Calculation Methodology Risk. The Index relies on various sources of information to assess the criteria of Index constituents, including information that may be based on assumptions and estimates. Neither the Fund, Index Provider, nor Advisor can offer assurances that the Index’s calculation methodology or sources of information will provide an accurate assessment of constituent issuers, nor can they guarantee the availability or timeliness of the production of the Index.

Correlation Risk. A number of factors may affect the Fund’s ability to achieve a high degree of correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective.

Passive Investment Risk. The Fund is not actively managed, and the Advisor does not attempt to take defensive positions under any market conditions, including volatile or declining markets.

Industry Concentration Risk. The SIA Index may, from time to time, be concentrated to a significant degree in securities of issuers located in a single industry or group of industries. The Fund also will concentrate its investments to approximately the same extent as the Index. By concentrating its investments in an industry or group of industries, the Fund may face more risks than if it were diversified broadly over numerous industries or groups of industries.

Performance Risk. The Fund attempts to track the SAI Index which is maintained by a third-party provider unaffiliated with the Fund or Advisor. There can be no guarantee or assurance that the methodology used to maintain the Index will result in the Fund achieving positive returns or that the methodology underlying the Index or the daily calculation of the Index will be error free. Further, the value of the Index may be subject to intentional manipulation by third-party market participants. The Index may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund.

Sampling Risk. To the extent the Fund uses a representative sampling approach, it will hold a smaller number of securities than are in the Index. As a result, an adverse development respecting a security held by the Fund could result in a greater decline in NAV than would be the case if the Fund held all of the securities in the Index. Conversely, a positive development relating to a security in the Index that is not held by the Fund could cause the Fund to underperform the Index. To the extent the assets in the Fund are smaller, these risks will be greater.

Investment Style Risk. Under certain market conditions, growth investments have performed better during the later stages of economic expansion and value investments have per formed better during periods of economic recovery. Therefore, these investment styles may over time go in and out of favor. The Fund may underperform other equity funds that use a particular investment style, i.e., growth or value rather than blend or mid-or small cap rather than large cap.

U.S. Investing Risk. Certain changes in the U.S. economy, such as when the U.S. economy weakens or when its financial markets decline, may have an adverse effect on the Fund’s investments.

Global Events Risk. Local, regional or global events such as war, acts of terrorism, natural or environmental disasters (such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena), the spread of infectious illness or other public health issues, recessions, or other events could have a significant impact on the Fund and its investments.

The recent outbreak of an infectious respiratory illness, COVID-19, resulted in travel restrictions, disruption of healthcare systems, prolonged quarantines, cancellations, supply chain disruptions, lower consumer demand, layoffs, defaults, bankruptcies, and other significant economic impacts. Certain markets experienced temporary closures, reduced liquidity and increased trading costs. Other infectious illness outbreaks in the future may result in similar impacts.

These types of events will have an impact on the Fund and its investments and could impact the Fund’s ability to purchase or sell securities or cause greater tracking error and increased premiums or discounts to the Fund’s net asset value.

Management and Strategy Risk. The Fund was recently organized with no operating history. In addition, the Advisor has not previously managed an ETF, which may increase the risks of investing in the Fund. As a result, prospective investors have no track record or history on which to base their investment decision.

Cybersecurity Risk. Cybersecurity incidents continue to proliferate and such incidents may allow an unauthorized party to gain access to Fund assets, including Shareholder or proprietary information, or cause the Fund, Advisor and/or service providers (including custodians, sub-custodians, transfer agents and financial intermediaries) to suffer data breaches, data corruption or loss of operational functionality. In an extreme case, a Shareholder’s ability to trade Shares may be affected. Companies in which the Fund invests could be the victims of a cyber-attack which could cause serious business disruption and/or reputational damage, causing the value of its securities to decline resulting in a decline in the Fund’s NAV.

Operational Risk. The Fund is exposed to operational risks arising from a number of factors, including, but not limited to, human error, processing and communication errors, errors of the Fund’s service providers, counterparties or other third-parties, failed or inadequate processes and technology or systems failures. The Fund and the Advisor seek to reduce these operational risks through controls and procedures. However, these measures do not, and cannot, address every possible risk and may be inadequate to address significant operational risks.

Large Shareholder Redemption Risk. Certain large Shareholders, including APs, seed investors or lead market makers, may from time to time own (beneficially or of record) or control a significant percentage of the Shares. Redemptions by these account holders of their Shares may impact the Fund’s liquidity and NAV. Such redemptions may also force the Fund to sell securities at a time when it would not otherwise do so, which may increase the Fund’s brokerage costs and impact Shareholder taxes.

Market Capitalization Risks. Large capitalization companies tend to be more mature and less volatile than smaller capitalization companies but may have fewer opportunities for growth and be unable to attain the high growth rates of successful, smaller companies. Mid-capitalization companies generally tend to be more volatile, less liquid and more likely to be adversely affected by poor economic or market conditions than securities of larger companies. Mid-capitalization companies may have limited product lines, markets or financial resources, and be dependent upon a limited management group.

Valuation Risk. The price the Fund could receive upon the sale of a security may differ from the value used by the Index, particularly for securities that trade in low volumes or during volatile markets or that are valued using a fair value methodology as a result of trade suspensions or halts, the Fund’s inability to obtain a price or for other reasons.

Performance

Because the Fund has not yet commenced operations as of the date of this Prospectus and does not have returns for a calendar year, no investment return information is presented for the Fund at this time. In the future, investment return information will be presented in this section of the prospectus. The information will give some indication of the risks of investing in the Fund by comparing the Fund’s investment returns with a broad measure of market performance. Also, Shareholder reports containing financial and investment return information will be provided to Shareholders annually and semi-annually. Updated performance information is available at no cost at www.StrategicETFs.com.

Portfolio Management

Investment Advisor

The Advisor for the Fund is Strategic Innovations Advisors LLC.

Portfolio Management

Buying and Selling Fund Shares

Shares are listed on the Exchange and trade throughout the day on the Exchange and in other secondary markets. You can buy and sell Shares through a brokerage firm or other financial intermediary. The price you pay or receive for your Shares will be the prevailing market price, which may be more or less than the NAV of the Shares. The brokerage firm may charge you a commission to execute the transaction. Unless imposed by your brokerage firm or financial intermediary, there is no minimum dollar amount you must invest and no minimum number of Shares you must buy. Shares cannot be directly purchased from or redeemed with the Fund, except by certain authorized broker-dealers and Authorized Participants. Authorized Participants may purchase and redeem ETF Shares only in large blocks (Creation Units), typically in exchange for baskets of securities. When buying or selling Shares in the secondary market, you may incur costs attributable to the difference between the highest price a buyer is willing to pay to purchase Shares (bid) and the lowest price a seller is willing to accept for Shares (ask) (the “bid-ask spread”). Recent information regarding the Fund’s NAV, market price, premiums and discounts, and bid-ask spreads is available at www.strageicETFs.com.

Dividends, Capital Gains and Taxes

The Fund’s distributions are generally taxable as ordinary income or capital gains, except when your investment is in an individual retirement account, 401(k) or other tax-advantaged investment plan. However, you may be subject to tax when you receive distributions from such accounts.

Financial Intermediary Compensation

If you purchase the Fund through a broker-dealer or other financial intermediary (such as an investment adviser, bank or trust company), the Advisor and its related companies may pay the broker-dealer or intermediary for the sale of Fund shares and related services such as for marketing activities and presentations, and educational training programs. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

DETAILS ABOUT THE FUND

Additional Information About the Fund Investment Objectives and Strategies

The investment objectives, principal investment strategies and primary risks of the Fund are discussed in the Fund’s Summary Prospectus. Additional information on principal strategies and risks can be found below and details on the various types of investments can be found in the Statement of Additional Information (the “SAI”). Under the Investment Company Act of 1940, as amended (the “1940 Act”), Strategic Innovations Net Zero ETF (the “Net Zero Fund” or “Fund”) is classified as diversified.

Exchange Traded Fund (ETFs). ETFs are funds that, unlike mutual funds, are listed on a national securities exchange and trade like other publicly-traded securities at market prices that change throughout the day. Unlike shares of an ETF, shares of a mutual fund can be bought and redeemed from the issuing fund by all Shareholders at a price based on NAV at the end of the trading day. On the other hand, ETF shares may be purchased or redeemed directly from the Fund at NAV solely by Authorized Participants (“APs”) and only in Creation Unit increments. Similar to shares of other mutual funds, each share of the Fund (“Share” or “Shares”) represents an undivided ownership interest in an underlying portfolio of securities and other instruments.

Portfolio Turnover. Portfolio turnover may vary from year to year. The Fund expects the annual portfolio turnover rate to exceed 100%.

Principal Investment Objectives, Strategies and Risks

Investment Objectives. The Fund’s investment objective as set forth in the Summary Prospectus and below is not fundamental, and therefore may be changed by the Board of Trustees of Strategic Innovations Funds Trust without the approval of Fund Shareholders.

Net Zero Fund

Investment Objective. The Fund seeks to track the investment results (before fees and expenses) of the SIA Ensemble.Ai™ Index (the “SIA Index” or “Index”).

Principal Investment Strategies

The Fund offers the potential for positive return consistent with fighting climate change. The Fund seeks to track the investment results of the SAI Index (before fees and expenses) while striving to offset the “carbon footprint” of the Fund’s portfolio securities. A carbon footprint is generally defined as the total amount of greenhouse gases (“GHG”) produced by a company, person, or activity, and is usually expressed in equivalent tons of carbon dioxide (CO2e). GHG are gases that trap heat in the Earth’s atmosphere (which include carbon dioxide, methane, nitrous oxide and chlorofluorocarbons) and are considered to be the most significant drivers of climate change. The Fund intends to achieve its goal of a net zero GHG (“‘Net Zero Carbon”) portfolio through the purchase of carbon credits by Strategic Innovations Advisors LLC (the “Advisor” or “Strategic Innovations”) through Climate Vaults, Inc. (“Climate Vault”).

Net Zero Portfolio. The Adviser will acquire carbon credits from Climate Vault in an amount equal to the pro-rata portion of each portfolio security’s carbon footprint as determined by Climate Vault, thus resulting in a Net Zero Carbon impact from the Fund’s portfolio. Climate Vault will calculate the carbon footprint of the Fund’s portfolio on a monthly basis and determine the carbon credits necessary to neutralize the Fund’s full carbon footprint so that the Fund’s portfolio is Net Zero Carbon. Carbon credits funded by the Advisor are not assets of either the Fund or the Advisor, but are “retired” by Climate Vault, thus reducing the number of carbon credits available to emitters of GHGs. Climate Vault intends to use the funds received from the Advisor to support its mission of reducing global carbon emissions by purchasing and vaulting carbon credits from regulated cap and trade markets, supporting cutting-edge research and technology to remove carbon emissions from the atmosphere, and promoting education about combatting climate change.

Climate Vault calculates the carbon footprint of the Fund’s portfolio based on a variety of data sources. Carbon Vault maintains a database of company GHG emissions, which contains quantitative information on the environmental performance of XXX large capitalization U. S. companies (i.e., those with a market capitalization in excess of $10 billion). Some companies voluntarily disclose their carbon footprint; others in the oil, shipping, construction, airlines and chemicals industries are required to report GHG data by the United States Environmental Protection Agency under the Greenhouse Gas Reporting Program. Climate Vault also has internally developed measures derived from variety of sources, including company annual reports, direct disclosures, scientific literature, and a wide array of national and industry databases, industry “top-down” data, as well as sector-specific “bottom-up” data.

The Advisor estimates that, based on the carbon footprint of the Fund’s portfolio as calculated by Climate Vault as of December 31, 2021, the costs that would have been incurred by the Advisor to purchase and retire a sufficient amount of carbon credits to achieve Net Zero carbon (i.e., fully neutralize the Fund’s carbon footprint) would have been approximately 0.0XX% of the Fund’s net assets under management based on an estimated XX.XX tons of carbon dioxide equivalents, CO2e (the standard unit in carbon accounting to quantify greenhouse gas emissions, emissions reductions and carbon credits) at an average price per carbon credit of US$XX per ton of CO2e. This is based on the Advisor’s estimate only, and the actual costs to purchase and retire carbon credits in the future may be lower or higher than these estimates. The cost and availability of the carbon credits required to be purchased by the Advisor will vary over time depending on the size of the carbon footprint of the Fund’s portfolio, the then-current market prices of carbon credits, the supply and demand for carbon credits, and regulatory developments, as well as other factors beyond the Advisor’s control.

Climate Vault. Climate Vault is a not-for-profit organization that is dedicated to significantly reduce GHG emissions, the leading causes of climate change, while supporting innovation that can remove GHGs already in the atmosphere. Climate Vault purchases carbon credits from cap-and-trade compliance markets (which are created and regulated by mandatory national, regional, or international carbon reduction regimes) and vaults them. Because the number of permits is capped, this decreases the amount of GHG pollution allowed by government regulators. The University of Chicago is currently acting as Climate Vault’s fiscal sponsor (the entity through which donations flow to Climate Vault).

The SAI Index. The Index is a rules based, non-equal weighted index typically of 50 large cap U. S. equity stocks (i.e., those with market capitalizations of $10 billion or more) of the consensus high conviction stock selections of the managers of 12 actively managed Large Blend mutual funds as reported by Morningstar.

Licensed Technology. The Adviser relies utilizes on third-party technology and data from third-party vendors. The Advisor has licensed technology from Turing Technology Associates, Inc. (“Turing”) that incorporate the Ensemble principles, artificial intelligence, machine learning, and mutual fund replication technology and methods. Ensemble principles utilize a machine learning technique that combines several base models whose goal is to produce one optimal predictive model. Turing is a technology and intellectual property company that licenses its technology and intellectual property to investment management, insurance, brokerage, registered investment advisor, and wealth management firms. Turing is not an investment advisor. Turing does not provide investment advice, engage in security recommendations, provide investment analysis of individual securities, and does not execute trading of any securities.

The Index is calculated, administered and published by Solactive AG (the “Index Provider”). The Index is calculated on each business day on the New York Stock Exchange (“NYSE”). The Index Provider is responsible for the ongoing maintenance, calculation (and the composition and relative weightings of the securities in the Index), administration of the Index, and publishes information regarding the market value of the Index. The Index Provider is independent of the Fund and Advisor.

The Fund uses a “passive” or indexing approach to try to achieve its investment objective. Unlike many investment companies, the Fund does not try to “beat” the index it tracks and does not seek temporary defensive positions when markets decline or appear overvalued. Indexing may eliminate the chance that the Fund will substantially outperform the Index but also may reduce some of the risks of active management, such as poor security selection.

The Fund uses a replication methodology to track the Index, that is, it invests in substantially all of the securities that comprise the Index in the same proportion as the Index. However, the Fund may utilize a representative sampling strategy to track the Index when a replication strategy might be detrimental to shareholders of the Fund (“Shareholder” or “Shareholders”), such as when there are practical difficulties or substantial costs involved in assembling a replication portfolio, when a security in the Index becomes temporarily illiquid, unavailable or less liquid, or as a result of legal restrictions or limitations (such as tax diversification requirements) that apply to the Fund but not the Index.

The Fund generally invests at least 90% of its assets in equity securities of the Index. The Fund may invest the remainder of its assets in cash and cash equivalents, including shares of money market funds, as well as in securities not included in the Index, which the Advisor believes will help the Fund track the Index.

The Advisor has a patent pending with the United States Patent and Trademark office regarding its method for mitigating the impact of carbon emissions from the Fund’s portfolio. If the patent is granted, the Advisor has agreed to grant the Fund a non-exclusive, non-transferable license to use the patent royalty-free so long as the Advisor or an affiliate serves as investment adviser to the Fund.

Industry Concentration Policy. The Fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries to approximately the same extent that the Index concentrated. As of December 31, 2021, a significant portion of the Index was represented by securities of companies in the [information technology sector]; and the market capitalization of the constituents ranged from $10 billion to $X,XXX billion. The Fund’s portfolio holdings and the composition of the Index will change over time.

Investments in the Fund are not deposits of a bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any other government agency.

Principal Investment Risks

Below are the principal risks of investing in the Fund, any of which may negatively affect the Fund’s net asset value (“NAV”). All investments carry a certain amount of risk, and the Fund cannot guarantee that it will achieve its investment objective. The value of the Fund’s investments will fluctuate with market conditions, and the value of your investment in the Fund also will vary. You could lose money on your investment in the Fund, or the Fund could perform worse than other investments.

Equity Securities Risk. In general, prices of equity securities are more volatile than those of fixed income securities. The prices of equity securities fluctuate, and sometimes widely fluctuate, in response to issuer-specific activities as well as factors unrelated to the fundamental condition of the issuer, including general market, economic and political conditions along with other factors.

Stock Market Volatility Risk. Stock markets are volatile, move in cycles and can decline significantly in response to adverse issuer, political, regulatory, market, economic developments, recessions, natural and environmental disasters, the spread of infectious illness or other public health issues, or other factors. Different parts of the market, including different market sectors, and different types of securities can react differently to these developments.

ETF Risks. The Fund is an exchange traded fund (“ETF”), and, as a result of this structure, it is exposed to the following risks:

Authorized Participants, Market Makers, and Liquidity Providers. Only authorized participants (“APs”) may engage in creation or redemption transactions directly with the Fund and the Fund has a limited number of financial institutions that may act as APs. In addition, there may be a limited number of market makers and/or liquidity providers in the marketplace for Shares. If either: (i) a significant number of APs exit the business or otherwise become unwilling or unable to process creation and/or redemption orders and no other APs step forward to perform these services, or (ii) market makers and/or liquidity providers exit the business or significantly reduce their business activities and no other entities step forward to perform their functions, Fund shares may trade at a material discount to NAV and possibly face delisting.

Costs of Buying or Selling Shares. Due to the costs of buying or selling Shares, including brokerage commissions charged by brokers and bid/ask spreads, frequent trading of Shares may significantly reduce investment results and an investment in Shares may not be advisable for investors who anticipate regularly making small investments.

Shares May Trade at Prices Other Than NAV. As with all ETFs, Shares are bought and sold in the secondary market at market prices. Although it is expected that the market price of Shares will approximate the Fund’s NAV, there may be times when the market price of Shares is more than the intra-day NAV (premium) or less than the intra-day NAV (discount) due to supply and demand for Shares. This risk is heightened in times of market volatility, periods of steep market declines, and periods when there is limited trading activity for Shares in the secondary market, in which case such premiums or discounts may be significant.

Tracking Error Risk. The Fund may be subject to tracking error, which is the divergence of the Fund’s performance from that of the Index. Tracking error may result because the Fund incurs fees and expenses, while the Index does not. Tracking error may also occur because of differences between the securities held by the Fund and those in the Index, portfolio transaction costs, timing differences in implementing changes in the Fund’s portfolio with changes in the Index, holding uninvested cash, accounting and timing differences of the accrual of dividends and income, the requirements to maintain pass-through tax treatment, acceptance of custom or cash baskets, timing of changes to the Index to name a few. This risk maybe heightened during times of increased market volatility or other unusual market conditions.

Trading. Although Shares are listed for trading on the NYSE Arca (the “Exchange”) and may be traded on U.S. exchanges other than the Exchange, there can be no assurance that Shares will trade with any volume, or at all, on any stock exchange. In stressed market conditions, the liquidity of Shares may begin to mirror the liquidity of the Fund’s underlying portfolio holdings, which can be significantly less liquid than Shares.

An exchange or market may close early, close late or issue trading halts on specific securities and trading in certain securities may be restricted, which may disrupt the Fund’s creation and redemption process, potentially affect the Share price, and/or result in the Fund being unable to trade certain securities. In these circumstances, the Fund may be unable to rebalance its portfolio, may be unable to accurately price its investments, and/or may incur substantial trading losses. If trading in Shares halts, investors may be temporarily unable to trade Shares. Shares, like shares of other issuers listed on a stock exchange, may be sold short and are therefore subject to the risk of increased volatility and price decreases.

