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As filed with the Securities and Exchange\nCommission on October 30, 2026

File Nos. 333-215942 and 811-22398

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM N-1A

\n\n \n \n\n \n \n\n \n \n

REGISTRATION STATEMENT UNDER SECURITIES ACT OF 1933	☒
Pre-Effective Amendment No.
Post-Effective Amendment No. 180	☒

and/or

\n\n \n \n\n \n \n

REGISTRATION STATEMENT UNDER INVESTMENT COMPANY ACT OF 1940	☒
Amendment No. 183	☒

(Check appropriate box or boxes)

Spinnaker ETF Series

(Exact Name of Registrant as Specified in\nCharter)

116 South Franklin Street, Rocky\nMount, NC 27804

(Address of Principal Executive Offices)

252-972-9922

(Registrant’s Telephone Number, including\nArea Code)

Paracorp Incorporated

2140 S. DuPont Hwy., Camden, DE 19934

(Name and Address of Agent for Service)

With a Copy to:

Shawn A.\nHendricks, Esq.

Stradley\nRonon Stevens & Young, LLP

100 Park\nAvenue, Suite 2000

New York,\nNew York 10017

As soon as practicable after the\nEffective Date of this Registration Statement

(Approximate Date of Proposed Public Offering)

It is proposed that this filing will become\neffective: (check appropriate box)

☒ immediately\nupon filing pursuant to paragraph (b)

☐ on (date) pursuant\nto paragraph (b)

☐ 60 days after\nfiling pursuant to paragraph (a)(1)

☐ on (date) pursuant\nto paragraph (a)(1)

☐ 75 days after\nfiling pursuant to paragraph (a)(2)

☐ on (date) pursuant\nto paragraph (a)(2) of Rule 485

If appropriate, check the following box:

☐ This post-effective amendment\ndesignates a new effective date for a previously filed post-effective amendment.

$\"\"$

\nTuttle Capital AI Bottleneck ETF
\n(Ticker: DLAY)

Listed on the Cboe BZX\nExchange, Inc.

PROSPECTUS

October 30, 2026

This Prospectus contains important information\nabout the Tuttle Capital AI Bottleneck ETF that you should know before investing. Please read it carefully before you invest\nor send money and keep it for future reference. For questions or for Shareholder Services, please call 1-800-773-3863.

Shares of the Tuttle Capital AI Bottleneck\nETF are listed and traded on the Cboe BZX Exchange, Inc. (the “Exchange”).

\n\n \n

The\n securities offered by this prospectus have not been approved or disapproved by the Securities and Exchange Commission, nor\n has the Securities and Exchange Commission passed upon the adequacy of this prospectus. Any representation to the contrary\n is a criminal offense.

Table\nof Contents

\n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n


Fund Summary — Tuttle Capital AI Bottleneck ETF (DLAY)	1
Additional Information About the Fund's Principal Investment Strategies	9
Additional Information About the Principal Risks	10
Management of the Fund	16
Buying and Selling Fund Shares	16
Dividends, Distributions, and Taxes	17
Fund Service Providers	18
Financial Highlights	19

Fund\nSummary — Tuttle Capital AI Bottleneck ETF

Ticker Symbol: DLAY\n| Listed Exchange: CBOE BZX Exchange, Inc.

Investment Objective

The Tuttle Capital AI Bottleneck\nETF (the “Fund”) seeks long-term capital appreciation.

Fees and Expenses of the Fund

This table describes the\nfees and expenses that you may pay if you buy, hold, and sell shares of the Fund (“Shares”). You may pay other fees,\nsuch as brokerage commissions and other fees to financial intermediaries, when buying or selling Shares of the Fund in the secondary\nmarket, which are not reflected in the tables and examples below.

\n\n \n\n \n \n\n \n \n\n \n \n

Annual\n Fund Operating Expenses  \n (ongoing expenses\n that you pay each year as a percentage of the value of your investment)
Management\n Fee	0.75%
Other\n Expenses¹	0.00%
Total\n Annual Fund Operating Expenses	0.75%

\n\n

“Other Expenses” are estimated for the current fiscal year. Actual expenses\nmay differ.

Example

This Example is intended\nto help you compare the cost of investing in the Fund with the cost of investing in other funds. The Example assumes that you invest\n$10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. This Example\ndoes not reflect the effect of brokerage commissions or other transaction costs you pay in connection with the purchase or sale\nof Shares. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses\nremain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

\n\n \n \n\n \n \n

1\n Year	3\n Years
$77	$240

Portfolio Turnover

The Fund pays transaction\ncosts, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover\nmay indicate higher transaction costs and may result in higher taxes when Fund Shares are held in a taxable account. These costs,\nwhich are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. Because the Fund\nis newly organized, portfolio turnover information is not available.

Principal Investment Strategies

The Fund is an actively\nmanaged exchange-traded fund (“ETF”) that seeks to achieve its investment objective by investing primarily in equity\nsecurities of U.S. and non-U.S. companies whose business operations are tied to one or more identified industrial bottlenecks in\nthe value chain supporting artificial intelligence (“AI”) infrastructure and related buildout (each, an “AI Bottleneck\nCompany” and collectively, the “AI Bottleneck Companies”). Tuttle Capital Management, LLC (the “Advisor”)\ndefines an industrial bottleneck as a position in the value chain that meets at least two of the following three criteria based\non the Advisor’s proprietary scoring system (the “Qualification Test”): (i) Supply Chain Concentration - supply\nis concentrated among a limited number of producers, (ii) Backlog or Lead Time - lead times or order backlogs for the relevant\nproduct or service are extended, and (iii) Demand Inelasticity - demand from end-customers is structurally inelastic, meaning that\ndownstream projects may be delayed but the input cannot readily be substituted.

The Advisor identifies\nAI Bottleneck Companies as those companies that derive at least 50% of their revenue from one or more of nine enumerated AI-infrastructure\ncategories: (1) Compute and Advanced Packaging; (2) Memory and Storage; (3) Optical and Electrical Interconnect; (4) Power Generation\nand Grid; (5) Nuclear Fuel Cycle; (6) Semiconductor Capital Equipment and Test; (7) Semiconductor and Electrification Materials;\n(8) Data Center Cooling and Facility Infrastructure; and (9) Data Center Siting (each, an “AI Bottleneck Industry”\nand collectively, the “AI Bottleneck Industry Group”).

Under normal circumstances,\nthe Fund will invest at least 80% of its net assets, plus borrowings for investment purposes, in equity securities of companies\nin the AI Bottleneck Industry Group.

Having determined that\na company satisfies the Qualification Test, the Advisor then classifies the company into one of three purity tiers, based on the\npercentage of the company’s revenue directly attributable to an AI Bottleneck Industry. For purposes of portfolio allocation\nand position-sizing only: Tier 1 includes AI Bottleneck Companies deriving 60% or more of revenue from an AI Bottleneck Industry;\nTier 2 includes AI Bottleneck Companies deriving approximately 25% to 60% of revenue from an AI Bottleneck Industry; and Tier 3\nincludes AI Bottleneck Companies deriving less than 25% of revenue from an AI Bottleneck Industry, but that the Advisor has determined\nhold a structurally significant, difficult-to-replace position within a discrete link of the AI infrastructure supply chain –\nfor example, a sole-sourced or single-qualified component supplier – such that the company’s inclusion is warranted\nnotwithstanding its comparatively lower revenue concentration.

An AI Bottleneck Company’s\ntier classification affects only its relative weight within the Fund’s portfolio, including the single-issuer and tier-level\nweighting, and has no bearing on, and does not expand, the criteria used in the Qualification Test. The Fund’s portfolio\nweightings are rules-based. Holdings are weighted using a modified free-float market capitalization methodology tilted by the number\nof Qualification Test criteria a company satisfies and purity tier.

The Fund may invest in\nnon-U.S. equity securities, including in emerging market securities, through American Depositary Receipts (“ADRs”),\nGlobal Depositary Receipts (“GDRs”), or direct holdings of foreign-listed ordinary shares, including securities listed\non exchanges in Korea, Japan, Taiwan, China (A-shares accessed through Stock Connect or qualified channels), Hong Kong, the United\nKingdom, the European Union, Canada, and Australia. The Fund’s foreign-listed exposure may be material and is expected to\nrepresent a meaningful portion of the Fund’s assets at any given time.

The Fund may also use\nderivatives, such as swaps, including total return swaps, for both hedging and non-hedging purposes. The Fund may seek to obtain\nor adjust investment exposure to an AI Bottleneck Company where the Advisor determines it is more practical or efficient to do\nso than a direct purchase or sale of the underlying security, or to hedge currency exposure associated with the Fund's non-U.S.\ninvestments. To the extent the Fund enters into a swap for investment (as opposed to hedging) purposes, the Fund will treat the\nnotional value of that swap as an investment of the Fund for purposes of the Fund's 80% Policy, but only where the reference company\nor companies underlying the swap independently satisfy the Fund's Qualification Test for an AI Bottleneck Company.

The Fund will concentrate\nits investments (i.e., invest 25% or more of the value of its total assets) in securities of companies within the AI Bottleneck\nIndustry Group.

The Fund is classified\nas “non-diversified” for purposes of the Investment Company Act of 1940, as amended (the “1940 Act”), which\nmeans a relatively high percentage of the Fund’s assets may be invested in the securities of a limited number of issuers.

Principal Risks of Investing\nin the Fund

As with all funds, a shareholder\nis subject to the risk that his or her investment could lose money. An investment in the Fund is not a deposit with a bank and\nis not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. The principal risks\nof investing in the Fund are summarized below. The order of the below risk factors does not indicate the significance of any particular\nrisk factor.

AI Bottleneck\nCompanies Risk. The Fund’s investment thesis is predicated on the identification\nand persistence of industrial bottlenecks in the AI value chain. If those bottlenecks are resolved through capacity expansion,\ntechnological substitution, demand decline, or changes in industrial policy, the companies held by the Fund may underperform broader\nequity markets. The Advisor’s identification of a particular activity as a bottleneck is a matter of investment judgment\nand may prove incorrect.

Artificial\nIntelligence Risk. The Fund primarily invests in companies whose businesses are tied to\nthe buildout of AI infrastructure. Companies that develop, rely on, or integrate AI technologies into their products, services,\nor operations face risks related to the complexity, cost, and uncertainty of AI development and deployment. AI systems may produce\ninaccurate, biased, unreliable, or unintended results and may not perform as expected. Such companies may be subject to heightened\nregulatory scrutiny, evolving legal and compliance requirements, cybersecurity and data privacy risks, intellectual property disputes,\nand other operational challenges. Significant investments in AI infrastructure, talent, and research may not generate anticipated\nbenefits, and rapid technological change or increased competition may adversely affect a company’s market position, operating\nresults, or financial condition.

Foreign\nSecurities Risk. Foreign securities have investment risks different from those associated\nwith domestic securities. Foreign securities are subject to risks including currency fluctuation, less stringent regulatory and\naccounting standards, political and economic instability, capital controls, expropriation, and limited liquidity, each of which\nmay affect the Fund’s returns and NAV. In some foreign markets, there may not be protection against failure by other parties\nto complete transactions. It may not be possible for the Fund to repatriate capital, dividends, interest, and other income from\na particular country or governmental entity. In addition, a market swing in one or more countries or regions where the Fund has\ninvested a significant amount of its assets may have a greater effect on the Fund’s performance than it would in a more geographically\ndiversified portfolio.

Emerging\nMarkets Risk. Emerging market securities involve a number of risks, which may result from\nless government supervision and regulation of business and industry practices (including the potential lack of strict finance and\naccounting controls and standards), stock exchanges, brokers, and listed companies. Information about emerging market companies,\nincluding financial information, may be less available or reliable and the Advisor’s ability to conduct due diligence with\nrespect to such companies may be limited. Accordingly, these investments may be potentially more volatile in price and less liquid\nthan investments in developed securities markets, resulting in greater risk to investors. There is a risk in developing countries\nthat a current or future economic or political crisis could lead to price controls, forced mergers of companies, expropriation\nor confiscatory taxation, imposition or enforcement of foreign ownership limits, seizure, nationalization, sanctions or imposition\nof restrictions by various governmental entities on investment and trading, or creation of government monopolies, any of which\nmay have a detrimental effect on the Fund’s investments. In addition, the taxation systems at the federal, regional, and\nlocal levels in developing or emerging market countries may be less transparent, inconsistently enforced, and subject to change.\nEmerging markets may be subject to a higher degree of corruption and fraud than developed markets, and financial institutions and\ntransaction counterparties may have less financial sophistication, creditworthiness, and/or resources than participants in developed\nmarkets.

Depositary\nReceipts Risk. The Fund may hold the securities of non-U.S. companies in the form of depositary\nreceipts. The underlying securities of the depositary receipts in the Fund’s portfolio are subject to fluctuations in foreign\ncurrency exchange rates that may affect the value of the Fund’s portfolio. In addition, the value of the securities underlying\nthe depositary receipts may change materially when U.S. markets are not open for trading. Investments in the underlying foreign\nsecurities also involve political and economic risks distinct from those associated with investing in the securities of U.S. issuers.

Geopolitical\nRisk — Taiwan and China. A meaningful portion of the Fund’s portfolio is comprised\nof issuers located in or with significant operations in Taiwan and China. Heightened tensions between Taiwan, China, and the United\nStates, including military escalation, trade restrictions, export controls, sanctions, or delisting of Chinese issuers from U.S.\nexchanges, could materially impair the value of the Fund’s investments. The semiconductor supply chain is particularly exposed\nto such risk. China A-shares accessed through Stock Connect or other qualified channels are subject to additional limitations including\ntrading suspensions, quota restrictions, and the risk of regulatory changes.

Semiconductor\nCapital Equipment & Test Risk. The semiconductor capital equipment and lithography\nindustries are highly concentrated and capital-intensive. A limited number of companies supply the advanced lithography equipment,\ndeposition, etch, and inspection tools required to manufacture leading-edge semiconductors. These companies face long equipment\nlead times, multiyear customer order cycles, and significant research and development expenditures. Demand for their products is\ndirectly tied to the capital spending plans of major semiconductor manufacturers and foundries, which can shift rapidly in response\nto changes in end-market demand, trade policy, or access to technology. Export controls, particularly those restricting the sale\nof advanced semiconductor manufacturing equipment to China, have created and may continue to create material revenue disruptions\nfor companies in this sleeve. A reduction in semiconductor capital expenditure cycles, delays in technology transitions, or the\ninability to achieve next-generation lithography milestones could adversely affect the Fund’s investments in this category.

\n\n \n \n

●

Compute and Advanced Packaging Risk. A significant portion of advanced semiconductor packaging capacity is concentrated in a small number of producers, with the majority located in Taiwan. Disruptions to these facilities, whether from natural disaster, geopolitical conflict, regulatory action, or commercial dispute, could have an outsized adverse effect on the Fund’s portfolio.

Memory\nIndustry Risk. The memory semiconductor industry has historically been highly cyclical,\nwith significant price volatility tied to industry-wide supply and demand imbalances. The Fund’s investments in memory producers\nmay experience substantial volatility independent of broader equity market movements.

Power\nGeneration and Grid Risk. The Fund invests in companies that manufacture gas turbines,\ntransformers, switchgear, and other power-related equipment. Demand for these products is sensitive to utility capital spending\ncycles, interest rates, regulatory approvals for new generation and transmission projects, and commodity input costs. Order backlogs\ncan lengthen or contract rapidly with shifts in customer planning.

Nuclear\nFuel Cycle Risk. The Fund invests in companies engaged in uranium mining, nuclear fuel\nconversion and enrichment, and nuclear component manufacturing. These businesses are subject to public policy risk, environmental\nand safety regulation, long permitting timelines, geopolitical events affecting uranium supply, and commodity price volatility.\nDemand for nuclear fuel from small modular reactor (“SMR”) projects is dependent on the commercialization of SMR technology,\nwhich remains in early stages.

Semiconductor\nand Eletrification Materials Risk. The Fund invests in producers of copper, rare earth\nelements, industrial gases, and other materials. The market prices of these commodities are subject to substantial volatility driven\nby global supply and demand, currency movements, central bank actions, and changes in industrial demand. Mining operations are\nalso subject to operational, environmental, and political risk.

Advanced\nPackaging Risk. Advanced semiconductor packaging — including chip-on-wafer-on-substrate\n(CoWoS), fan-out wafer-level packaging, and 3D chip stacking — has become a critical bottleneck in the AI semiconductor supply\nchain. Capacity for these processes is highly concentrated among a small number of producers, with the majority located in Taiwan.\nDemand from AI accelerator customers has substantially outpaced available supply, resulting in extended lead times and order backlogs.\nAny disruption to these facilities — whether from natural disaster, geopolitical conflict, labor shortages, equipment delays,\nor regulatory action — could have an outsized adverse effect on the Fund’s portfolio. In addition, technological transitions\nin packaging methodology could cause rapid shifts in competitive positioning among the Fund’s holdings.

Optical\nand Electrical Interconnect Risk. The Fund invests in companies engaged in the design and\nmanufacture of photonic integrated circuits, optical transceivers, silicon photonics components, and electrical/optical interconnect\nsystems used in AI data center infrastructure. These markets are subject to rapid technology cycles, with new generations of transceivers\nand co-packaged optics requiring significant capital investment. Revenue concentration among a limited number of hyperscale customers\nmeans that purchasing decisions by a small number of buyers can materially affect the revenues and valuations of companies in this\nsleeve. Yield challenges associated with the integration of photonic components with standard semiconductor processes may delay\nor impair the commercialization of next-generation products. Pricing pressure from competing technologies or new entrants could\nalso adversely affect the Fund’s investments in this category.

Data\nCenter Cooling & Facility Infrastructure Risk. The Fund invests in companies that provide\ncooling systems, thermal management equipment, and related facility infrastructure for AI data centers, including manufacturers\nof liquid cooling systems, precision air handlers, power distribution units, and related mechanical and electrical infrastructure.\nDemand for these products is driven by the rapid increase in the thermal density of AI accelerator clusters, which require substantially\nmore power and cooling than prior-generation data center workloads. Supply chain constraints in materials and components, long\nmanufacturing lead times, and project-based revenue cycles may cause significant volatility in the revenues and order backlogs\nof these companies. Changes in data center design standards, cooling technology, or energy regulation could accelerate or impair\ndemand for the products of particular companies held by the Fund.

Data\nCenter Siting Risk. The Fund invests in companies whose operations are tied to the siting,\ndevelopment, and grid interconnection of data centers and related AI infrastructure. These companies face risk from the limited\navailability of suitable land and power in high-demand markets, lengthy interconnection queues with electric utilities, permitting\ndelays, and increasing regulatory scrutiny of large-scale power consumption. Access to reliable, affordable power — including\nnatural gas, nuclear, and renewable sources — is a critical constraint for data center development. Changes in electricity\npricing, grid stability, environmental regulation, water availability for cooling, or local zoning and land use law could adversely\naffect the operations or growth prospects of companies in this sleeve.

Derivatives\nRisk. The value of a derivative instrument depends largely on (and is derived from) the\nvalue of an underlying security, currency, commodity, interest rate, index or other asset (each referred to as an underlying asset).\nInvestment in a derivative instrument may result in losses that would exceed investment directly in an underlying asset; for instance,\nin addition to risks relating to the underlying assets, the use of derivatives may include other, possibly greater, risks, including\nliquidity, leverage and counterparty risks. Derivative instruments may be less liquid than direct investments in underlying assets\nand present challenges to sell or close out of such positions at an optimal time or price. This risk may be heightened under adverse\nmarket conditions, during which the Fund may be most in need of liquidating its derivative positions. Derivatives may also be harder\nto value, less tax efficient and subject to changing government regulations that could impact the Fund’s ability to use certain\nderivatives or significantly increase their cost. Derivatives also create leverage risk because they do not require payment up\nfront equal to the economic exposure created by holding a position in the derivative. As a result, an adverse change in the value\nof the underlying asset could result in the Fund sustaining a loss that is substantially greater than the amount invested in the\nderivative or the anticipated value of the underlying asset, which may make the Fund’s returns more volatile and increase\nthe risk of loss. Counterparty risk is the risk that the counterparty to the derivative contract will default on its obligation\nto pay the Fund the amount owed or otherwise perform under the derivative contract. Derivatives strategies may not always be successful.\nFor example, derivatives used for hedging or to gain or limit exposure to a particular market segment may not provide the expected\nbenefits, particularly during adverse market conditions.

\n\n \n \n

●

Swap Transactions Risk. Swap agreements are privately negotiated in the over-the-counter market and may be entered into as a bilateral contract or may be centrally cleared. Certain types of swaps are required to be executed on a regulated market and cleared through a central clearing house counterparty, which may increase risk of loss and costs for the Fund. In a centrally cleared swap, immediately following execution of the swap agreement, the swap agreement is submitted for clearing to a central clearing house counterparty, and the Fund faces the central clearing house counterparty through an account with a futures commission merchant that is a member of the clearing house.”

Non-Diversification\nRisk. The Fund is non-diversified and may invest a greater percentage of its assets in\nfewer issuers resulting in greater volatility than a diversified fund. A decline in the value of an investment in a single issuer\ncould cause the Fund’s overall value to decline to a greater degree than if the Fund held a more diversified portfolio.

Currency\nRisk. Because the Fund holds non-U.S. securities, the value of an investment in the Fund\nwill fluctuate with movements in foreign currency exchange rates. The Fund does not currently intend to hedge its currency exposure.

Market\nRisk. Market risk refers to the possibility that the value of securities held by the Fund\nmay decline due to daily fluctuations in the market. Market prices for securities change daily as a result of many factors, including\ndevelopments affecting the condition of both individual companies and the market in general. The price of a security may even be\naffected by factors unrelated to the value or condition of its issuer, including changes in interest rates, economic and political\nconditions, and general market conditions. The Fund’s performance per share will change daily in response to such factors.

ETF\nStructure Risks. Shares of the Fund trade on CBOE BZX Exchange, Inc. (the “Exchange”).\nShares may trade at prices that differ from their net asset value (“NAV”). The market price of Shares may be more or\nless than NAV during the trading day, and there can be no assurance that an active trading market for Shares will develop or be\nmaintained. Trading in Shares may be halted, and authorized participants may be unable to create or redeem Shares, including as\na result of foreign market closures or limited liquidity in non-U.S. portfolio holdings.