Carbon Credit and Net Zero Carbon Risks. The carbon credits that are purchased by the Adviser in respect of the Fund’s portfolio are from cap-and-trade compliance markets (which are created and regulated by mandatory national, regional, or international carbon reduction regimes). As the number of these permits is capped, carbon credits may become unavailable or the cost of obtaining them may be uneconomical for limited or extended periods, in which case the Adviser may be unable to purchase such carbon credits and the Fund’s portfolio may not be Net Zero Carbon.

Carbon credits purchased by the Adviser will not be assets of the Fund. Accordingly, while the Fund’s portfolio may have Net Zero Carbon impact upon the Adviser’s purchase of carbon credits, such credits will not affect the investment performance of the Fund. In addition, unlike many funds which aim to achieve a carbon reduction strategy, the Index does not screen component securities for low carbon footprint or carbon reduction and the Fund’s portfolio therefore may contain the securities of companies with high carbon footprints.

Index Investing Risks. The Fund is not actively managed and attempts to track the Index and as a result is exposed to the following risks:

Calculation Methodology Risk. The SAI Index relies on various sources of information to assess the criteria of Index constituents, including information that may be based on assumptions and estimates. Neither the Fund, Index Provider, nor Advisor can offer assurances that the Index’s calculation methodology or sources of information will provide an accurate assessment of constituent issuers, nor can they guarantee the availability or timeliness of the production of the Index.

Correlation Risk. A number of factors may affect the Fund’s ability to achieve a high degree of correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective.

Passive Investment Risk. The Fund is not actively managed, and the Advisor does not attempt to take defensive positions under any market conditions, including volatile or declining markets.

Industry Concentration Risk. The SAI Index may, from time to time, be concentrated to a significant degree in securities of issuers located in a single industry or group of industries. The Fund also will concentrate its investments to approximately the same extent as the Index. By concentrating its investments in an industry or group of industries, the Fund may face more risks than if it were diversified broadly over numerous industries or groups of industries.

Performance Risk. The Fund attempts to track the SAI Index which is maintained by a third-party provider unaffiliated with the Fund or Advisor. There can be no guarantee or assurance that the methodology used to maintain the Index will result in the Fund achieving positive returns or that the methodology underlying the Index or the daily calculation of the Index will be error free. Further, the value of the Index may be subject to intentional manipulation by third-party market participants. The Index may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund.

Sampling Risk. To the extent the Fund uses a representative sampling approach, it will hold a smaller number of securities than are in the Index. As a result, an adverse development respecting a security held by the Fund could result in a greater decline in NAV than would be the case if the Fund held all of the securities in the Index. Conversely, a positive development relating to a security in the Index that is not held by the Fund could cause the Fund to underperform the Index. To the extent the assets in the Fund are smaller, these risks will be greater.

Algorithm Risk. The Advisor may rely on algorithms that were either developed internally or by third-parties such as Turing in selecting the Index constituent securities. Algorithm design is vulnerable to risks, such as biased logic, flawed assumptions or analysis, inappropriate modeling techniques, coding errors, and identifying spurious patterns. The algorithms may not consider prevailing market conditions. While the Advisor, Turing, and other third parties have standards governing the development, testing and monitoring of algorithms that are used, there is a risk that the algorithms and associated software may not perform as intended for various reasons, including unintended consequences due to modifications to the algorithms or underlying software code. The algorithms rely on third-party data, such data may be incomplete, inaccurate or faulty that may affect the performance of the algorithms or may cause the algorithms to produce inaccurate results that may cause the Fund to incur substantial losses.

Investment Style Risk. Under certain market conditions, growth investments have per formed better during the later stages of economic expansion and value investments have per formed better during periods of economic recover y. Therefore, these investment styles may over time go in and out of favor. At times when the investment style used by the Fund is out of favor, the Fund may underperform other equity funds that use a particular investment style, i.e., growth or value rather than blend or small cap rather than large cap.

U.S. Investing Risk. Certain changes in the U.S. economy, such as when the U.S. economy weakens or when its financial markets decline, may have an adverse effect on the Fund’s investments.

Global Events Risk. Local, regional or global events such as war, acts of terrorism, natural or environmental disasters (such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena), the spread of infectious illness or other public health issues, recessions, or other events could have a significant impact on the Fund and its investments.

The recent outbreak of an infectious respiratory illness, COVID-19, has resulted in travel restrictions, disruption of healthcare systems, prolonged quarantines, cancellations, supply chain disruptions, lower consumer demand, layoffs, defaults, bankruptcies, and other significant economic impacts. Certain markets experienced temporary closures, reduced liquidity and increased trading costs.

These events will have an impact on the Fund and its investments and could impact the Fund’s ability to purchase or sell securities or cause greater tracking error and increased premiums or discounts to the Fund’s net asset value. Other infectious illness outbreaks in the future may result in similar impacts.

Management and Strategy Risk. The Fund was recently organized with no operating history. In addition, the Advisor has not previously managed an ETF, which may increase the risks of investing in the Fund. As a result, prospective investors have no track record or history on which to base their investment decision.

Cybersecurity Risk. Cybersecurity incidents continue to proliferate and such incidents may allow an unauthorized party to gain access to Fund assets, including Shareholder, or proprietary information, or cause the Fund, Advisor and/or service providers (including custodians, sub-custodians, transfer agents and financial intermediaries) to suffer data breaches, data corruption or loss of operational functionality. In an extreme case, a Shareholder’s ability to trade Shares may be affected. Companies in which the Fund invests could be the victims of a cyber-attack which could cause serious business disruption and/or reputational damage, causing the value of its securities to decline resulting in a decline in the Fund’s NAV.

Operational Risk. The Fund is exposed to operational risks arising from a number of factors, including, but not limited to, human error, processing and communication errors, errors of the Fund’s service providers, counterparties or other third-parties, failed or inadequate processes and technology or systems failures. The Fund and the Advisor seek to reduce these operational risks through controls and procedures. However, these measures do not, and cannot, address every possible risk and may be inadequate to address significant operational risks.

Large Shareholder Redemption Risk. Certain large Shareholders, including APs, seed investors or lead market makers, may from time to time own (beneficially or of record) or control a significant percentage of the Shares. Redemptions by these account holders of their Shares may impact the Fund’s liquidity and NAV. Such redemptions may also force the Fund to sell securities at a time when it would not otherwise do so, which may increase the Fund’s brokerage costs and impact Shareholder taxes.

Market Capitalization Risks. Large capitalization companies tend to be more mature and less volatile than smaller capitalization companies but may have fewer opportunities for growth and be unable to attain the high growth rates of successful, smaller companies. Mid-capitalization companies generally tend to be more volatile, less liquid and more likely to be adversely affected by poor economic or market conditions than securities of larger companies. Mid-capitalization companies may have limited product lines, markets or financial resources, and be dependent upon a limited management group.

Valuation Risk. The price the Fund could receive upon the sale of a security may differ from the value used by the Index, particularly for securities that trade in low volumes or during volatile markets or that are valued using a fair value methodology as a result of trade suspensions or halts, the Fund’s inability to obtain a price or for other reasons.

Portfolio Holdings Disclosure

Information about the Fund’s daily portfolio holdings is available on the Trust’s website, www.xxxxxxxxxxx. A complete description of the Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio holdings is available in the Fund’s Statement of Additional Information (“SAI”).

MANAGEMENT OF THE FUND

Investment Advisor

The Advisor serves as investment adviser to the Fund. The Advisor is a Delaware limited liability company registered as an investment adviser under the Investment Advisers Act of 1940. The Advisor’s address is 75 Virginia Road, 2nd Floor, North White Plains, NY 10603. The Advisor commenced operations in 2021; and, as of December 31, 2021, the Advisor had no assets under management.

The Trust intends to file an application for an exemptive order with the Securities and Exchange Commission to employ a “manager of managers” structure which would permit Strategic Innovations, subject to the oversight of the Board of Trustees of the Fund (the “Board”) to enter into new or modified sub-advisory agreement with existing or new sub-advisers for the Fund, without obtaining approval from Shareholders (the “Exemptive Relief”). If the proposed Exemptive Relief is granted by the SEC, the Fund will be required to notify Shareholders of the hiring of a new sub-advisor within 90 days of the hiring. There are no assurances that the SEC will grant the Exemptive Relief for the manager of managers structure.

Under the supervision of the Board, pursuant to the Investment Advisory Agreement between the Advisor and the Trust with respect to the Fund, the Advisor is responsible for providing an investment management program for the Fund and overseeing the day-to-day operations of the Fund’s portfolio. The Advisor continuously reviews, supervises, and administers the Fund’s investment program and operations. For its services, the Advisor is entitled to receive a management fee from the Fund. The management fee is a unitary fee and the Advisor also arranges and pays for sub-advisory, transfer agency, custody, fund administration, distribution and all other normal services necessary for to operate except brokerage costs, interest on borrowings, litigation expenses, taxes and extraordinary expenses of the Fund. The Board of Trustees may terminate the Investment Advisory Agreement upon not less than sixty days’ notice.

Disclosure regarding the basis for the Board of Trustees’ approval of the Investment Advisory Agreement between the Advisor and the Fund will be available in the Fund’s first annual or semi-annual Report to Shareholders.

The Advisor is responsible for managing the portfolio of investments of the Fund. The Advisor has been in business as an independently registered investment adviser since 2021 and provides investment management services to individuals, collective investment vehicles (such as, mutual funds, exchange traded funds (ETFs) and collective investment trusts), charitable organizations, retirement plans and institutions. As of December 31, 2021, The Advisor had no regulatory assets under management of approximately on a discretionary basis. The Advisor is located at 75 Virginia Road, Second Floor, Suite V1, North White Plains, NY 10603.

Portfolio Managers. The following individual serves as portfolio manager for the Net Zero Fund and are primarily responsible for the day-to-day management of the Fund’s portfolio.

John Pileggi, Portfolio Manager. Mr. Pileggi is Chief Investment Officer of the Advisor, and portfolio manager of the Fund. He is also Managing Member and President of the Advisor (since 2021) and currently serves as an Interested Trustee of the Trust (since 2022). During his career, Mr. Pileggi has been Chairman, President and an Executive Officer of well over 100 mutual funds, and has distinguished himself in the management and oversight of mutual funds. He previously was CEO and a senior officer of several mutual fund advisors – Uncommon Investment Advisors LLC, Manifold Fund Advisors, LLC, American Independence Financial Services LLC, and ING Mutual Fund Management.

The SAI provides additional information about the portfolio manager’s compensation structure, other managed accounts and ownership of securities in the Fund.

Other Service Providers: Administrator, Distributor, Transfer Agent and Custodian, Counsel to the Trust and Independent Auditors

[xxxxxxxxxxxxxxxxxxxxxxxxxxxx], located at [xxxxxxxxxxxxxxxxx], provides fund accounting and administrative services to the Fund (the “Administrator”).

[xxxxxxxxxxxxxxxxxxxxxxxxxxx], located at [xxxxxxxxxxxxxxxxx], distributes shares of the Fund (the “Distributor”).

[xxxxxxxxxxxxxxxxxxxxxxxxxxx], located at [xxxxxxxxxxxxxxxxx], provides transfer agency services for the Fund (the “Transfer Agent”).

[xxxxxxxxxxxxxxxxxxxxxxxxxxx], located at [xxxxxxxxxxxxxxxxx], provides custody services for the Fund (the “Custodian”).

Vedder Price P.C, located at 1633 Broadway, New York, New York 10019, serves as legal counsel to the Fund and the independent trustees (“Trust Counsel”).

[xxxxxxxxxxxxxxxxxxxxxxxxxxx], located at [xxxxxxxxxxxxxxxxx], _______________________________, serves as independent registered public accounting firm for the Fund (the “Independent Auditors”).

DETAILS FOR SHAREHOLDERS

HOW TO BUY AND SELL SHARES

The Fund issues and redeems Shares at NAV only in Creation Units of 10,000 Shares. Only APs may acquire Shares directly from the Fund, and only APs may tender their Shares for redemption directly to the Fund, at NAV. An AP must be (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the NSCC, a clearing agency that is registered with the SEC; or (ii) a DTC participant (as discussed below). In addition, each AP must execute a Participant Agreement that has been agreed to by the Distributor, and that has been accepted by the Transfer Agent, with respect to purchases and redemptions of Creation Units. Once created, Shares trade in the secondary market in quantities less than a Creation Unit. APs may acquire Shares directly from the Fund, and APs may tender their Shares for redemption directly to the Fund, at NAV per Share, only in Creation Units, and in accordance with the procedures described in the SAI.

Under normal circumstances, the Fund process orders for the purchase and redemption of Creation Units at the NAV next calculated after an order has been received in proper form by the Distributor. However, the Fund reserves the right, including under stressed market conditions, to take up to seven days after the receipt of a redemption request to pay an AP, all as permitted by the 1940 Act. If the Fund has foreign investments in a country where local market holiday(s) prevent the Fund from delivering such foreign investments to an AP in response to a redemption request, the Fund may take up to 15 days after the receipt of the redemption request to deliver such investments to the AP. The Fund anticipates meeting redemption requests either by paying redemption proceeds to an AP primarily through in-kind redemptions or in cash. Cash used for redemptions will be raised from the sale of portfolio assets or may come from existing holdings of cash or cash equivalents.

Most investors buy and sell Shares in secondary market transactions through brokers. Shares are listed for trading on the Exchange and also trade in the secondary market; and can be bought and sold throughout the trading day like other publicly traded securities. There is no minimum investment. Shares of the Fund will trade on the Exchange under the following symbol:

Although Shares generally are purchased and sold in “round lots” of 100 Shares, brokerage firms typically permit investors to purchase or sell Shares in smaller “odd lots,” at no per Share price differential.

When buying or selling Shares through a broker, you will incur customary brokerage commissions and charges, and you may pay some or all of the spread between the bid and the offer price in the secondary market on each leg of a round trip (purchase and sale) transaction. In addition, because secondary market transactions occur at market prices, you may pay more than NAV when you buy Shares and receive less than NAV when you sell those Shares.

Book Entry

Shares are held in book-entry form, which means that no stock certificates are issued. The Depository Trust Company (“DTC”) or its nominee is the record owner of all outstanding Shares. Investors owning Shares are beneficial owners as shown on the records of DTC or its participants. DTC serves as the securities depository for all Shares. DTC participants include securities brokers and dealers, banks, trust companies, clearing corporations and other institutions that directly or indirectly maintain a custodial relationship with DTC. As a beneficial owner of Shares, you are not entitled to receive physical delivery of stock certificates or to have Shares registered in your name, and you are not considered a registered owner of Shares. Therefore, to exercise any right as an owner of Shares, you must rely upon the procedures of DTC and its participants. These procedures are the same as those that apply to any other securities that you hold in book entry or “street name” through your brokerage account.

Share Trading Prices on the Exchange

The market price of Shares may be below (at a discount), at, or above (at a premium) their most recently calculated NAV and can be affected by market forces of supply and demand for Shares.

Frequent Purchases and Redemptions of Shares

The Fund imposes no restrictions on the frequency of purchases and redemptions of Shares. In determining not to approve a written, established policy, the Board evaluated the risks of market timing activities by Fund Shareholders. Purchases and redemptions by APs, who are the only parties that may purchase or redeem Shares directly with the Fund, are an essential part of the ETF process and help keep Share trading prices in line with NAV. As such, the Fund accommodates frequent purchases and redemptions by APs. However, frequent purchases and redemptions for cash may increase tracking error and portfolio transaction costs and may lead to the realization of capital gains. To minimize these potential consequences of frequent purchases and redemptions, the Fund employs fair value pricing and may impose transaction fees on purchases and redemptions of Creation Units to cover the custodial and other costs incurred by the Fund. In addition, the Fund reserves the right to reject any purchase order at any time.

Continuous Offering

The method by which Creation Units of shares are created and traded may raise certain issues under applicable securities laws. Because new Creation Units of shares are issued and sold by the Fund on an ongoing basis, a “distribution,” as such term is used in the Securities Act of 1933, as amended (the “Securities Act”), may occur at any point. Broker-dealers and other persons are cautioned that some activities on their part may, depending on the circumstances, result in their being deemed participants in a distribution in a manner which could render them statutory underwriters and subject them to the prospectus delivery requirement and liability provisions of the Securities Act.

For example, a broker-dealer firm or its client may be deemed a statutory underwriter if it takes Creation Units after placing an order with the Distributor, breaks them down into constituent Shares and sells such Shares directly to customers, or if it chooses to couple the creation of a supply of new Shares with an active selling effort involving solicitation of secondary market demand for Shares. A determination of whether one is an underwriter for purposes of the Securities Act must take into account all the facts and circumstances pertaining to the activities of the broker-dealer or its client in the particular case, and the examples mentioned above should not be considered a complete description of all the activities that could lead to a characterization as an underwriter.

Broker-dealer firms also should note that dealers who are not “underwriters” but are effecting transactions in Shares, whether or not participating in the distribution of Shares, generally are required to deliver a prospectus. This is because the prospectus delivery exemption in Section 4(a)(3)(C) of the Securities Act is not available in respect of such transactions as a result of Section 24(d) of the 1940 Act. As a result, broker-dealer firms should note that dealers who are not “underwriters” but are participating in a distribution (as contrasted with engaging in ordinary secondary market transactions), and thus dealing with the Shares that are part of an overallotment within the meaning of Section 4(a)(3)(C) of the Securities Act, will be unable to take advantage of the prospectus delivery exemption provided by Section 4(a)(3) of the Securities Act. For delivery of prospectuses to exchange members, the prospectus delivery mechanism of Rule 153 under the Securities Act only is available with respect to transactions on a national exchange.

Investments by Registered Investment Companies

Section 12(d)(1) of the 1940 Act restricts investments by registered investment companies in the securities of other investment companies, including Shares. Registered investment companies are permitted to invest in the Fund beyond the limits set forth in section 12(d)(1), subject to certain terms and conditions, including that such investment companies enter into an agreement with the Fund.

DETERMINATION OF NET ASSET VALUE

The Fund’s NAV is calculated as of the close of regular trading on the NYSE, generally 4:00 p.m. Eastern Time, each day the NYSE is open for business. For the Fund, to calculate the NAV, the Fund adds up the total assets, subtracts its total liabilities, and divides the result by the number of shares outstanding.

In calculating its NAV, the Fund generally values its assets on the basis of market quotations, last sale prices, or estimates of value furnished by a pricing service or brokers who make markets in such instruments. If such information is not available for a security held by the Fund or is determined to be unreliable, the security will be valued at fair value estimates under guidelines established by the Board (as described below).

Fair Value Pricing

A market price or a value for the Fund’s security may not be readily available, the prices may be deemed to be unreliable, or its value has been materially affected by events occurring before the Fund is priced, but after the close of the principal exchange or market on which the security is traded. Events that can affect the value of a security might be company-specific (e.g., earnings report, merger announcement) or country-specific or regional/global (e.g., economic or political news, natural or environmental disaster, act of terrorism, interest rate change). Prices may be unavailable or unreliable on a U.S. security when: (i) a security has been de-listed or its trading has been halted or suspended and does not resume trading before the Fund is priced; (ii) a security’s primary pricing source is unable or unwilling to provide a price; or (iii) a security’s value is materially affected by events occurring after the close of the security’s primary trading market. In these instances, the security will be fair valued. The Board has adopted procedures and methodologies to fair value (“Fair Value Procedures”) and delegated fair valuation to the Fair Valuation Committee.

Securities will be fair valued in good faith by a Fair Valuation Committee in accordance with the Fair Valuation Procedures adopted by the Board of Trustees. For securities fair valued by the Fair Value Committee, the Fair Value Procedures require it to consider all reasonably available information that may be relevant to a particular valuation including, but not limited to, fundamental analytical data regarding the issuer, information relating to the issuer’s business, recent trades or offers for the security, prices of comparable securities, general and/or specific market conditions and the specific facts giving rise to the need to fair value the security. The Fund’s NAV will reflect the security’s fair value rather than its last market price. Because Fair Valuation involves subjective judgments, fair valuation may result in a price materially different from the prices used by other funds to determine net asset value, market prices when they become available or when a price becomes available, or from the price that may be realized upon the actual sale of the security. The Board of Trustees has delegated execution of these procedures to a Fair Valuation Committee composed of one or more officers from each of the (i) Fund’s management, (ii) administrator, and (iii) Advisor. The team may also enlist third party consultants such as an audit firm, third-party pricing service or financial officer of a security issuer on an as-needed basis to assist in determining a security-specific fair value. The Board of Trustees reviews and ratifies the execution of this process and the resultant fair value prices at least quarterly to assure the process produces reliable results.

DIVIDENDS, DISTRIBUTIONS, AND TAXES

Dividends and Distributions

The Fund intends to pay out dividends, if any, and distribute any net realized capital gains to its Shareholders at least annually. The Fund will declare and pay income and capital gain distributions in cash. Distributions in cash may be reinvested automatically in additional whole Shares only if the broker through whom you purchased Shares makes such option available. Your broker is responsible for distributing the income and capital gain distributions to you.

Taxes

The following is a summary of some important U.S. federal income tax issues that affect the Fund and its Shareholders. The summary is based on current tax laws, which may be changed by legislative, judicial or administrative action, some of which may apply retroactively. You should not consider this summary to be a comprehensive explanation of the tax treatment of the Fund, or the tax consequences of an investment in the Fund. This summary does not apply to Shares held in an individual retirement account (“IRA”) or other tax-qualified plans, which are generally not subject to current tax. More information about taxes is located in the SAI.

The Fund will elect and intends to qualify to be taxed as a regulated investment company (a “RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended. To qualify as a RIC, The Fund must, among other requirements, meet certain source-of- income (the “Income Test”), quarterly asset diversification (the “Diversification Test”) and distribution requirements (the “Distribution Test”). As a RIC, the Fund generally will not be subject to federal income or excise tax if it distributes its income as required by the tax law and satisfies certain other requirements that are described in the SAI.

Satisfaction of the Income Test requires the Fund to derive in each taxable year at least 90% of its gross income from dividends, interest, payments with respect to certain securities loans, gains from the sale of stock or other securities, net income from certain qualified publicly traded partnerships or other income derived with respect to the Fund’s business of investing in such stock or securities. Some of the income that the Fund might earn may not be qualifying income for purposes of the Income Test (the “Non- Qualifying Income”). The Fund intends to monitor its investments to ensure that any Non-Qualifying Income is limited to a maximum of 10 percent of its gross income for each taxable year.

In order to satisfy the Diversification Test at least 50% of the value of the Fund’s assets, at the close of each quarter of the Fund’s taxable year, must consist of cash and cash items, U.S. government securities, securities of other regulated investment companies, and securities of other issuers as to which: (a) the Fund has not invested more than 5% of the value of its total assets in securities of the issuer; and (b) the Fund does not hold more than 10% of the outstanding voting securities of the issuer, and no more than 25% of the value of the Fund’s total assets may be invested in the securities of: (1) any one issuer (other than U.S. government securities and securities of other regulated investment companies); (2) two or more issuers that the Fund controls and which are engaged in the same or similar trades or businesses; or (3) one or more qualified publicly traded partnerships.

The Distribution Test requires the Fund to distribute an amount equal to at least the sum of 90% of its investment company taxable income (net investment income and the excess of net short-term capital gain over net long-term capital loss), before taking into account any deduction for dividends paid, and 90% of its tax-exempt income, if any, for the year.

There can be no assurance that the Fund will be successful in meeting the three Tests and qualify as a RIC. If the Fund failed to qualify as a RIC accorded special tax treatment in any taxable year, the Fund would be subject to tax on its taxable income at the corporate income tax rate, and all distributions from earnings and profits, including any distributions of net long-term capital gains, would be taxable to Shareholders as ordinary income. In addition, the Fund could be required to recognize unrealized gains, pay substantial taxes and interest, and make substantial distributions before re-qualifying as a RIC that is accorded special tax treatment. The remainder of this discussion assumes that the Fund will qualify as a RIC.

A Fund may be subject to a nondeductible 4% excise tax if it fails to currently distribute an amount equal to specified percentages of its ordinary taxable income and capital gain net income (excess of capital gains over capital losses) by the end of each calendar year. The Fund intends to make sufficient distributions or deemed distributions of its ordinary taxable income and capital gain net income each calendar year to avoid liability for this excise tax. The balance of this discussion assumes the Fund qualifies as a RIC.

Unless you purchased your Shares through a tax-exempt entity or tax-advantaged account, such as an IRA plan, you need to be aware of the possible tax consequences when the Fund makes distributions, when you sell your Shares listed on the Exchange, and when you purchase or redeem Creation Units (institutional investors only). Any income the Fund receives is paid out, less expenses, in the form of dividends to its Shareholders. Dividends and distributions are treated in the same manner for federal income tax purposes whether you receive them in cash or reinvest them in additional shares.

Distributions from the Fund’s net investment income (other than qualified dividend income), including distributions out of the Fund’s net short-term capital gains, if any, are taxable to you as ordinary income. Distributions by the Fund of net long-term capital gains in excess of net short-term capital losses are taxable to you as long-term capital gains, regardless of how long you have held the Fund’s shares. The tax rate on long-term capital gains is lower than ordinary income. Your holding period for Fund shares matters only when you sell your Shares. An exchange of Shares is considered a sale, and any related gains may be subject to applicable taxes. Dividends are taxable in the year for which they are paid, even if they appear on your account statement in the following year.

Federal law requires that a Shareholder’s cost basis, gain/loss, and holding period is reported to the Shareholder and the IRS, subject to certain exceptions for exempt recipients. Please contact the broker (or other nominee) that holds your Shares with respect to reporting of cost basis and available elections for your account.

If you are a taxable investor and invest in the Fund shortly before it makes a capital gain distribution, some of your investment may be returned to you in the form of a taxable distribution. Fund distributions will reduce the NAV per share. Therefore, if you buy Shares after the Fund has experienced capital appreciation but before the record date of a distribution of those gains, you may pay the full price for the shares and then effectively receive a portion of the purchase price back as a taxable distribution. This is commonly known as “buying a dividend.”

An additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from the Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds certain threshold amounts.

A Fund may be required to withhold U.S. federal income tax (presently at the rate of twenty four percent (24%) on all taxable distributions payable to Shareholders who fail to provide the Fund with their correct taxpayer identification numbers or to make required certifications, or who have been notified by the IRS that they are subject to backup withholding. Backup withholding is not an additional tax; rather, it is a way in which the IRS ensures it will collect taxes otherwise due. Any amounts withheld may be credited against a Shareholder’s U.S. federal income tax liability.

You will be notified in January each year about the federal tax status of distributions made by the Fund. Depending on your residence for tax purposes, distributions also may be subject to state and local taxes, including withholding taxes.

Foreign Shareholders may be subject to special withholding requirements. Consult your tax advisor about the federal, state and local tax consequences in your particular circumstances.

To the extent Creation Units are issued and redeemed by the Fund solely for cash, an Authorized Participant generally will recognize neither gain nor loss on the issuance of Creation Units, but may recognize gain or loss on the redemption of Creation Units equal to the difference between the Authorized Participant’s basis in the Creation Units and the cash received by the Authorized Participant as part of the redemption. The IRS, however, may assert that a loss realized upon an exchange of securities for Creation Units cannot be deducted currently under the rules governing “wash sales,” or on the basis that there has been no significant change in economic position. Persons exchanging securities should consult their own tax advisor with respect to whether the wash sale rules apply and when a loss might be deductible. Under current federal tax laws, any capital gain or loss realized upon redemption of Creation Units is generally treated as long-term capital gain or loss if the Shares have been held for more than one year and as a short-term capital gain or loss if the Shares have been held for one year or less, assuming such Creation Units are held as a capital asset. When the Fund redeems Creation Units in cash, it may recognize more capital gains than it would have if it redeemed Creation Units in-kind.

PREMIUM/DISCOUNT INFORMATION

The Fund is new and therefore does not have any information regarding the number of days that Shares traded on the Exchange at a price above (i.e., at a premium) or below (i.e., at a discount) the NAV of the Fund. This information for the most recently completed calendar year, and the most recently completed calendar quarters since that year (or the life of the Fund, if shorter) is available at www. __________

INDEX PROVIDER

Solactive AG, the Index Provider for the Index, is not affiliated with the Trust, Advisor, the Distributor or any of their respective affiliates. The Index Provider is a resource for index-based concepts, data, and research. The Index Provider provides financial, economic, and investment information and analytical services to the financial community. The Index Provider calculates and maintains the Index.

SHAREHOLDER REPORTS AND OTHER INFORMATION

Householding is an option available to certain investors of the Fund. Householding is a method of delivery, based on the preference of the individual investor, in which a single copy of certain Shareholder documents can be delivered to investors who share the same address, even if their accounts are registered under different names. Householding for the Fund is available through certain brokers and financial intermediaries. If you are interested in enrolling in householding and receiving a single copy of the Prospectus and other Shareholder documents, please contact your broker or financial intermediary. If you currently are enrolled in householding and wish to change your householding status, please contact your broker or financial intermediary.

INFORMATION ABOUT THE TRUST AGREEMENT

The Trust was established as a Delaware statutory trust by an Agreement and Declaration of Trust dated December 1, 2021 (the “Trust Agreement”). The Trust Agreement provides that by virtue of becoming a Shareholder of the Trust, each Shareholder shall be held expressly to have agreed to be bound by the provisions of the Trust Agreement. In addition, the Trust Agreement provides a detailed process for the bringing of derivative actions by Shareholders in order to permit legitimate inquiries and claims while avoiding the time, expense, distraction, and other harm that can be caused to a Fund or its Shareholders as a result of spurious Shareholder demands and derivative actions. Prior to bringing a derivative action, a demand by the complaining Shareholder must first be made on the Trustees. The Trust Agreement details conditions that must be met with respect to the demand. Following receipt of the demand, the Trustees must be afforded a reasonable amount of time to investigate and consider the demand. The Trustees will be entitled to retain counsel or other advisors in considering the merits of the request and shall require an undertaking by the Shareholders making such request to reimburse the Trust for the expense of any such advisors in the event that the Trustees determine not to bring such action. This provisions do not apply to claims brought under the federal securities laws. These provisions may cause Shareholders incur additional costs and experience delays in bringing a derivative action.

The Trust Agreement also requires that actions by Shareholders against a Fund be brought only in a certain federal court in New York, or if not permitted to be brought in federal court, then in the Court of Chancery of the State of Delaware as required by applicable law, or the Superior Court of Delaware, and that the right to jury trial be waived to the fullest extent permitted by law. Limiting Shareholders’ ability to bring actions only in a certain federal court in New York or courts in Delaware may cause Shareholders economic hardship to litigate the action in those courts, including paying for traveling expenses of witnesses and counsel, requiring retaining local counsel, and may limit Shareholders’ ability to bring a claim in a judicial forum that Shareholders find favorable for disputes, which may discourage such actions. Waiver of the right to jury trial has drawbacks such as there is only one person making the decision while juries are composed of members of the community and juries tend to award higher verdicts.

FINANCIAL HIGHLIGHTS

Financial information about the Fund is not provided because, as of the date of this prospectus, the Fund has not yet commenced operations.

Additional Fund Information

Several additional sources of information are available to you. The Statement of Additional Information (SAI), incorporated into this prospectus by reference, contains detailed information on each Fund’s policies and operations. Additional information about a Fund’s investments will be available in the Fund’s annual and semi-annual report to Shareholders. The annual reports will contain management’s discussion of market conditions and investment strategies that significantly affected the Fund’s investment return during its last fiscal year. You may obtain the SAI and Shareholder reports at www.___________. You may also call the Trust at 1- XXX-XXX-XXXX between the hours of 8:30 a.m. and 7:00 p.m. Eastern time on days the Fund is open for business to request free copies of the SAI and the Fund’s annual and semi-annual reports, to request other information about the Fund and to make Shareholder inquiries.

You may also obtain reports and other information about a Fund on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov, and copies of this information may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the SEC’s Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549-1520.

Investment Company Act # 811-23756

For Additional Information, call 1- XXX-XXX-XXXX

The information in this Statement of Additional Information is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Statement of Additional Information is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Strategic Innovations Fund Trust

STATEMENT OF ADDITIONAL INFORMATION

DATED ________________ 2022

This Statement of Additional Information (“SAI”) is not a prospectus but should be read in conjunction with the Fund’s current prospectus (dated ____, 2022). This SAI is intended to provide additional information regarding the activities and operations of the Strategic Innovations Funds Trust (the “Trust”). To obtain a current prospectus without charge please contact the Fund at 1 or by writing to Strategic Innovations Fund Trust, 75 Virginia Road, 2nd Floor, Suite V1 North White Plains, NY 10603 or at www.xxxxxxxxxxxxxxx.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THE PROSPECTUS, OR IN THIS SAI INCORPORATED HEREIN BY REFERENCE, IN CONNECTION WITH THE OFFERING MADE BY THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR PRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY STRATEGIC INNOVATIONS FUND TRUST. THIS SAI DOES NOT CONSTITUTE AN OFFERING BY STRATEGIC INNOVATIONS FUND TRUST IN ANY JURISDICTION IN WHICH SUCH AN OFFERING MAY NOT LAWFULLY BE MADE.

DESCRIPTION OF THE TRUST, SHARES AND THE FUND

Strategic Innovations Fund Trust (the “Trust”) is an open-end management investment company established as a Delaware statutory trust by an Agreement and Declaration of Trust dated December 1, 2021 (the “Trust Agreement”). The Trust Agreement permits the Board of Trustees (“Trustees”, “Board of Trustees” or “Board”) to authorize and issue an unlimited number of shares of beneficial interest of separate series. Currently, the Trust consists of one series or exchange traded Fund (“ETF”): the Net Zero ETF (“Net Zero Fund” or “Fund”); the Trust may add additional series in the future. The Trust has not yet commenced operations as of the date of this SAI.

Under the Investment Company Act of 1940, as amended (the “1940 Act”), the Fund is classified as “diversified.” A “diversified” fund may not, with respect to 75% of its total assets, invest more than 5% of its total assets in the securities of any one issuer (and not more than 10% of the outstanding voting securities of an issuer). For purposes of the 75% test, cash, Government securities and securities of other investment companies are excluded. 

The Trust Agreement authorizes the issuance of an unlimited number of series and shares. Each share represents an equal proportionate interest in the assets and liabilities belonging to that series with each other share (“Share” or “Shares”). Each Share is entitled to such dividends and distributions out of income belonging to the Fund as are declared by the Trustees. Share certificates representing Shares will not be issued. Shares, when issued, are fully paid and non-assessable. 

The Trustees have the authority from time to time to divide or combine the Shares of any series into a lesser or greater number of shares of that series so long as the proportionate beneficial interest in the assets belonging to that series and the rights of the shareholders of any other series are in no way affected. The Trustees have the power to liquidate a series without approval of the shareholders of the series (“Shareholder” or “Shareholders”). In case of any liquidation of a series, the Shareholders of the series being liquidated will be entitled to receive as a class a distribution out of the assets, net of liabilities, belonging to that series. Expenses attributable to a series are borne by that series. Any general expenses of the Trust not readily identifiable as belonging to a particular series are allocated by or under the direction of the Trustees in such manner as the Trustees determine to be fair and equitable. No Shareholder is liable to further calls or to assessment by the Trust without his or her express consent. All Shares of the Fund are subject to involuntary redemption if the Trustees determine to liquidate the Fund. An involuntary redemption will create a capital gain or a capital loss, which may have tax consequences about which you should consult your tax advisor. 

Each Share has one vote with respect to matters upon which a Shareholder vote is required, consistent with the requirements of the 1940 Act and the rules promulgated thereunder. The Shares do not have cumulative voting rights or any preemptive or conversion rights. Shares of all Fund in the Trust vote together as a single class, except that if the matter being voted on affects only a particular Fund it will be voted on only by that Fund and if a matter affects a particular Fund differently from other Fund, that Fund will vote separately on such matter. As a Delaware statutory trust, the Trust is not required, and does not intend, to hold annual meetings of Shareholders. 

Approval of Shareholders will be sought, however, for certain changes in the operation of the Trust and for the election of Trustees under certain circumstances. Upon the written request of Shareholders owning at least 10% of the Trust’s Shares, the Trust will call a meeting of Shareholders to consider the removal of one or more Trustees and other certain matters. In the event that such a meeting is requested, the Trust will provide appropriate assistance and information to the Shareholders requesting the meeting. 

The Trust’s Board of Trustees oversees the overall management of the Fund and elects the officers of the Trust. A Trustee may be removed by vote of the Shareholders holding not less than two-thirds of the outstanding Shares of the Trust. The Trust does not hold an annual meeting of Shareholders.

The Trust Agreement provides that by virtue of becoming a Shareholder of the Trust, each Shareholder shall be held expressly to have agreed to be bound by the provisions of the Trust Agreement. In addition, the Trust Agreement provides a detailed process for the bringing of derivative actions by Shareholders in order to permit legitimate inquiries and claims while avoiding the time, expense, distraction, and other harm that can be caused to the Fund or its Shareholders as a result of spurious Shareholder demands and derivative actions. Prior to bringing a derivative action, a demand by the complaining Shareholder must first be made on the Trustees. The Trust Agreement details conditions that must be met with respect to the demand. Following receipt of the demand, the Trustees must be afforded a reasonable amount of time to investigate and consider the demand. The Trustees will be entitled to retain counsel or other advisors in considering the merits of the request and shall require an undertaking by the Shareholders making such request to reimburse the Trust for the expense of any such advisors in the event that the Trustees determine not to bring such action. These provisions do not apply to claims brought under the federal securities laws. These provisions may cause Shareholders incur additional costs and experience delays in bringing a derivative action.

The Trust Agreement also requires that actions by Shareholders against the Fund be brought only in a certain federal court in New York, or if not permitted to be brought in federal court, then in the Court of Chancery of the State of Delaware as required by applicable law, or the Superior Court of Delaware, and that the right to jury trial be waived to the fullest extent permitted by law. Limiting Shareholders’ ability to bring actions only in a certain federal court in New York or courts in Delaware may cause Shareholders economic hardship to litigate the action in those courts, including paying for traveling expenses of witnesses and counsel, requiring retaining local counsel, and may limit Shareholders’ ability to bring a claim in a judicial forum that Shareholders find favorable for disputes, which may discourage such actions. Waiver of the right to jury trial has drawbacks such as there is only one person making the decision while juries are composed of members of the community and juries tend to award higher verdicts.

Limitation of Trustees’ Liability; Indemnification of Trustees and Other Persons. The Trust Agreement provides that a Trustee shall be liable only for his or her own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee, and shall not be liable for errors of judgment or mistakes of fact or law. The Trustees shall not be responsible or liable in any event for any neglect or wrong-doing of any officer, agent, employee, adviser or principal underwriter of the Trust, nor shall any Trustee be responsible for the act or omission of any other Trustee. The Trust Agreement also provides that the Trust shall indemnify each person who is, or has been, a Trustee, officer, employee or agent of the Trust, any person who is serving or has served at the Trust’s request as a Trustee, officer, trustee, employee or agent of another organization in which the Trust has any interest as a Shareholder, creditor or otherwise to the extent and in the manner provided in the By-laws. However, nothing in the Trust Agreement shall protect or indemnify a Trustee against any liability for his or her willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee. Nothing contained in this section attempts to disclaim a Trustee’s individual liability in any manner inconsistent with the federal securities laws. 