\n\n

●

Not individually redeemable.\nShares are not individually redeemable and may be redeemed by the Fund at net asset value (“NAV”) only in large\nblocks known as “Creation Units” which are only available to APs. Retail investors may only purchase or sell shares\non the Exchange. You may incur brokerage costs purchasing enough Shares to constitute a Creation Unit.

\n\n \n \n

●

Trading issues. An active trading market for the Shares may not be developed or maintained. Trading in Shares on the Exchange may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in Shares inadvisable, such as extraordinary market volatility. There can be no assurance that Shares will continue to meet the listing requirements of the Exchange. If the Shares are traded outside a collateralized settlement system, the number of financial institutions that can act as Authorized Participants that can post collateral on an agency basis is limited, which may limit the market for the Shares.

\n\n \n \n

●

Cash purchases. To the extent Creation Units are purchased or sold by APs in cash instead of in-kind, the Fund will incur certain costs such as brokerage expenses and taxable gains and losses. These costs could be imposed on the Fund and impact the Fund’s NAV if not fully offset by transaction fees paid by the APs.

\n\n \n \n

●

Market price variance risk. The market prices of Shares will fluctuate in response to changes in NAV and supply and demand for Shares and will include a “bid-ask spread” charged by the exchange specialists, market makers or other participants that trade the particular security. There may be times when the market price and the NAV vary significantly. This means that Shares may trade at a discount to NAV.

\n\n \n \n

○	In times of market stress, market makers may step away from their role market making in shares of ETFs and in executing trades, which can lead to differences between the market value of the Fund shares and the Fund’s NAV.

\n\n \n \n

○

To the extent Authorized Participants exit the business or are unable to process creations or redemptions and no other Authorized Participant can step in to do so, there may be a significantly reduced trading market in the Shares, which can lead to differences between the market value of Fund shares and the Fund’s NAV.

\n\n \n \n

○

The market price for the Shares may deviate from the Fund’s NAV, particularly during times of market stress, with the result that investors may pay significantly more or receive significantly less for Fund shares than the Fund’s NAV, which is reflected in the bid and ask price for Fund shares or in the closing price.

\n\n \n \n

○

When all or a portion of an ETF’s underlying securities trade in a market that is closed when the market for the Shares is open, there may be changes from the last quote of the closed market and the quote from the Fund’s domestic trading day, which could lead to differences between the market value of the Shares and the Fund’s NAV.

\n\n \n \n

○	In stressed market conditions, the market for the Shares may become less liquid in response to the deteriorating liquidity of the Fund’s portfolio. This adverse effect on the liquidity of the Shares may, in turn, lead to differences between the market value of the Shares and the Fund’s NAV.

New Fund\nRisk. The Fund is newly organized and has no operating history. There is no assurance that\nthe Fund will grow to or maintain an economically viable size, in which case it may be liquidated at an inopportune time..

Management\nRisk. The Fund is subject to management risk because it is an actively managed portfolio.\nIn managing the Fund’s portfolio securities, the Advisor will apply investment techniques and risk analyses in making investment\ndecisions for the Fund, but there can be no guarantee that these will produce the desired results. The portfolio manager’s\njudgments about the attractiveness , income potential, and potential appreciation of particular stocks or other securities in which\nthe Fund invests may prove to be incorrect, and there is no guarantee that the portfolio managers’ judgment will produce\nthe desired results. The portfolio manager may rely on poorly chosen, ineffective investment techniques or risk analysis, and they\nmay apply poor judgement to otherwise effective investment and analysis methods. Investors may lose money as a result.

Investment\nRisk. An investment in Shares is subject to investment risk, including the possible loss\nof the entire principal amount invested. An investment in shares represents an indirect investment in the securities owned by the\nFund. The value of these securities, like other market investments, may move up or down, sometimes rapidly and unpredictably. The\nvalue of your Shares at any point in time may be worth less than the value of your original investment.

All investments involve\nrisks, including the risk that the entire amount invested may be lost. No guarantee or representation is made that the Fund’s\ninvestment objective will be achieved.

Any real or perceived adverse\neconomic changes, local, regional or global events such as war, acts of terrorism, disasters, trade disputes, disputes with specific\ncountries that could result in additional tariffs, trade barriers and/or investment restrictions in certain securities of those\ncountries, the spread of infectious illness or other public health issues, recessions, raising of interest rates, or other events,\ncould have a material adverse impact on the Fund or its investments. Any of these conditions can adversely affect the economic\nprospects of many companies, sectors, nations, regions and the market in general, in ways that cannot necessarily be foreseen.\nMoreover, changes in these and other areas present uncertainty and risk with respect to the Fund’s NAV, performance, financial\ncondition, results of operations, ability to pay distributions, and portfolio liquidity, among other factors.

Economic problems in a\nsingle country are increasingly affecting other markets and economies, and a continuation of this trend could adversely affect\nglobal economic conditions and world markets. Uncertainty and volatility in the financial markets and political systems of the\nU.S. or any other country, including volatility as a result of the ongoing global conflicts may have adverse spill-over effects\ninto the global financial markets generally.

Early Close/Trading\nHalt Risk. The Fund’s investments in equity securities are subject to the risk that\nan exchange or market may close or issue trading halts on specific securities, or the ability to buy or sell certain securities\nor financial instruments may be restricted, which may prevent the Fund from buying or selling certain securities or financial instruments.\nIn these circumstances, the Fund may be unable to rebalance its portfolio, may be unable to accurately price its investments and\nmay incur substantial trading losses.

Sector\nRisk. The Fund may be susceptible to an increased risk of loss, including losses due to\nevents that adversely affect the Fund’s investments more than the market as a whole, to the extent that the fund may, from\ntime to time, have greater exposure to the securities of a particular issuer or issuers within the same industry or sector. Such\nsector-based risks, any of which may adversely affect the companies in which the Fund invests, may include, but are not limited\nto, legislative or regulatory changes, adverse market conditions and/or increased competition within the sector. In addition, at\ntimes, such sector may be out of favor and underperform other sectors or the market as a whole.

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Information Technology. The performance of companies in this sector may be adversely affected by intense competition both domestically and internationally; limited product lines, markets, financial resources, or personnel; rapid product obsolescence and frequent new product introduction; dramatic and unpredictable changes in growth rates; and dependence on patent and intellectual property rights.

Cybersecurity\nRisk. With the increased use of technologies such as the internet to conduct business,\nthe Fund, like all companies, may be susceptible to operational, information security, and related risks. As part of its business,\nthe Advisor processes, stores, and transmits large amounts of electronic information, including information relating to the transactions\nof the Fund. The Fund and its service providers are therefore susceptible to cybersecurity risk. Cybersecurity failures or breaches\nof the Fund or its service providers have the ability to cause disruptions and impact business operations, potentially resulting\nin financial losses, the inability of Fund shareholders to transact business, violations of applicable privacy and other laws,\nregulatory fines, penalties, and/or reputational damage. The Fund and its shareholders could be negatively impacted as a result.

Performance

Performance\ninformation will be available after the Fund has been in operation for one full calendar year. You may request a copy of the Fund’s\nannual and semi-annual reports and financial statements, once available, at no charge by calling the Fund at 1-800-773-3863. Updated\nperformance information will be available on the Fund’s website at https://www.DLAYetf.com.

Management

Investment Adviser:\nTuttle Capital Management, LLC

Portfolio Manager: Matthew\nB. Tuttle, Chief Executive Officer of the Advisor, has served as portfolio manager of the Fund since its inception.

Purchase and Sale of\nFund Shares

The Fund issues and redeems\nShares at NAV only in large blocks of shares called “Creation Units” which only Authorized Participants may purchase\nor redeem directly with the Fund. Authorized Participants must comply with the terms of the Authorized Participant Agreement and\npay a transaction fee.

Individual Shares of the\nFund may only be purchased and sold on a national securities exchange through a broker-dealer, The price of Shares is based on\nthe secondary market price and may be at, above, or below NAV. When buying or selling Shares in the secondary market, you may incur\ncosts attributable to the difference between the highest price a buyer is willing to pay to purchase Shares (“bid”)\nand the lowest price a seller is willing to accept (“ask”) — the “bid-ask spread.”

Recent\ninformation, including information on the Fund’s NAV, market price, premiums and discounts, and bid-ask spreads will be made\navailable online at https://www.DLAYetf.com.

The Shares are listed\nand traded on the Cboe BZX Exchange under the ticker symbol “DLAY.”

Tax Information

The Fund’s distributions\nwill generally be taxable as ordinary income or long-term capital gains, except when your investment is held through a tax-deferred\narrangement, such as a 401(k) plan or an individual retirement account, in which case your distributions will generally be taxed\nwhen withdrawn.

Payments to Broker-Dealers\nand Other Financial Intermediaries

If you purchase the Fund\nthrough a broker-dealer or other financial intermediary (such as a bank), the Advisor and its affiliates may pay the intermediary\nfor the sale of Shares and related services. These payments may create a conflict of interest by influencing the broker-dealer\nor other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial\nintermediary’s website for more information.

Additional\nInformation About the Fund’s Principal Investment Strategies

Investment Objectives

The Fund's investment\nobjective is to seek long-term capital appreciation. The investment objective and 80% Policy is not fundamental policies and can\nbe changed without shareholder approval by a vote of the Board. Shareholders will receive 60 days’ prior written notice before\na change to the investment objective or to an 80% Policy of the Fund takes effect. There is no guarantee that the Fund will achieve\nits investment objective.

Principal\nInvestment Strategies

Under normal circumstances,\nthe Fund will invest at least 80% of its net assets, plus borrowings for investment purposes, in equity securities of companies\nin the AI Bottleneck Industry Group.

The Fund will concentrate\nits investments (i.e., invest 25% or more of the value of its total assets) in securities of companies within the AI Bottleneck\nIndustry Group.

Additional\nInformation About the Principal Risks

The Fund is subject\nto various risks, including the principal risks noted below, any of which may adversely affect the Fund’s NAV, trading price,\nyield, total return and ability to meet its investment objective. You could lose all or part of your investment in the Fund, and\nthe Fund could underperform other investments.

Artificial\nIntelligence Risk. Companies that develop, rely on, or integrate AI technologies into their\nproducts, services, or operations face risks related to the complexity, cost, and uncertainty of AI development and deployment.\nAI systems may produce inaccurate, biased, unreliable, or unintended results and may not perform as expected. Such companies may\nbe subject to heightened regulatory scrutiny, evolving legal and compliance requirements, cybersecurity and data privacy risks,\nintellectual property disputes, and other operational challenges. Significant investments in AI infrastructure, talent, and research\nmay not generate anticipated benefits, and rapid technological change or increased competition may adversely affect a company’s\nmarket position, operating results, or financial condition.

Data\nCenter Siting Risk. The Fund invests in companies whose operations are tied to the\nsiting, development, and grid interconnection of data centers and related AI infrastructure. These companies face risk from\nthe limited availability of suitable land and power in high-demand markets, lengthy interconnection queues with electric\nutilities, permitting delays, and increasing regulatory scrutiny of large-scale power consumption. Access to reliable,\naffordable power — including natural gas, nuclear, and renewable sources — is a critical constraint for data\ncenter development. Changes in electricity pricing, grid stability, environmental regulation, water availability for cooling,\nor local zoning and land use law could adversely affect the operations or growth prospects of companies in this\nsleeve.

Derivatives\nRisk. A derivative is an instrument that derives its value from the value of an underlying\nsecurity, currency, commodity, interest rate, index or other asset (each referred to as an underlying asset). Investment in a derivative\ninstrument may result in losses that would exceed investment directly in an underlying asset; for instance, in addition to risks\nrelating to the underlying assets, the use of derivatives may include other, possibly greater, risks, including liquidity, leverage\nand counterparty risks.

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	●	Counterparty Risk. Derivative instruments carry the risk that the counterparty to a derivative transaction may not fulfill its obligations in the transaction. Certain derivatives do not trade on an established exchange (referred to as over-the-counter (OTC) derivatives) and are simply financial contracts between the Fund and a counterparty. When the Fund is owed money on an OTC derivative, the Fund is dependent on the counterparty to pay or, in some cases, deliver the underlying asset, unless the Fund can otherwise sell its derivative contract to a third party prior to its expiration. Many counterparties are financial institutions such as banks and broker-dealers and their creditworthiness (and ability to pay or perform) may be negatively impacted by factors affecting financial institutions generally. In addition, in the event that a counterparty becomes bankrupt or insolvent, the Fund’s ability to recover the collateral that the Fund has on deposit with the counterparty could be delayed or impaired. For derivatives traded on a centralized exchange, the Fund generally is dependent upon the solvency of the relevant exchange clearing house (which acts as a guarantor for each contractual obligation under such derivatives) for payment on derivative instruments for which the Fund is owed money.
	●	Leverage Risk. Many derivatives do not require a payment up front equal to the economic exposure created by holding a position in the derivative, which creates a form of leverage. As a result, an adverse change in the value of the underlying asset could result in the Fund sustaining a loss that is substantially greater than the amount invested in the derivative or the anticipated value of the underlying asset. In addition, some derivatives have the potential for unlimited loss, regardless of the size of the Fund’s initial investment. Leverage may therefore make the Fund’s returns more volatile and increase the risk of loss. In certain market conditions, losses on derivative instruments can grow larger while the value of the Fund’s other assets fall, resulting in the Fund’s derivative positions becoming a larger percentage of the Fund’s investments.

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	●	Liquidity Risk. Derivative instruments may be less liquid than more traditional investments and the Fund may be unable to sell or exit its derivative positions at a desirable time or price. This may be attributed to a limited amount of buyers and sellers for certain derivatives, particularly OTC derivatives, than more traditional investments. Such participants to derivative transactions are often financial institutions that may be unable or unwilling to buy or sell derivatives during times of financial or market stress. This risk may be heightened under adverse market conditions, during which the Fund may be most in need of liquidating its derivative positions. To the extent that the Fund is unable to exit a derivative position because of market illiquidity, the Fund may not be able to prevent further losses of value in its derivatives holdings and the liquidity of the Fund and its ability to meet redemption requests may be impaired to the extent that a substantial portion of the Fund’s otherwise liquid assets must be used as margin. Another consequence of illiquidity is that the Fund may be required to hold a derivative instrument to maturity and take or make delivery of the underlying asset that the Fund would otherwise avoid.
	●	Swap Transactions Risk. Swap agreements are privately negotiated in the over-the-counter market and may be entered into as a bilateral contract or may be centrally cleared. Certain types of swaps are required to be executed on a regulated market and cleared through a central clearing house counterparty, which may increase risk of loss and costs for the Fund. In a centrally cleared swap, immediately following execution of the swap agreement, the swap agreement is submitted for clearing to a central clearing house counterparty, and the Fund faces the central clearing house counterparty through an account with a futures commission merchant that is a member of the clearing house.”

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Not individually redeemable. Shares are not individually redeemable and may be redeemed by the Fund at net asset value (“NAV”) only in large blocks known as “Creation Units” which are only available to APs. Retail investors may only purchase or sell shares on the Exchange. You may incur brokerage costs purchasing enough Shares to constitute a Creation Unit.

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In times of market stress, market makers may step away from their role market making in shares of ETFs and in executing trades, which can lead to differences between the market value of the Fund shares and the Fund’s NAV.

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In stressed market conditions, the market for the Shares may become less liquid in response to the deteriorating liquidity of the Fund’s portfolio. This adverse effect on the liquidity of the Shares may, in turn, lead to differences between the market value of the Shares and the Fund’s NAV.

Semiconductor and Electrification Materials Risk. The Fund invests in\nproducers of copper, rare earth elements, industrial gases, and other materials. The market prices of these commodities are subject\nto substantial volatility driven by global supply and demand, currency movements, central bank actions, and changes in industrial\ndemand. Mining operations are also subject to operational, environmental, and political risk.

All investments involve\nrisks, including the risk that the entire amount invested may be lost. No guarantee or representation is made that the Fund’s\ninvestment objective will be achieved.

Management\nRisk. The Fund is subject to management risk because it is an actively managed portfolio.\nIn managing the Fund’s portfolio securities, the Advisor will apply investment techniques and risk analyses in making investment\ndecisions for the Fund, but there can be no guarantee that these will produce the desired results. The portfolio manager’s\njudgments about the attractiveness, income potential, and potential appreciation of particular stocks or other securities in which\nthe Fund invests may prove to be incorrect, and there is no guarantee that the portfolio managers’ judgment will produce\nthe desired results. The portfolio manager may rely on poorly chosen, ineffective investment techniques or risk analysis, and they\nmay apply poor judgement to otherwise effective investment and analysis methods. Investors may lose money as a result.

Non-Diversification\nRisk. The Fund is non-diversified and may invest a greater percentage of its assets in\nfewer issuers, resulting in greater volatility than a diversified fund. A decline in the value of an investment in a single issuer\ncould cause the Fund’s overall value to decline to a greater degree than if the Fund held a more diversified portfolio.

Optical and Electrical Interconnect Risk. The Fund invests in\ncompanies engaged in the design and manufacture of photonic integrated circuits, optical transceivers, silicon photonics components,\nand electrical/optical interconnect systems used in AI data center infrastructure. These markets are subject to rapid technology\ncycles, with new generations of transceivers and co-packaged optics requiring significant capital investment. Revenue concentration\namong a limited number of hyperscale customers means that purchasing decisions by a small number of buyers can materially affect\nthe revenues and valuations of companies in this sleeve. Yield challenges associated with the integration of photonic components\nwith standard semiconductor processes may delay or impair the commercialization of next-generation products. Pricing pressure from\ncompeting technologies or new entrants could also adversely affect the Fund’s investments in this category.

Power\nGeneration and Grid Risk. The Fund invests in companies that manufacture gas\nturbines, transformers, switchgear, and other power-related equipment. Demand for these products is sensitive to utility\ncapital spending cycles, interest rates, regulatory approvals for new generation and transmission projects, and commodity\ninput costs. Order backlogs can lengthen or contract rapidly with shifts in customer planning.

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Information Technology.\nThe performance of companies in this sector may be adversely affected by intense competition\nboth domestically and internationally; limited product lines, markets, financial resources, or personnel; rapid product obsolescence\nand frequent new product introduction; dramatic and unpredictable changes in growth rates; and dependence on patent and intellectual\nproperty rights.

Semiconductor\nCapital Equipment & Test Risk. The semiconductor capital equipment and\nlithography industries are highly concentrated and capital-intensive. A limited number of companies supply the advanced\nlithography equipment, deposition, etch, and inspection tools required to manufacture leading-edge semiconductors. These\ncompanies face long equipment lead times, multiyear customer order cycles, and significant research and development\nexpenditures. Demand for their products is directly tied to the capital spending plans of major semiconductor manufacturers\nand foundries, which can shift rapidly in response to changes in end-market demand, trade policy, or access to technology.\nExport controls, particularly those restricting the sale of advanced semiconductor manufacturing equipment to China, have\ncreated and may continue to create material revenue disruptions for companies in this sleeve. A reduction in semiconductor\ncapital expenditure cycles, delays in technology transitions, or the inability to achieve next-generation lithography\nmilestones could adversely affect the Fund’s investments in this category.

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Compute\n and Advanced Packaging Risk. A significant portion\n of advanced semiconductor packaging capacity is concentrated in a small number of producers,\n with the majority located in Taiwan. Disruptions to these facilities, whether from natural\n disaster, geopolitical conflict, regulatory action, or commercial dispute, could have\n an outsized adverse effect on the Fund’s portfolio.

Management\nof the Fund

Investment Adviser

Tuttle Capital Management,\nLLC, acts as the Fund’s investment advisor pursuant to an advisory agreement with the Trust on behalf of the Fund (the “Advisory\nAgreement”). The Advisor, located at 155 Lockwood Road, Riverside, Connecticut 06878 , is registered with the SEC as an investment\nadvisor. The Advisor was founded in 2012 by Matthew B. Tuttle and provides investment advisory services to a family of exchange-traded\nfunds. As of September 30, 2026, the Advisor managed approximately $6.0 billion in assets under management.

Investment Adviser Compensation

Under the investment\nadvisory agreement, the Fund pays the Advisor a unified management fee at an annual rate of 0.75% of the Fund’s average daily\nnet assets. The unified management fee is designed to pay all of the Fund’s ordinary operating expenses (other than certain\nexcluded expenses such as interest, taxes, acquired fund fees and expenses, brokerage commissions, and extraordinary expenses)\nout of the Advisor’s own assets. The Advisor is responsible for paying the operating expenses of the Fund, including custodial,\ntransfer agency, administration, audit, legal, trustee, and other ordinary expenses, from the unified management fee.

Approval of Advisory\nAgreement

A discussion regarding\nthe basis for the Board of Trustees’ approval of the Advisory Agreement with respect to the Fund will be available in the\nFund’s first annual or semi-annual report to shareholders.

Portfolio Manager

Matthew B. Tuttle, Chief\nExecutive Officer of the Advisor, serves as portfolio manager of the Fund. Mr. Tuttle has more than 20 years of investment management\nexperience and is responsible for the day-to-day management of the Fund’s portfolio. The Fund’s Statement of Additional\nInformation provides additional information about the Portfolio Manager’s compensation, other accounts managed, and ownership\nof Fund Shares.

Buying\nand Selling Fund Shares

Creation and Redemption

Shares of the Fund are\nlisted and traded on the Cboe BZX Exchange (the “Exchange”) under the ticker symbol “DLAY”. Individual\ninvestors may purchase and sell Shares of the Fund only in the secondary market through a broker-dealer at prevailing market prices.\nThe market price of Shares of the Fund may be higher or lower than the Fund’s NAV per share (“NAV per Share”)\nand will fluctuate based on supply and demand, as well as broader market conditions. You may be charged brokerage commissions or\nother charges when purchasing or selling your Shares.

Creation and Redemption

The Fund issues and\nredeems Shares only in Creation Units consisting of a specified number of Shares. Creation Units are issued and redeemed in cash\nand/or in exchange for a specified basket of securities and/or other instruments. Only APs that have entered into an AP agreement\nwith the Fund’s distributor may purchase or redeem Creation Units directly with the Fund.

Creation Units are generally\npurchased with a basket of securities (“in-kind”) together with a small cash component, or with all cash, at the discretion\nof the Fund. Redemptions of Creation Units are generally effected in-kind. Transaction fees are charged to APs for each Creation\nUnit purchase and redemption to offset the Fund’s costs of processing the transaction.

The Fund reserves the\nright to change the number of Shares in a Creation Unit, to reject or delay Creation Unit orders, or to suspend Creation Unit transactions\nin limited circumstances.

Net Asset Value

The Fund calculates its\nNAV per Share as of the close of regular trading on the New York Stock Exchange (“NYSE”), generally 4:00 p.m. Eastern\ntime, on each day that the NYSE is open for business (a “Business Day”). NAV per Share equals the total value of the\nFund’s assets minus its liabilities, divided by the total number of Shares outstanding. The Fund’s securities are valued\nat their market value when market quotations are readily available.

When the NYSE is closed\n— including weekends, U.S. federal holidays, and other days on which the NYSE does not hold a trading session — the\nFund does not calculate NAV and Shares are not eligible for creation or redemption. Shares may continue to trade in the secondary\nmarket on those days.

Bid-Ask Spread

When buying or selling\nShares of the Fund in the secondary market, you may incur transaction costs attributable to the difference between the highest\nprice a buyer is willing to pay to purchase Shares (“bid”) and the lowest price a seller is willing to accept for Shares\n(“ask”). This difference is known as the “bid-ask spread.” The bid-ask spread will vary based on market\nconditions, trading volume, and the liquidity of the Fund’s underlying portfolio securities. Information about the Fund’s\nmedian bid-ask spread will be available at www.tuttlecapital.com and on the Exchange’s website.

Premium/Discount to NAV

The market price of\nShares may be higher (“premium”) or lower (“discount”) than the Fund’s NAV per Share at any given\ntime. Premiums and discounts occur because the secondary market price of the Fund’s Shares is driven by supply and demand\nin the market and may not immediately reflect the value of the Fund’s underlying portfolio. Premium and discount information\nfor the Fund will be available at https://www.DLAYetf.com and the Exchange’s website after the Fund begins trading.

Dividends,\nDistributions, and Taxes

Dividends and Distributions

The Fund intends to\ndistribute substantially all of its net investment income and net realized capital gains, if any, to shareholders at least annually.\nDistributions in cash may be reinvested automatically in additional whole Shares only if the broker through which Shares were purchased\nmakes such reinvestment available. The Fund does not have a fixed distribution policy.

Distributions will be\nreinvested in additional Shares of the Fund unless a shareholder elects to receive distributions in cash. Reinvestment of distributions\nwill be made at the NAV per Share on the distribution payment date if reinvested through the Fund's transfer agent, or at the prevailing\nmarket price if reinvested through a broker-dealer.

Tax Information

The following is a general\nsummary of certain U.S. federal income tax consequences of investing in the Fund. This summary does not address all possible tax\nconsequences and is not intended as tax advice. Shareholders should consult their own tax advisors regarding their specific tax\nsituations.

Tax Treatment of Distributions

The Fund’s distributions\nare generally taxable to shareholders who are not investing through a tax-advantaged account. Distributions attributable to net\ninvestment income and short-term capital gains are generally taxable as ordinary income. Distributions attributable to long-term\ncapital gains are generally taxable at preferential long-term capital gains rates for individual shareholders. The Fund’s\nactive management approach, including frequent rebalancing, may cause the Fund to realize more capital gains than a passively managed\nfund and result in higher taxable distributions.

Sale or Exchange of Shares

A sale or exchange of Shares\nis generally a taxable event. You will generally recognize a capital gain or loss equal to the difference between the amount you\nreceive and your adjusted tax basis in the Shares you sell. Capital gains on Shares held for more than one year are generally taxed\nat preferential long-term capital gains rates.

Tax-Advantaged Accounts

If you are investing\nthrough a tax-deferred arrangement, such as a 401(k) plan, individual retirement account (“IRA”), or similar tax-advantaged\naccount, your investment in the Fund may be subject to tax only upon withdrawal from the account. The rules governing tax-deferred\naccounts are complex; you should consult your tax advisor.

Foreign Tax Considerations

The Fund may invest in ADRs of foreign\nissuers. Dividends from foreign issuers may be subject to foreign withholding taxes, which may reduce the amount received by the\nFund and may or may not be creditable against U.S. tax by shareholders, depending on the circumstances.

The foregoing discussion summarizes\nsome of the possible consequences under current federal tax law of an investment in the Fund. It is not a substitute for personal\ntax advice. You may also be subject to state and local taxation on Fund distributions, and sales of Shares. Consult your personal\ntax adviser about the potential tax consequences of an investment in Shares under all applicable tax laws.

Frequent Purchases and\nRedemptions

Shares of the Fund can only be purchased\nand redeemed directly from the Fund in Creation Units by APs, and the vast majority of trading in the Shares occurs on the secondary\nmarket. Because the secondary market trades do not directly involve the Fund, it is unlikely those trades would cause the harmful\neffects of market timing, including dilution, disruption of portfolio management, increases in the Fund’s trading costs and\nthe realization of capital gains. With regard to the purchase or redemption of Creation Units directly with the Fund, to the extent\neffected in-kind (i.e., for securities), those trades do not cause the harmful effects that may result from frequent cash trades.\nTo the extent trades are effected in whole or in part in cash, those trades could result in dilution to the Fund and increased\ntransaction costs, which could negatively impact the Fund’s ability to achieve its investment objective. However, direct\ntrading by APs is critical to ensuring that Shares trade at or close to NAV. The Fund also employs fair valuation pricing to minimize\npotential dilution from market timing. In addition, the Fund imposes transaction fees on purchases and redemptions of Shares to\ncover the custodial and other costs incurred by the Fund in effecting trades. These fees increase if an investor substitutes cash\nin part or in whole for securities, reflecting the fact that the Fund’s trading costs increase in those circumstances. Given\nthis structure, the Trust has determined that it is not necessary to adopt policies and procedures to detect and deter market timing\nof the Shares.

Fund\nService Providers

Administrator. The Nottingham\nCompany (“Nottingham”), located at 116 South Franklin Street, Rocky Mount, North Carolina 27804, has served as the\nadministrator to the Trust pursuant to a Fund Accounting & Administration Services Agreement (the \"Legacy Agreement\").\nThe Trust became aware that, within the past fiscal quarter, a transaction involving Nottingham may have resulted in the assignment\nand termination of the Legacy Agreement. Based on the information regarding the Nottingham transaction, a new long-term agreement\nmay be sought, which may have terms materially different from the Legacy Agreement (the \"Long-Term Agreement\"). If necessary\nand/or until a Long-Term Agreement is approved and executed, during such period, Nottingham will continue to provide administrative\nservices for the Trust, consistent with the terms of the Legacy Agreement, related to the services to be rendered, as discussed\nin the Fund's Statement of Additional Information. In the absence of an agreement to provide the services contemplated by the Legacy\nAgreement, the Trust's failure to pay for services rendered could be detrimental to the Trust and its operations.

Custodian. UMB Bank, n.a.\n(the “Custodian”), located at 1010 Grand Blvd, Kansas City, Missouri 64106 serves as the custodian for the Fund. The\nCustodian is responsible for holding all cash assets and all portfolio securities of the Fund, releasing and delivering such securities\nas directed by the Fund, maintaining bank accounts in the names of the Fund, receiving for deposit into such accounts payments\nfor shares of the Fund, collecting income and other payments due the Fund with respect to portfolio securities, and paying out\nmonies of the Fund.

Transfer Agent. Nottingham\nShareholder Services LLC (the “Transfer Agent”), located at 116 South Franklin Street, PO Box 4365, Rocky Mount, North\nCarolina 27804, serves as the transfer agent for the Fund and serves as the dividend disbursing agent for the Fund.

Distributor. Paralel Distributors\nLLC (the “Distributor”), located at 1700 Broadway, Suite 210, Denver, Colorado 80290, is the distributor for the Shares.\nThe Distributor is a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Counsel. Stradley Ronon\nStevens & Young, LLP, located at 100 Park Avenue, Suite 2000, New York, New York 10017 serves as counsel to the Trust.

Independent Registered Public\nAccounting Firm. Tait, Weller & Baker, LLP, located at Two Liberty Place, 50 S. 16th Street, Suite 2900, Philadelphia,\nPennsylvania 19102-2529, serves as the Fund's independent registered public accounting firm. They audit the Fund's financial statements\nand perform other related audit services.

Financial\nHighlights

Financial highlights are not presented\nbecause the Fund has not commenced operations as of the date of this Prospectus.

For\nMore Information

Portfolio Holdings Disclosure

A description of the\nFund's policies and procedures with respect to the disclosure of its portfolio securities is available in the Fund's Statement\nof Additional Information (“SAI”). On each business day, before commencement of trading on the Exchange, the Fund will\ndisclose the identities and quantities of the Fund's portfolio holdings that will form the basis for the Fund's calculation of\nNAV at the end of the business day. These disclosures can be found at https://www.DLAYetf.com.

Fund fact sheets provide\ninformation regarding the Fund’s top holdings and may be requested by calling 1-800-773-3863.

Premium/Discount Information

Information regarding how often the\nShares of the Fund 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\nduring the prior calendar year and subsequent quarters, when available will be available at https://www.DLAYetf.com.

Additional\nInformation

More information about the Fund can be\nfound in the Statement of Additional Information, which is incorporated by reference into this prospectus. Additional information\nabout the Fund’s investments will be available in the annual and semi-annual reports to shareholders and in Form N-CSR. The\nannual reports will include a discussion of market conditions and investment strategies that significantly affected the Fund’s\nperformance during its last fiscal year. In Form N-CSR, you will find the Fund’s annual and semi-annual financials.

The Fund’s Statement of Additional\nInformation and the annual and semi-annual reports and financial statements are available, free of charge, on the website listed\nbelow and upon request by contacting the Fund (you may also request other information about the Fund or make shareholder inquiries)\nas follows:

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	Call:	\n 1-800-773-3863 (toll free) \n Monday through Friday, 8:30 a.m.\nto 5:00 p.m. (Eastern time)

	Email:	shareholders@ncshare.com

	Write:	Tuttle Capital AI Bottleneck ETF \n116 South Franklin Street \nPost Office Box 4365 \nRocky Mount, North Carolina 27803-0365
	Website:	https://www.DLAYetf.com

Reports and other information\nabout the Fund is also available on the EDGAR Database on the SEC’s website at www.sec.gov. Copies of this information may\nalso be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov.

No person is authorized to give any\ninformation or to make any representations about the Fund and its shares not contained in this Prospectus and you should not rely\non any other information. Read and keep this Prospectus for future reference.

Investment Company Act\nfile number: 811-22398

STATEMENT\nOF ADDITIONAL INFORMATION

Tuttle\nCapital ETFs

\n\n \n \n \n\n \n \n \n

Fund	Ticker	Principal\n Listing \n Exchange
Tuttle\n Capital AI Bottleneck ETF	DLAY	Cboe\n BZX Exchange, Inc.

October\n30, 2026

A\nseries of the

Spinnaker\nETF Series
\n116 South Franklin Street
\nRocky Mount, North Carolina 27804
\nTelephone 1-800-773-3863

This\nStatement of Additional Information (“SAI”) is meant to be read in conjunction with the prospectus for the Tuttle\nCapital AI Bottleneck ETF (the “Fund”), dated October 30, 2026, (the “Prospectus”) as supplemented\nfrom time to time, and is incorporated by reference in its entirety into the Prospectus. Because this SAI is not itself a prospectus,\nno investment in shares of the Fund should be made solely upon the information contained herein. Capitalized terms used herein\nthat are not defined have the same meaning as in the Prospectus, unless otherwise noted. A copy of the Prospectus, Annual, Semi-Annual\nReports, and Financial Statements, when available, may be obtained, without charge, by writing or calling the Fund at the address\nor phone number shown above or online at https://www.DLAYetf.com. The Prospectus is incorporated by reference into this SAI.

Reference\nto the Investment Company Act of 1940, as amended, (the “Investment Company Act” or the “1940 Act”), or\nother applicable law, will include any rules promulgated thereunder and any guidance, interpretations or modifications by the\nU.S. Securities and Exchange Commission (the “SEC”), SEC staff or other authority with appropriate jurisdiction, including\ncourt interpretations, and exemptive, no action or other relief or permission from the SEC, SEC staff or other authority.

Table\nof Contents

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GENERAL\n DESCRIPTION OF THE TRUST AND THE FUNDS	3
EXCHANGE\n LISTING AND TRADING	3
INVESTMENT\n RESTRICTIONS AND POLICIES	4
INVESTMENT\n POLICIES AND RISKS	5
SPECIAL\n CONSIDERATIONS AND RISKS	18
GENERAL	18
EQUITY\n SECURITIES	19
NON-U.S.\n AND EMERGING MARKETS SECURITIES	19
TAX\n RISKS	19
CONTINUOUS\n OFFERING	19
MANAGEMENT	20
BROKERAGE\n TRANSACTIONS	28
ADDITIONAL\n INFORMATION CONCERNING THE TRUST	30
CREATION\n AND REDEMPTION OF CREATION UNITS	32
TAXES	40
DETERMINATION\n OF NAV	45
DIVIDENDS\n AND DISTRIBUTIONS	47
Financial\n Statements	48
Appendix\n A – Proxy Voting Procedures	A-1

GENERAL\nDESCRIPTION OF THE TRUST AND THE FUND

Spinnaker\nETF Series (the “Trust”) was organized as a Delaware statutory trust on December 21, 2016 and is authorized to have\nmultiple series. The Trust currently consists of 19 series. The Trust is an open-end management investment company, registered\nunder the 1940 Act. The offering of the Fund’s shares is registered under the Securities Act of 1933, as amended (the “Securities\nAct”). This SAI relates to Tuttle Capital AI Bottleneck ETF (the “Fund”). The Fund is an exchange-traded fund\n(commonly referred to as an “ETF”). ETFs are funds that trade like other publicly-traded securities. Unlike shares\nof a mutual fund, which can be bought and redeemed from the issuing fund by all shareholders at a price based on net asset value\n(“NAV”), shares may be purchased or redeemed directly from the Fund at NAV only by Authorized Participants and only\nin Creation Unit increments. In addition, unlike shares of a mutual fund, shares of the Fund are listed on a national securities\nexchange and trade in the secondary market at market prices that change throughout the day. The Fund is actively managed and is\nnot intended to track a market index. The shares of the Fund are referred to herein as “Shares” or “Fund Shares.”

The\nFund is classified as “non-diversified” within the meaning of the 1940 Act.

The\nFund is managed by Tuttle Capital Management, LLC (the “Advisor”).

The\nFund will offer and issue Shares at NAV only in aggregations of a specified number of Shares (each a “Creation Unit”\nor a “Creation Unit Aggregation”), generally in exchange for a basket of securities specified by the Fund (the “Deposit\nSecurities”), together with the deposit of a specified cash payment (the “Cash Component”).

The\nFund’s Shares are listed on Cboe BZX Exchange, Inc. (the “Exchange”) under the trading symbol set out on the\nfront cover.

Fund\nShares trade on the Exchange at market prices that may be below, at or above NAV. Shares are redeemable only in Creation Unit\nAggregations and, generally, in exchange for portfolio securities and a specified cash payment. Creation Units are aggregations\nof 10,000 Shares. In the event of the liquidation of the Fund, the Trust may lower the number of Shares in a Creation Unit.

The\nTrust reserves the right to offer a “cash” option for creations and redemptions of Fund Shares. Fund Shares may be\nissued in advance of receipt of Deposit Securities subject to various conditions including a requirement to maintain on deposit\nwith the Trust cash at least equal to 105% and up to 115% of the market value of the missing Deposit Securities. See the “Creation\nand Redemption of Creation Unit Aggregations” section. In each instance of such cash creations or redemptions, transaction\nfees may be imposed that will be higher than the transaction fees associated with in-kind creations or redemptions. In all cases,\nsuch fees will be limited in accordance with the requirements of the U.S. Securities and Exchange Commission (the “SEC”)\napplicable to management investment companies offering redeemable securities.

EXCHANGE\nLISTING AND TRADING

Shares\nare listed for trading, and trade throughout the day, on the Exchange. There can be no assurance that the requirements of the\nExchange necessary to maintain the listing of Shares will continue to be met. The Exchange may, but is not required to, remove\nthe Shares from listing if (i) following the initial 12-month period beginning at the commencement of trading of the Fund, there\nare fewer than 50 beneficial owners of the Shares for 30 or more consecutive trading days; or (ii) any other event shall occur\nor condition shall exist that, in the opinion of the Exchange, makes further dealings on the Exchange inadvisable. The Exchange\nwill also remove the Shares from listing and trading upon termination of the Fund.

As\nin the case of other stocks traded on the Exchange, broker’s commissions on transactions will be based on negotiated commission\nrates at customary levels.

The\nTrust reserves the right to adjust the share prices of the Fund in the future to help maintain convenient trading ranges for investors.\nAny adjustments would be accomplished through stock splits or reverse stock splits, which would have no effect on the net assets\nof the Fund.

INVESTMENT\nRESTRICTIONS AND POLICIES

The\ninvestment restrictions set forth below have been adopted by the Board of Trustees of the Trust (the “Board”) as fundamental\npolicies that cannot be changed with respect to the Fund without the affirmative vote of the holders of a majority (as defined\nin the 1940 Act) of the outstanding voting securities of the Fund. The investment objectives of the Fund and all other investment\npolicies or practices of the Fund are considered by the Trust not to be fundamental and accordingly may be changed without shareholder\napproval. For purposes of the 1940 Act, a “majority of the outstanding voting securities” means the lesser of the\nvote of (i) 67% or more of the Shares of the Fund present at a meeting, if the holders of more than 50% of the outstanding Shares\nof the Fund are present or represented by proxy, or (ii) more than 50% of the Shares of the Fund.

As\na matter of fundamental policy, the Fund (except as otherwise noted below) may not:

(1)\nConcentrate its investments. The Fund’s concentration policy does not allow the Fund to purchase the securities of issuers\nconducting their principal business activity in the same industry if, immediately after the purchase and as a result thereof,\nthe value of the Fund’s investments in that industry would equal or exceed 25% of the current value of the Fund’s\ntotal assets except that the Fund will concentrate its investments in securities of companies within\nthe AI Bottleneck Industry Group. This restriction does not limit the Fund’s: (i) investments in securities of other\ninvestment companies, (ii) investments in securities issued or guaranteed by the U.S. government, its agencies or instrumentalities,\nor (iii) investments in repurchase agreements collateralized by U.S. government securities.

(2)\nBorrow money, except as permitted under the 1940 Act, as interpreted, modified, or otherwise permitted by regulatory authority\nhaving jurisdiction, from time to time.

(3)\nIssue any senior security, except as permitted under the 1940 Act, as amended, and as interpreted, modified or otherwise permitted\nby regulatory authority having jurisdiction, from time to time.

(4)\nMake loans, except as permitted under the 1940 Act, as interpreted, modified, or otherwise permitted by regulatory authority having\njurisdiction, from time to time.

(5)\nPurchase or sell real estate unless acquired as a result of ownership of securities or other instruments (but this restriction\nshall not prevent the Fund from investing in securities of companies engaged in the real estate business or securities or other\ninstruments backed by real estate or mortgages), or commodities or commodity contracts.

(6)\nEngage in the business of underwriting securities issued by other persons, except to the extent that the Fund may technically\nbe deemed to be an underwriter under the Securities Act, in disposing of portfolio securities.

Except\nfor restriction (2), if a percentage restriction is adhered to at the time of investment, a later increase in percentage resulting\nfrom a change in market value of the investment or the total assets, or the sale of a security out of the portfolio, will not\nconstitute a violation of that restriction.

With\nrespect to the fundamental policy relating to borrowing money set forth in (2) above, the Investment Company Act permits a Fund\nto borrow money in amounts up to one-third of the Fund’s total assets from banks for any purpose, and to borrow up to 5%\nof the Fund’s total assets from banks or other lenders for temporary purposes. (The Fund’s total assets include the\namounts being borrowed.) To limit the risks attendant to borrowing, the Investment Company Act requires the Fund to maintain at\nall times an “asset coverage” of at least 300% of the amount of its borrowings. Asset coverage means the ratio that\nthe value of the Fund’s total assets (including amounts borrowed), minus liabilities other than borrowings, bears to the\naggregate amount of all borrowings. Borrowing money to increase portfolio holdings is known as “leveraging.” Certain\ntrading practices and investments, such as reverse repurchase agreements, may be considered to be borrowings or involve leverage\nand thus are subject to the Investment Company Act restrictions. In accordance with SEC staff guidance and interpretations, when\nthe Fund engages in such transactions, the Fund instead of maintaining asset coverage of at least 300%, may segregate or earmark\nliquid assets, or enter into an offsetting position, in an amount at least equal to the Fund’s exposure, on a mark-to-market\nbasis, to the transaction (as calculated pursuant to requirements of the SEC). The policy in (2) above will be interpreted to\npermit the Fund to engage in trading practices and investments that may be considered to be borrowing or to involve leverage to\nthe extent permitted by the Investment Company Act and to permit the Fund to segregate or earmark liquid assets or enter into\noffsetting positions in accordance with the Investment Company Act. Short-term credits necessary for the settlement of securities\ntransactions and arrangements with respect to securities lending will not be considered to be borrowings under the policy. Practices\nand investments that may involve leverage but are not considered to be borrowings are not subject to the policy.

Senior\nsecurities may include any obligation or instrument issued by a fund evidencing indebtedness. The 1940 Act generally prohibits\nfunds from issuing senior securities, although it does not treat certain transactions as senior securities, such as certain borrowings,\nshort sales, firm commitment agreements, and standby commitments, with appropriate earmarking or segregation of assets to cover\nsuch obligations. The Fund’s specific policies for segregation of assets are described in “Additional Information\nAbout Investment Policies” above.

For\npurposes of the Fund’s concentration policy, the “AI Bottleneck Industry Group” is comprised of the following\nindustries that the Advisor believes are critical to the development of AI infrastructure: (1) Compute and Advanced Packaging;\n(2) Memory and Storage; (3) Optical and Electrical Interconnect; (4) Power Generation and Grid; (5) Nuclear Fuel Cycle; (6) Semiconductor\nCapital Equipment and Test; (7) Semiconductor and Electrification Materials; (8) Data Center Cooling and Facility Infrastructure;\nand (9) Data Center Siting. If the Fund invests in one or more investment companies, the Fund will examine the holdings of such\ninvestment companies to ensure that the Fund is not indirectly concentrating its investments in a particular industry or group\nof industries. In determining the exposure of the Fund to a particular industry or group of industries for purposes of the fundamental\ninvestment restriction on concentration, the Fund currently uses Standard & Poor’s Global Industry Classification Standard\n(GICS) in order to classify industries. With respect to the fundamental investment restrictions above (other than those involving\nsenior securities and borrowings), if a percentage limitation is adhered to at the time of investment, a later increase or decrease\nin percentage resulting from any change in value or net assets will not result in a violation of such restriction (i.e., percentage\nlimitations are determined at the time of purchase).