For a description of the methods used to determine the Share price and value of the Fund’s assets, see “Determination of Net Asset Value” in the Prospectus and “Determination of Net Asset Value” in this Statement of Additional Information. 

EXCHANGE LISTING AND TRADING

Shares are listed on the [NYSE Arca, Inc.] (the “Exchange”). Shares trade throughout the day on the Exchange and in the secondary market. There can be no assurance that the Fund will continue to meet the requirements of the Exchange necessary to maintain the listing of Shares. The Exchange will consider the suspension of trading in, and will initiate delisting proceedings of, the Shares of the Fund if (i) following the initial 12-month period beginning at the commencement of trading of the Fund, there are fewer than 50 beneficial owners of the Shares of the Fund; (ii) the Fund is no longer eligible to operate in reliance on Rule 6c-11 under the 1940 Act; (iii) the Fund fails to meet certain continued listing standards of the Exchange; or (iv) such other event shall occur or condition exists that, in the opinion of the Exchange, makes further dealings on the Exchange inadvisable. The Fund relies on the Exchange’s generic listing standards. 

The Trust reserves the right to adjust the price levels of Shares in the future to help maintain convenient trading ranges for investors. Any adjustments would be accomplished through stock splits or reverse stock splits, which would have no effect on the net assets of the Fund.

INVESTMENT POLICIES, PRACTICES AND RELATED RISKS OF THE FUND

The Fund follows its own investment objectives and policies, including investment restrictions. Several of these restrictions and the Fund’s investment objectives are fundamental policies, which means that they may not be changed except by a vote of a “majority of the outstanding voting securities” of the Fund. A “majority of the outstanding voting securities” means the lesser of (i) 67% of the Shares represented at a meeting at which more than 50% of the outstanding shares are represented in person or by proxy, or (ii) more than 50% of the outstanding Shares. Except for the investment objectives and those restrictions specifically identified as fundamental, all other investment policies and practices described in this SAI are not fundamental and may be changed solely by approval of the Board of Trustees. The percentage minimum investment limitations are non-fundamental, which means they may be changed by the Board of Trustees subject to 60 days advance notice to Shareholders (see “Non-Fundamental Restrictions” below). 

Investment Restrictions

The following restrictions apply to the Fund. 

Fundamental Restrictions. The following limitations have been adopted by the Trust with respect to the Fund and are fundamental which means they can be changed only when permitted by law and approved by a majority of the Fund’s outstanding voting securities.

With respect to the percentages adopted by the Trust as maximum limitations on its investment policies and limitations, an excess above the fixed percentage will not be a violation of the policy or limitation unless the excess results immediately and directly from the acquisition of any security or the action taken by the Fund. This paragraph does not apply to the borrowing policy set forth in paragraph 1 above, and any borrowing by the Fund that exceeds the fundamental investment limitations stated above must be reduced to meet such limitations within the period required by the 1940 Act or the relevant rules, regulations or interpretations thereunder. 

Non-Fundamental Restrictions. The following limitations have been adopted by the Trust with respect to the Fund and are Non-Fundamental which means that they can be changed by approval of a majority of the Board of Trustees.

Investment Practices, Securities and Related Risks

The following table shows the investment practices of the Fund the securities in which it may invest and related risks; those designated with a ? indicate that the practice, security or risk is a primary one; and those with an † indicate that while the Fund may engage in the practice or invest in the security it is not primary. Following the table is a description of the practice, security and related risk.

Description

Borrowing and Leveraging. Subject to the limitations described under “Investment Restrictions” above, the Fund may be permitted to borrow for temporary purposes and/or for investment purposes. Borrowing for investment purposes creates leveraging which can exaggerate the effect of any increase or decrease in the value of portfolio securities held by the Fund. This borrowing may be secured or unsecured. Provisions of the 1940 Act require the Fund to maintain continuous asset coverage (that is, total assets including borrowings, less liabilities exclusive of borrowings) of 300% of the amount borrowed. If the 300% asset coverage should decline as a result of market fluctuations or other reasons, the Fund may be required to sell some of its portfolio holdings within three days to reduce the debt and restore the 300% asset coverage, even though it may be disadvantageous from an investment standpoint for the Fund to sell securities at that time. Money borrowed will be subject to interest charges which may or may not be recovered by appreciation of the securities purchased, if any.

Common Stock. Common stock is an equity security that represents an ownership interest in a company, and usually possesses voting rights and earns dividends. Dividends on common stock are not fixed but are declared at the discretion of the issuer. Common stock generally represents the riskiest investment in a company. In addition, common stock generally has the greatest appreciation and depreciation potential because increases and decreases in earnings are usually reflected in a company’s stock price.

Equity Securities. In general, prices of equity securities are more volatile than those of fixed income securities. The prices of equity securities fluctuate, and sometimes widely fluctuate, in response to activities specific to the issuer of the security as well as factors unrelated to the fundamental condition of the issuer, including general market, economic and political conditions along with other factors.

ETF Investments. ETFs are publicly-traded traded securities that seek to replicate the performance of a securities index, a basket of securities or other benchmark asset. ETFs are subject to the same risks as the underlying asset (e.g., Equity Securities Risks) and, in addition, to liquidity risk (the inability to sell at the desired price or time) and tracking error risk (the failure of the ETF to replicate the performance of the underlying asset), incur certain expenses not incurred by their applicable index or asset. In addition, ETFs are subject to investment advisory and other expenses of the ETF, which will be indirectly paid by the Fund and its Shareholders. As a result, the cost of investing in the Fund will be higher than the cost of investing directly in ETFs and also may be higher than other mutual Fund that invest directly in securities. The index provider to the ETFs in which the Fund invests may lack experience as an index provider and the ETF may experience increased tracking error – it may not perform as anticipated. The Fund does not intend to invest in “actively managed” ETFs advised by an adviser other than the Advisor.

ETF shares are redeemable only in large blocks (typically, 25,000 or more shares) often called “Creation Units” by persons other than the Fund and are redeemed principally in-kind at each day’s next calculated net asset value per share (NAV). Traditional investment companies are continuously offered at the next-calculated NAV per share, ETFs are traded intra-day in the secondary market (e.g., on a stock exchange) at prices that may be above or below the value of their underlying portfolios and, depending on the trading volume in the secondary market, may be illiquid a times.

ETFs utilize several methods to replicate performance: (i) full replication by buying all of the securities that make up the index, (ii) optimization by buying the securities in the index that provide the most representative sample of the index based on correlations, exposure and risk, or (iii) enhanced indexing by actively managing the weights of the securities in the index to enhance returns. While optimization sampling saves on costs, optimization returns can vary, both up and down, from full replication. Most fixed-income ETFs use optimization sampling.

ETFs that track an index are not actively managed in that the ETF cannot sell stocks or other assets as long as they are represented in the index or other benchmark. Enhanced Index ETFs can actively adjust the weights of the index constituents. ETFs also may be leveraged and/or inverse. Leveraged ETFs seek to deliver multiples of the performance of the index or other benchmark they track and use derivatives in an effort to amplify the returns (or declines, in the case of inverse ETFs) of the Index or benchmark. While leveraged ETFs may offer the potential for greater return, the potential for loss and the speed at which losses can be realized also are greater. Most leveraged and inverse ETFs “reset” daily, meaning they are designed to achieve their stated objectives on a daily basis. Leveraged and inverse ETFs can deviate substantially from the performance of their underlying benchmark over longer periods of time, particularly in volatile periods.

Growth v. Value Stocks. “Growth” stocks and “Value” stocks can react differently to issuer, political, market, and economic developments than the market as a whole and other types of stocks.

Illiquid Investments. Illiquid securities include (i) securities for which there is no readily available market; (ii) securities where the disposition would be subject to legal or contractual restrictions (so called “restricted securities”); and (iii) repurchase agreements having more than seven days to maturity. The Board has delegated to the Advisor the day-to-day determination of the illiquidity of any security held by the Fund, although it has retained oversight and ultimate responsibility for such determinations. Although no definitive liquidity criteria are used, the Advisor considers such factors as (a) frequency of trading and availability of quotations; (b) the number of dealers willing to purchase or sell the security and the availability of buyers; (c) the willingness of dealers to be market makers in the security; and (d) the nature of trading activity including (i) the time needed to dispose of a position or part of a position and (ii) offer and solicitation methods. A considerable period of time may elapse between the Fund’s decision to sell such securities and the time when the Fund is able to sell them, during which time the value of the securities could decline. Illiquid securities will usually be priced at fair value as determined in good faith by the Board or its delegate. If, through the appreciation of illiquid securities or the depreciation of liquid securities, more than 15% of the value of the Fund’s net assets is invested in illiquid securities, including restricted securities which are not readily marketable, the Fund will take such steps as are deemed advisable, if any, to protect liquidity.

Institutional markets for restricted securities have developed as a result of the promulgation of Rule 144A under the Securities Act, which provides a safe harbor from Securities Act registration requirements for qualifying sales to institutional investors. When Rule 144A restricted securities present an attractive investment opportunity and otherwise meet selection criteria, the Fund may make such investments. Whether or not such investments are illiquid depends on the market that exists for the particular investment. It is not possible to predict with assurance exactly how the market for Rule 144A restricted securities or any other security will develop. An investment which when purchased enjoyed a fair degree of marketability may subsequently become illiquid. In such event, appropriate remedies are considered to minimize the effect on the Fund’s liquidity.

Insolvency of Issuers, Counterparties, and Intermediaries. Issuers of Fund portfolio securities, or intermediaries or counterparties to Fund transactions that become insolvent or declare bankruptcy can pose special investment risks. In each circumstance, risk of loss, valuation uncertainty, increased illiquidity, and other unpredictable occurrences may negatively impact an investment.

As a general matter, if the issuer of a Fund portfolio security is liquidated or declares bankruptcy, the claims of owners of bonds and preferred stock have priority over the claims of common stock owners. These events can negatively impact the value of the issuer’s securities and the results of related proceedings can be unpredictable.

Investment Company Securities. Section 12 of the 1940 Act limits the Fund and any companies controlled by the Fund from holding securities of investment companies (including open-end and closed-end Fund, unit investment trusts and ETFs) each an “Acquired Fund”) to amounts which (i) do not exceed 3% of the total outstanding voting stock of an Acquired Fund, (ii) do not exceed 5% of the value of the Fund’s the total assets in the Acquired Fund and (iii) when added to all Acquired Fund held by the Fund, do not exceed 10% of the value of the Fund’s total assets. The Fund may exceed these limits when permitted by SEC order or other applicable law or regulatory guidance, such as is the case with many ETFs.

Acquired Fund typically incur fees that are separate from those fees incurred directly by the Fund. Fund Shareholders would indirectly bear a proportionate share of the operating expenses of such investment companies, including advisory fees and operating expenses, in addition to paying Fund expenses. In addition, the securities of other investment companies may also be leveraged and will therefore be subject to certain leverage risks. The net asset value and market value of leveraged securities will be more volatile and the yield to Shareholders will tend to fluctuate more than the yield generated by unleveraged securities. Acquired Fund may have investment policies that differ from those of the Fund.

Under certain circumstances an open-end investment company in which the Fund invests may determine to make payment of a redemption by the Fund wholly or in part by a distribution in-kind of securities from its portfolio, instead of in cash. As a result, the Fund may hold such securities until the Advisor determines it is appropriate to dispose of them. Such disposition will impose additional costs on the Fund.

Large Capitalization Securities. Large capitalization companies present certain advantages in that these companies generally have greater financial resources, more extensive research and development, manufacturing, marketing and service capabilities, and more stability and greater depth of management and personnel. The trading volumes of large capitalization companies tend to be much higher than smaller capitalization companies. However, large capitalization companies may be unable to attain the high growth rates of successful, smaller companies during periods of economic expansion.

Smaller, less seasoned companies may present greater opportunities for growth but generally involve greater risks than customarily are associated with larger, more established companies. These companies may have limited product lines, markets or financial resources, or they may be dependent upon a limited management group. The securities of mid-capitalization companies may be subject to more abrupt or erratic market movements and may have lower trading volumes or more erratic trading than securities of larger, more established companies or market cap averages in general. In addition, such companies typically are more likely to be adversely affected than large capitalization companies by changes in earning results, business prospects, investor expectations or poor economic or market conditions.

Liquidity. Securities that are normally liquid may become difficult or impossible to sell at an acceptable price during periods of economic instability or other emergency conditions. Some securities may be infrequently or thinly traded even under normal market conditions.

MANAGEMENT OF THE TRUST 

Investment Advisor. Strategic Innovations Advisors LLC (“Advisor”) serves as investment adviser to the Fund. See “Investment Advisory and Other Services” below for additional information about the Advisor. 

Board of Trustees 

The Board of Trustees supervises the business activities of the Trust and appoints the officers. Each Trustee serves until the termination of the Trust unless the Trustee dies, resigns, retires or is removed. The Board generally meets four times a year to review the progress and status of the Trust. 

Two tables follow: The first table provides information regarding each Trustee who is not an “interested person” of the Trust, as defined in the 1940 Act (“Independent Trustee”). The second table provides information regarding each Trustee who is an “interested person” of the Trust, as defined in the 1940 Act, and each officer of the Trust. 

INDEPENDENT TRUSTEES

Includes each Trustee who is not an “interested person” of the Trust, as defined in the 1940 Act

 INTERESTED TRUSTEES and OFFICERS OF THE TRUST

Includes each Trustee who is an “interested person” of the Trust, as defined in the 1940 Act

Trustee Ownership 

As of the date of this SAI, none of the Trustees or officers own any of the shares of the Fund. 

Board Oversight of Risk 

The Fund is subject to a number of risks, including investment, compliance, operational and financial risks, among others. Risk oversight is part of the Board’s general oversight of the Fund and is addressed as part of various Board and Committee activities. Day-to-day risk management with respect to the Fund resides with the Advisor, fund accounting agent, administrator, or other service providers, subject to supervision by the Advisor. Board Committees and the Board oversee efforts by management and service providers to manage the risk to which the Fund may be exposed. For example, the Board meets with portfolio managers periodically and receives regular reports regarding performance and investment risk. The Board meets with the Chief Compliance Officer (“CCO”) and receives regular reports regarding compliance and regulatory risks. The Audit Committee meets with the Trust’s Treasurer and receives regular reports regarding Fund operations and risks related to the valuation, liquidity, and overall financial reporting of the Fund. From its review of these reports and discussions with management and officers of the Trust, the Board learns about the material risks to which the Fund is exposed, enabling a dialogue about how management and service providers mitigate those risks. 

Not all risks that may affect the Fund can be identified nor can controls be developed to eliminate or mitigate their occurrence or effects. It may not be practical or cost effective to eliminate or mitigate certain risks, the processes and controls employed to address certain risks may be limited in their effectiveness, and some risks are simply beyond the reasonable control of the Trust or the Advisor their affiliates, or other service providers. Moreover, it is necessary to bear certain risks (such as investment related risks) to achieve the Fund’s goals. As a result of the foregoing and other factors, the Fund’s ability to manage risk is subject to substantial limitations. The Trustees believe that their current oversight approach is an appropriate way to manage risks facing the Fund, whether investment, compliance, financial, or otherwise. The Trustees may, at any time in their discretion, change the manner in which they conduct risk oversight of the Fund.

Trustee Attributes

The Board believes each of the Trustees has demonstrated leadership abilities and possesses experience, qualifications, and skills valuable to the Fund. Each of the Trustees has a substantial business and professional background that indicates the Board has the ability to critically review, evaluate and assess information provided to them. Below is additional information concerning each particular Trustee and their attributes. The information provided below, and in the chart above, is not all-inclusive. Many Trustee attributes involve intangible elements, such as intelligence, work ethic, the ability to work together and the ability to communicate effectively, exercise judgment, ask incisive questions, manage people and problems or develop solutions.

John J. Pileggi (Interested Trustee). Mr. Pileggi has been an Interested Trustee and President of the Trust since inception. He is also Managing Member and President of the Advisor and Chief Investment Officer of Uncommon Giving Corporation. Since 2017 he has been a consultant to companies in the financial services industry. He previously served as an Interested Trustee of AIFT (2005–2015) and RXFT (2013–2015). Mr. Pileggi was a founding member and Managing Member (2005–2017) of American Independence Financial Services LLC, investment adviser to AIFT and RXFT. Previously Mr. Pileggi was President and CEO of Mercantile Investment & Wealth Management and President of Mercantile Capital Advisors and Mercantile Securities until March 2004. In 2001, Mr. Pileggi was President and CEO of Plus Fund. From 1997 to 2000, he was Chairman and CEO of ING Fund and CEO of ING Investment Products Distribution, overseeing the launch of a mutual fund operation in January 1999 that grew to $1.5 billion in assets and 18 Fund in its first year. From 1994 to 1998, he was Senior Managing Director and Member of the Board of Furman Selz LLC. Mr. Pileggi began his career at Lehman Brothers Kuhn Loeb.

Mr. Pileggi attended Brooklyn College of the City University of New York from 1976 to 1980. Mr. Pileggi has previously served as an Interested Trustee of the Pacifica Fund, FFB Fund, First Choice Fund, Mariner Fund, Bank IV Fund, Fund Source, Fund Trust, Performance Fund and Evergreen Fund. He was selected as a Trustee based on his business experience and extensive previous service as a mutual fund director.

Leadership Structure and Board of Trustees

The primary responsibility of the Board of Trustees is to represent the interests of the Shareholders of the Trust and to provide oversight of the management of the Trust. Six of the Trustees on the Board are Independent Trustees. The Chairman of the Board of Trustees is [       ], who is an Independent Trustee. The Board has adopted a Nominating and Governance Committee to provide guidance for effective leadership. The Board reviews quarterly reports from the investment advisors providing management services to the Fund, as well as quarterly reports from the Trust’s Chief Compliance Officer and other service providers. This process allows the Board to effectively evaluate issues that impact the Trust as a whole as well as issues that are unique to the Fund. The Board has determined that this leadership structure is appropriate to ensure that the regular business of the Board is conducted efficiently while still permitting the Trustees to effectively fulfill their fiduciary and oversight obligations.

The Board reviews its structure and the structure of its committees annually. The Trustees have delegated day to day operations to the Advisor and various service providers whose activities they oversee. The Independent Trustees have also engaged legal counsel (who is also legal counsel to the Trust) that is independent of the Advisor or its affiliates to advise them on matters relating to their responsibilities in connection with the Trust. The Trustees meet separately in an executive session on a quarterly basis and meet separately in executive session with the CCO at least annually. On an annual basis, the Board conducts a self-assessment and evaluates its structure. The Board has two standing committees, the Audit Committee and the Nominating and Governance Committee (the “Committees”).

Audit Committee. The Audit Committee’s function is to oversee the Trust’s accounting and financial reporting policies and practices, its internal controls and, as appropriate, the internal controls of certain service providers; to oversee the quality and objectivity of the Trust’s financial statements and the independent audit thereof; and to act as a liaison between the Trust’s independent registered public accounting firm and the full Board of Trustees. The Audit Committee is able to focus Board time and attention to matters of interest to Shareholders and, through its private sessions with the Trust’s auditor, CCO and legal counsel, stay fully informed regarding management decisions. The Audit Committee will hold at least two regularly scheduled meetings each fiscal year. All the Independent Trustees are members of the Audit Committee; [      ]serves as Chairman of the Audit Committee.

Nominating and Governance Committee. The Committee nominates candidates for election to the Board of Trustees, makes nominations for membership on all committees, develops and evaluates governance guidelines as necessary, and reviews committee assignments at least annually. The Committee also reviews as necessary the responsibilities of any committees of the Board, considers whether there is a continuing need for each committee, whether there is a need for additional committees of the Board, and whether committees should be combined or reorganized. The Committee makes recommendations for any such action to the full Board. The Committee also considers candidates for Trustee nominated by Shareholders. Shareholders may recommend candidates for Board positions by forwarding their correspondence to the Secretary of the Trust at the Trust’s address and the Shareholder communication will be forwarded to the Committee Chairperson for evaluation. The Committee holds at least one regularly scheduled meeting each fiscal year. All the Independent Trustees are members of the Nominating and Governance Committee. [            ] is Chairman of the Nominating and Governance Committee.