In\naddition to the foregoing fundamental investment policies, the Fund is also subject to the following non- fundamental policies\nunless, otherwise indicated.

\n\n

May\nnot to invest in the securities of a company for the purpose of exercising management or control, or purchase or otherwise acquire\nany illiquid security, except as permitted under the 1940 Act.

\n\n

The\n Fund will invest at least 80% of its net assets in equity securities of companies in\n the AI Bottleneck Industry Group (as defined in the Fund’s prospectus).

For\npurposes of the foregoing, “net assets” means net assets, plus the amount of any borrowings for investment purposes.\nDerivatives and other instruments that provide investment exposure to the investments in the Fund’s 80% Policy described\nabove and the derivatives that provide investment exposure to one or more market risk factors associated with such investments\nmay also be counted toward the Fund’s 80% Policy. The Fund’s 80% investment policy applies at the time of investment\nand is subject to periodic evaluation thereafter. To the extent the Fund’s 80% Policy is no longer met at the time of a\nperiodic evaluation and cannot be rectified within a certain time period prescribed by the 1940 Act, and the rules and regulations\npromulgated thereunder, as such statute, rules and regulations are amended from time to time or are interpreted from time to time\nby the SEC staff (collectively, the “1940 Act Laws and Interpretations”) or except to the extent that the Fund may\nbe permitted to do so by exemptive order or similar relief (collectively, with the 1940 Act Laws and Interpretations, the “1940\nAct Laws, Interpretations and Exemptions”). The Fund will provide written notice to its shareholders prior to any change\nto this policy, as required by the 1940 Act Laws, Interpretations and Exemptions.

It\nis the intention of the Fund, unless otherwise indicated, that with respect to the Fund’s policies that are a result of\napplication of law, the Fund will take advantage of the flexibility provided by rules or interpretations of the SEC currently\nin existence or promulgated in the future, or changes to such laws.

INVESTMENT\nPOLICIES AND RISKS

The\ninvestment objectives and principal investment strategies for the Fund are provided in the Prospectus. The Fund may not invest\nin all of the investments listed below. Unless a strategy, instrument, or policy described below is specifically prohibited by\nthe Fund’s investment restrictions or by applicable law, the Fund may, but will not necessarily, engage in each of the investment\npractices described below. Except as stated elsewhere in the Prospectus or this SAI, to the extent the Fund has reserved the freedom\nto invest in a type of investment or to utilize a particular investment practice, the Fund may invest in such investment or engage\nin such investment practice without limit.

A\ndiscussion of the risks associated with an investment in the Fund is contained in the Prospectus under the headings “Principal\nRisks of Investing in the Fund.” The discussion below supplements, and should be read in conjunction with, that section\nof the Prospectus.

Diversification\nStatus. The Fund is classified as “non-diversified.” A non-diversified fund is a fund that is not limited by the\n1940 Act with regard to the percentage of its assets that may be invested in the securities of a single issuer. The securities\nof a particular issuer (or securities of issuers in particular industries) may constitute a significant percentage of the fund’s\ninvestment portfolio. This may adversely affect the fund’s performance or subject the fund’s shares to greater price\nvolatility than experienced by more diversified investment companies.

The\nFund intends to maintain the required level of diversification and otherwise conduct its operations so as to qualify as a regulated\ninvestment company (“RIC”) for purposes of the U.S. Internal Revenue Code of 1986, as amended (the “Internal\nRevenue Code”), and to relieve the Fund of any liability for U.S. federal income tax to the extent that its earnings are\ndistributed to shareholders, provided that each Fund satisfies a minimum distribution requirement.

General\nConsiderations and Risks. Investments in the Fund should be made with an understanding that the value of the portfolio of\nsecurities held by the Fund may fluctuate in accordance with changes in the financial condition of the issuers of the portfolio\nsecurities, the value of common stocks generally, and other factors.

Common\nStock. Holders of common stocks incur more risk than holders of preferred stocks and debt obligations because common stockholders,\nas owners of the issuer, have generally inferior rights to receive payments from the issuer in comparison with the rights of creditors\nof, or holders of debt obligations or preferred stocks issued by the issuer. Further, unlike debt securities which typically have\na stated principal amount payable at maturity (whose value, however, will be subject to market fluctuations prior thereto), or\npreferred stocks which typically have a liquidation preference, and which may have stated optional or mandatory redemption provisions,\ncommon stocks have neither a fixed principal amount nor a maturity. Common stock values are subject to market fluctuations as\nlong as the common stock remains outstanding.

Loans\nof Portfolio Securities. The Fund may lend its investment securities to approved borrowers. Any gain or loss on the market\nprice of the securities loaned that might occur during the term of the loan would be for the account of the Fund. These loans\ncannot exceed 33 1/3% of the Fund’s total assets.

Approved\nborrowers are brokers, dealers, domestic and foreign banks, or other financial institutions that meet credit or other requirements\nas established by the securities lending agent, so long as the terms, the structure, and the aggregate amount of such loans are\nnot inconsistent with the 1940 Act and the rules and regulations thereunder or interpretations of the SEC, which require that\n(a) the borrowers pledge and maintain with the Fund collateral consisting of cash, an irrevocable letter of credit issued by a\nbank, or securities issued or guaranteed by the U.S. Government having a value at all times of not less than 102% of the value\nof the securities loaned (on a “mark-to-market” basis), and maintained in an amount equal to at least 100% of the\nvalue of the portfolio securities being lent; (b) the loan be made subject to termination by the Fund at any time; and (c) the\nFund receives reasonable interest on the loan. From time to time, the Fund may return a part of the interest earned from the investment\nof collateral received from securities loaned to the borrower and/or a third-party securities lending agent that is unaffiliated\nwith the Fund.

Risks\nof Securities Lending. The Fund will not have the right to vote securities while they are on loan, but it will recall securities\non loan if the Advisor determines that the shareholder meeting is called for purposes of voting on material events that could\nhave a material impact on the Fund’s loaned securities and for which the vote could be material to the Fund. The Fund would\nreceive income in lieu of dividends on loaned securities and may, at the same time, generate income on the loan collateral or\non the investment of any cash collateral.

Securities\nlending involves a risk of loss because the borrower may fail to return the securities in a timely manner or at all. If the borrower\ndefaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund could experience delays\nand costs in recovering securities loaned or gaining access to the collateral. If the Fund is not able to recover the securities\nloaned, the Fund may sell the collateral and purchase a replacement security in the market. Lending securities entails a risk\nof loss to the Fund if, and to the extent that, the market value of the loaned securities increases and the collateral is not\nincreased accordingly. Securities lending also involves exposure to “operational risk” (the risk of loss resulting\nfrom errors in the settlement and accounting process) and “gap risk” (the risk that the return on cash collateral\nreinvestments will be less than the fees paid to the borrower).

Any\ncash received as collateral for loaned securities may be invested in short-term liquid fixed income securities or in money market\nor short-term mutual funds, or similar investment vehicles. The Fund bears the risk of such investments. Investing this cash subjects\nthat investment to market appreciation or depreciation. For purposes of determining whether the Fund is complying with its investment\npolicies, strategies, and restrictions, the Fund or the Advisor will consider the loaned securities as assets of the Fund but\nwill not consider any collateral received as a Fund asset. The Fund may have to pay the borrower a fee based on the amount of\ncash collateral. The Fund may pay lending fees to a party arranging the loan.

Senior\nSecurities. In general, the Fund may not issue any class of senior security, except within the limitations of the 1940 Act.\nThese limitations allow the Fund to (i) borrow from banks, provided that immediately following any such borrowing there is an\nasset coverage of at least 300% (the “Asset Coverage Requirement”) for all Fund borrowings, and (ii) engage in trading\npractices which could be deemed to involve the issuance of a senior security, including but not limited to options, futures, forward\ncontracts, and reverse repurchase agreements, provided that the Fund complies with the requirements of the 1940 Act with respect\nto such securities.

Repurchase\nAgreements. The Fund may enter into repurchase agreements pursuant to which securities are acquired by the Fund from a third\nparty with the understanding that they will be repurchased by the seller at a fixed price on an agreed date. These agreements\nmay be made with respect to any of the portfolio securities in which the Fund is authorized to invest. Repurchase agreements may\nbe characterized as loans secured by the underlying securities. The Fund may enter into repurchase agreements with (i) member\nbanks of the Federal Reserve System having total assets in excess of $500 million and (ii) securities dealers (“Qualified\nInstitutions”). The Advisor will monitor the continued creditworthiness of Qualified Institutions.

The\nuse of repurchase agreements involves certain risks. For example, if the seller of securities under a repurchase agreement defaults\non its obligation to repurchase the underlying securities, as a result of its bankruptcy or otherwise, the Fund will seek to dispose\nof such securities, which action could involve costs or delays. If the seller becomes insolvent and subject to liquidation or\nreorganization under applicable bankruptcy or other laws, the Fund’s ability to dispose of the underlying securities may\nbe restricted. Finally, it is possible that the Fund may not be able to substantiate its interest in the underlying securities.\nTo minimize this risk, the securities underlying the repurchase agreement will be held by the custodian at all times in an amount\nat least equal to the repurchase price, including accrued interest. If the seller fails to repurchase the securities, the Fund\nmay suffer a loss to the extent proceeds from the sale of the underlying securities are less than the repurchase price.

The\nresale price reflects the purchase price plus an agreed upon market rate of interest. The collateral is marked-to-market daily.

Reverse\nRepurchase Agreements. The Fund may enter into reverse repurchase agreements, which involve the sale of securities with an\nagreement to repurchase the securities at an agreed-upon price, date, and interest payment and have the characteristics of borrowing.\nThe securities purchased with the funds obtained from the agreement and securities collateralizing the agreement will have maturity\ndates no later than the repayment date. Generally, the effect of such transactions is that the Fund can recover all or most of\nthe cash invested in the portfolio securities involved during the term of the reverse repurchase agreement, while in many cases\nthe Fund is able to keep some of the interest income associated with those securities. Such transactions are only advantageous\nif the Fund has an opportunity to earn a greater rate of return on the cash derived from these transactions than the interest\ncost of obtaining the same amount of cash. Opportunities to realize earnings from the use of the proceeds equal to or greater\nthan the interest required to be paid may not always be available and the Fund intends to use the reverse repurchase technique\nonly when the Advisor believes it will be advantageous to the Fund. The use of reverse repurchase agreements may exaggerate any\ninterim increase or decrease in the value of the Fund’s assets. The custodian bank will maintain a separate account for\nthe Fund with securities having a value equal to or greater than such commitments. Under the 1940 Act, reverse repurchase agreements\nare considered loans.

Money\nMarket Instruments. The Fund may invest a portion of their assets in high-quality money market instruments on an ongoing basis\nto provide liquidity. The instruments in which the Fund may invest include: (i) short-term obligations issued by the U.S. Government;\n(ii) negotiable certificates of deposit (“CDs”), fixed time deposits and bankers’ acceptances of U.S. and foreign\nbanks and similar institutions; (iii) commercial paper rated at the date of purchase “Prime-1” by Moody’s Ratings,\nor “A-1+” or “A-1” by Standard & Poor’s or, if unrated, of comparable quality as determined\nby the Advisor; (iv) repurchase agreements; and (v) money market mutual funds. CDs are short-term negotiable obligations of commercial\nbanks. Time deposits are non-negotiable deposits maintained in banking institutions for specified periods of time at stated interest\nrates. Bankers’ acceptances are time drafts drawn on commercial banks by borrowers, usually in connection with international\ntransactions.

Investment\nCompanies. The Fund may invest in the securities of other investment companies (including money market funds). Under the 1940\nAct, the Fund’s investment in investment companies is limited to, subject to certain exceptions: (i) 3% of the total outstanding\nvoting stock of any one investment company, (ii) 5% of the Fund’s total assets with respect to any one investment company,\nand (iii) 10% of the Fund’s total assets of investment companies in the aggregate.

Illiquid\nSecurities. The Fund may invest in illiquid assets with up to 15% of the Fund’s assets, including Rule 144A securities\ndeemed illiquid by the Advisor. Illiquid securities include securities subject to contractual or other restrictions on resale\nand other instruments that lack readily available markets.

Futures\nand Options. The Fund may utilize exchange-traded futures and options contracts.

Futures\ncontracts generally provide for the future sale by one party and purchase by another party of a specified commodity at a specified\nfuture time and at a specified price. Stock index futures contracts are settled daily with a payment by one party to the other\nof a cash amount based on the difference between the level of the stock index specified in the contract from one day to the next.\nFutures contracts are standardized as to maturity date and underlying instrument and are traded on futures exchanges.

Futures\ntraders are required to make a good faith margin deposit in cash or U.S. government securities with a broker or custodian to initiate\nand maintain open positions in futures contracts. A margin deposit is intended to assure completion of the contract (delivery\nor acceptance of the underlying commodity or payment of the cash settlement amount) if it is not terminated prior to the specified\ndelivery date. Brokers may establish deposit requirements which are higher than the exchange minimums. Futures contracts are customarily\npurchased and sold on margin deposits which may range upward from less than 5% of the value of the contract being traded.

After\na futures contract position is opened, the value of the contract is marked-to-market daily. If the futures contract price changes\nto the extent that the margin on deposit does not satisfy margin requirements, payment of additional “variation” margin\nwill be required. Conversely, a change in the contract value may reduce the required margin, resulting in a repayment of excess\nmargin to the contract holder. Variation margin payments are made to and from the futures broker for as long as the contract remains\nopen. In such case, the Fund would expect to earn interest income on its margin deposits. Closing out an open futures position\nis done by taking an opposite position (“buying” a contract which has previously been “sold,” or “selling”\na contract previously “purchased”) in an identical contract to terminate the position. Brokerage commissions are incurred\nwhen a futures contract position is opened or closed.

An\noption on a futures contract, as contrasted with the direct investment in such a contract, gives the purchaser the right, in return\nfor the premium paid, to assume a position in the underlying futures contract at a specified exercise price at any time prior\nto the expiration date of the option. Upon exercise of an option, the delivery of the futures position by the writer of the option\nto the holder of the option will be accompanied by delivery of the accumulated balance in the writer’s futures margin account\nthat represents the amount by which the market price of the futures contract exceeds (in the case of a call) or is less than (in\nthe case of a put) the exercise price of the option on the futures contract. The potential for loss related to the purchase of\nan option on a futures contract is limited to the premium paid for the option plus transaction costs. Because the value of the\noption is fixed at the point of purchase, there are no daily cash payments by the purchaser to reflect changes in the value of\nthe underlying contract; however, the value of the option changes daily and that change would be reflected in the NAV of the Fund.\nThe potential for loss related to writing call options on equity securities or indices is unlimited. The potential for loss related\nto writing put options is limited only by the aggregate strike price of the put option less the premium received.

The\nFund may purchase and write put and call options on futures contracts that are traded on a U.S. exchange as a hedge against changes\nin value of its portfolio securities, or in anticipation of the purchase of securities, and may enter into closing transactions\nwith respect to such options to terminate existing positions. There is no guarantee that such closing transactions can be affected.

Restrictions\non the Use of Futures Contracts and Options on Futures Contracts. With respect to investments in swap transactions, commodity\nfutures, commodity options, or certain other derivatives used for purposes other than bona fide hedging purposes, an investment\ncompany must meet one of the following tests under the amended regulations in order to claim an exemption from being considered\na “commodity pool” or commodity pool operator (“CPO”). First, the aggregate initial margin and premiums\nrequired to establish an investment company’s positions in such investments may not exceed five percent (5%) of the liquidation\nvalue of the investment company’s portfolio (after accounting for unrealized profits and unrealized losses on any such investments).\nAlternatively, the aggregate net notional value of such instruments, determined at the time of the most recent position established,\nmay not exceed one hundred percent (100%) of the liquidation value of the investment company’s portfolio (after accounting\nfor unrealized profits and unrealized losses on any such positions). In addition to meeting one of the foregoing trading limitations,\nthe investment company may not market itself as a commodity pool or otherwise as a vehicle for trading in the commodity futures,\ncommodity options or swaps and derivatives markets. If the Advisor were required to register as a CPO with respect to the Fund,\nthe disclosure and operations of the Fund would need to comply with all applicable Commodity Futures Trading Commission (“CFTC”)\nregulations. Compliance with these additional registration and regulatory requirements would increase operational expenses. Other\npotentially adverse regulatory initiatives could also develop.

Swap\nAgreements. Swap agreements are contracts between parties in which one party agrees to make periodic payments to the other\nparty (the “Counterparty”) based on the change in market value or level of a specified rate, index or asset. In return,\nthe Counterparty agrees to make periodic payments to the first party based on the return of a different specified rate, index,\nor asset. Swap agreements will usually be done on a net basis, the Fund receiving or paying only the net amount of the two payments.\nThe net amount of the excess, if any, of the Fund’s obligations over its entitlements with respect to each swap is accrued\ndaily and an amount of cash or highly liquid securities having an aggregate value at least equal to the accrued excess is maintained\nin an account at the Trust’s custodian bank.

The\nuse of interest rate and index swaps is a highly specialized activity that involves investment techniques and risks different\nfrom those associated with ordinary portfolio security transactions. These transactions generally do not involve the delivery\nof securities or other underlying assets or principal.

The\nuse of swap agreements involves certain risks. For example, if the Counterparty under a swap agreement defaults on its obligation\nto make payments due from it, because of its bankruptcy or otherwise, the Fund may lose such payments altogether, or collect only\na portion thereof, which collection could involve costs or delays.

Risks\nof Derivatives. Derivatives are financial contracts whose value depends on, or is derived from, the value of an underlying\nasset, reference rate, or index, and may relate to stocks, bonds, interest rates, currencies or currency exchange rates, commodities,\nand related indexes. The various derivative instruments that the Fund may use are described in more detail under “Futures\nand Options” and “Swap Agreements” in this SAI. The Fund may, but are not required to, use derivative instruments\nfor risk management purposes or as part of their investment strategies.

The\nFund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with\ninvesting directly in securities and other traditional investments. Derivatives are subject to a number of risks including liquidity\nrisk, market risk, credit risk, default risk, counterparty risk, and management risk. They also involve the risk of mispricing\nor improper valuation and the risk that changes in the value of the derivative may not correlate exactly with the change in the\nvalue of the underlying asset, rate or index. Also, suitable derivative transactions may not be available in all circumstances\nand there can be no assurance that the Fund will engage in these transactions to reduce exposure to other risks when that would\nbe beneficial.

Participation\nin the options or futures markets, as well as the use of various swap instruments and forward contracts, involves investment risks\nand transaction costs to which the Fund would not be subject absent the use of these strategies. Risks inherent in the use of\noptions, futures contracts, options on futures contracts, forwards and swaps include: (i) imperfect correlation between the price\nof options and futures contracts and options thereon and movements in the prices of the securities being hedged; (ii) the fact\nthat skills needed to use these strategies are different from those needed to select non-derivative portfolio securities; (iii)\nthe potential absence of a liquid secondary market for any particular instrument at any time; (iv) the possible need to defer\nclosing out certain positions to avoid adverse tax consequences; (v) for swaps, additional credit risk and the risk of counterparty\ndefault and the risk of failing to correctly evaluate the creditworthiness of the company on which the swap is based; and (vi)\nthe possible inability of the Fund to purchase or sell a portfolio security at a time that otherwise would be favorable for it\nto do so, or the possible need for the Fund to sell the security at a disadvantageous time, due to the requirement that the Fund\nmaintains “cover” or collateral securities in connection with the use of certain derivatives.

The\nFund could lose the entire amount it invests in futures. The loss from investing in other derivatives is potentially unlimited.\nThere also is no assurance that a liquid secondary market will exist for futures contracts and options in which the Fund may invest.\nThe Fund limits its investments in futures contracts so that the notional value (meaning the stated contract value) of the futures\ncontracts does not exceed the net assets of the Fund.

Furthermore,\nregulatory requirements for the Fund to set aside assets to meet their obligations with respect to derivatives may result in the\nFund being unable to purchase or sell securities when it would otherwise be favorable to do so, or in the Fund needing to sell\nsecurities at a disadvantageous time. The Fund may also be unable to close out its derivatives positions when desired. Investments\nin derivatives can cause the Fund to be more volatile and can result in significant losses.

Because\nthe markets for certain derivative instruments (including markets located in foreign countries) are relatively new and still developing,\nsuitable derivatives transactions may not be available in all circumstances. Upon the expiration of a particular contract, the\nAdvisor may wish to retain the Fund’s position in the derivative instrument by entering into a similar contract but may\nbe unable to do so if the counterparty to the original contract is unwilling to enter into the new contract and no other suitable\ncounterparty can be found. There is no assurance that the Fund will engage in derivatives transactions at any time or from time\nto time. The Fund’s ability to use derivatives may also be limited by certain regulatory and tax considerations.

The\nDodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and related regulatory developments\nrequire the clearing and exchange-trading of certain standardized over-the-counter (“OTC”) derivative instruments\nthat the CFTC and SEC defined as “swaps” and “security-based swaps,” respectively. Mandatory exchange-trading\nand clearing occurs on a phased-in basis based on the type of market participant and CFTC approval of contracts for central clearing\nand exchange trading. In a cleared swap, the Fund’s ultimate counterparty is a central clearinghouse rather than a swap\ndealer, bank, or other financial institution. The Fund enters into cleared swaps through an executing broker. Such transactions\nare then submitted for clearing and, if cleared, will be held at regulated futures commission merchants (“FCMs”) that\nare members of the clearinghouse that serves as the central counterparty. When the Fund enters into a cleared swap, it must deliver\nto the central counterparty (via an FCM) an amount referred to as “initial margin.” Initial margin requirements are\ndetermined by the central counterparty, but an FCM may require an additional initial margin above the amount required by the central\ncounterparty. During the term of the swap agreement, a “variation margin” amount may also be required to be paid by\nthe Fund or may be received by the Fund in accordance with margin controls set for such accounts, depending upon changes in the\nprice of the underlying reference asset subject to the swap agreement. At the conclusion of the term of the swap agreement, if\nthe Fund has a loss equal to or greater than the margin amount, the margin amount is paid to the FCM along with any loss in excess\nof the margin amount. If the Fund has a loss of less than the margin amount, the excess margin is returned to the Fund. If the\nFund has a gain, the full margin amount and the amount of the gain is paid to the Fund.