Trustee Compensation

Trustees who are deemed “interested persons” of the Trust receive no compensation from the Fund. The Trust has no retirement or pension plans.

For serving as an Independent Trustee, each Independent Trustee is entitled to an annual retainer of $8,000 and an attendance fee of $500 per meeting; the Chairman is entitled to an annual fee of $1,000 for serving as Chairman. For serving on each of the Audit Committee and Nominating and Governance Committee, each member is entitled to a per meeting attendance fee of $250; the Chairman of each Committee is entitled to an annual fee of $1,000. Interested Trustees are not compensated by the Trust for serving as a Trustee.

The Trust has not yet commenced operations as of the date of this SAI. The table below shows the estimated compensation to be paid to each Independent Trustee during the Trust’s full fiscal first year of operations. Once the Trust has completed its first fiscal year of operations the compensation paid to the Trustees during its most recently completed fiscal year will be disclosed in this section. 

Mr. John J. Pileggi, who is an Interested Trustee, receives no compensation from the Trust for serving as a Trustee. 

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES 

Control Persons 

Shareholders owning more than 25% of the shares of the Fund is considered to “control” the Fund as that term is defined under the 1940 Act. Persons controlling the Fund can determine the outcome of any proposal submitted to the Shareholders for approval, including changes to the Fund’s fundamental policies or the terms of the management agreement with the Advisor. 

As of the date of this SAI, the Fund have not commenced operations. Therefore, no Shareholder owns any of the shares of the Fund. 

Management Ownership of the Trust

As of the date of this SAI, the Fund have not commenced operations. Therefore, the Trustee, officers and, as a group, employees of the Advisor do not own any shares of any Fund.

INVESTMENT ADVISORY AND OTHER SERVICES 

Investment Advisor

Strategic Innovations Advisors LLC (“Advisor”) serves as investment advisor to the Fund pursuant to an Investment Advisory Agreement dated _________, 2022 between the Trust and the Advisor (the “Investment Advisory Agreement”). The Advisor is a Delaware limited liability company and is registered as an investment advisor under the Investment Advisers Act of 1940, as amended (the “Advisors Act”). The Advisor’s principal place of business is 75 Virginia Road, 2nd Floor, Suite V1, North White Plains, NY 10603. The Advisor was formed on July 26, 2017 for the purpose of advising the investment companies, separately managed accounts and other advisory clients, and as of December 31, 2021, had no assets under management or advisement. The Advisor is wholly-owned by Strategic Investment Advisors Incorporated. The Advisor is indirectly employee-owned.

Under the Investment Advisory Agreement, the Advisor is responsible for providing an investment program for the Fund and has oversight responsibility for the day-to-day management and operations of the Fund and is responsible for the oversight of the service providers. Subject to the supervision of the Board of Trustees, the Advisor provides or arranges to be provided to the Fund such investment advice as it deems advisable and will furnish a continuous investment program for the Fund consistent with the Fund’s investment objective and policies. The Advisor is responsible for furnishing office space and certain facilities required for conducting the business of the Fund. 

The Trust intends to file an application for an exemptive order with the SEC to permit the Trust and the Advisor to operate under “manager of managers” structure. Under a manager of managers structure, the Advisor has responsibility to oversee sub-advisors and to recommend their hiring, termination, the allocation of assets among sub-advisors and replacement, subject to the oversight of the Board of Trustees without obtaining Shareholder approval. There are no assurances that the SEC will grant exemptive relief for the manager of managers structure. 

The Investment Advisory Agreement will continue for an initial term of two years and on a year-to-year basis thereafter, provided that continuance is approved at least annually by specific approval of the Board of Trustees or by vote of the holders of a majority of the outstanding voting securities of the Fund. In either event, it must also be approved by a majority of the Trustees who are neither parties to the agreement nor interested persons, as defined in the 1940 Act, at a meeting called for the purpose of voting on such approval. The Investment Advisory Agreement may be terminated at any time without the payment of any penalty by the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund on not more than 60 days’ written notice to the Advisor. In the event of its assignment, the Agreement will terminate automatically. 

Investment Advisory Fee. The Advisor is paid an Investment Advisory Fee by the Fund as shown below. The Investment Advisory Fee is a Unitary Fee which means that from the Investment Advisory Fee it receives, the Advisor arranges and pays for sub-advisory services, transfer agency, custody, fund administration, distribution and all routine services necessary for the Fund to operate except brokerage costs, interest on borrowings, taxes and extraordinary expenses of the Fund. The Investment Advisory Fee is set forth below:

Portfolio Management

Portfolio Managers of the Fund. See “Portfolio Management” in the Prospectus for the background and experience of the portfolio managers of the Fund who are responsible for managing the Fund’s investment portfolio. 

Portfolio Manager Information 

The portfolio managers are responsible for the day-to-day management of certain other accounts, including other affiliated Fund in the Trust. The following tables indicate the number of accounts and asset under management (in millions) for each type of account for each portfolio manager as of December 31, 2021.

 Portfolio Manager Holdings 

As of the date of this SAI, none of the portfolio manager, the principal officers of the Trust, and all other employees of the Advisor as a group beneficially own any shares of any Fund as of the date of this SAI.

Portfolio Manager Compensation 

The portfolio manager receives a fixed salary and a discretionary bonus that is tied to a number of factors including the overall financial performance of the firm, the relative investment performance of the accounts he manages, versus the benchmark upon which the Fund and other accounts are compared over various time periods; consistency of the portfolio manager’s performance and the total value of the assets managed by the portfolio manager. The bonus compensation is generally reviewed annually. As an equity owner of the Advisor, Mr. Pileggi participates in the growth in value of the Advisor. 

The portfolio manager also receives employee benefits, which may include health care and other insurance benefits as well as participation in the 401(k)-program available to all full-time employees and the firm’s profit-sharing plan.

Conflicts of Interest

A portfolio manager’s management of “other accounts” may give rise to potential conflicts of interest. The other accounts may have similar investment objectives or strategies as the Fund and differing levels of investment advisory fees. A potential conflict of interest may arise as a result whereby a portfolio manager could favor one account over another. Another potential conflict could include a portfolio manager’s knowledge about the size, timing, and possible market impact of Fund trades whereby the portfolio manager could use this information to the advantage of other accounts, particularly higher fee-paying accounts, and to the disadvantage of the Fund. However, the Advisor has established policies and procedures to ensure that the purchase and sale of securities among all accounts the Advisor manage are fairly and equitably allocated. 

Distributor 

[           ], serves as the Fund’ distributor, also known as the “principal underwriter”, pursuant to a Distribution Agreement among the Distributor, Advisor and Trust dated -------- 2022. Under the Distribution Agreement, the Distributor acts as agent of the Trust in connection with the offering of the Shares of the Fund on a continuous basis. The Distributor and its officers have no role in determining the investment policies of the Fund or the securities purchased or sold by the Fund. The Distributor is a broker-dealer registered under the Securities Exchange Act of 1934 (the “Exchange Act”) and a member of FINRA. 

The Distributor will not distribute Shares in amounts less than a Creation Unit and does not maintain a secondary market in Shares. As agent for the Trust, the Distributor will receive orders for the purchase and redemption of Creation Units, provided that any subscriptions and orders will not be binding on the Trust until accepted by the Trust. The Distributor has no obligation to sell any specific quantity of Fund shares. The Distributor and its officers have no role in determining the Fund’s investment policies or which securities to buy or sell.

The Distributor may also enter into agreements with securities dealers (“Soliciting Dealers”) who will solicit purchases of Creation Units of Shares. Such Soliciting Dealers may also be Authorized Participants (as discussed in “Procedures for Purchase of Creation Units” below) or DTC participants (as defined below). 

The Distribution Agreement will continue for an initial term of two years and on a year-to-year basis thereafter, provided that continuance is approved at annually (i) by the vote of the Trustees or by a vote of the Shareholders of the Fund(s) and (ii) by the vote of a majority of the Independent Trustees who are have no direct or indirect financial interest in the operations of the Distribution Agreement or any related agreement, cast in person at a meeting called for the purpose of voting on the Distribution Agreement. 

Financial Intermediary Compensation. The Advisor or its affiliates, out of their own resources and not out of Fund’ assets (i.e., without additional cost to the Fund or its Shareholders), may pay certain broker dealers, banks and other financial intermediaries (“Intermediaries”) for certain activities. The cost of these arrangements is not borne by the Fund. 

Compensation may be paid to Intermediaries that provide services to the Fund, including marketing and education support (such as through conferences, webinars and printed communications). Payments to an Intermediary may be significant to the Intermediary, and amounts that Intermediaries pay to your adviser, broker or other investment professional, if any, may also be significant to such adviser, broker or investment professional. Because these payments may influence the decisions an Intermediary makes about what investment options it will make available or recommend, and what services to provide in connection with various products, these payments create conflicts of interest between the Intermediary and its clients. For example, these financial incentives may cause the Intermediary to recommend the Fund rather than other investments. The same conflict of interest exists with respect to your financial adviser, broker or investment professional if he or she receives similar payments from his or her Intermediary firm. 

Intermediary information is current only as of the date of this SAI. Please contact your adviser, broker, or other investment professional for more information regarding any payments his or her Intermediary firm may receive. Any payments made by the Advisor their affiliates to an Intermediary may create the incentive for an Intermediary to encourage customers to buy Shares.

Fund Services: Fund Accountant and Administrator, Transfer Agent, Custodian, Independent Registered Public Accounting Firm and Legal Counsel

Fund Accountant and Administrator 

[         ] (the “Administrator”), serves as fund accountant and administrator for the Fund under a Master Services Agreement with the Trust. 

Administrative and Related Services. Subject to the general supervision of the Board, the Administrator provides the Trust with administrative and management services (other than investment advisory services) and accounting services, including portfolio accounting services, tax accounting services, and furnishing financial reports. In this capacity, the Administrator does not have any responsibility or authority for the management of the Fund, the determination of investment policy, or for any matter pertaining to the distribution of Shares. As compensation for the administration, accounting and management services, the Advisor pays the Administrator a fee based on the Fund’s average daily net assets, subject to a minimum annual fee. The Administrator also is entitled to certain out-of-pocket expenses for the services mentioned above, including pricing expenses. 

Transfer Agent 

[         ], acts as transfer, dividend disbursing, and shareholder servicing agent for the Fund pursuant to written agreement with the Fund (the “Transfer Agent”). Under the agreement, the Transfer Agent is responsible for administering and performing transfer agent functions, dividend distribution, shareholder administration, and maintaining necessary records in accordance with applicable rules and regulations. 

Transfer Agency Services. The Transfer Agent provides some or all of the following services: (i) perform and facilitate the performance of purchases and redemptions of Creation Units; (ii) prepare and transmit payments for dividends and distributions; (iii) record the issuance of shares and maintain records of the number of authorized shares; (iv) prepare and transmit information regarding purchases and redemptions of shares; (v) communicate information regarding purchases and redemptions of shares and other relevant information to appropriate parties; (vi) maintain required books and records; and (vii) perform other customary services of a transfer agent and dividend disbursing agent for an ETF. 

The Transfer Agent also is entitled to certain out-of-pocket expenses for the administrative and transfer agency services mentioned above. Under the Advisory Agreement, the Advisor has contractually assumed the Trust’s obligation to pay the expenses of the Transfer Agent. The Fund is new, and the Advisor has not paid the Transfer Agent any fees for services to the Fund as of the date of this SAI. 

Custodian

[                            ] (the “Custodian”), serves as the custodian of the Fund’s assets pursuant to a Custodian and Transfer Agent Agreement by and between the Custodian and the Trust on behalf of the Fund.

Custody Services. The Custodian’s responsibilities include safeguarding and controlling the Fund’s cash and securities, handling the receipt and delivery of securities, and collecting interest and dividends on the Fund’s investments. Pursuant to the Custodian and Transfer Agent Agreement, the Custodian also maintains original entry documents and books of record and general ledgers; posts cash receipts and disbursements; and records purchases and sales based upon communications from the Advisor. The Fund may employ foreign sub-custodians that are approved by the Board to hold foreign assets. The Custodian receives an annual fee from the Advisor based on the Trust’s total average daily net assets, subject to a minimum annual fee, and certain settlement charges.

The Custodian also is entitled to certain out-of-pocket expenses for the administrative and custody services mentioned above. Under the Advisory Agreement, the Advisor has contractually assumed the Trust’s obligation to pay the fees and expenses of the Custodian. The Fund is new, and the Advisor has not paid the Custodian any fees for services to the Fund as of the date of this SAI. 

Independent Registered Public Accounting Firm 

The firm of [______________,] located at has been selected as independent registered public accounting firm for the Fund for the fiscal year ending December 31, 2022, in accordance with the requirements of the 1940 Act and the rules thereunder. ____________ will perform an annual audit of the Fund’s financial statements and provides financial, tax and accounting services as requested. The address of __________________. 

Legal Counsel

Vedder Price P.C, located at 1633 Broadway, New York, New York 10019, serves as legal counsel to the Fund and the Independent Trustees (“Trust Counsel”).

CODE OF ETHICS 

The Trust, the Advisor and the principal underwriter have each adopted a Code of Ethics (the “Code”) pursuant to Rule 17j-1 under the 1940 Act. The personnel subject to the Code are permitted to invest in securities, including securities that may be purchased or held by the Fund. These Codes of Ethics are filed as exhibits to the Trust’s registration statement on Form N-1A and are available on the SEC’s EDGAR website at http://www.sec.gov, or by calling the Fund at 1-XXX XXXX.

PROXY VOTING POLICIES

The Proxy Policy has been approved by the Board of Trustees. The Proxy Policy is designed and implemented in a manner reasonably expected to ensure that voting and consent rights are exercised prudently and solely in the best economic interests of the Fund and their Shareholders considering all relevant factors and without undue influence from individuals or groups who may have an economic interest in the outcome of a proxy vote. Any conflict between the best economic interests of the Fund and the Advisor’s interests will be resolved in the Fund’s favor pursuant to the Proxy Policy.

The Fund has delegated proxy voting responsibilities to its Advisor, subject to the Board’s oversight. The Advisor has adopted the Proxy Voting Policies for such purpose. When the Proxy Voting Policies do not cover a specific proxy issue, the Advisor will use its best judgment in voting proxies on behalf of the Fund.

When available, information on how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 will be available (1) without charge, upon request, by calling 1-XXX XXX XXXX and (2) on the SEC’s website at www.sec.gov. Since the Fund have not commenced operations, there have been no proxy votes.

PORTFOLIO HOLDINGS DISCLOSURE POLICIES AND PROCEDURES

The Trust’s Board of Trustees has adopted a policy regarding the disclosure of information about the Fund’s security holdings. The Fund’s entire portfolio holdings are publicly disseminated each day the Fund is open for business and may be available through financial reporting and news services, including publicly available internet web sites. In addition, the composition of the Deposit Securities (defined below) is publicly disseminated daily prior to the opening of the Exchange via the facilities of the National Securities Clearing Corporation (“NSCC”).

BROKERAGE TRANSACTIONS 

Subject to the general supervision and approval of the Board of Trustees, the Advisor is responsible for making decisions with respect to and placing orders for all purchases and sales of portfolio securities for the Fund. 

In placing purchase and sales transactions on behalf of the Fund, it is the policy of the Trust is to obtain the most favorable prices and efficient executions, i.e., to obtain “best execution.” “Best execution” is generally understood to mean the most favorable cost or net proceeds reasonably obtainable under the circumstances. When securities transactions are effected on a stock exchange, the Trust’s policy is to pay commissions which are considered fair and reasonable without necessarily determining that the lowest possible commissions are paid in all circumstances. The Trust believes that a requirement always to seek the lowest possible commission cost could impede effective portfolio management and preclude the Fund from obtaining a high quality of brokerage and research services. In seeking to determine the reasonableness of brokerage commissions paid in any transaction, the Advisor will rely upon its experience and knowledge regarding commissions generally charged by various brokers and on its judgment in evaluating the brokerage services received from the broker effecting the transaction. These determinations are necessarily subjective and imprecise, as in most cases, an exact dollar value for those services is not ascertainable. The Trust has adopted policies and procedures that prohibit the consideration of sales of Shares as a factor in the selection of a broker or dealer to execute its portfolio transactions. 

The Advisor may use the Fund’s assets for, or participate in, third-party soft dollar arrangements, in addition to receiving proprietary research from various full-service brokers, the cost of which is bundled with the cost of the broker’s execution services. The Advisor does not “pay up” for the value of any such proprietary research. Section 28(e) of the 1934 Act permits an advisor, under certain circumstances, to cause an account to pay a broker or dealer a commission for effecting a transaction in excess of the amount of commission another broker or dealer would have charged for effecting the transaction in recognition of the value of brokerage and research services provided by the broker or dealer. The Advisor may receive a variety of research services and information on many topics, which it can use in connection with its management responsibilities with respect to the various accounts over which it exercises investment discretion or otherwise provides investment advice. The research services may include qualifying order management systems, portfolio attribution and monitoring services and computer software and access charges which are directly related to investment research. Accordingly, the Fund may pay a broker commission higher than the lowest available in recognition of the broker’s provision of such services to the Advisor, but only if the Advisor determines the total commission (including the soft dollar benefit) is comparable to the best commission rate that could be expected to be received from other brokers. The amount of soft dollar benefits received depends on the amount of brokerage transactions effected with the brokers. A conflict of interest exists because there is an incentive to:(i) cause Clients to pay a higher commission than the firm might otherwise be able to negotiate; (ii) cause clients to engage in more securities transactions than would otherwise be optimal; and (iii) only recommend brokers that provide soft dollar benefits. 

The Advisor faces a potential conflict of interest when it uses client trades to obtain brokerage or research services. This conflict exists because the Advisor can use the brokerage or research services to manage client accounts without paying cash for such services, which reduces the Advisor’s expenses to the extent that the Advisor would have purchased such products had they not been provided by brokers. Section 28(e) permits the Advisor to use brokerage or research services for the benefit of any account it manages. Certain accounts managed by the Advisor may generate soft dollars used to purchase brokerage or research services that ultimately benefit other accounts managed by the Advisor, effectively cross subsidizing the other accounts managed by the Advisor that benefit directly from the product. The Advisor may not necessarily use all of the brokerage or research services in connection with managing the Fund whose trades generated the soft dollars used to purchase such products. 

The Advisor is responsible, subject to oversight by the Board, for placing orders on behalf of the Fund for the purchase or sale of portfolio securities. If purchases or sales of portfolio securities of the Fund and one or more other investment companies or clients supervised by the Advisor are considered at or about the same time, transactions in such securities are allocated among the several investment companies and clients in a manner deemed equitable and consistent with its fiduciary obligations to all by the Advisor. In some cases, this procedure could have a detrimental effect on the price or volume of the security so far as the Fund is concerned. However, in other cases, it is possible that the ability to participate in volume transactions and to negotiate lower brokerage commissions will be beneficial to the Fund. The primary consideration is prompt execution of orders at the most favorable net price. 

The Fund may deal with affiliates in principal transactions to the extent permitted by applicable rule or regulation. 

The Fund is new and have not paid any brokerage commissions as of the date of this SAI. 

Brokerage with Fund Affiliates. The Fund may execute brokerage or other agency transactions through registered broker-dealer affiliates of the Fund, the Advisor or the Distributor for a commission in conformity with the 1940 Act, the 1934 Act and rules promulgated by the SEC. These rules require that commissions paid to the affiliate by the Fund for exchange transactions not exceed ’‘usual and customary” brokerage commissions. The rules define ’‘usual and customary” commissions to include amounts which are “reasonable and fair compared to the commission, fee or other remuneration received or to be received by other brokers in connection with comparable transactions involving similar securities being purchased or sold on a securities exchange during a comparable period of time. The Trustees, including those who are not “interested persons” of the Fund, have adopted procedures for evaluating the reasonableness of commissions paid to affiliates and review these procedures periodically. 

Securities of “Regular Broker-Dealers”. The Fund is required to identify any securities of its “regular brokers and dealers” (as such term is defined in the 1940 Act) that it may hold at the close of its most recent fiscal year. “Regular brokers or dealers” of the Fund are the ten brokers or dealers that, during the most recent fiscal year: (i) received the greatest dollar amounts of brokerage commissions from the Fund’s portfolio transactions; (ii) engaged as principal in the largest dollar amounts of portfolio transactions of the Fund; or (iii) sold the largest dollar amounts of Shares. Because the Fund is new, as of the date of this SAI, it did not hold any securities of its “regular broker dealers”. 

PORTFOLIO TURNOVER RATE

Portfolio turnover may vary from year to year, as well as within a year. High turnover rates are likely to result in comparatively greater brokerage expenses. The Fund does not expect the portfolio turnover rate to exceed 100% annually. 

BOOK ENTRY ONLY SYSTEM

The Depository Trust Company (“DTC”) acts as securities depositary for Shares. Shares are represented by securities registered in the name of DTC or its nominee, Cede & Co., and deposited with, or on behalf of, DTC. Except in limited circumstances set forth below, certificates will not be issued for Shares. 

DTC is a limited-purpose trust company that was created to hold securities of its participants (“DTC Participants”) and to facilitate the clearance and settlement of securities transactions among DTC Participants in such securities through electronic book-entry changes in accounts of DTC Participants, thereby eliminating the need for physical movement of securities certificates. DTC Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations, some of whom (and/or their representatives) own DTC. More specifically, DTC is owned by a number of its DTC Participants and by the ’‘NYSE and FINRA. Access to the DTC system is also available to others such as banks, brokers, dealers, and trust companies that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly (“Indirect Participants”).

Beneficial ownership of Shares is limited to DTC Participants, Indirect Participants, and persons holding interests through DTC Participants and Indirect Participants. Ownership of beneficial interests in Shares (owners of such beneficial interests are referred to in this SAI as “Beneficial Owners”) is shown on, and the transfer of ownership is effected only through, records maintained by DTC (with respect to DTC Participants) and on the records of DTC Participants (with respect to Indirect Participants and Beneficial Owners that are not DTC Participants). Beneficial Owners will receive from or through the DTC Participant a written confirmation relating to their purchase of Shares. The Trust recognizes DTC or its nominee as the record owner of all Shares for all purposes. Beneficial Owners of Shares are not entitled to have Shares registered in their names, and will not receive or be entitled to physical delivery of Share certificates. Each Beneficial Owner must rely on the procedures of DTC and any DTC Participant and/or Indirect Participant through which the Beneficial Owner holds its interests, to exercise any rights of a holder of Shares. 

Conveyance of all notices, statements, and other communications to Beneficial Owners is effected as follows. DTC will make available to the Trust upon request and for a fee a listing of Shares held by each DTC Participant. The Trust shall obtain from each DTC Participant the number of Beneficial Owners holding Shares, directly or indirectly, through the DTC Participant. The Trust shall provide each DTC Participant with copies of each notice, statement, or other communication, in the form, number and at the place as such DTC Participant may reasonably request, in order that the notice, statement or communication may be transmitted by the DTC Participant, directly or indirectly, to Beneficial Owners. In addition, the Trust shall pay to each the DTC Participant a fair and reasonable amount as reimbursement for the expenses attendant to the transmittal, subject to applicable statutory and regulatory requirements. 

Share distributions shall be made to DTC or its nominee as the registered holder of all Shares. DTC or its nominee, upon receipt of any distributions, shall credit immediately DTC Participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the Fund as shown on the records of DTC or its nominee. Payments by DTC Participants to Indirect Participants and Beneficial Owners of Shares held through DTC Participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of DTC Participants. 

The Trust has no responsibility or liability for any aspect of the records relating to or notices to Beneficial Owners, or payments made on account of beneficial ownership interests in Shares, or for maintaining, supervising, or reviewing any records relating to such beneficial ownership interests, or for any other aspect of the relationship between DTC and DTC Participants or the relationship between DTC Participants and the Indirect Participants and Beneficial Owners owning through such DTC Participants. 

DTC may determine to discontinue providing its service with respect to the Fund at any time by giving reasonable notice to the Fund and discharging its responsibilities under applicable law. Under such circumstances, the Fund shall act either to find a replacement for DTC to perform its functions at a comparable cost or, if such replacement is unavailable, to issue and deliver printed certificates representing ownership of Shares, unless the Trust makes other arrangements with respect thereto satisfactory to the Exchange. The Board of Trustees reserves the right to declare a split or a consolidation in the number of Shares outstanding of any Fund, and to make a corresponding change in the number of Shares constituting a Creation Unit, in the event that the per share price in the secondary market rises (or declines) to an amount that falls outside the range deemed desirable by the Board. 

PURCHASE AND REDEMPTION OF SHARES IN CREATION UNITS

Purchases. The Trust issues and sells Shares only in Creation Units on a continuous basis through the Distributor, without a sales load (but subject to applicable transaction fees), at their NAV per share next determined after receipt of an order, on any Business Day, in proper form pursuant to the terms of the Authorized Participant Agreement (“Participant Agreement”). The NAV of Shares is calculated each business day as of the close of regular trading on the NYSE, generally 4:00 p.m., Eastern Time. The Fund will not issue fractional Creation Units. A “Business Day” is any day on which the NYSE is open for business. 

Authorized Participants. To be eligible to place orders with the Distributor to purchase or redeem a Creation Unit of the Fund, an entity must be (i) a “Participating Party” (i.e., a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the NSCC (the “Clearing Process”)), a clearing agency that is registered with the SEC; or (ii) a DTC Participant (see “Book Entry Only System”) that has executed a Participant Agreement with the Distributor, and that has been accepted by the Transfer Agent (each, an “Authorized Participant”). Each Authorized Participant is responsible, among other things, for payment to the Trust for the Cash Component together with the creation transaction fee (described below), if applicable, and any other applicable fees and taxes. 

Procedures for Purchase of Creation Units

Fund Deposit. The consideration for purchase of a Creation Unit of the Fund generally consists of an in-kind deposit of a designated portfolio of securities, assets or other positions constituting a substantial replication of the Fund’s portfolio holdings (the “Deposit Securities”) and an amount of cash denominated in U.S. Dollars (the “Cash Component”), computed as described below.

Together, the Deposit Securities and the Cash Component constitute the “Fund Deposit,” which represents the minimum initial and subsequent investment amount for a Creation Unit of the Fund. The “Cash Component” is an amount equal to the difference between the NAV of Shares per Creation Unit and the “Deposit Amount,” which is an amount equal to the total aggregate market value (per Creation Unit) of the Deposit Securities. The Cash Component, which is sometimes called the “Balancing Amount” serves to compensate for any differences between the NAV per Creation Unit and the value of the Deposit Amount. Payment of any stamp duty or other similar fees and expenses payable upon transfer of beneficial ownership of the Deposit Securities are the sole responsibility of the Authorized Participant. 

On each Business Day, prior to the opening of regular trading business on the Exchange (currently 9:30 a.m., Eastern Time), the Fund discloses on its website the Deposit and/or the amount of the Cash Component. to be included in the current Fund Deposit (based on information at the end of the previous Business Day). The Fund Deposit is subject to any applicable adjustments, as described below, to effect purchases of Creation Units of the Fund until the next-announced composition of the Fund Deposit is made available.

The identity and number of shares of the Deposit Securities required for a Fund Deposit will change as rebalancing adjustments and corporate action events are reflected within the Fund from time to time by the Advisor with a view to the investment objective of the Fund. With respect to the Fund that seeks to track an underlying index, the composition of the Deposit Securities also may change in response to adjustments to the weighting or composition of the securities of the underlying index. Such adjustments will reflect changes known to the Advisor by the time of the determination of the Deposit Securities resulting from corporate actions. The Advisor expects that the Deposit Securities should correspond pro rata, to the extent practicable, to the securities held by the Fund. However, the Trust reserves the right to permit or require the substitution of an amount of cash (“cash in lieu”) amount to be added, at its discretion, to the Cash Component, including, without limitation, in situations where the Deposit Security: (i) may not be available in sufficient quantity for delivery; (ii) may not be eligible for transfer through the systems of DTC or Clearing Process (discussed below); (iii) may not be eligible for trading by an Authorized Participant or the investor for which it is acting; (iv) in certain other situations at the sole discretion of the Trust. Additionally, the Trust may permit or require the submission of a portfolio of securities or cash that differs from the composition of the published portfolio(s) (a “Custom Order”). The Fund also may permit or require the consideration for Creation Units to consist solely of cash (a “Cash Creation”). 

Cash Creations

Procedures for Creation of Creation Units. If the Fund permits or requires partial or full Cash Creations, such purchases shall be effected in essentially the same manner as in-kind purchases. In the case of a Cash Creation, the Authorized Participant must pay the same Cash Component required to be paid by an in-kind purchaser, plus the Deposit Amount (i.e., the cash equivalent of the Deposit Securities it would otherwise be required to provide through an in-kind purchase, as described in the subsection “Fund Deposit” above). 

Trading costs, operational processing costs and brokerage commissions associated with using cash to purchase requisite Deposit Securities will be incurred by the Fund and will affect the value of the Shares; therefore, the Fund may require Authorized Participants to pay transaction fees to offset brokerage and other costs associated with using cash to purchase the requisite Deposit Securities. 

Creation Orders. Orders must be transmitted by an Authorized Participants, in such form and by such transmission method acceptable to the Transfer Agent or Distributor, pursuant to procedures set forth in the Participant Agreement, and such procedures may change from time to time. Authorized Participants purchasing Creation Units of Fund that invest in domestic equity securities (“Domestic Equity Fund”) may transfer Deposit Securities in one of two ways: (i) through the Clearing Process (see “Placing Creation Orders Using the Clearing Process”), or (ii) with the Fund “outside” the Clearing Process through the facilities of DTC (see “Placing Creation Orders Outside the Clearing Process”).

All orders to purchase Creation Units, whether through or outside the Clearing Process, must be received by the Transfer Agent and/or Distributor no later than the order cut-off time designated in the Participant Agreement (“Order Cut-Off Time”) on the relevant Business Day in order for the creation of Creation Units to be effected based on the NAV of Shares as determined on such date. With certain exceptions, the Order Cut-Off Time for the Fund, as set forth in the Participant Agreement, usually is the closing time of the regular trading session on the NYSE—i.e., ordinarily 4:00 p.m., Eastern time. In the case of Custom Orders, the Order Cut-Off Time is no later than 3:00 p.m., Eastern time. Additionally, on days when the NYSE, the Exchange or the bond markets close earlier than normal, the Trust may require creation orders to be placed earlier in the day. The Business Day on which an order is placed and deemed received is referred to as the “Transmittal Date”. 

Orders must be transmitted by an Authorized Participant by telephone, online portal or other transmission method acceptable to the Transfer Agent and the Distributor. Economic or market disruptions or changes, or telephone or other communication failure, may impede the ability to reach the Transfer Agent, the Distributor or an Authorized Participant. Authorized Participants placing creation orders should afford sufficient time to permit proper submission of the order. Orders effected outside the Clearing Process likely will require transmittal by the DTC Participant earlier on the Transmittal Date than orders effected through the Clearing Process. Authorized Participants placing orders outside the Clearing Process should ascertain all deadlines applicable to DTC and the Federal Reserve Bank wire system. Additional transaction fees may be imposed with respect to transactions effected outside the Clearing Process (see “Creation and Redemption Transaction Fees” below). 

A creation order is considered to be in “proper form” if: (i) a properly completed irrevocable purchase order has been submitted by the Authorized Participant (either on its own or another investor’s behalf) not later than the Fund’s specified Order Cut-Off Time on the Transmittal Date, and (ii) arrangements satisfactory to the Fund are in place for payment of the Cash Component and any other cash amounts which may be due, and (iii) all other procedures regarding placement of a creation order set forth in the Participant Agreement are properly followed. Special procedures are specific to Custom Orders, as set forth in the Participant Agreement. 

All questions as to the number of shares of each security in the Deposit Securities to be delivered, and the validity, form, eligibility (including time of receipt) and acceptance for deposit of any securities to be delivered shall be determined by the Fund, and the Fund’s determination shall be final and binding. 

Placing Creation Orders Using the Clearing Process. The Clearing Process is the process of creating or redeeming Creation Units through the Continuous Net Settlement System of the NSCC. Portfolio Deposits made through the Clearing Process must be delivered through a Participating Party that has executed a Participant Agreement. The Participant Agreement authorizes the Transfer Agent to transmit, on behalf of the Participating Party, such trade instructions to the NSCC as are necessary to effect the Participating Party’s creation order. Pursuant to such trade instructions, the Participating Party agrees to deliver the Portfolio Deposit to the Transfer Agent, together with such additional information as may be required by the Distributor. 

Placing Creation Orders Outside the Clearing Process. Portfolio Deposits made outside the Clearing Process must be delivered through a DTC Participant that has executed a Participant Agreement. A DTC Participant who wishes to place a creation order outside the Clearing Process need not be a Participating Party, but such orders must state that the DTC Participant is not using the Clearing Process and that the creation instead will be effected through a transfer of securities and cash directly through DTC. 

Acceptance of Creation Orders. The Transfer Agent will deliver to the Authorized Participant a confirmation of acceptance of a creation order within 15 minutes of the receipt of a submission received in proper form. A creation order is deemed to be irrevocable upon the delivery of the confirmation of acceptance, subject to the conditions below. 

The Trust reserves the absolute right to reject a creation order transmitted to it by the Distributor in respect of the Fund if: (i) the order is not in proper form; (ii) the investor(s), upon obtaining the Shares ordered, would own 80% or more of the currently outstanding Shares; (iii) the Deposit Securities delivered are not as designated for that date by the Custodian; (iv) acceptance of the Deposit Securities would have certain adverse tax consequences to the Fund; (v) acceptance of the Portfolio Deposit would, in the opinion of counsel, be unlawful; (vi) acceptance of the Portfolio Deposit would otherwise, in the discretion of the Trust, Advisor have an adverse effect on the Trust or the rights of Beneficial Owners; or (vii) there exist circumstances outside the control of the Trust that make it impossible to process creation orders for all practical purposes. Examples of such circumstances include acts of God; public service or utility problems such as fires, floods, extreme weather conditions and power outages resulting in telephone, telecopy and computer failures; market conditions or activities causing trading halts; systems failures involving computer or other information systems affecting the Trust, Advisor, the Distributor, DTC, NSCC, the Federal Reserve, the Transfer Agent, a sub-custodian or any other participant in the creation process, and similar extraordinary events. The Transfer Agent shall notify a prospective purchaser of a Creation Unit (and/or the Authorized Participant acting on its behalf) of the rejection of such creation order. The Trust, the Custodian, any sub-custodian and the Distributor are under no duty, however, to give notification of any defects or irregularities in the delivery of Portfolio Deposits, nor shall any of them incur any liability for the failure to give any such notification. 

Issuance of a Creation Unit 

Except as provided herein, a Creation Unit will not be issued until the transfer of good title to the Fund of the Deposit Securities and the payment of the Cash Component have been completed. 

Notwithstanding the foregoing, the Fund may issue Creation Units to an Authorized Participant, notwithstanding the fact that the corresponding Portfolio Deposit has not been delivered in part or in whole, in reliance on the undertaking of the Authorized Participant to deliver the missing Deposit Securities as soon as possible. To secure such undertaking, the Authorized Participant must deposit and maintain cash collateral in an amount equal to the sum of (i) the Cash Component, plus (ii) at least 105% of the market value of the undelivered Deposit Securities. In such circumstances, the creation order shall be deemed to be received on the Transmittal Date, provided that (i) such order is placed in proper form prior to the Order Cut-Off Time, and (ii) requisite federal Fund in an appropriate amount are delivered by certain deadlines on the contractual settlement date, as set forth in such Participant Agreement (typically, 11:00 a.m., Eastern time on such date for equity Fund). If such order is not placed in proper form prior to the Order Cut-Off Time, and/or all other deadlines and conditions set forth in the Participant Agreement relating to such additional deposits are not met, then the order may be deemed to be canceled, and the Authorized Participant shall be liable to the Fund for losses, if any, resulting therefrom. The Trust may use such collateral at any time to buy Deposit Securities for the Fund, and the Authorized Participant agrees to accept liability for any shortfall between the cost to the Trust of purchasing such Deposit Securities and the value of the collateral, which may be sold by the Trust at such time, and in such manner, as the Trust may determine in its sole discretion. 

Using the Clearing Process. An Authorized Participant that is a Participating Party is required to transfer to the Transfer Agent: (i) the requisite Deposit Securities expected to be delivered through NSCC, and (ii) the Cash Component, if any, to the Transfer Agent by means of the Trust’s Clearing Process. In each case, the delivery must occur by the “regular way” settlement date–i.e., generally, the second Business Day following the Transmittal Date (“T+2”). At that time, the Transfer Agent shall initiate procedures to transfer the requisite Shares and the Cash Component, if any, through the Clearing Process so as to be received no later than on the “regular way” settlement date (i.e., T+2). 

Outside the Clearing Process—Domestic Equity Fund. An Authorized Participant that is a DTC Participant that orders a creation outside the Clearing Process is required to transfer to the Transfer Agent: (i) the requisite Deposit Securities through DTC, and (ii) the Cash Component, if any, through the Federal Reserve Bank wire system. Such Deposit Securities must be received by the Transfer Agent by 11:00 a.m., Eastern time on the “regular way” settlement date (i.e., T+2), while the Cash Component must be received by 2:00 p.m., Eastern time on that same date. Otherwise, the creation order shall be canceled. For creation units issued principally for cash (see “Cash Creations” above), the DTC Participant shall be required to transfer the Cash Component through the Federal Reserve Bank wire system to be received by 2:00 p.m., Eastern time on the Contractual Settlement Date (as defined below). At that time, the Transfer Agent shall initiate procedures to transfer the requisite Shares through DTC and the Cash Component, if any, through the Federal Reserve Bank wire system so as to be received by the purchaser no later than T+2 (except as otherwise set forth in the Participant Agreement).

The identity and number of shares of the Deposit Securities and the amount of Cash Component required for a Fund Deposit for the Fund changes from time to time. The Trust reserves the right to permit or require the substitution of Deposit Cash to replace any Deposit Security, which shall be added to the Cash Component, including, without limitation, in situations where the Deposit Security: (i) may not be available in sufficient quantity for delivery; (ii) may not be eligible for transfer through the systems of DTC for corporate securities and municipal securities; (iii) may not be eligible for trading by an Authorized Participant or the investor for which it is acting; (iv) would be restricted under the securities laws or where the delivery of the Deposit Security to the Authorized Participant would result in the disposition of the Deposit Security by the Authorized Participant becoming restricted under the securities laws; or (v) in certain other situations (collectively, “custom orders”).

Custom Creation Units. Generally, the Creation Unit creation and redemption process requires an Authorized Participant to deliver an in-kind basket of securities that closely resembles the Fund’s portfolio and cash in exchange for Shares or Creation Units of the Fund (creation), or to deliver Shares in exchange for an in-kind basket of securities and cash (redemption). Under certain circumstances, the Fund may utilize custom creation or redemption baskets, including (i) all cash baskets; (ii) baskets that substitute cash in lieu of certain securities or instruments that would otherwise be included in the Fund’s in-kind creation or redemption basket; or (iii) a non-representative basket that consists of a selection of instruments that are already included in the Fund’s portfolio holdings or that the Fund wishes to dispose of or acquire. Custom in-kind baskets can be used to adjust the underlying holdings, playing a useful role in the portfolio rebalancing process thereby avoiding brokerage and transaction costs and potentially the recognition of capital gains. 