Central\nclearing is designed to reduce counterparty credit risk compared to uncleared swaps because central clearing interposes the central\nclearinghouse as the counterparty to each participant’s swap, but it does not eliminate those risks completely. There is\nalso a risk of loss by the Fund of the initial and variation margin deposits in the event of bankruptcy of the FCM with which\nthe Fund has an open position in a swap contract. The assets of the Fund may not be fully protected in the event of the bankruptcy\nof the FCM or central counterparty because the Fund might be limited to recovering only a pro rata share of all available funds\nand margin segregated on behalf of an FCM’s customers or central counterparty’s clearing members. If the FCM does\nnot provide accurate reporting, the Fund is also subject to the risk that the FCM could use the Fund’s assets, which are\nheld in an omnibus account with assets belonging to the FCM’s other customers, to satisfy its own financial obligations\nor the payment obligations of another customer to the central counterparty. Certain swaps have begun trading on exchanges called\nswap execution facilities. Exchange-trading is expected to increase liquidity of swaps trading.

In\naddition, with respect to cleared swaps, the Fund may not be able to obtain as favorable terms as it would be able to negotiate\nfor an uncleared swap. In addition, an FCM may unilaterally impose position limits or additional margin requirements for certain\ntypes of swaps in which the Fund may invest. Central counterparties and FCMs generally can require termination of existing cleared\nswap transactions at any time and can also require increases in margin above the margin that is required at the initiation of\nthe swap agreement. Margin requirements for cleared swaps vary on a number of factors, and the margin required under the rules\nof the clearinghouse and FCM may be in excess of the collateral required to be posted by the Fund to support their obligations\nunder a similar uncleared swap. However, regulators are expected to adopt rules imposing certain margin requirements, including\nminimums, on uncleared swaps in the near future, which could change this comparison.

The\nFund is also subject to the risk that, after entering into a cleared swap with an executing broker, no FCM or central counterparty\nis willing or able to clear the transaction. In such an event, the central counterparty would void the trade. Before the Fund\ncan enter into a new trade, market conditions may become less favorable to the Fund.

Government\nRegulation of Derivatives. It is possible that government regulation of various types of derivative instruments, including\nfutures and swap agreements, may limit or prevent the Fund from using such instruments as a part of its investment strategy, and\ncould ultimately prevent the Fund from being able to achieve its investment objective. It is impossible to predict fully the effects\nof legislation and regulation in this area, but the effects could be substantial and adverse.

The\nfutures markets are subject to comprehensive statutes, regulations, and margin requirements. The SEC, the CFTC, and the exchanges\nare authorized to take extraordinary actions in the event of a market emergency, including, for example, the implementation or\nreduction of speculative position limits, the implementation of higher margin requirements, the establishment of daily price limits\nand the suspension of trading.

The\nregulation of swaps and futures transactions in the U.S., the European Union and other jurisdictions is a rapidly changing area\nof law and is subject to modification by government and judicial action. There is a possibility of future regulatory changes altering,\nperhaps to a material extent, the nature of an investment in the Fund or the ability of the Fund to continue to implement their\ninvestment strategies.

Under\nrecently adopted rules and regulations, transactions in some types of swaps (including interest rate swaps and credit default\nswaps on North American and European indices) are required to be centrally cleared, and additional types of swaps may be required\nto be centrally cleared in the future. In a transaction involving those swaps (“cleared derivatives”), the Fund’s\ncounterparty is a clearing house, rather than a bank or broker. Since the Fund is not a member of any clearing houses and only\nclearing members can participate directly in the clearing house, the Fund will hold cleared derivatives through accounts at clearing\nmembers. In cleared derivatives transactions, the Fund will make payments (including margin payments) to and receive payments\nfrom a clearing house through its accounts at clearing members. Clearing members guarantee performance of their clients’\nobligations to the clearing house.

Risks\nof Futures and Options Transactions. Positions in futures contracts and options may be closed out only on an exchange which\nprovides a secondary market. However, there can be no assurance that a liquid secondary market will exist for any particular futures\ncontract or option at any specific time. Thus, it may not be possible to close a futures or options position. In the event of\nadverse price movements, the Fund would continue to be required to make daily cash payments to maintain its required margin. In\nsuch situations, if the Fund has insufficient cash, it may have to sell portfolio securities to meet daily margin requirements\nat a time when it may be disadvantageous to do so. In addition, the Fund may be required to make delivery of the instruments underlying\nfutures contracts they have sold.

The\nFund will minimize the risk that it will be unable to close out a futures or options contract by only entering into futures and\noptions for which there appears to be a liquid secondary market.

The\nrisk of loss in trading futures contracts or uncovered call options in some strategies (e.g., selling uncovered index futures\ncontracts) is potentially unlimited. The Fund does not plan to use futures and options contracts, when available, in this manner.\nThe risk of a futures position may still be large, as traditionally measured, due to the low margin deposits required. In many\ncases, a relatively small price movement in a futures contract may result in immediate and substantial loss or gain to the investor\nrelative to the size of a required margin deposit. The Fund, however, intends to utilize futures and options contracts in a manner\ndesigned to limit its risk exposure to that which is comparable to what it would have incurred through direct investment in securities.\nUtilization of futures transactions by the Fund involves the risk of imperfect or even negative correlation to its Underlying\nIndex if the index underlying the futures contracts differs from the Underlying Index. There is also the risk of loss by the Fund\nof margin deposits in the event of bankruptcy of a broker with whom the Fund has an open position in the futures contract or option.

Certain\nfinancial futures exchanges limit the amount of fluctuation permitted in futures contract prices during a single trading day.\nThe daily limit establishes the maximum amount that the price of a futures contract may vary either up or down from the previous\nday’s settlement price at the end of a trading session. Once the daily limit has been reached in a particular type of contract,\nno trades may be made on that day at a price beyond that limit. The daily limit governs only price movement during a particular\ntrading day and therefore does not limit potential losses, because the limit may prevent the liquidation of unfavorable positions.\nFutures contract prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading,\nthereby preventing prompt liquidation of futures positions and subjecting some futures traders to substantial losses.

Risks\nof Swap Agreements. Bilateral swap agreements are subject to the risk that the swap counterparty will default on its obligations.\nIf such a default occurs, the Fund will have contractual remedies pursuant to the agreements related to the transaction, but such\nremedies may be subject to bankruptcy and insolvency laws which could affect the Fund’s rights as a creditor. Some interest\nrate and credit default swaps are currently subject to central clearing and exchange trading. Although exchange-trading and clearing\ndecreases the counterparty risk involved in bilaterally negotiated contracts and increased market liquidity, exchange-trading\nand clearing will not make the contracts risk-free.

The\nuse of interest-rate and index swaps is a highly specialized activity that involves investment techniques and risks different\nfrom those associated with ordinary portfolio security transactions. The use of a swap requires an understanding not only of the\nreferenced asset, reference rate, or index but also of the swap itself, without the benefit of observing the performance of the\nswap under all possible market conditions. These transactions generally do not involve the delivery of securities or other underlying\nassets or principal.

It\nis possible that developments in the swaps market, including government regulation, could adversely affect the Fund’s ability\nto terminate existing swap agreements or to realize amounts to be received under such agreements.

Where\nswap agreements are two party contracts that may be subject to contractual restrictions on transferability and termination and\nbecause they may have terms of greater than seven days, they may be considered to be illiquid and subject to the Fund’s\nlimitation on investments in illiquid securities. To the extent that a swap is not liquid, it may not be possible to initiate\na transaction or liquidate a position at an advantageous time or price, which may result in significant losses. Like most other\ninvestments, swap agreements are subject to the risk that the market value of the instrument will change in a way detrimental\nto the Fund’s interest.

If\nthe Fund uses a swap as a hedge against, or as a substitute for, a portfolio investment, the Fund will be exposed to the risk\nthat the swap will have or will develop imperfect or no correlation with the portfolio investment. This could cause substantial\nlosses for the Fund. While hedging strategies involving swap instruments can reduce the risk of loss, they can also reduce the\nopportunity for gain or even result in losses by offsetting favorable price movements in other fund investments. Many swaps are\ncomplex and often valued subjectively.

Cybersecurity\nRisk. In connection with the increased use of technologies such as the Internet and the dependence on computer systems to\nperform necessary business functions, the Fund and its service providers are susceptible to operational, information security,\nand related risks due to the possibility of cyber-attacks or other incidents. Cyber incidents may result from deliberate attacks\nor unintentional events. Cyber-attacks include, but are not limited to, infection by computer viruses or other malicious software\ncode, gaining unauthorized access to systems, networks, or devices that are used to service the Fund’s operations through\nhacking or other means for the purpose of misappropriating assets or sensitive information, corrupting data, or causing operational\ndisruption. Cyber-attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing\ndenial-of-service attacks (which can make a website unavailable) on the Fund’s website or telephone system. In addition,\nauthorized persons could inadvertently or intentionally release confidential or proprietary information stored on the Fund’s\nsystems.

Cyber-attacks\nhave the potential to interfere with the processing of authorized participant transactions and shareholder transactions on the\nExchange. Furthermore, cybersecurity failures or breaches by the Fund’s third-party service providers (including, but not\nlimited to, the adviser, distributor, custodian, transfer agent, and financial intermediaries), may cause disruptions and impact\nthe service providers’ and the Fund’s business operations, potentially resulting in financial losses, the inability\nof fund shareholders to transact business and the Fund to process transactions, inability to calculate the Fund’s NAV, violations\nof applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs,\nand/or additional compliance costs. The Fund and its shareholders could be negatively impacted as a result of successful cyber-attacks\nagainst, or security breakdowns of, the Fund or its third-party service providers.

The\nFund may incur substantial costs to prevent or address cyber incidents in the future. In addition, there is a possibility that\ncertain risks have not been adequately identified or prepared for. Furthermore, the Fund cannot directly control any cybersecurity\nplans and systems put in place by third party service providers. Cybersecurity risks are also present for issuers of securities\nin which the Fund invests, which could result in material adverse consequences for such issuers and may cause the Fund’s\ninvestment in such securities to lose value.

Debt\nObligations. The Fund may invest in debt obligations traded in U.S. or foreign markets. Such debt obligations include, among\nothers, bonds, notes, debentures, and variable rate demand notes. In choosing corporate debt securities on behalf of the Fund,\nthe Advisor may consider (i) general economic and financial conditions; and (ii) the specific issuer’s (a) business and\nmanagement, (b) cash flow, (c) earnings coverage of interest and dividends, (d) ability to operate under adverse economic conditions,\n(e) fair market value of assets, and (f) other considerations deemed appropriate.

The\nFund may invest in debt securities that are rated below investment grade (i.e., “junk bonds”) by nationally recognized\nstatistical rating organizations (“NRSROs”) or are unrated securities that the Advisor believes are of comparable\nquality. Junk bonds are considered speculative with respect to their capacity to pay interest and repay principal in accordance\nwith the terms of the obligation. While generally providing greater income and opportunity for gain, non-investment grade debt\nsecurities are subject to greater risks than higher-rated securities.

Companies\nthat issue junk bonds are often highly leveraged and may not have more traditional methods of financing available to them. During\nan economic downturn or recession, highly leveraged issuers of high-yield securities may experience financial stress and may not\nhave sufficient revenues to meet their interest payment obligations. Economic downturns tend to disrupt the market for junk bonds,\nlowering their values and increasing their price volatility. The risk of issuer default is higher with respect to junk bonds because\nsuch issues may be subordinated to other creditors of the issuer.

The\ncredit rating from an NRSRO of a junk bond does not necessarily address its market value risk, and ratings may from time to time\nchange to reflect developments regarding the issuer’s financial condition. The lower the rating of a junk bond, the more\nspeculative its characteristics.

The\nFund may have difficulty selling certain junk bonds because they may have a thin trading market. The lack of a liquid secondary\nmarket may have an adverse effect on the market price and the Fund’s ability to dispose of particular issues and may also\nmake it more difficult for the Fund to obtain accurate market quotations in valuing these assets. In the event the Fund experiences\nan unexpected level of net redemptions, the Fund could be forced to sell their junk bonds at an unfavorable price. Prices of junk\nbonds have been found to be less sensitive to fluctuations in interest rates and more sensitive to adverse economic changes and\nindividual corporate developments than those of higher-rated debt securities.

U.S.\nGovernment Obligations. The Fund may invest in U.S. government obligations. Obligations issued or guaranteed by the U.S. Government,\nits agencies, and instrumentalities include bills, notes, and bonds issued by the U.S. Treasury, as well as “stripped”\nor “zero coupon” U.S. Treasury obligations representing future interest or principal payments on U.S. Treasury notes\nor bonds. Stripped securities are sold at a discount to their “face value,” and may exhibit greater price volatility\nthan interest-bearing securities because investors receive no payment until maturity. Obligations of certain agencies and instrumentalities\nof the U.S. Government, such as the Government National Mortgage Association (“GNMA”), are supported by the full faith\nand credit of the U.S. Treasury; others, such as those of the Federal National Mortgage Association (“FNMA”), are\nsupported by the right of the issuer to borrow from the U.S. Treasury; others, such as those of the former Student Loan Marketing\nAssociation (“SLMA”), are supported by the discretionary authority of the U.S. Government to purchase the agency’s\nobligations; still others, although issued by an instrumentality chartered by the U.S. Government, like the Federal Farm Credit\nBureau (“FFCB”), are supported only by the credit of the instrumentality. The U.S. Government may choose not to provide\nfinancial support to U.S. Government- sponsored agencies or instrumentalities if it is not legally obligated to do so, in which\ncase, if the issuer were to default, the Fund holding securities of such issuer might not be able to recover their investment\nfrom the U.S. Government.

Convertible\nSecurities. The Fund may invest in convertible securities. Convertible securities include bonds, debentures, notes, preferred\nstocks, and other securities that may be converted into a prescribed amount of common stock or other equity securities at a specified\nprice and time. The holder of convertible securities is entitled to receive interest paid or accrued on debt, or dividends paid\nor accrued on preferred stock, until the security matures or is converted. The value of a convertible security depends on interest\nrates, the yield of similar nonconvertible securities, the financial strength of the issuer and the seniority of the security\nin the issuer’s capital structure. Convertible securities may be illiquid and may be required to convert at a time and at\na price that is unfavorable to the Fund. To the extent that the Fund invests in convertible securities with credit ratings below\ninvestment grade, such securities may have a higher likelihood of default, although this may be somewhat offset by the convertibility\nfeature.

Mortgage-Backed\nand Asset-Backed Securities. The Fund may invest in mortgage-backed and asset-backed securities. Mortgage-backed securities\n(“MBS”) are mortgage-related securities issued or guaranteed by the U.S. Government, its agencies, and instrumentalities,\nor issued by nongovernment entities. Mortgage-related securities represent pools of mortgage loans assembled for sale to investors\nby various government agencies such as GNMA and government-related organizations such as FNMA and the Federal Home Loan Mortgage\nCorporation (“FHLMC”), as well as by nongovernment issuers such as commercial banks, savings and loan institutions,\nmortgage bankers, and private mortgage insurance companies. Although certain mortgage-related securities are guaranteed by a third\nparty or otherwise similarly secured, the market value of the security, which may fluctuate, is not so secured.

There\nare a number of important differences among the agencies and instrumentalities of the U.S. Government that issue mortgage-related\nsecurities and among the securities they issue. Mortgage-related securities issued by GNMA include GNMA Mortgage Pass-Through\nCertificates (also known as “Ginnie Maes”), which are guaranteed as to the timely payment of principal and interest.\nThat guarantee is backed by the full faith and credit of the U.S. Treasury. GNMA is a corporation wholly owned by the U.S. Government\nwithin the Department of Housing and Urban Development. Mortgage-related securities issued by FNMA include FNMA Guaranteed Mortgage\nPass-Through Certificates (also known as “Fannie Maes”) and are guaranteed as to payment of principal and interest\nby FNMA itself and backed by a line of credit with the U.S. Treasury. FNMA is a government-sponsored entity wholly owned by public\nstockholders. Mortgage-related securities issued by FHLMC include FHLMC Mortgage Participation Certificates (also known as “Freddie\nMacs”) guaranteed as to payment of principal and interest by FHLMC itself and backed by a line of credit with the U.S. Treasury.\nFHLMC is a government-sponsored entity wholly owned by public stockholders.

The\nactions of the U.S. Treasury are intended to ensure that FNMA and FHLMC maintain a positive net worth and meet their financial\nobligations preventing mandatory triggering of receivership. No assurance can be given that the U.S. Treasury initiatives will\nbe successful.

In\nthe basic mortgage pass-through structure, mortgages with similar issuer, term, and coupon characteristics are collected and aggregated\ninto a “pool” consisting of multiple mortgage loans. The pool is assigned a CUSIP number and undivided interests in\nthe pool are traded and sold as pass-through securities. The holder of the security is entitled to a pro rata share of principal\nand interest payments (including unscheduled prepayments) from the pool of mortgage loans.

An\ninvestment in a specific pool of pass-through securities requires an analysis of the specific prepayment risk of mortgages within\nthe covered pool (since mortgagors typically have the option to prepay their loans). The level of prepayments on a pool of mortgage\nsecurities is difficult to predict and can impact the subsequent cash flows and value of the mortgage pool. In addition, when\ntrading specific mortgage pools, precise execution, delivery and settlement arrangements must be negotiated for each transaction.

For\nthe foregoing and other reasons, the Fund may seek to obtain exposure to U.S. agency mortgage pass- through securities primarily\nthrough the use of “to-be-announced” or “TBA transactions.” “TBA” refers to a commonly used\nmechanism for the forward settlement of U.S. agency mortgage pass-through securities, and not to a separate type of mortgage-backed\nsecurity. Most transactions in mortgage pass-through securities occur through the use of TBA transactions. TBA transactions generally\nare conducted in accordance with widely accepted guidelines which establish commonly observed terms and conditions for execution,\nsettlement and delivery. In a TBA transaction, the buyer and seller decide on general trade parameters, such as agency, settlement\ndate, par amount, and price. The actual pools delivered generally are determined two days prior to settlement date.

Default\nby or bankruptcy of a counterparty to a TBA transaction would expose the Fund to possible loss because of adverse market action,\nexpenses or delays in connection with the purchase or sale of the pools of mortgage pass-through securities specified in the TBA\ntransaction. To minimize this risk, the Fund will enter into TBA transactions only with established counterparties (such as major\nbroker-dealers) and the Advisor will monitor the creditworthiness of such counterparties. In addition, the Fund may accept assignments\nof TBA transactions from Authorized Participants (as defined below) from time to time. The Fund’s use of “TBA rolls”\nmay cause the Fund to experience higher portfolio turnover, higher transaction costs, and to pay higher capital gain distributions\nto shareholders (which may be taxable) than other funds.

The\nFund intends to invest cash pending settlement of any TBA transactions in money market instruments, repurchase agreements, commercial\npaper (including asset-backed commercial paper), or other high-quality, liquid short-term instruments, which may include money\nmarket funds affiliated with the Advisor.

Other\nasset-backed securities are structured like MBS, but instead of mortgage loans or interests in mortgage loans, the underlying\nassets may include items such as motor vehicle installment sales or installment loan contracts, leases of various types of real\nand personal property, and receivables from credit card agreements and from sales of personal property. Asset-backed securities\ntypically have no U.S. Government backing. Additionally, the ability of an issuer of asset-backed securities to enforce its security\ninterest in the underlying assets may be limited.

If\nthe Fund purchases a mortgage-backed or other asset-backed security at a premium, that portion may be lost if there is a decline\nin the market value of the security whether resulting from changes in interest rates or prepayments in the underlying collateral.\nAs with other interest-bearing securities, the prices of such securities are inversely affected by changes in interest rates.\nAlthough the value of a mortgage-backed or other asset- backed security may decline when interest rates rise, the converse is\nnot necessarily true, since in periods of declining interest rates the mortgages and loans underlying the securities are prone\nto prepayment, thereby shortening the average life of the security and shortening the period of time over which income at the\nhigher rate is received. When interest rates are rising, the rate of prepayment tends to decrease, thereby lengthening the period\nof time over which income at the lower rate is received. For these and other reasons, a mortgage- backed or other asset-backed\nsecurity’s average maturity may be shortened or lengthened as a result of interest rate fluctuations and, therefore, it\nis not possible to predict accurately the security’s return.

Risks\nof Mortgage-Related Securities. Investment in MBS poses several risks, including prepayment, market, and credit risk. Prepayment\nrisk reflects the risk that borrowers may prepay their mortgages faster than expected, thereby affecting the investment’s\naverage life and perhaps its yield. Whether or not a mortgage loan is prepaid is almost entirely controlled by the borrower. Borrowers\nare most likely to exercise prepayment options at the time when it is least advantageous to investors, generally prepaying mortgages\nas interest rates fall, and slowing payments as interest rates rise. Beside the effect of prevailing interest rates, the rate\nof prepayment and refinancing of mortgages may also be affected by home value appreciation, ease of the refinancing process, and\nlocal economic conditions.

Market\nrisk reflects the risk that the price of the security may fluctuate over time. The price of MBS may be particularly sensitive\nto prevailing interest rates, the length of time the security is expected to be outstanding and the liquidity of the issuer. In\na period of unstable interest rates, or under a variety of other circumstances, there may be decreased demand for certain types\nof MBS, and the Fund invested in such securities wishing to sell them may find it difficult to find a buyer, which may in turn\ndecrease the price at which they may be sold.

Credit\nrisk reflects the risk that the Fund may not receive all or part of its principal because the issuer or credit enhancer has defaulted\non its obligations. Obligations issued by U.S. Government-related entities are guaranteed as to the payment of principal and interest\nbut are not backed by the full faith and credit of the U.S. Government except to the extent previously described. The performance\nof private label MBS, issued by private institutions, is based on the financial health of those institutions. With respect to\nGNMA certificates, although GNMA guarantees timely payment even if homeowners delay or default, tracking the “pass-through”\npayments may, at times, be difficult.

Municipal\nSecurities. The Fund may invest in securities issued by states, municipalities, and other political subdivisions, agencies,\nauthorities and instrumentalities of states and multi-state agencies or authorities. Municipal securities share the attributes\nof debt/fixed income securities in general, but are generally issued by states, municipalities, and other political subdivisions,\nagencies, authorities, and instrumentalities of states and multi-state agencies or authorities. The municipal securities which\nthe Fund may purchase include general obligation bonds and limited obligation bonds (or revenue bonds), including industrial development\nbonds issued pursuant to former federal tax law. General obligation bonds are obligations involving the credit of an issuer possessing\ntaxing power and are payable from such issuer’s general revenues and not from any particular source. Limited obligation\nbonds are payable only from the revenues derived from a particular facility or class of facilities or, in some cases, from the\nproceeds of a special excise or other specific revenue source. Tax- exempt industrial development bonds generally are also revenue\nbonds and thus are not payable from the issuer’s general revenues. The credit and quality of industrial development bonds\nare usually related to the credit of the corporate user of the facilities. Payment of interest on and repayment of principal of\nsuch bonds is the responsibility of the corporate user (and/or any guarantor). In addition, the Fund may invest in lease obligations.\nLease obligations may take the form of a lease, or an installment purchase contract issued by public authorities to acquire a\nwide variety of equipment and facilities.

Preferred\nStock. The Fund may invest in preferred stock. Preferred stock, unlike common stock, often offers a stated dividend rate payable\nfrom a corporation’s earnings. If interest rates rise, the fixed dividend on preferred stocks may be less attractive, causing\nthe price of preferred stocks to decline. Preferred stock may have mandatory sinking fund provisions, as well as call/redemption\nprovisions prior to maturity, a negative feature when interest rates decline. Dividends on some preferred stock may be “cumulative,”\nrequiring all or a portion of prior unpaid dividends to be paid before dividends are paid on the issuer’s common stock.\nPreferred stock also generally has a preference over common stock on the distribution of a corporation’s assets in the event\nof liquidation of the corporation, and may be “participating,” which means that it may be entitled to a dividend exceeding\nthe stated dividend in certain cases. In some cases, an issuer may offer auction rate preferred stock, which means that the dividend\nto be paid is set by auction and will often be reset at stated intervals. The rights of preferred stocks on the distribution of\na corporation’s assets in the event of a liquidation are generally subordinate to the rights associated with a corporation’s\ndebt securities.

Bank\nInstruments. The Fund may invest in certificates of deposit (“CDs”), time deposits and bankers’ acceptances\nfrom U.S. banks. A bankers’ acceptance is a bill of exchange or time draft drawn on and accepted by a commercial bank. A\nCD is a negotiable interest-bearing instrument with a specific maturity. CDs are issued by banks and savings and loan institutions\nin exchange for the deposit of funds and normally can be traded in the secondary market prior to maturity. A time deposit is a\nnonnegotiable receipt issued by a bank in exchange for the deposit of funds. Like a CD, it earns a specified rate of interest\nover a definite period of time; however, it cannot be traded in the secondary market.

Participation\nInterests. The Fund may purchase participations in corporate loans. Participation interests generally will be acquired from\na commercial bank or other financial institution (a “Lender”) or from other holders of a participation interest (a\n“Participant”). The purchase of a participation interest either from a Lender or a Participant will not result in\nany direct contractual relationship with the borrowing company (the “Borrower”). The Fund generally will have no right\ndirectly to enforce compliance by the Borrower with the terms of the credit agreement. Instead, the Fund will be required to rely\non the Lender or the Participant that sold the participation interest, both for the enforcement of the Fund’s rights against\nthe Borrower and for the receipt and processing of payments due to the Fund under the loans. Under the terms of a participation\ninterest, the Fund may be regarded as a member of the Participant, and thus the Fund is subject to the credit risk of both the\nBorrower and a Participant. Participation interests are generally subject to restrictions on resale. Generally, the Fund considers\nparticipation interests to be illiquid and therefore subject to the Fund’s percentage limitations for investments in illiquid\nsecurities.

Commercial\nInstruments. The Fund may invest in commercial interests, including commercial paper and other short-term corporate instruments.\nCommercial paper consists of short-term promissory notes issued by corporations. Commercial paper may be traded in the secondary\nmarket after its issuance.

Variable,\nFloating, or Fixed-to-Floating Rate Instruments. The Fund may invest in securities that have variable or floating interest\nrates which are readjusted on set dates (such as the last day of the month or calendar quarter) in the case of variable rates\nor whenever a specified interest rate change occurs in the case of a floating rate instrument. The Fund may also invest in securities\nthat have a fixed-to-floating rate instruments where there is a fixed dividend rate for an initial term that converts to a floating\ndividend rate upon the expiration of the initial term. Variable, floating or fixed-to-floating interest rates generally reduce\nchanges in the market price of securities from their original purchase price because, upon readjustment, such rates approximate\nmarket rates. Accordingly, as interest rates decrease or increase, the potential for capital appreciation or depreciation is less\nfor variable, floating, or fixed-to-floating rate securities than for fixed rate obligations. Many securities with variable or\nfloating interest rates purchased by the Fund is subject to payment of principal and accrued interest (usually within seven days)\non the Fund’s demand. The terms of such demand instruments require payment of principal and accrued interest by the issuer,\na guarantor, and/or a liquidity provider. The Advisor will monitor the pricing, quality and liquidity of the variable or floating\nrate securities held by the Fund.

Zero-Coupon\nand Pay-in-Kind Securities. The Fund may invest in zero-coupon or pay-in-kind securities. These securities are debt securities\nthat do not make regular cash interest payments. Zero-coupon securities are sold at a deep discount to their face value. Pay-in-kind\nsecurities pay interest through the issuance of additional securities. Because zero-coupon and pay-in-kind securities do not pay\ncurrent cash income, the price of these securities can be volatile when interest rates fluctuate. While these securities do not\npay current cash income, federal tax law requires the holders of zero-coupon and pay-in-kind securities to include in income each\nyear the portion of the original issue discount (or deemed discount) and other non-cash income on such securities accrued during\nthat year. In order to qualify as a “regulated investment company” under the Internal Revenue Code of 1986, as amended\n(the “Code”), and to avoid certain excise taxes, the Fund may be required to distribute a portion of such discount\nand income and may be required to dispose of other portfolio securities, which could occur during periods of adverse market prices,\nin order to generate sufficient cash to meet these distribution requirements.

Delayed\nDelivery Transactions. The Fund may use delayed delivery transactions as an investment technique. Delayed delivery transactions,\nalso referred to as forward commitments, involve commitments by the Fund to dealers or issuers to acquire or sell securities at\na specified future date beyond the customary settlement for such securities. These commitments may fix the payment price and interest\nrate to be received or paid on the investment. The Fund may purchase securities on a delayed delivery basis to the extent that\nit can anticipate having available cash on the settlement date. Delayed delivery agreements will not be used as a speculative\nor leverage technique.

Investment\nin securities on a delayed delivery basis may increase the Fund’s exposure to market fluctuations and may increase the possibility\nthat the Fund will incur short-term gains subject to federal taxation or short- term losses if the Fund must engage in portfolio\ntransactions in order to honor a delayed delivery commitment. Until the settlement date, the Fund will segregate liquid assets\nof a dollar value sufficient at all times to make payment for the delayed delivery transactions. Such segregated liquid assets\nwill be marked-to-market daily, and the amount segregated will be increased if necessary to maintain adequate coverage of the\ndelayed delivery commitments.

The\ndelayed delivery securities, which will not begin to accrue interest or dividends until the settlement date, will be recorded\nas an asset of the Fund and will be subject to the risk of market fluctuation. The purchase price of the delayed delivery securities\nis a liability of the Fund until settlement. The Fund may enter into buy/sell back transactions (a form of delayed delivery agreement).\nIn a buy/sell back transaction, the Fund enters a trade to sell securities at one price and simultaneously enters a trade to buy\nthe same securities at another price for settlement at a future date.

When-Issued\nSecurities. The Fund may purchase when-issued securities. Purchasing securities on a “when issued” basis means\nthat the date for delivery of and payment for the securities is not fixed at the date of purchase but is set after the securities\nare issued. The payment obligation and, if applicable, the interest rate that will be received on the securities are fixed at\nthe time the buyer enters into the commitment. The Fund will only make commitments to purchase such securities with the intention\nof actually acquiring such securities, but the Fund may sell these securities before the settlement date if it is deemed advisable.

Securities\npurchased on a when-issued basis and the securities held in the Fund’s portfolio are subject to changes in market value\nbased upon the public’s perception of the creditworthiness of the issuer and, if applicable, the changes in the level of\ninterest rates. Therefore, if the Fund is to remain substantially fully invested at the same time that it has purchased securities\non a when-issued basis, there will be a possibility that the market value of the Fund’s assets will fluctuate to a greater\ndegree. Furthermore, when the time comes for the Fund to meet its obligations under when-issued commitments, the Fund will do\nso by using then available cash flow or by sale of securities, or although it would not normally expect to do so, by directing\nthe sale of when-issued securities themselves (which may have a market value greater or less than the Fund’s payment obligation).

Investment\nin securities on a when-issued basis may increase the Fund’s exposure to market fluctuation and may increase the possibility\nthat the Fund will incur short-term gains subject to federal taxation or short-term losses if the Fund must sell another security\nin order to honor a when-issued commitment. The Fund will employ techniques designed to reduce such risks.

Rule\n144A Securities. The Fund may invest in Rule 144A securities. Rule 144A securities are securities which, while privately placed,\nare eligible for purchase and resale pursuant to Rule 144A under the Securities Act. This rule permits certain qualified institutional\nbuyers, such as the Fund, to trade in privately placed securities even though such securities are not registered under the Securities\nAct. The Advisor, under supervision of the Board, will consider whether securities purchased under Rule 144A are illiquid and\nthus subject to the Fund’s restriction on illiquid securities. Determination of whether a Rule 144A security is liquid or\nnot is a question of fact. In making this determination, the Advisor will consider the trading markets for the specific security\ntaking into account the unregistered nature of a Rule 144A security. In addition, the Advisor could consider the (i) frequency\nof trades and quotes; (ii) number of dealers and potential purchasers; (iii) dealer undertakings to make a market; and (iv) nature\nof the security and of market place trades (for example, the time needed to dispose of the security, the method of soliciting\noffers and the mechanics of transfer). The Advisor will also monitor the liquidity of Rule 144A securities, and if, as a result\nof changed conditions, the Advisor determines that a Rule 144A security is no longer liquid, the Advisor will review the Fund’s\nholdings of illiquid securities to determine what, if any, action is required to assure that the Fund complies with their restrictions\non investment of illiquid securities. Investing in Rule 144A securities could increase the amount of the Fund’s investments\nin illiquid securities if qualified institutional buyers are unwilling to purchase such securities.

SPECIAL\nCONSIDERATIONS AND RISKS

A\ndiscussion of the risks associated with an investment in the Fund is contained in the Prospectus. The discussion below supplements,\nand should be read in conjunction with, the Prospectus.

GENERAL

An\ninvestment in the Fund should be made with an understanding that the value of the Fund’s portfolio securities may fluctuate\nin accordance with changes in the financial condition of the issuers of the portfolio securities, the value of securities generally\nand other factors.

An\ninvestment in the Fund should also be made with an understanding of the risks inherent in an investment in securities, including\nthe risk that the financial condition of issuers may become impaired or that the general condition of the securities markets may\ndeteriorate (either of which may cause a decrease in the value of the portfolio securities and thus in the value of Shares). Securities\nare susceptible to general market fluctuations and to volatile increases and decreases in value as market confidence in and perceptions\nof their issuers change. These investor perceptions are based on various and unpredictable factors including expectations regarding\ngovernment, economic, monetary and fiscal policies, inflation and interest rates, economic expansion or contraction, and global\nor regional political, economic, and banking crises.

EQUITY\nSECURITIES

The\nvalue of equity securities fluctuates in response to general market and economic conditions (market risk) and in response to the\nfortunes of individual companies (company risk). Therefore, the value of an investment in the Fund may decrease. The market as\na whole can decline for many reasons, including adverse political or economic developments here or abroad, changes in investor\npsychology, or heavy institutional selling. Also, certain unanticipated events, such as natural disasters, terrorist attacks,\nwar, and other geopolitical events, can have a dramatic adverse effect on stock markets. Changes in the financial condition of\na company or other issuer, changes in specific market, economic, political, and regulatory conditions that affect a particular\ntype of investment or issuer, and changes in general market, economic, political, and regulatory conditions can adversely affect\nthe price of equity securities. These developments and changes can affect a single issuer, issuers within a broad market sector,\nindustry or geographic region, or the market in general.

NON-U.S.\nAND EMERGING MARKETS SECURITIES

The\nFund’s return and NAV may be significantly affected by political or economic conditions and regulatory requirements in a\nparticular country. Non-U.S. markets, economies and political systems may be less stable than U.S. markets, and changes in exchange\nrates of foreign currencies can affect the value of the Fund’s foreign assets. Non-U.S. laws and accounting standards typically\nare not as comprehensive as they are in the U.S. and there may be less public information available about foreign companies. Non-U.S.\nsecurities markets may be less liquid and have fewer transactions than U.S. securities markets. Additionally, international markets\nmay experience delays and disruptions in securities settlement procedures for the Fund’s portfolio securities. Investments\nin foreign countries could be affected by potential difficulties in enforcing contractual obligations and could be subject to\nextended settlement periods or restrictions affecting the prompt return of capital to the U.S.

Non-U.S.\ndebt securities can involve additional risks relating to political, economic, or regulatory conditions in foreign countries. Less\ninformation may be available about foreign companies than about domestic companies, and foreign companies generally may not be\nsubject to the same uniform accounting, auditing and financial reporting standards, or to other regulatory practices and requirements\ncomparable to those applicable to domestic companies.

Investing\nin emerging market debt securities can pose some risks different from, and greater than, risks of investing in U.S. or developed\nmarkets equity securities. These risks include: a risk of loss due to political instability; exposure to economic structures that\nare generally less diverse and mature, and to political systems which may have less stability than those of more developed countries;\nsmaller market capitalization of securities markets, which may suffer periods of relative illiquidity; significant price volatility;\nrestrictions on foreign investment; and possible repatriation of investment income and capital. In addition, foreign investors\nmay be required to register the proceeds of sales; future economic or political crises could lead to price controls, forced mergers,\nexpropriation or confiscatory taxation, seizure, nationalization, or creation of government monopolies. The currencies of emerging\nmarket countries may experience significant declines against the U.S. dollar, and devaluation may occur subsequent to investments\nin these currencies by the Fund. Emerging market securities may be subject to currency transfer restrictions and may experience\ndelays and disruptions in securities settlement procedures for the Fund’s portfolio securities. Inflation and rapid fluctuations\nin inflation rates have had, and may continue to have, negative effects on the economies and securities markets of certain emerging\nmarket countries.

TAX\nRISKS

As\nwith any investment, you should consider how your investment in shares of the Fund will be taxed. The tax information in the Prospectus\nand this Statement is provided as general information. You should consult your own tax professional about the tax consequences\nof an investment in shares of the Fund.

CONTINUOUS\nOFFERING

The\nmethod by which Creation Units are created and traded may raise certain issues under applicable securities laws. Because new Creation\nUnits are issued and sold by the Fund on an ongoing basis, at any point a “distribution,” as such term is used in\nthe Securities Act, may occur. Broker-dealers and other persons are cautioned that some activities on their part may, depending\non the circumstances, result in their being deemed participants in a distribution in a manner which could render them statutory\nunderwriters and subject them to the prospectus delivery and liability provisions of the Securities Act. For example, a broker-dealer\nfirm or its client may be deemed a statutory underwriter if it takes Creation Units after placing an order with the distributor,\nbreaks them down into constituent shares, and sells such shares directly to customers, or if it chooses to couple the creation\nof a supply of new shares with an active selling effort involving solicitation of secondary market demand for shares. A determination\nof whether one is an underwriter for purposes of the Securities Act must take into account all the facts and circumstances pertaining\nto the activities of the broker-dealer or its client in the particular case, and the examples mentioned above should not be considered\na complete description of all the activities that could lead to a categorization as an underwriter.

Broker-dealer\nfirms should also note that dealers who are not “underwriters” but are effecting transactions in shares, whether or\nnot participating in the distribution of shares, are generally required to deliver a prospectus. This is because the prospectus\ndelivery exemption in Section 4(3) of the Securities Act is not available in respect of such transactions as a result of Section\n24(d) of the 1940 Act. Firms that incur a prospectus-delivery obligation with respect to Shares are reminded that under Securities\nAct Rule 153, a prospectus-delivery obligation under Section 5(b)(2) of the Securities Act owed to an exchange member in connection\nwith a sale on the Exchange is satisfied by the fact that the Fund’s prospectus is available at the Exchange upon request.\nThe prospectus delivery mechanism provided in Rule 153 is only available with respect to transactions on an exchange.

MANAGEMENT

Trustees\nand Officers. The Board has responsibility for the overall management and operations of the Fund, including general supervision\nof the duties performed by the Advisor and other service providers. Each Trustee serves until he or she resigns, is removed, dies,\nretires or becomes incapacitated. Each officer shall hold office until his or her successor is elected and qualifies or until\nhis or her death, resignation or removal. Trustees who are not “interested persons” of the Trust within the meaning\nof the 1940 Act are referred to as independent trustees (“Independent Trustees”).

The\nfollowing table provides information about the Trustees and officers of the Trust. Unless otherwise indicated, the address of\nall persons below is 116 S. Franklin Street, Rocky Mount, NC 27802.

\n\n \n \n \n \n \n \n\n \n\n \n \n \n \n \n \n\n \n \n \n \n \n \n

\n Name and \n Date of Birth	Position\n \n held with \n Fund or Trust	Length\n \n of Time Served	Principal\n Occupation \n During Past 5 Years	Number\n of Portfolios in Fund Complex Overseen by Trustee	Other\n Directorships \n Held by Trustee \n During Past 5 Years
Independent\n Trustees
Thomas\n R. Galloway \n (1963)	Independent\n Trustee, Chairman	Since\n 12/16	Independent\n Investor since 2012.	20	Independent\n Trustee of the Volt ETF Trust for all of its series since 2016; Wonderfund Investment Trust for all of its series since July\n 2021 (all registered investment companies).
Jesse\n S. Eberdt, III \n (1959)	Independent\n Trustee	Since\n 12/16	Managing\n Director at Tempus Durham, LLC (advisory firm) since 2010.	20	None.

\n\n \n \n \n \n\n \n\n \n \n \n \n\n \n \n \n \n\n \n \n \n \n\n \n \n \n \n

\n Name and \n Date of Birth	Position\n held with \n Fund or Trust	Length\n of \n Time Served	Principal\n Occupation \n During Past 5 Years
Officers
Katherine\n M. Honey \n (1973)	President\n and Principal Executive Officer	Since\n 12/16	Chief\n Compliance Officer, OBP Capital, LLC since 2018; Managing Member, OBP Capital, LLC since 2015. Previously, President of The\n Nottingham Company from 2018 to 2024.

Peter\n Sattelmair \n (1977	Principal\n Financial Officer	Since\n 10/26	Director\n of CFO Services, PINE Advisor Solutions since 2021.
Michelle\n Marcano-Johnson \n (1968)	Chief\n Compliance Officer	Since\n 10/26	Director\n of Fund CCO Services, PINE Advisor solutions since 2025; Vice President Corporate Compliance, Empower from 2022 to 2024; Head\n of Corporate Compliance, Janus Henderson Investors from 2019 to 2022.

Qualification\nof Trustees. The Board believes that each Trustee’s experience, qualifications, attributes, or skills on an individual\nbasis and in combination with those of the other Trustees on the Board lead to the conclusion that the Board possesses the requisite\nskills and attributes to carry out its oversight responsibilities with respect to the Trust. The Board believes that its Trustees’\nability to review, critically evaluate, question, and discuss information provided to them, to interact effectively with the Advisor,\nother service providers, counsel and independent auditors, and to exercise effective business judgment in the performance of its\nduties, support this conclusion. The Board also has considered the following experience, qualifications, attributes, and/or skills,\namong others, of its members, as applicable, in reaching its conclusion: (i) such person’s business and professional experience\nand accomplishments, including prior experience in the financial services and investment management fields or on other boards;\n(ii) such person’s ability to work effectively with the other members of the Board; (iii) how the individual’s skills,\nexperiences, and attributes would contribute to an appropriate mix of relevant skills and experience on the Board; (iv) such person’s\ncharacter and integrity; (v) such person’s willingness to serve and willingness and ability to commit the time necessary\nto perform the duties of a Trustee; and (vi) as to each Trustee his status as an Independent Trustee.

In\naddition, the following specific experience, qualifications, attributes and/or skills were considered in respect of the listed\nTrustee.

Mr.\nGalloway has over twenty years of experience in the investment industry, particularly with respect to high yield, bank loans,\nand distressed securities. He spent 12 years at Western Asset Management (“WAMCO“), where he served as an analyst\nand portfolio manager. Prior to joining WAMCO in 2000, Mr. Galloway worked at Merrill Lynch Asset Management, where he analyzed\nmultiple industry sectors. He began his investment career in 1992 at a boutique investment firm, where he specialized in high\nyield and distressed securities. He received his BA in History and Public Policy from Duke University and an MBA from Kellogg\nSchool of Management at Northwestern University.

Mr.\nEberdt is an entrepreneur with a particular focus on health care and related industries. His most recent venture was as co-founder\nof Parata Systems LLC, a pharmaceutical automation company. Previously, Mr. Eberdt served as president of MyDailyHealth. Prior\nto MyDailyHealth, he served in sales and marketing related posts with American Hospital Supply/Baxter Healthcare and Eon Labs.\nHe received his BA in Political Science from Duke University.

Leadership\nStructure and Oversight Responsibilities. Overall responsibility for oversight of the Fund rests with the Board. The Board\nhas engaged the Advisor to manage the Fund on a day-to-day basis. The Board is responsible for overseeing the Advisor and other\nservice providers in the operations of the Fund in accordance with the provisions of the 1940 Act, applicable provisions of state\nand other laws, and the Trust’s charter. The Board is currently composed of two members, all of whom are Independent Trustees.\nThe Board currently conducts regular meetings four times a year. In addition, the Board frequently holds special in-person or\ntelephonic meetings or informal conference calls to discuss specific matters that may arise or require action between regular\nmeetings. The Independent Trustees meet regularly outside the presence of management, in executive session or with service providers\nto the Trust.