Custom orders typically clear outside the Clearing Process (described further below) and, therefore, like other orders outside the Clearing Process, may need to be transmitted early on the relevant Business Day to be effectuated at that day’s NAV. Custom orders may be required to be received by the Transfer Agent by 2:00 p.m., Eastern Time, to be effectuated based on the Fund’s NAV on that Business Day. A custom order may be placed when, for example, an Authorized Participant cannot transact in an instrument in the in-kind creation or in-kind redemption basket and therefore has additional cash included in lieu of such instrument. 

Transaction Fees. To compensate the Trust for costs incurred in connection with creation and redemption transactions, investors may be required to pay a transaction fee. The standard transaction fees are fixed for, respectively, all creation and redemption transactions through the Clearing Process on a Business Day regardless of the number of Creation Units created in the transaction. The Fund may adjust or waive the standard fixed creation transaction fee from time to time. 

The standard transaction fees for the Fund are identified in the table below. An additional variable fee of up to a maximum of 2.00% of the value of the Creation Unit (inclusive of any transaction fees charged), may be charged for each creation and redemption. The variable charge is primarily designed to cover additional costs (e.g., brokerage, taxes) involved with creating or redeeming the securities with cash. The Fund may determine to not charge a variable fee on certain orders when the Advisor has determined that doing so is in the best interests of Fund Shareholders, e.g., for creation or redemption orders that facilitate the rebalance of the Fund’s portfolio in a more tax efficient manner than could be achieved without such order.

Redemptions. Shares may be redeemed only by Authorized Participants at their NAV next determined after receipt by the Distributor of a redemption request in proper form. EXCEPT UPON LIQUIDATION OF THE FUND, THE TRUST WILL NOT REDEEM SHARES IN AMOUNTS LESS THAN CREATION UNITS. Investors must accumulate enough Shares in the secondary market to constitute a Creation Unit to have such Shares redeemed by the Fund. There can be no assurance, however, that there will be sufficient liquidity in the public trading market at any time to permit assembly of a Creation Unit. Investors should expect to incur brokerage and other costs in connection with assembling a sufficient number of Shares to constitute a redeemable Creation Unit. 

Fund Securities. The redemption proceeds for a Creation Unit generally consist of a portfolio of securities (the “Fund Securities”), plus or minus an amount of cash denominated in U.S. dollars (the “Cash Redemption Amount”), representing an amount equal to the difference between the NAV of the Shares being redeemed, as next determined after receipt of a request in proper form, and the total aggregate market value of the Fund Securities, less any applicable administrative or other transaction fees, as discussed above. The Cash Redemption Amount is calculated in the same manner as the Balancing Amount. To the extent that the Fund Securities have a value greater than the NAV of the Shares being redeemed, a Cash Redemption Amount payment equal to the differential is required to be paid by the redeeming Shareholder. 

On each Business Day, prior to the opening of regular trading on the Exchange (usually 9:30 a.m., Eastern Time), the Fund discloses the Fund Securities that will be applicable (subject to possible amendment or correction) to redemption requests received in proper form (as defined below) on that day as well as the Cash Redemption Amount. The Fund Securities and corresponding Cash Redemption Amount are applicable to effect redemptions of Creation Units of the Fund until such time as the next-announced composition of the Fund Securities and Cash Redemption Amount is made available. 

The Advisor expects that the Fund Securities should correspond pro rata, to the extent practicable, to the securities held by the Fund. However, Fund Securities received on redemption may not be identical to Deposit Securities that are applicable to creations of Creation Units. The Trust also may provide such redeemer a Custom Order, which, as described above, is a portfolio of securities that differs from the exact composition of the published list of Fund Securities, but in no event will the total value of the securities delivered and the cash transmitted differ from the NAV. In addition, the Trust reserves the right to permit or require an amount of cash to be added, at its discretion, to the Cash Redemption Amount to replace one or more Fund Securities (see “Cash Redemptions” below). 

Cash Redemptions. The Fund may pay out the proceeds of redemptions of Creation Units partially or principally for cash (or through any combination of cash and Fund Securities). In addition, an investor may request a redemption in cash that the Fund may, in its sole discretion, permit. In either case, the investor will receive a cash payment in an amount equal to the NAV of its Shares next determined after a redemption request is received (less any redemption transaction fees imposed, as specified above). 

Redemptions of Shares will be subject to compliance with applicable federal and state securities laws and the Fund (whether or not it otherwise permits cash redemptions) reserves the right to redeem Creation Units for cash to the extent that the Trust could not lawfully deliver specific Fund Securities upon redemptions or could not do so without first registering the Fund Securities under such laws. An Authorized Participants that is not a “qualified institutional buyer,” as such term is defined under Rule 144A of the Securities Act, will not be able to receive Fund Securities that are restricted securities eligible for resale under Rule 144. The Authorized Participant may request the redeeming beneficial owner of the Shares to complete an order form or to enter into agreements with respect to such matters as compensating cash payment. 

Redemption Requests 

Procedures for Redemption of Creation Units. Orders must be transmitted by an Authorized Participants, in such form and by such transmission method acceptable to the Transfer Agent or Distributor, pursuant to procedures set forth in the Participant Agreement, and such procedures may change from time to time. Authorized Participants seeking to redeem Shares of Domestic Equity Fund may transfer Creation Units through the Clearing Process (see “Placing Redemption Requests Using the Clearing Process”) or outside the Clearing Process through the facilities of DTC (see “Placing Redemption Requests Outside the Clearing Process”).

All requests to redeem Creation Units, whether through the Clearing Process, or outside the Clearing Process through DTC or otherwise, must be received by the Distributor no later than the Order Cut-Off Time on the relevant Business Day. As with creation orders, requests for redemption of Custom Orders must be received by 3:00 p.m., Eastern time, and the Fund, as set forth in the Participant Agreement, may have different Order Cut-Off Times for redemptions. 

A redemption request will be considered to be in “proper form” if (i) a duly completed request form is received by the Distributor from the Authorized Participant on behalf of itself or another redeeming investor at the specified Order Cut-Off Time, and (ii) arrangements satisfactory to the Fund are in place for the Authorized Participant to transfer or cause to be transferred to the Fund the Creation Unit of such Fund being redeemed on or before contractual settlement of the redemption request. Special procedures are specific to Custom Orders, as set forth in the Participant Agreement. 

As discussed herein, a redeeming investor will pay a transaction fee to offset the Fund’s trading costs, operational processing costs, brokerage commissions and other similar costs incurred in transferring the Fund Securities from its account to the account of the redeeming investor. An entity redeeming Shares in Creation Units outside the Clearing Process may be required to pay a higher transaction fee than would have been charged had the redemption been effected through the Clearing Process. A redeeming investor receiving cash in lieu of one or more Fund Securities may also be assessed a higher transaction fee on the cash in lieu portion. This higher transaction fee will be assessed in the same manner as the transaction fee incurred in purchasing Creation Units. 

Placing Redemption Requests Using the Clearing Process. Requests to redeem Creation Units through the Clearing Process must be delivered through a Participating Party that has executed a Participant Agreement, in such form and by such transmission method acceptable to the Transfer Agent or Distributor, pursuant to procedures set forth in the Participant Agreement. 

Placing Redemption Requests Outside the Clearing Process. Orders to redeem Creation Units outside the Clearing Process must be delivered through a DTC Participant that has executed a Participant Agreement. A DTC Participant who wishes to place a redemption order outside the Clearing Process need not be a Participating Party, but such orders must state that the DTC Participant is not using the Clearing Process and that redemption instead will be effected through a transfer of Fund Shares directly through DTC. 

Acceptance of Redemption Requests. The Transfer Agent will deliver to the Authorized Participant a confirmation of acceptance of a request to redeem Shares in Creation Units within 15 minutes of the receipt of a submission received in proper form. A redemption order is deemed to be irrevocable upon the delivery of the confirmation of acceptance. 

The right of redemption may be suspended or the date of payment postponed with respect to the Fund (1) for any period during which the Exchange is closed (other than customary weekend and holiday closings); (2) for any period during which trading on the Exchange is suspended or restricted; (3) for any period during which an emergency exists as a result of which disposal of the Shares of the Fund or determination of the NAV of the Shares is not reasonably practicable; or (4) in such other circumstance as is permitted by the SEC.

An Authorized Participant submitting a redemption request is deemed to represent to the Trust that it is in compliance with the requirements set forth in the Participant Agreement. The Trust reserves the right to verify these representations at its discretion, but will typically require verification with respect to a redemption request from the Fund in connection with higher levels of redemption activity and/or short interest in the Fund. If the Authorized Participant, upon receipt of a verification request, does not provide sufficient verification of its representations as determined by the Trust, the redemption request will not be considered to have been received in proper form and may be rejected by the Trust.

Issuance of Fund Securities 

To the extent contemplated by a Participant Agreement, in the event an Authorized Participant has submitted a redemption request in proper form but is unable to transfer all or part of the Creation Unit to be redeemed to the Distributor, on behalf of the Fund, by the closing time of the regular trading session on the Exchange on the date such redemption request is submitted, the Distributor will nonetheless accept the redemption request in reliance on the undertaking by the Authorized Participant to deliver the missing Shares as soon as possible, which undertaking shall be secured by the Authorized Participant’s delivery and maintenance of collateral consisting of cash having a value at least equal to 105% of the value of the missing Shares. The Trust may use such collateral at any time to purchase the missing Shares and will subject the Authorized Participant to liability for any shortfall between the cost of the Fund acquiring such Shares and the value of the collateral, which may be sold by the Trust at such time, and in such manner, as the Trust may determine in its sole discretion. 

Using the Clearing Process. An Authorized Participant that is a Participating Party is required to transfer to the Transfer Agent: (i) the requisite Shares, and (ii) the Cash Redemption Amount, if any, to the Transfer Agent by means of the Trust’s Clearing Process. In each case, the delivery must occur by the “regular way” settlement date (i.e., T+2). At that time, the Transfer Agent shall initiate procedures to transfer the requisite Fund Securities and the Cash Redemption Amount, if any, through the Clearing Process so as to be received no later than on the “regular way” settlement date (i.e., T+2). 

Outside the Clearing Process—Domestic Equity Fund. An Authorized Participant that is a DTC Participant making a redemption request outside the Clearing Process is required to transfer to the Transfer Agent: (i) the requisite Shares through DTC, and (ii) the Cash Redemption Amount, if any, through the Federal Reserve Bank wire system. Such Shares and Cash Redemption Amount must be received by the Transfer Agent by 11:00 a.m., Eastern time on the Contractual Settlement Date. At that time, the Transfer Agent shall initiate procedures to transfer the requisite Fund Securities through DTC and the Cash Redemption Amount, if any, through the Federal Reserve Bank wire system so as to be received no later than T+2 (except as otherwise set forth in the Participant Agreement). 

Arrangements satisfactory to the Trust must be in place for the Authorized Participant to transfer Creation Units through DTC on or before the settlement date. At that time, the Transfer Agent shall initiate procedures to transfer the requisite Fund Securities through DTC and the global sub-custodian network and the Cash Redemption Amount, if any, through the Federal Reserve Bank wire system so as to be received generally no later than T+2. 

Regular Holidays 

Notwithstanding the foregoing, the Fund may effect deliveries of Creation Units and Fund Securities on a basis other than T+2 in order to accommodate local holiday schedules, to account for different treatment of dividend record dates and ex-dividend dates or under certain other circumstances.

LOCAL MARKET HOLIDAY SCHEDULES 

The Trust generally intends to effect deliveries of portfolio securities on a basis of “T” plus two Business Days (i.e., days on which the Exchange is open) in the relevant foreign market of the Fund. The ability of the Trust to effect in-kind redemptions within two Business Days of receipt of a redemption request is subject, among other things, to the condition that, within the time period from the date of the request to the date of delivery of the securities, there are no days that are local market holidays on the relevant Business Days. For every occurrence of one or more intervening holidays in the local market that are not holidays observed in the United States, the redemption settlement cycle may be extended by the number of such intervening local holidays. In addition to holidays, other unforeseeable closings in a foreign market due to emergencies may also prevent the Trust from delivering securities within two Business Days. 

DETERMINATION OF NET ASSET VALUE

NAV per Share for the Fund is computed by dividing the value of the net assets of the Fund (i.e., the value of its total assets less total liabilities) by the total number of Shares outstanding, rounded to the nearest cent. Expenses and fees, including the management fees, are accrued daily and taken into account for purposes of determining NAV. The NAV of the Fund is calculated by the Administrator and determined at the scheduled close of the regular trading session on the NYSE (ordinarily 4:00 p.m., Eastern Time) on each day that the NYSE is open, provided that fixed-income assets may be valued as of the announced closing time for trading in fixed-income instruments on any day that the Securities Industry and Financial Markets Association announces an early closing time. 

In calculating the Fund’s NAV per Share, the Fund’s investments are generally valued using market valuations. A market valuation generally means a valuation (i) obtained from an exchange, a pricing service, or a major market maker (or dealer), (ii) based on a price quotation or other equivalent indication of value supplied by an exchange, a pricing service, or a major market maker (or dealer), (iii) based on the fair value as determined under the Fair Valuation Procedures adopted by the Board of Trustees, or (iv) based on amortized cost. In the case of shares of other funds that are not traded on an exchange, a market valuation means a fund’s published NAV per share. The Fund may use various pricing services, or discontinue the use of any pricing service, as approved by the Board from time to time. A price from a pricing service based on its valuation matrix may be considered a market valuation. Any assets or liabilities denominated in currencies other than the U.S. dollar are converted into U.S. dollars at the current market rates on the date of valuation as quoted by one or more sources. 

DIVIDENDS AND DISTRIBUTIONS

The following information supplements and should be read in conjunction with the Prospectus section titled “Dividends, Distributions and Taxes.” 

General Policies. The Fund declares and pays dividends from net investment income, if any, at least annually. Distributions of net realized securities gains, if any, generally are declared and paid once a year, but the Fund may make distributions on a more frequent basis to comply with the distribution requirements of the Internal Revenue Code of 1986, as amended (the “Code”), in all events in a manner consistent with the provisions of the 1940 Act.

Dividends and other distributions on Shares are distributed, as described below, on a pro rata basis to Beneficial Owners of such Shares. Dividend payments and other distributions are made through DTC Participants and Indirect Participants to Beneficial Owners then of record with proceeds received from the Trust. 

The Fund makes additional distributions to the extent necessary (i) to distribute the entire annual taxable income of the Fund, plus any net capital gains and (ii) to avoid imposition of the excise tax imposed by Section 4982 of the Code. Management of the Trust reserves the right to declare special dividends if, in its reasonable discretion, such action is necessary or advisable to preserve the Fund’s eligibility for treatment as a regulated investment company (“RIC”) or to avoid imposition of income or excise taxes on undistributed income. 

Dividend Reinvestment Service. The Trust will not make the DTC book-entry dividend reinvestment service available for use by Beneficial Owners for reinvestment of their cash proceeds, but certain individual broker-dealers may make available the DTC book-entry Dividend Reinvestment Service for use by Beneficial Owners of the Fund through DTC Participants for reinvestment of their dividend distributions. Investors should contact their brokers to determine the availability and description of these services. Beneficial Owners should be aware that each broker may require investors to adhere to specific procedures and timetables to participate in the dividend reinvestment service and investors should obtain from their brokers the necessary details. If this service is available and used, dividend distributions of both income and realized gains will be automatically reinvested in additional whole Shares issued by the Fund at NAV per Share. Distributions reinvested in additional Shares will nevertheless be taxable to Beneficial Owners acquiring such additional Shares to the same extent as if such distributions had been received in cash. 

FEDERAL INCOME TAXES

The following is only a summary of certain U.S. federal income tax considerations generally affecting the Fund and its Shareholders that supplements the discussion in the Prospectus and is not intended as a comprehensive explanation of the federal, state, local or foreign tax treatment of the Fund or its Shareholders. The discussion here and in the Prospectus is not intended to be a substitute for careful tax planning. 

The following general discussion of certain U.S. federal income tax consequences is based on provisions of the Code and the regulations issued thereunder as in effect on the date of this SAI. New legislation, as well as administrative changes or court decisions, may significantly change the conclusions expressed herein, and may have a retroactive effect with respect to the transactions contemplated herein. 

Taxation of the Fund. The Fund will elect and intends to qualify each year to be treated as a separate RIC under the Code. As such, the Fund should not be subject to federal income taxes on their net investment income and capital gains, if any, to the extent that they timely distribute such income and capital gains to their Shareholders. To qualify for treatment as a RIC, the Fund must distribute annually to its Shareholders at least the sum of 90% of its net investment income (generally including the excess of net short-term capital gains over net long-term capital losses) and 90% of its net tax-exempt interest income, if any (the “Distribution Test”) and must meet several additional requirements. Among these requirements are the following: (i) at least 90% of the Fund’s gross income each taxable year must be derived from dividends, interest, payments with respect to certain securities loans, gains from the sale or other disposition of stock, securities or foreign currencies, or other income derived with respect to its business of investing in such stock, securities or foreign currencies and net income derived from interests in qualified publicly traded partnerships (the “Income Test”); and (ii) at the end of each quarter of the Fund’s taxable year, the Fund’s assets must be diversified so that (a) at least 50% of the value of the Fund’ total assets is represented by cash and cash items, U.S. government securities, securities of other RICs, and other securities, with such other securities limited, in respect to any one issuer, to an amount not greater in value than 5% of the value of the Fund’ total assets and to not more than 10% of the outstanding voting securities of such issuer, including the equity securities of a qualified publicly traded partnership, and (b) not more than 25% of the value of its total assets is invested, including through corporations in which the Fund owns a 20% or more voting stock interest, in the securities (other than U.S. government securities or securities of other RICs) of any one issuer, the securities (other than securities of other RICs) of two or more issuers which the Fund controls and which are engaged in the same, similar, or related trades or businesses, or the securities of one or more qualified publicly traded partnerships (the “Diversification Test”). 

To the extent the Fund makes investments that may generate income that does not meet the Income Test, including certain derivatives, the Fund will seek to restrict the resulting income from such investments so that the Fund’s non-qualifying income does not exceed 10% of its gross income. 

Although the Fund intend to distribute substantially all of its net investment income and may distribute its capital gains for any taxable year, the Fund will be subject to federal income taxation to the extent any such income or gains are not distributed. The Fund is treated as a separate corporation for federal income tax purposes. The Fund therefore is considered a separate entity in determining its treatment under the rules for RICs described herein. The requirements (other than certain organizational requirements) for qualifying RIC status are determined at the Fund level rather than at the Trust level. 

If the Fund fails to satisfy the Income Test or the Diversification Test in any taxable year, the Fund may be eligible for relief provisions if the failures are due to reasonable cause and not willful neglect and if a penalty tax is paid with respect to each failure to satisfy the applicable requirements. Additionally, relief is provided for certain de minimis failures of the Diversification Test where the Fund corrects the failure within a specified period of time. To be eligible for the relief provisions with respect to a failure to meet the Diversification Test, the Fund may be required to dispose of certain assets. If these relief provisions were not available to the Fund and it were to fail to qualify for treatment as a RIC for a taxable year, all of its taxable income would be subject to tax at the corporate income tax rate (currently 21%) without any deduction for distributions to Shareholders, and its distributions (including capital gains distributions) generally would be taxable to the Shareholders of the Fund as ordinary income dividends, subject to the dividends received deduction for corporate Shareholders and the lower tax rates on qualified dividend income received by non-corporate Shareholders, subject to certain limitations. To requalify for treatment as a RIC in a subsequent taxable year, the Fund would be required to satisfy the RIC qualification requirements for that year and to distribute any earnings and profits from any year in which the Fund failed to qualify for tax treatment as a RIC. If the Fund failed to qualify as a RIC for a period greater than two taxable years, it would generally be required to pay a Fund-level tax on certain net built in gains recognized on certain of its assets upon a disposition of such assets within five years of qualifying as a RIC in a subsequent year. The Board reserves the right not to maintain the qualification of the Fund for treatment as a RIC if it determines such course of action to be beneficial to Shareholders. If the Fund determines that it will not qualify as a RIC, the Fund will establish procedures to reflect the anticipated tax liability in the Fund’s NAV.