The\nBoard has appointed an Independent Trustee to serve in the role of Chairman. The Chairman’s role is to preside at all meetings\nof the Board and to act as a liaison with service providers, officers, attorneys, and other Trustees generally between meetings.\nThe Chairman may also perform such other functions as may be delegated by the Board from time to time. The Board has established\nthree standing committees: an Audit Committee, a Governance Committee, and a Nominating Committee to assist the Board in the oversight\nand direction of the business and affairs of the Fund, and from time to time the Board may establish ad-hoc committees or informal\nworking groups to review and address the policies and practices of the Fund with respect to certain specified matters. The Chair\nof each standing Committee is an Independent Trustee. The role of the Chair of each Committee is to preside at all meetings of\nthe Committee and to act as a liaison with service providers, officers, attorneys and other Trustees between meetings. Each Standing\nCommittee meets regularly to conduct the oversight functions delegated to the Committee by the Board and reports its findings\nto the Board. The Board and each standing Committee conduct annual assessments of their oversight function and structure. The\nBoard has determined that the Board’s leadership structure is appropriate because it allows the Board to exercise independent\njudgment over management and it allocates areas of responsibility among committees of Independent Trustees and the full Board\nto enhance effective oversight.

With\nrespect to risk oversight, the Board considers risk management issues as part of its general oversight responsibilities throughout\nthe year. The Board holds four regular board meetings each year during which the Board receives risk management reports and/or\nassessments from Trust management, the Advisor, administrator, transfer agent, and distributor, and receives an annual report\nfrom the Trust’s Chief Compliance Officer (“CCO”). The Audit Committee also meets with the Trust’s independent\nregistered public accounting firm on an annual basis, to discuss, among other things, the internal control structure of the Trust’s\nfinancial reporting function. When appropriate, the Board may hold special meetings or communicate directly with Trust management,\nthe CCO, the Trust’s third-party service providers, legal counsel, or independent public accountants to address matters\narising between regular board meetings or needing special attention. In addition, the Board has adopted policies and procedures\nfor the Trust to help detect and prevent and, if necessary, correct violations of federal securities laws.

The\nFund is new, and therefore, the Board did not meet with respect to the Fund during the most recent fiscal year ending August 31.

Audit\nCommittee. All of the Independent Trustees are members of the Audit Committee. The Audit Committee oversees the Fund’s\naccounting and financial reporting policies and practices, reviews the results of the annual audits of the Fund’s financial\nstatements, and interacts with the Fund’s independent auditors on behalf of all the Trustees. The Audit Committee operates\npursuant to an Audit Committee Charter and meets periodically as necessary. The Fund is new, and therefore, the Audit Committee\ndid not meet with respect to the Fund during the most recent fiscal year ending August 31.

Fair\nValuation Committee. In accordance with Rule 2a-5 of the 1940 Act, the Board has appointed the Advisor as the “Valuation\nDesignee” for the Fund’s portfolio investments. Investments will be fair valued as determined in good faith in accordance\nwith the policies and procedures established by the Advisor as the Valuation Designee pursuant to Rule 2a-5 and approved by, and\nsubject to the oversight of, the Fair Valuation Committee of the Board. An Independent Trustee and a representative of the Advisor\nare members of the Fair Valuation Committee. The Fair Valuation Committee meets only as necessary. The Fund is new, and therefore,\nthe Fair Valuation Committee did not meet with respect to the Fund during the most recent fiscal year ending August 31.

Governance\nCommittee. All of the Independent Trustees are members of the Governance Committee. The Governance Committee assists the Board\nin adopting fund governance practices and meeting certain fund governance standards. The Governance Committee also nominates,\nselects, and appoints Independent Trustees to fill vacancies on the Board of Trustees and to stand for election at meetings of\nthe shareholders of the Trust. The Governance Committee operates pursuant to a Governance Committee Charter and normally meets\nannually but may also meet as often as necessary to carry out its purpose. The Fund is new, and therefore, the Governance Committee\ndid not meet with respect to the Fund during the most recent fiscal year ending August 31.

Beneficial\nEquity Ownership Information. The table below sets forth, as of December 31, 2025, the dollar range of equity securities beneficially\nowned by each Trustee in the Fund, and the aggregate dollar range of equity securities in the Fund complex.

A\n= None; B = $1-$10,000; C = $10,001-$50,000; D = $50,001-$100,000; and E = over $100,000.

\n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n

Name\n of Trustee \n	Fund \n	Dollar\n Range of Equity Securities in the Fund	Aggregate\n Dollar Range of Equity Securities in All Registered Investment Companies Overseen or to be Overseen by Trustee in Family of\n Investment Companies
Thomas\n R. Galloway	Tuttle\n Capital AI Bottleneck ETF	A	A
Jesse\n S. Eberdt, III	Tuttle\n Capital AI Bottleneck ETF	A	A

Compensation.\nOfficers of the Trust and Trustees who are interested persons of the Trust or the Advisor will receive no salary or fees from\nthe Trust. The Independent Trustees receive a flat rate of $7,500 plus an additional $2,500 per Fund each year but may receive\nup to an additional $1,500 per special meeting in the event that special meetings are held. This amount may be paid pro rata in\nthe event that the Fund closes during the year. The Trust reimburses each Trustee and officers of the Trust for his or her travel\nand other expenses relating to attendance at such meetings. Each of the Trustees serves as a Trustee to all series of the Trust,\nincluding the Fund. For their services as Trustees of the Trust for the fiscal year ending August 31, 2027, the Trustees are estimated\nto receive the following compensation:

\n\n \n \n \n \n \n \n

\n
\n Name of Trustees

\n Aggregate
\n Compensation from
\n the Tuttle Capital AI
\n Bottleneck ETF

Pension or
\n Retirement Benefits
\n Accrued as

Part of
\n Fund Expenses

\n Estimated Annual
\n Benefits Upon
\n Retirement

Total Compensation
\n from Fund and
\n Fund Complex Paid
\n to Trustees

\n\n \n

Independent\n Trustees

\n\n \n \n \n \n \n \n\n \n \n \n \n \n \n

Thomas\n R. Galloway	$3,309		None	None	$48,875
Jesse\n S. Eberdt, III	$3,309		None	None	$48,875

Control\nPersons and Principal Holders of Securities. As of the date of this SAI, the Fund has not yet publicly offered their Shares\nand, therefore, the officers and Trustees of the Trust collectively owned less than 1% of\nthe then outstanding Shares.

Shareholders\nowning 25% or more of outstanding Shares may be in control and be able to affect the outcome of certain matters presented for\na vote of Shareholders. Although the Fund does not have information concerning the beneficial ownership of Shares held in the\nnames of Depository Trust Company (“DTC”) participants (as defined below), as of the date of this SAI, no DTC participant\nowned of record 5% or more of the outstanding Shares.

Potential\nConflicts of Interest. When a portfolio manager has responsibility for managing more than one account, potential conflicts\nof interest may arise. Those conflicts could include preferential treatment of one account over others in terms of allocation\nof resources or of investment opportunities. For instance, the Advisor may receive fees from certain accounts that are higher\nthan the fee it receives from the Fund, or it may receive a performance-based fee on certain accounts. The procedures to address\nconflicts of interest, if any, are described below.

The\nportfolio manager’s management of other accounts may give rise to potential conflicts of interest in connection with their\nmanagement of the Fund’s investments, on the one hand, and the investments of the other accounts, on the other.

The\nother accounts may have the same investment objective as the Fund. Therefore, a potential conflict of interest may arise as a\nresult of the identical investment objectives, whereby the portfolio manager could favor one account over another. Another potential\nconflict could include the portfolio manager’s knowledge about the size, timing and possible market impact of fund trades,\nwhereby a portfolio manager could use this information to the advantage of other accounts and to the disadvantage of the Fund.\nHowever, the Advisor has established policies and procedures to ensure that the purchase and sale of securities among all accounts\nit manages are fairly and equitably allocated.

Investment\nAdvisor. Tuttle Capital Management, LLC, located at 155 Lockwood Road, Riverside, Connecticut 06878, serves as the investment\nadvisor to the Fund pursuant to an investment advisory agreement between the Trust, on behalf of the Fund, and the Advisor. The\nAdvisor commenced operations in 2012. The Advisor is principally owned and controlled by Matthew Tuttle. The Advisor is responsible\nfor furnishing the investment program for the Fund and managing the investment and reinvestment of the Fund’s assets on\nan ongoing basis.

Investment\nAdvisory Agreement. The investment advisory agreement for the Fund is effective for an initial two-year period and will be\nrenewed thereafter from year to year only so long as such renewal and continuance is specifically approved at least annually (i)\nby the Board of the Trustees or by vote of a majority of the outstanding voting securities of the Fund and (ii) by vote of a majority\nof the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval. The investment\nadvisory agreement is terminable without penalty by the Trust by vote of the Board of the Trust or by vote of a majority of the\noutstanding voting securities upon on sixty (60) calendar days’ written notice, or by the Advisor upon 60 calendar days’\nwritten notice. The investment advisory agreement will terminate automatically in the event of its “assignment,” as\nsuch term is defined in the 1940 Act.

Under\nthe investment advisory agreement, the Advisor will not be liable for any error of judgment or mistake of law or for any loss\nsuffered by the Fund in connection with the performance of such agreement, except a loss resulting from a breach of fiduciary\nduty with respect to the receipt of compensation for services; or a loss resulting from willful misfeasance, bad faith, or gross\nnegligence on the part of the Advisor in the performance of its duties; or from its reckless disregard of its duties and obligations\nunder the investment advisory agreement.

Pursuant\nto the Advisory Agreement, the Fund pays the Advisor a unitary management fee equal to 0.75% of its average daily net assets of\nthe Fund. The unitary management fee paid to the Advisor under the Advisory Agreement is designed to pay the Fund’s expenses\nand to compensate the Advisor for providing service for the Fund. Out of the unitary management fee, the Advisor pays substantially\nall expenses of the Fund, including the costs of transfer agency, custody, fund administration, legal, audit, and other services,\nand Independent Trustees’ fees, but excluding (i) any front-end or contingent deferred loads; (ii) brokerage fees and commissions,\n(iii) acquired fund fees and expenses; (iv) fees and expenses associated with investments in other collective investment vehicles\nor derivative instruments (including for example option and swap fees and expenses); (v) borrowing costs (such as interest and\ndividend expense on securities sold short); (vi) taxes; and (vii) extraordinary expenses, such as litigation expenses (which may\ninclude indemnification of Fund officers and Trustees and contractual indemnification of Fund service providers (other than the\nadvisor). The Advisor, and not Fund shareholders, would benefit from any reduction in fees paid for third-party services, including\nreductions based on increases in assets.

Other\nAccounts Managed by the Portfolio Managers. Matthew Tuttle is the portfolio manager of the Fund and is responsible for the\nday-to-day management of the Fund’s portfolios.

Information\nregarding other accounts managed by the portfolio managers as of September 30, 2026, is set forth below:

\n\n \n \n \n \n\n \n \n \n \n \n \n\n \n\n \n \n \n \n \n \n \n\n \n\n \n \n \n \n \n \n \n

\n Portfolio \n Management Team	Registered\n Investment \n Companies	Other\n Pooled Investment \n Vehicles	Other\n Accounts
Number\n of Accounts	Total\n Assets	Number\n of Accounts	Total\n Assets	Number\n of Accounts	Total\n Assets
All\n Accounts
Matthew\n Tuttle	80	$6.0B	0	$0	0	$0
Accounts\n with Performance-Based Advisory Fee
Matthew\n Tuttle	0	$0	0	$0	0	$0

Portfolio\nManager Compensation Structure Disclosure

Compensation.\nThe portfolio manager’s compensation varies with the general success of the Advisor as a firm. Mr. Tuttle is also paid\na salary plus a bonus based on the profitability of the Advisor as a firm. The portfolio manager’s compensation is not directly\nlinked to the Fund’s performance, although positive performance and growth in managed assets are factors that may contribute\nto the Advisor’s distributable profits and assets under management.

Ownership\nof Fund Shares. As of the date of this SAI, the Portfolio Manager did not beneficially own Fund Shares.

Administrator.\nThe Nottingham Company (“Nottingham”), located at 116 South Franklin Street, Rocky Mount, North Carolina 27804,\nhas served as the administrator to the Trust pursuant to a Fund Accounting & Administration Services Agreement (the “Legacy\nAgreement”). The Trust became aware that, within the past fiscal quarter, a transaction involving Nottingham may have resulted\nin the assignment and termination of the Legacy Agreement. Based on the information regarding the Nottingham transaction, a new\nlong-term agreement may be sought, which may have terms materially different from the Legacy Agreement (the “Long-Term Agreement”).\nIf necessary and/or until a Long-Term Agreement is approved and executed, during such period, Nottingham will continue to provide\nadministrative services for the Trust, consistent with the terms of the Legacy Agreement, related to the services to be rendered,\nas discussed below. In the absence of an agreement to provide the services contemplated by the Legacy Agreement, the Trust’s\nfailure to pay for services rendered could be detrimental to the Trust and its operations.

Consistent\nwith the terms of the Legacy Agreement, Nottingham receives a unitary administration services fee of 0.45%, which is designed\nto pay the Fund’s expenses and to compensate Nottingham for providing service for the Fund. Out of the unitary administration\nservices fee, Nottingham pays substantially all expenses of the Fund, including the costs of fund accounting and net asset value\ncalculation, transfer agency, custody, fund administration, support for the Fund’s relationships with market makers and\nAuthorized Participants, legal, audit, printing, filing fees and registration expenses, insurance, exchange fees and other services,\nand Independent Trustees’ fees, but excluding investment advisory fee payments under the Trust’s agreements with the\nAdvisor; (ii) brokerage fees and commissions; (iii) acquired fund fees and expenses; (iv) fees and expenses associated with investments\nin other collective investment vehicles or derivative instruments (including for example option and swap fees and expenses); (v)\nborrowing costs (such as interest and dividend expense on securities sold short); (vi) taxes; and (vii) extraordinary expenses,\nsuch as litigation expenses (which may include indemnification of Fund officers and Trustees and contractual indemnification of\nFund service providers (other than the Advisor).

Consistent\nwith the terms of the Legacy Agreement, Nottingham performs the following services for the Fund: (i) procures on behalf of the\nTrust, and coordinates with the custodian and monitors the services it provides to the Fund; (ii) coordinates with and monitors\nany other third parties furnishing services to the Fund; (iii) provides the Fund with necessary office space, telephones, and\nother communications facilities and personnel competent to perform administrative and clerical functions for the Fund; (iv) assists\nor supervises the maintenance by third parties of such books and records of the Fund as may be required by applicable federal\nor state law; (v) assists in the preparation of all federal, state, and local tax returns and reports of the Fund required by\napplicable law; (vi) assists in the preparation of and, after approval by the Trust, files and arranges for the distribution of\nproxy materials and periodic reports to shareholders of the Fund as required by applicable law; (vii) assists in the preparation\nof and, after approval by the Trust, arranges for the filing of such registration statements and other documents with the SEC\nand other federal and state regulatory authorities as may be required by applicable law; (viii) reviews and submits to the officers\nof the Trust for their approval invoices or other requests for payment of fund expenses and instructs the custodian to issue checks\nin payment thereof; and (ix) takes such other action with respect to the Fund as may be necessary in the opinion of the administrator\nto perform its duties under the agreement. Consistent with the terms of the Legacy Agreement, the administrator will also provide\ncertain accounting and pricing services for the Fund.

The\nAdministrator receives fees for its services and is reimbursed for out-of-pocket expenses.

Distributor.\nUnder the Distribution Agreement between the Trust and Paralel Distributors LLC (the “Distributor”), the Distributor\nserves as the principal distributor and underwriter for the Fund. The Distributor is located at 1700 Broadway, Suite 2100, Denver,\nColorado 80290. Shares are continuously offered for sale by the Fund through the Distributor or its agent only in Creation Units,\nas described in the applicable Prospectus and below in the Creation and Redemption of Creation Units section of this SAI. Fund\nshares in amounts less than Creation Units are generally not distributed by the Distributor or its agent. The Distributor or its\nagent will arrange for the delivery of the applicable Prospectus and, upon request, this SAI to persons purchasing Creation Units\nand will maintain records of both orders placed with it or its agents and confirmations of acceptance furnished by it or its agents.\nThe Distributor is a broker-dealer registered under the Securities Exchange Act of 1934, as amended (the “1934 Act”),\nand a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Distributor is also licensed as a\nbroker-dealer in all 50 U.S. states, as well as in Puerto Rico, the U.S. Virgin Islands, and the District of Columbia.

The\nDistribution Agreement for the Fund provides that it may be terminated at any time, without the payment of any penalty, on at\nleast 60 days’ prior written notice to the other party following (i) the vote of a majority of the Independent Trustees,\nor (ii) the vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund. The Distribution\nAgreement will terminate automatically in the event of its assignment (as defined in the 1940 Act).

The\nDistributor may also enter into agreements with securities dealers (“Soliciting Dealers”) who will solicit purchases\nof Creation Units of Shares. Such Soliciting Dealers may also be Authorized Participants (as described below), Depository Trust\nCompany (“DTC”) participants and/or investor services organizations. The Advisor or its Affiliates may, from time\nto time and from their own resources, pay, defray, or absorb costs relating to distribution, including payments out of their own\nresources to the Distributor, or to otherwise promote the sale of shares.

The\nDistributor and its affiliate may receive compensation or reimbursement from the Advisor with respect to any services under the\ndistribution agreement, as may be agreed upon by the parties from time to time.

Payments\nby the Advisor and its Affiliates. The Advisor, and/or its Affiliates (“Advisor Entities”) pay certain broker-dealers,\nregistered investment advisers, banks and other financial intermediaries (“Intermediaries”) for certain activities\nrelated to the Fund, other funds or exchange-traded products in general. Advisor Entities make these payments from their own assets\nand not from the assets of the Fund. Although a portion of Advisor Entities’ revenue comes directly or indirectly in part\nfrom fees paid by the Fund and other funds, these payments do not increase the price paid by investors for the purchase of shares\nof, or the cost of owning, the Fund or other funds. Advisor Entities make payments for Intermediaries’ participation in\nactivities that are designed to make registered representatives, other professionals, and individual investors more knowledgeable\nabout exchange-traded products, including the Fund, or for other activities, such as participation in marketing activities and\npresentations, educational training programs, conferences, the development of technology platforms, and reporting systems (“Education\nCosts”). Advisor Entities also make payments to Intermediaries for certain printing, publishing, and mailing costs associated\nwith the Fund or materials relating to exchange-traded products in general (“Publishing Costs”). In addition, Advisor\nEntities make payments to Intermediaries that make Shares and certain other funds available to their clients, develop new products\nthat feature the Fund, or otherwise promote the Fund and other funds. Advisor Entities may also reimburse expenses or make payments\nfrom their own assets to Intermediaries or other persons in consideration of services or other activities that the Advisor Entities\nbelieve may benefit the Fund’s business or facilitate investment in the Fund. Payments of the type described above are sometimes\nreferred to as revenue-sharing payments.

Payments\nto an Intermediary may be significant to the Intermediary, and amounts that Intermediaries pay to your salesperson or other investment\nprofessional may also be significant for your salesperson or other investment professional. Because an Intermediary may make decisions\nabout which investment options it will recommend or make available to its clients or what services to provide for various products\nbased on payments it receives or is eligible to receive, such payments may create conflicts of interest between the Intermediary\nand its clients, and these financial incentives may cause the Intermediary to recommend the Fund and other funds over other investments.\nThe same conflicts of interest and financial incentives exist with respect to your salesperson or other investment professional\nif he or she receives similar payments from his or her Intermediary firm.

Any\nadditions, modifications, or deletions to Intermediaries listed above that have occurred since the date noted above are not included\nin the list. Further, Advisor Entities make Education Costs and Publishing Costs payments to other Intermediaries that are not\nlisted above. Advisor Entities may determine to make such payments based on any number of metrics. For example, Advisor Entities\nmay make payments at year-end or other intervals in a fixed amount, an amount based upon an Intermediary’s services at defined\nlevels, or an amount based on the Intermediary’s net sales of one or more funds in a year or other period, any of which\narrangements may include an agreed-upon minimum or maximum payment, or any combination of the foregoing. As of the date of this\nSAI, the Advisor anticipates that the payments paid by Advisor Entities in connection with the Fund and exchange-traded products\nin general will be immaterial to Advisor Entities in the aggregate for the next year. Please contact your salesperson or other\ninvestment professional for more information regarding any such payments his or her Intermediary firm may receive. Any payments\nmade by the Advisor Entities to an Intermediary may create the incentive for an Intermediary to encourage customers to buy Shares.

The\nFund may participate in certain market maker incentive programs of a national securities exchange in which an affiliate of the\nFund would pay a fee to the exchange used for incentivizing one or more market makers in the securities of the Fund to enhance\nthe liquidity and quality of the secondary market of securities of the Fund. The fee would then be credited by the exchange to\none or more market makers that meet or exceed liquidity and market quality standards with respect to the securities of the Fund.\nEach market maker incentive program is subject to approval from the SEC. Any such fee payments made to an exchange will be made\nby an affiliate of the Fund solely for the benefit of the Fund and will not be paid from any Fund assets. Certain funds managed\nby the Advisor may also participate in such programs.

Custodian.\nUMB Bank, n.a.,(the “Custodian”), located at 1010 Grand Blvd, Kansas City, Missouri 64106 serves as custodian for\nthe Fund. The Custodian is responsible for holding all cash assets and all portfolio securities of the Fund, releasing and delivering\nsuch securities as directed by the Fund, maintaining bank accounts in the name of the Fund, receiving for deposit into such accounts\npayments for Shares, collecting income and other payments due the Fund with respect to portfolio securities, and paying out monies\nof the Fund. The custodian is authorized to deposit securities in securities depositories or to use the services of sub-custodians,\nincluding foreign sub-custodians, to the extent permitted by and subject to the regulations of the SEC.

Transfer\nAgent. Nottingham Shareholder Services, LLC (the “Transfer Agent”), located at 116 S. Franklin Street, Rocky Mount,\nNC 27804, is the transfer agent for the Fund and also serves as the dividend disbursing agent for the Fund.

Counsel. Stradley Ronon Stevens & Young,\nLLP, located at 100 Park Avenue, Suite 2000, New York, New York 10017 is counsel to the Trust.