The Fund may elect to treat part or all of any “qualified late year loss” as if it had been incurred in the succeeding taxable year in determining the Fund’s taxable income, net capital gain, net short-term capital gain, and earnings and profits. The effect of this election is to treat any such “qualified late year loss” as if it had been incurred in the succeeding taxable year in characterizing the Fund’s distributions for any calendar year. A “qualified late year loss” generally includes net capital loss, net long-term capital loss, or net short-term capital loss incurred after October 31^st of the current taxable year (commonly referred to as “post-October losses”) and certain other late-year losses. 

Capital losses in excess of capital gains (“net capital losses”) are not permitted to be deducted against a RIC’s net investment income. Instead, for U.S. federal income tax purposes, potentially subject to certain limitations, the Fund may carry a net capital loss from any taxable year forward indefinitely to offset its capital gains, if any, in years following the year of the loss. To the extent subsequent capital gains are offset by such losses, they will not result in U.S. federal income tax liability to the Fund and may not be distributed as capital gains to its Shareholders. Generally, the Fund may not carry forward any losses other than net capital losses. The carryover of capital losses may be limited under the general loss limitation rules if the Fund experiences an ownership change as defined in the Code. 

The Fund will be subject to a nondeductible 4% federal excise tax on certain undistributed income if it does not distribute to its Shareholders in each calendar year least 98% of its ordinary income for the calendar year plus 98.2% of its capital gain net income for the one-year period ending on October 31^st of that year, subject to an increase for any shortfall in the prior year’s distribution. The Fund intend to declare and distribute dividends and distributions at the times necessary to avoid the excise tax, but cannot guarantee that all such tax liability will be eliminated. 

If the Fund meets the Distribution Test but retains some or all of its income or gains, it will be subject to federal income tax to the extent any such income or gains are not distributed. The Fund may designate certain amounts retained as undistributed net capital gain in a notice to its Shareholders, who (i) will be required to include in income for U.S. federal income tax purposes, as long-term capital gain, their proportionate shares of the undistributed amount so designated, (ii) will be entitled to credit their proportionate shares of the income tax paid by the Fund on that undistributed amount against their federal income tax liabilities and to claim refund to the extent such credits exceed their tax liabilities, and (iii) will be entitled to increase their tax basis, for federal income tax purposes, in their Shares by an amount equal to the excess of the amount of undistributed net capital gain included in their respective income over their respective income tax credits. 

Taxation of Shareholders – Distributions. The Fund intends to distribute at least annually to its Shareholders substantially all of its investment company taxable income (computed without regard to the deduction for dividends paid), its net tax-exempt income, if any, and any net capital gain (net recognized long-term capital gains in excess of net recognized short-term capital losses, taking into account any capital loss carryforwards). The distribution of investment company taxable income (as so computed) and net realized capital gain will be taxable to Fund Shareholders regardless of whether the Shareholder receives these distributions in cash or reinvests them in additional Shares.

You will receive information annually as to amounts of dividends paid from ordinary income, the amount of distributions of net capital gain, the portion of dividends which may qualify for the dividends received deduction for corporations, and the portion of dividends which may qualify for treatment as qualified dividend income, which is taxable to non-corporate Shareholders at rates of up to 20%. 

Distributions from the Fund’s net capital gain will be taxable to Shareholders at long-term capital gains rates, regardless of how long Shareholders have held their Shares. 

Qualified dividend income includes, in general, subject to certain holding period and other requirements, dividend income from taxable domestic corporations and certain foreign corporations. Subject to certain limitations, eligible foreign corporations include those incorporated in possessions of the United States, those incorporated in certain countries with comprehensive tax treaties with the United States, and other foreign corporations if the stock with respect to which the dividends are paid is readily tradable on an established securities market in the United States. Dividends received by the Fund from an ETF or an underlying fund taxable as a RIC or from a REIT may be treated as qualified dividend income generally only to the extent so reported by such ETF, underlying fund or REIT. If 95% or more of the Fund’s gross income (calculated without taking into account net capital gain derived from sales or other dispositions of stock or securities) consists of qualified dividend income, the Fund may report ordinary income dividends as qualified dividend income. 

Fund dividends will not be treated as qualified dividend income if the Fund does not meet holding period and other requirements with respect to dividend paying stocks in its portfolio, and the Shareholder does not meet holding period and other requirements with respect to the Shares on which the dividends were paid. Distributions by the Fund of its net short-term capital gains will be taxable as ordinary income. Distributions from the Fund’s net capital gain will be taxable to Shareholders at long-term capital gains rates, regardless of how long Shareholders have held their Shares. Distributions may be subject to state and local taxes. 

For corporate Shareholders, a portion of the dividends paid by the Fund may qualify for the 50% corporate dividends-received deduction. The portion of dividends paid by the Fund that so qualifies will be reported by the Fund each year and cannot exceed the gross amount of dividends received by the Fund from domestic (U.S.) corporations. The availability of the dividends-received deduction is subject to certain holding period and debt financing restrictions that apply to both the Fund and the investor. Specifically, the amount that the Fund may report as eligible for the dividends-received deduction will be reduced or eliminated if the Shares on which the dividends earned by the Fund were debt-financed or held by the Fund for less than a minimum period of time, generally 46 days during a 91-day period beginning 45 days before the stock becomes ex-dividend. Similarly, if your Fund Shares are debt-financed or held by you for less than a 46-day period then the dividends-received deduction for Fund dividends on your Shares may also be reduced or eliminated. Income derived by the Fund from investments in derivatives, fixed-income and foreign securities generally is not eligible for this treatment. 

The Trust, on behalf of the Fund, has the right to reject an order for Creation Units if the purchaser (or a group of purchasers) would, upon obtaining the Creation Units so ordered, own 80% or more of the outstanding Shares and if, pursuant to Section 351 of the Code, the Fund would have a basis in the Deposit Securities different from the market value of such securities on the date of deposit. The Trust also has the right to require the provision of information necessary to determine beneficial Share ownership for purposes of the 80% determination. If the Fund does issue Creation Units to a purchaser (or a group of purchasers) that would, upon obtaining the Creation Units ordered, own 80% or more of the outstanding Shares, the purchaser (or a group of purchasers) will not recognize gain or loss upon the exchange of securities for Creation Units. 

A Shareholder’s cost basis information will be provided on the sale of any of the Shareholder’s Shares, subject to certain exceptions for exempt recipients. Please contact the broker (or other nominee) that holds your Shares with respect to reporting of cost basis and available elections for your account.

All or a portion of any loss that you realize on a sale of your Fund Shares will be disallowed to the extent that you buy other Shares in the Fund (through reinvestment of dividends or otherwise) within 30 days before or after your Share sale. Any loss disallowed under these rules will be added to your tax basis in the new Shares. Any loss incurred on a sale of Shares held for six months or less will be treated as long-term capital loss to the extent of any long-term capital gain distributed to you by the Fund on those Shares.

Any loss incurred on a sale of Shares held for six months or less will be treated as long-term capital loss to the extent of any long-term capital gain distributed to you by the Fund on those Shares.

To the extent that Creation Units are issued and redeemed by the Fund solely for cash, an Authorized Participant generally will recognize neither gain nor loss on the issuance of Creation Units, but may recognize gain or loss on the redemption of Creation Units equal to the difference between the Authorized Participant’s basis in the Creation Units and the cash received by the Authorized Participant as part of the redemption. The IRS, however, may assert that a loss realized upon an exchange of securities for Creation Units cannot be deducted currently under the rules governing “wash sales,” or on the basis that there has been no significant change in economic position. Persons exchanging securities should consult their own tax advisor with respect to whether the wash sale rules apply and when a loss might be deductible. Under current federal tax laws, any capital gain or loss realized upon redemption of Creation Units is generally treated as long-term capital gain or loss if the Shares have been held for more than one year and as a short-term capital gain or loss if the Shares have been held for one year or less. When the Fund redeems Creation Units in cash, it may recognize more capital gains than it would have if it redeemed Creation Units in-kind. Persons purchasing or redeeming Creation Units should consult their own tax advisers with respect to the tax treatment of any creation or redemption transaction and whether the wash sales rule applies and when a loss may be deductible. 

Taxation of Fund Investments. Certain of the Fund’s investments may be subject to complex provisions of the Code (including provisions relating to hedging transactions, straddles, integrated transactions, foreign currency contracts, forward foreign currency contracts, and notional principal contracts) that, among other things, may affect the Fund’s ability to qualify as a RIC, may affect the character of gains and losses realized by the Fund (e.g., may affect whether gains or losses are ordinary or capital), accelerate recognition of income to the Fund and defer losses. These rules could therefore affect the character, amount and timing of distributions to Shareholders. These provisions also may require the Fund to mark to market certain types of positions in its portfolio (i.e., treat them as if they were closed out) which may cause the Fund to recognize income without the Fund receiving cash with which to make distributions to enable the Fund to satisfy the RIC distribution requirements for avoiding income and excise taxes. The Fund intends to monitor its transactions, intends to make appropriate tax elections, and intends to make appropriate entries in its books and records in order to mitigate the effect of these rules and preserve the Fund’s qualification for treatment as a RIC. To the extent the Fund invests in an underlying fund that is taxable as a RIC, the rules applicable to the tax treatment of complex securities will also apply to the underlying Fund that also invest in such complex securities and investments. 

The Fund is required for federal income tax purposes to mark to market and recognize as income for each taxable year its net unrealized gains and losses on certain futures and options contracts subject to section 1256 of the Code (“Section 1256 Contracts”) as of the end of the year as well as those actually realized during the year. Gain or loss from Section 1256 Contracts on broad-based indexes required to be marked to market will be 60% long-term and 40% short-term capital gain or loss. Application of this rule may alter the timing and character of distributions to Shareholders. The Fund may be required to defer the recognition of losses on 1256 Contracts to the extent of any unrecognized gains on offsetting positions held by the Fund. These provisions may also require the Fund to mark-to-market certain types of positions in its portfolio (i.e., treat them as if they were closed out), which may cause the Fund to recognize income without receiving cash with which to make distributions necessary to satisfy the distribution requirement and for avoiding the excise tax discussed above. Accordingly, to avoid certain income and excise taxes, the Fund may be required to liquidate its investments at a time when the investment adviser might not otherwise have chosen to do so.

While securities are loaned out by the Fund, the fund generally will receive from the borrower amounts equal to any dividends or interest paid on the borrowed securities. For federal income tax purposes, payments made “in lieu of” dividends are not considered dividend income. These distributions will neither qualify for the reduced rate of taxation for individuals on qualified dividends nor the 50% dividends-received deduction for corporations. Also, any foreign tax withheld on payments made “in lieu of” dividends or interest will not qualify for the pass-through of foreign tax credits to Shareholders. 

Backup Withholding. The Fund will be required in certain cases to withhold (as “backup withholding”) on amounts payable to any Shareholder who (1) fails to provide a correct taxpayer identification number certified under penalty of perjury; (2) is subject to backup withholding by the IRS for failure to properly report all payments of interest or dividends; (3) fails to provide a certified statement that he or she is not subject to “backup withholding”; or (4) fails to provide a certified statement that he or she is a U.S. person (including a U.S. resident alien). The backup withholding rate is currently 24%. Backup withholding is not an additional tax; any amounts withheld may be credited against the Shareholder’s ultimate U.S. tax liability. Backup withholding will not be applied to payments that have been subject to the 30% withholding tax on Shareholders who are neither citizens nor permanent residents of the U.S. 

Non-U.S. Shareholders. A non-U.S. investor in the Fund may be subject to U.S. withholding and estate tax and is encouraged to consult their tax advisors prior to investing in the Fund. Foreign Shareholders (i.e., nonresident alien individuals and foreign corporations, partnerships, trusts and estates) are generally subject to U.S. withholding tax at the rate of 30% (or a lower tax treaty rate) on distributions derived from taxable ordinary income. The Fund may, under certain circumstances, report all or a portion of a dividend as an “interest-related dividend” or a “short-term capital gain dividend,” which would generally be exempt from this 30% U.S. withholding tax, provided certain other requirements are met. Short-term capital gain dividends received by a nonresident alien individual who is present in the U.S. for a period or periods aggregating 183 days or more during the taxable year are not exempt from this 30% withholding tax. Gains realized by foreign Shareholders from the sale or other disposition of Shares generally are not subject to U.S. taxation, unless the recipient is an individual who is physically present in the U.S. for 183 days or more per year. Foreign Shareholders who fail to provide an applicable IRS form may be subject to backup withholding on certain payments from the Fund. Backup withholding will not be applied to payments that are subject to the 30% (or lower applicable treaty rate) withholding tax described in this paragraph. Different tax consequences may result if the foreign Shareholder is engaged in a trade or business within the United States. In addition, the tax consequences to a foreign Shareholder entitled to claim the benefits of a tax treaty may be different than those described above. 

Unless certain non-U.S. entities that hold Shares comply with IRS requirements that will generally require them to report information regarding U.S. persons investing in, or holding accounts with, such entities, a 30% withholding tax may apply to the Fund’s distributions payable to such entities. A non-U.S. Shareholder may be exempt from the withholding described in this paragraph under an applicable intergovernmental agreement between the U.S. and a foreign government, provided that the Shareholder and the applicable foreign government comply with the terms of the agreement. 

For foreign Shareholders to qualify for an exemption from backup withholding, described above, the foreign Shareholder must comply with special certification and filing requirements. Foreign Shareholders in the Fund should consult their tax advisors in this regard. 

Tax-Exempt Shareholders. Certain tax-exempt Shareholders, including qualified pension plans, individual retirement accounts, salary deferral arrangements, 401 (k) plans, and other tax-exempt entities, generally are exempt from federal income taxation except with respect to their unrelated business taxable income (“UBTI”). Under the Tax Act, tax-exempt entities are not permitted to offset losses from one unrelated trade or business against the income or gain of another unrelated trade or business. Certain net losses incurred prior to January 1, 2018 are permitted to offset gain and income created by an unrelated trade or business, if otherwise available. Under current law, the Fund generally serves to block UBTI from being realized by its tax-exempt Shareholders with respect to their shares of the Fund’s income. However, notwithstanding the foregoing, tax-exempt Shareholders could realize UBTI by virtue of their investment in the Fund if, for example, (i) the Fund invest in residual interests of Real Estate Mortgage Investment Conduits (“REMICs”), (ii) the Fund invest in a REIT that is a taxable mortgage pool (“TMP”) or that has a subsidiary that is a TMP or that invests in the residual interest of a REMIC, or (iii) Shares constitute debt-financed property in the hands of the tax-exempt Shareholders within the meaning of section 514(b) of the Code. Charitable remainder trusts are subject to special rules and should consult their tax advisers. The IRS has issued guidance with respect to these issues and prospective Shareholders, especially charitable remainder trusts, are strongly encouraged to consult with their tax advisers regarding these issues. 

Certain Potential Tax Reporting Requirements. Under IRS regulations, if a Shareholder recognizes a loss on disposition of Shares of $2 million or more for an individual Shareholder or $10 million or more for a corporate Shareholder (or certain greater amounts over a combination of years), the Shareholder must file with the IRS a disclosure statement on IRS Form 8886. Direct Shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, Shareholders of a RIC are not excepted. Significant penalties may be imposed for the failure to comply with the reporting requirements. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders should consult their tax advisers to determine the applicability of these regulations in light of their individual circumstances. 

Other Issues. In those states which have income tax laws, the tax treatment of the Fund and of Fund Shareholders with respect to distributions by the Fund may differ from federal tax treatment. 

BROKERAGE COMMISSIONS

The Fund is new and had not paid any brokerage commissions as of the date of this SAI. 

DETERMINATION OF SHARE PRICE 

The price of Fund shares is based on the Fund’s net asset value per share (“NAV”). The NAV is determined at the close of trading of the New York Stock Exchange (“NYSE”), normally 4:00 p.m. Eastern time except for the following days on which the share price of the Fund is not calculated: Saturdays and Sundays; U.S. national holidays including New Years’ Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. For a description of the methods used to determine the NAV, see “Determination of Net Asset Value” in the Prospectus and Determination of Net Asset Value above.

FINANCIAL STATEMENTS 

Annual Reports will be available after the Fund have completed a fiscal year of operations. When available, you may request a copy of the Fund’s Annual Report at no charge by calling 1-or through the Fund’s website at www.xxxxxxxxx

Explanation of Indexes  

Appendix A

DESCRIPTION OF INDEXES

Russell 1000^® Index measures the performance of the large-cap segment of the US equity universe. It is a subset of the Russell 3000^® Index and includes approximately 1,000 of the largest securities based on a combination of their market cap and current index membership. The Russell 1000^® represents approximately 92% of the total market capitalization of the US market. The Russell 1000^® Index is constructed to provide a comprehensive and unbiased barometer for the large-cap segment and is completely reconstituted annually to ensure new and growing equities are included.

SAI Ensemble.Ai™ Large Blend Index is non-equal weighted index of 50 large cap US equity stocks that reflect the consensus High Conviction stock selections of 12 actively managed large blend mutual funds that were selected based on their historical and risk adjusted returns. The Index uses Ensemble Active Management principles and technologies to identify a universe of High Conviction stocks.

PART C OTHER INFORMATION

Item 28. Financial Statements and Exhibits.

                 (p.1) Code of Ethics of Strategic Innovations Advisors LLC. To be filed by amendment.
                 (p.2) Code of Ethics of Distributor. To be filed by amendment.

Item 30. Indemnification.

Reference is made to Article VII of the Registrant’s Declaration of Trust which is included. The application of these provisions is limited by the following undertaking set forth in the rules promulgated by the Securities and Exchange Commission:

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in such Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in such Act and will be governed by the final adjudication of such issue. The Registrant may maintain a standard mutual fund and investment advisory professional and directors and officers liability policy. The policy, if maintained, would provide coverage to the Registrant, its Trustees and officers, and could cover its Advisors, among others. Coverage under the policy would include losses by reason of any act, error, omission, misstatement, misleading statement, neglect or breach of duty.

Item 31. Activities of Investment Advisor.

Strategic Innovations Advisors LLC, 75 Virginia Road, 2nd Floor, Suite V1, North White Plains, NY 10603, is registered as an investment advisor. Additional information about the Advisor and its officers is incorporated by reference to the Statement of Additional Information filed herewith, and the Advisor’s Form ADV, SEC file number 801-122136. The Advisor has not engaged in another business of a substantial nature during the last two years. Information about the officers or directors of the Advisor is included in the Advisor’s Form ADV, SEC file number 801-122136

Item 32. Principal Underwriter.

[_________________] is underwriter and distributor for Registrant. As such, the Underwriter offers shares of the Fund only upon orders received therefor. The Fund continuously offers its shares. The Distributor is registered with the Securities and Exchange Commission as a broker-dealer and is a member of the Financial Industry Regulatory Authority or “FINRA”. The Underwriter is an indirect, wholly-owned subsidiary of --------------------------.

Item 33. Location of Accounts and Records.

Accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the Rules promulgated thereunder will be maintained by the Registrant the offices of:

Item 34. Management Services. Not applicable.

Item 35. Undertakings.

The Registrant undertakes to file an amendment to the registration statement with certified financial statements showing the initial capital received before accepting subscriptions from more than 25 persons.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, New York State, on the 28 day of January 2022.

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘N-1A’ Filing		Date		Other Filings
		12/31/22		None on these Dates
Filed as of:		1/31/22
Filed on:		1/28/22
		12/31/21
		12/1/21
		1/1/21
		1/1/18
		7/26/17
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Filing Submission 0001398344-22-001349   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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