Independent\nRegistered Public Accounting Firm. Tait, Weller & Baker, LLP located at Two Liberty Place, 50 S. 16th Street, Suite 2900,\nPhiladelphia, Pennsylvania 19102-2529, serves as the Fund’s independent registered public accounting firm. They audit the\nFund’s financial statements and perform other related audit services.

Compliance\nServices Administrator. The Trust has entered into a compliance services arrangement with The Nottingham Company, located\nat 116 S Franklin Street, Rocky Mount, NC 27804. The Trust’s CCO will prepare and update the Trust’s compliance manual\nand monitor and test compliance with the policies and procedures under the Trust’s compliance manual.

BROKERAGE\nTRANSACTIONS

Subject\nto policies established by the Board, the Advisor is primarily responsible for the execution of the Fund’s portfolio transactions\nand the allocation of brokerage. The Advisor does not execute transactions through any particular broker or dealer but seeks to\nobtain the best net results for the Fund, taking into account such factors as price (including the applicable brokerage commission\nor dealer spread), size of order, difficulty of execution, operational facilities of the firm, and the firm’s risk and skill\nin positioning blocks of securities. While the Advisor generally seeks reasonable trade execution costs, the Fund does not necessarily\npay the lowest spread or commission available, and payment of the lowest commission or spread is not necessarily consistent with\nobtaining the best price and execution in particular transactions. Subject to applicable legal requirements, the Advisor may select\nbrokers based partly upon brokerage or research services provided to the Advisor and its clients, including the Fund. In return\nfor such services, the Advisor may cause the Fund to pay a higher commission than other brokers would charge if the Advisor determines\nin good faith that the commission is reasonable in relation to the services provided.

In\nselecting brokers or dealers to execute portfolio transactions, the Advisor seeks to obtain the best price and most favorable\nexecution for the Fund and may take into account a variety of factors including: (i) the size, nature, and character of the security\nor instrument being traded and the markets in which it is purchased or sold; (ii) the desired timing of the transaction; (iii)\nthe Advisor ‘s knowledge of the expected commission rates and spreads currently available; (iv) the activity existing and\nexpected in the market for the particular security or instrument, including any anticipated execution difficulties; (v) the full\nrange of brokerage services provided; (vi) the broker’s or dealer’s capital; (vii) the quality of research and research\nservices provided; (viii) the reasonableness of the commission, dealer spread, or its equivalent for the specific transaction;\nand (ix) the Advisor’s knowledge of any actual or apparent operational problems of a broker or dealer. Brokers may also\nbe selected because of their ability to handle special or difficult executions, such as may be involved in large block trades,\nless liquid securities, or other circumstances.

Section\n28(e) of the 1934 Act (“Section 28(e)”) permits an investment adviser, under certain circumstances, to cause an account\nto pay a broker or dealer a commission for effecting a transaction in securities that exceeds the amount another broker or dealer\nwould have charged for effecting the same transaction in recognition of the value of brokerage and research services provided\nby that broker or dealer. This includes commissions paid on riskless principal transactions in securities under certain conditions.

From\ntime to time, the Fund may purchase new issues of securities in a fixed price offering. In these situations, the broker may be\na member of the selling group that will, in addition to selling securities, provide the Advisor with research services. FINRA\nhas adopted rules expressly permitting these types of arrangements under certain circumstances. Generally, the broker will provide\nresearch “credits” in these situations at a rate that is higher than that available for typical secondary market transactions.\nThese arrangements may not fall within the safe harbor of Section 28(e).

OTC\nissues, including most fixed income securities such as corporate debt and U.S. Government securities, are normally traded on a\n“net” basis without a stated commission, through dealers acting for their own account and not as brokers. The Fund\nwill primarily engage in transactions with these dealers or deal directly with the issuer unless a better price or execution could\nbe obtained by using a broker. Prices paid to a dealer with respect to both foreign and domestic securities will generally include\na “spread,” which is the difference between the prices at which the dealer is willing to purchase and sell the specific\nsecurity at the time and includes the dealer’s normal profit.

Under\nthe 1940 Act, persons affiliated with the Fund and persons who are affiliated with such affiliated persons are prohibited from\ndealing with the Fund as principal in the purchase and sale of securities unless a permissive order allowing such transactions\nis obtained from the SEC. Since transactions in the OTC market usually involve transactions with the dealers acting as principal\nfor their own accounts, the Fund will not deal with affiliated persons, including the Advisor and its affiliates, in connection\nwith such transactions. The Fund will not purchase securities during the existence of any underwriting or selling group relating\nto such securities of which the Advisor or any affiliated person (as defined in the 1940 Act) thereof is a member except pursuant\nto procedures adopted by the Board in accordance with Rule 10f-3 under the 1940 Act.

Purchases\nof money market instruments by the Fund are made from dealers, underwriters, and issuers. The Fund does not currently expect to\nincur any brokerage commission expense on such transactions because money market instruments are generally traded on a “net”\nbasis with dealers acting as principal for their own accounts without a stated commission. The price of the security, however,\nusually includes a profit to the dealer.

The\nAdvisor, from time to time, effects trades on behalf of and for the account of the Fund with brokers or dealers that are affiliated\nwith the Advisor in conformity with Rule 17e-1 under the 1940 Act and SEC rules and regulations. Under these provisions, any commissions\npaid to affiliated brokers or dealers must be reasonable and fair compared to the commissions charged by other brokers or dealers\nin comparable transactions.

Securities\npurchased in underwritten offerings include a fixed amount of compensation to the underwriter, generally referred to as the underwriter’s\nconcession or discount. When securities are purchased or sold directly from or to an issuer, no commissions or discounts are paid.

Investment\ndecisions for the Fund and for other investment accounts managed by the Advisor and its Affiliates are made independently of each\nother in light of differing conditions. A variety of factors will be considered in making investment allocations. These factors\ninclude: (i) investment objectives or strategies for particular accounts, including sector, industry, country or region and capitalization\nweightings; (ii) tax considerations of an account; (iii) risk or investment concentration parameters for an account; (iv) supply\nor demand for a security at a given price level; (v) size of available investment; (vi) cash availability and liquidity requirements\nfor accounts; (vii) regulatory restrictions; (viii) minimum investment size of an account; (ix) relative size of account; and\n(x) such other factors as may be approved by the Advisor. Moreover, investments may not be allocated to one client account over\nanother based on any of the following considerations: (i) to favor one client account at the expense of another; (ii) to generate\nhigher fees paid by one client account over another or to produce greater performance compensation to the Advisor; (iii) to develop\nor enhance a relationship with a client or prospective client; (iv) to compensate a client for past services or benefits rendered\nto the Advisor or to induce future services or benefits to be rendered to the Advisor; or (v) to manage or equalize investment\nperformance among different client accounts. The Advisor and its Affiliates may deal, trade and invest for their own account in\nthe types of securities in which the Fund may invest.

Initial\npublic offerings of securities may be over-subscribed and subsequently trade at a premium in the secondary market. When the Advisor\nis given an opportunity to invest in such an initial offering or “new” or “hot” issue, the supply of securities\navailable for client accounts is often less than the amount of securities the accounts would otherwise take. In order to allocate\nthese investments fairly and equitably among client accounts over time, each portfolio manager or a member of his or her respective\ninvestment team will indicate to the Advisor’s trading desk their level of interest in a particular offering with respect\nto eligible clients’ accounts for which that team is responsible. Initial public offerings of U.S. equity securities will\nbe identified as eligible for particular client accounts that are managed by portfolio teams who have indicated interest in the\noffering based on market capitalization of the issuer of the security and the investment mandate of the client account and in\nthe case of international equity securities, the country where the offering is taking place and the investment mandate of the\nclient account. Generally, shares received during the initial public offering will be allocated among participating client accounts\nwithin each investment mandate on a pro rata basis. This pro rata allocation may result in the Fund receiving less of a particular\nsecurity than if pro-rating had not occurred. All allocations of securities will be subject, where relevant, to share minimums\nestablished for accounts and compliance constraints. In situations where supply is too limited to be allocated among all accounts\nfor which the investment is eligible, portfolio managers may rotate such investment opportunities among one or more accounts so\nlong as the rotation system provides for fair access for all client accounts over time. Other allocation methodologies that are\nconsidered by the Advisor to be fair and equitable to clients may be used as well.

Because\ndifferent accounts may have differing investment objectives and policies, the Advisor may buy and sell the same securities at\nthe same time for different clients based on the particular investment objective, guidelines and strategies of those accounts.\nFor example, the Advisor may decide that it may be entirely appropriate for a growth fund to sell a security at the same time\na value fund is buying that security. To the extent that transactions on behalf of more than one client of the Advisor or its\nAffiliates during the same period may increase the demand for securities being purchased or the supply of securities being sold,\nthere may be an adverse effect on price. For example, sales of a security by the Advisor on behalf of one or more of its clients\nmay decrease the market price of such security, adversely impacting other Advisor clients that still hold the security. If purchases\nor sales of securities arise for consideration at or about the same time that would involve the Fund or other clients or funds\nfor which the Advisor or an Affiliate act as investment manager, transactions in such securities will be made, insofar as feasible,\nfor the respective funds and clients in a manner deemed equitable to all.

In\ncertain instances, the Advisor may find it efficient for purposes of seeking to obtain best execution, to aggregate or “bunch”\ncertain contemporaneous purchases or sale orders of its advisory accounts and advisory accounts of affiliates. In general, all\ncontemporaneous trades for client accounts under management by the same portfolio manager or investment team will be bunched in\na single order if the trader believes the bunched trade would provide each client with an opportunity to achieve a more favorable\nexecution at a potentially lower execution cost. The costs associated with a bunched order will be shared pro rata among the clients\nin the bunched order. Generally, if an order for a particular portfolio manager or management team is filled at several different\nprices through multiple trades, all accounts participating in the order will receive the average price (except in the case of\ncertain international markets where average pricing is not permitted). While in some cases this practice could have a detrimental\neffect upon the price or value of the security as far as the Fund is concerned, in other cases it could be beneficial to the Fund.\nTransactions effected by the Advisor or its Affiliates on behalf of more than one of its clients during the same period may increase\nthe demand for securities being purchased or the supply of securities being sold, causing an adverse effect on price. The trader\nwill give the bunched order to the broker-dealer that the trader has identified as being able to provide the best execution of\nthe order. Orders for purchase or sale of securities will be placed within a reasonable amount of time of the order receipt and\nbunched orders will be kept bunched only long enough to execute the order.

As\nof the date of this SAI, the Fund had not yet commenced operation and therefore had not yet paid any brokerage commissions.

The\nFund’s purchase and sale orders for securities may be combined with those of other investment companies, clients, or accounts\nthat the Advisor or its Affiliates manage or advise and for which they have brokerage placement authority. If purchases or sales\nof portfolio securities of the Fund and one or more other accounts managed or advised by the Advisor or its Affiliates are considered\nat or about the same time, transactions in such securities are allocated among the Fund and the other accounts in a manner deemed\nequitable to all by the Advisor and its Affiliates. In some cases, this procedure could have a detrimental effect on the price\nor volume of the security as far as the Fund is concerned. However, in other cases, it is possible that the ability to participate\nin volume transactions and to negotiate lower transaction costs will be beneficial to the Fund. The Advisor and its Affiliates\nmay deal, trade and invest for their own account in the types of securities in which the Fund may invest. The Advisor and its\nAffiliates may, from time to time, affect trades on behalf of and for the account of the Fund with brokers or dealers that are\naffiliated with the Advisor, in conformity with the 1940 Act and SEC rules and regulations. Under these provisions, any commissions\npaid to affiliated brokers or dealers must be reasonable and fair compared to the commissions charged by other brokers or dealers\nin comparable transactions. The Fund will not deal with affiliates in principal transactions unless permitted by applicable SEC\nrules or regulations, or by SEC exemptive order.

Portfolio\nTurnover. The Fund may pay transaction costs, such as commissions, when it buys and sells securities (or “turns over”\nits portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund\nshares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example,\naffect the Fund’s performance. Because the Fund is newly organized, portfolio turnover information is not yet available.

ADDITIONAL\nINFORMATION CONCERNING THE TRUST

The\nTrust is an open-end management investment company registered under the 1940 Act. The Trust was organized as a Delaware statutory\ntrust on December 21, 2016 and consists of multiple separate portfolios or series.

The\nTrust is authorized to issue an unlimited number of shares in one or more series or “funds.” The Board has the right\nto establish additional series in the future, to determine the preferences, voting powers, rights, and privileges thereof and\nto modify such preferences, voting powers, rights, and privileges without shareholder approval.

Each\nshare issued by the Fund has a pro rata interest in the assets of the Fund. Shares have no preemptive, exchange, subscription,\nor conversion rights and are freely transferable. Each share is entitled to participate equally in dividends and distributions\ndeclared by the Board with respect to the Fund, and in the net distributable assets of the Fund on liquidation. The Declaration\nof Trust also includes provisions permitting a shareholder to bring a derivative action only if he or she makes a pre-suit demand\nupon the Board to bring the subject action, unless an effort to cause the Trustees to bring such action is excused.

Each\nshare has one vote with respect to matters upon which a shareholder vote is required consistent with the requirements of the 1940\nAct and the rules promulgated thereunder. Shares of all funds of the Trust vote together as a single class except as otherwise\nrequired by the 1940 Act, or if the matter being voted on affects only a particular fund, and, if a matter affects a particular\nfund differently from other funds, the shares of that fund will vote separately on such matter.

The\nDeclaration of Trust may, except in limited circumstances, be amended or supplemented by the Trustees without shareholder vote.\nThe holders of Fund shares are required to disclose information on direct or indirect ownership of Fund shares as may be required\nto comply with various laws applicable to the Fund, and ownership of Fund shares may be disclosed by the Fund if so required by\nlaw or regulation.

The\nTrust is not required and does not intend to hold annual meetings of shareholders. Shareholders owning more than 51% of the outstanding\nshares of the Trust have the right to call a special meeting to remove one or more Trustees or for any other purpose.

The\nTrust does not have information concerning the beneficial ownership of Shares held by DTC Participants (as defined below).

Shareholders\nmay make inquiries by writing to the Trust, c/o the Distributor, Paralel Distributors LLC, at the address provided herein under\n“Distributor.”

Book\nEntry Only System. DTC Acts as Securities Depository for Shares. Shares are represented by securities registered in the name\nof DTC or its nominee and deposited with, or on behalf of, DTC.

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

Beneficial\nownership of shares is limited to DTC Participants, Indirect Participants, and persons holding interests through DTC Participants\nand Indirect Participants. Ownership of beneficial interests in Shares (owners of such beneficial interests are referred to herein\nas “Beneficial Owners”) is shown on, and the transfer of ownership is effected only through, records maintained by\nDTC (with respect to DTC Participants) and on the records of DTC Participants (with respect to Indirect Participants and Beneficial\nOwners that are not DTC Participants). Beneficial Owners will receive from or through the DTC Participant a written confirmation\nrelating to their purchase and sale of shares.

Conveyance\nof all notices, statements, and other communications to Beneficial Owners is affected as follows. Pursuant to the Depositary Agreement\nbetween the Trust and DTC, DTC is required to make available to the Trust upon request and for a fee to be charged to the Trust\na listing of the shares of the Fund held by each DTC Participant. The Trust shall inquire of each such DTC Participant as to the\nnumber of Beneficial Owners holding shares, directly or indirectly, through such DTC Participant. The Trust shall provide each\nsuch DTC Participant with copies of such notice, statement, or other communication, in such form, number and at such place as\nsuch DTC Participant may reasonably request, in order that such notice, statement or communication may be transmitted by such\nDTC Participant, directly or indirectly, to such Beneficial Owners. In addition, the Trust shall pay to each such DTC Participant\na fair and reasonable amount as reimbursement for the expenses attendant to such transmittal, all subject to applicable statutory\nand regulatory requirements.

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

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

DTC\nmay decide to discontinue providing its service with respect to shares at any time by giving reasonable notice to the Trust and\ndischarging its responsibilities with respect thereto under applicable law. Under such circumstances, the Trust shall take action\nto find a replacement for DTC to perform its functions at a comparable cost.

Proxy\nVoting. The Board has delegated responsibility for decisions regarding proxy voting for securities held by the Fund to the\nAdvisor. The Advisor will vote such proxies in accordance with its proxy policies and procedures, which are included in Appendix\nA of this SAI. The Board will periodically review the Fund’s proxy voting record.

The\nTrust is required to disclose annually the Fund’s complete proxy voting record on Form N-PX covering the period July 1 through\nJune 30 and file it with the SEC no later than August 31. Form N-PX for the Fund is available at no charge upon request by calling\n1-252-972-9922 or by writing to Spinnaker ETF Series, P.O. Box 69, Rocky Mount, NC 27802 or on the Fund’s website at https://www.DLAYetf.com.\nThe Fund’s Form N-PX also is available on the SEC’s website at www.sec.gov.

Portfolio\nHoldings Policy. The Trust has adopted a policy regarding the disclosure of information about the Trust’s portfolio\nholdings. The Fund and its service providers may not receive compensation or any other consideration (which includes any agreement\nto maintain assets in the Fund or in other investment companies or accounts managed by the Advisor or any affiliated person of\nthe Advisor) in connection with the disclosure of portfolio holdings information of the Trust. The Trust’s policy is implemented\nand overseen by the chief compliance officer of the Fund, subject to the oversight of the Board. Periodic reports regarding these\nprocedures will be provided to the Board. The Board must approve all material amendments to this policy. The Fund’s complete\nportfolio holdings are publicly disseminated each day the Fund is open for business through financial reporting and news services,\nincluding publicly accessible Internet web sites. In addition, a basket composition file, which includes the security names and\nshare quantities to deliver in exchange for Shares, together with estimates and actual cash components, is publicly disseminated\ndaily prior to the opening of the Exchange via the National Securities Clearing Corporation (“NSCC”). The basket represents\none Creation Unit of the Fund. The Trust, the Advisor and the Distributor will not disseminate non-public information concerning\nthe Trust.

Codes\nof Ethics. Pursuant to Rule 17j-1 under the 1940 Act, the Board has adopted a Code of Ethics for the Trust and approved Codes\nof Ethics adopted by the Advisor and the Distributor (collectively the “Codes”). The Codes are intended to ensure\nthat the interests of shareholders and other clients are placed ahead of any personal interest, that no undue personal benefit\nis obtained from the person’s employment activities and that actual and potential conflicts of interest are avoided.

The\nCodes apply to the personal investing activities of Trustees and officers of the Trust, the Advisor and the Distributor (“Access\nPersons”). Rule 17j-1 and the Codes are designed to prevent unlawful practices in connection with the purchase or sale of\nsecurities by Access Persons. Under the Codes, Access Persons are permitted to engage in personal securities transactions, but\nare required to report their personal securities transactions for monitoring purposes. The Codes permit personnel subject to the\nCodes to invest in securities, including securities that may be purchased or held by the Fund, subject to certain limitations.\nIn addition, certain Access Persons are required to obtain approval before investing in initial public offerings or private placements.\nThe Codes are on file with the SEC and are available to the public.

CREATION\nAND REDEMPTION OF CREATION UNITS

General.\nThe Fund issues and sells Shares only in Creation Units on a continuous basis through the Distributor or its agent, without a\nsales load, at a price based on the NAV next determined after receipt, on any Business Day (as defined below), of an order received\nby the Distributor or its agent in proper form. A Creation Unit is an aggregation of 10,000 Shares. On days when the Listing Exchange\ncloses earlier than normal, the Fund may require orders to be placed earlier in the day.

In\nits discretion, the Advisor reserves the right to increase or decrease the number of the Fund’s shares that constitute a\nCreation Unit. The Board reserves the right to declare a split or a consolidation in the number of shares outstanding of the Fund,\nand to make a corresponding change in the number of shares constituting a Creation Unit, in the event that the per share price\nin the secondary market rises (or declines) to an amount that falls outside the range deemed desirable by the Board.

A\n“Business Day” with respect to the Fund is any day on which the Exchange on which the Fund is listed for trading is\nopen for business. As of the date of this SAI, each Listing Exchange observes the following holidays, as observed: New Year’s\nDay, Martin Luther King, Jr. Day, Washington’s Birthday, Good Friday, Memorial Day, Juneteenth National Independence Day,\nIndependence Day, Labor Day, Thanksgiving Day, and Christmas Day.

Fund\nDeposit. The consideration for purchase of Creation Units of the Fund generally consists of the in-kind deposit of a designated\nportfolio of securities (Deposit Securities) and the Cash Component computed as described below. Together, the Deposit Securities\nand the Cash Component constitute the “Fund Deposit,” which will be applicable (subject to possible amendment or correction)\nto creation requests received in proper form. The Fund Deposit represents the minimum initial and subsequent investment amount\nfor a Creation Unit of the Fund.

The\n“Cash Component” is an amount equal to the difference between the NAV of the shares (per Creation Unit) and the “Deposit\nAmount,” which is an amount equal to the market value of the Deposit Securities and serves to compensate for any differences\nbetween the NAV per Creation Unit and the Deposit Amount. Payment of any stamp duty or other similar fees and expenses payable\nupon transfer of beneficial ownership of the Deposit Securities are the sole responsibility of the Authorized Participant purchasing\nthe Creation Unit. The Fund generally offers Creation Units partially for cash, but may, in certain circumstances, offer Creation\nUnits solely for cash.

The\nFund makes available through the NSCC on each Business Day prior to the opening of business on the Listing Exchange, the list\nof names and the required number of shares of each Deposit Security and the amount of the Cash Component to be included in the\ncurrent Fund Deposit (based on information as of the end of the previous Business Day for the Fund). Such Fund Deposit is applicable,\nsubject to any adjustments as described below, to purchases of Creation Units of shares of a given fund until such time as the\nnext-announced Fund Deposit is made available.

The\nidentity and number of shares of the Deposit Securities change pursuant to changes in the composition of the Fund’s portfolio\nand as rebalancing adjustments and corporate action events are reflected from time to time by the Advisor with a view to the investment\nobjective of the Fund. The composition of the Deposit Securities may also change in response to adjustments to the weighting or\ncomposition of the component securities constituting the Fund’s portfolio.

The\nFund reserves the right to permit or require the substitution of a “cash in lieu” amount to be added to the Cash Component\nto replace any Deposit Security that may not be available in sufficient quantity for delivery or that may not be eligible for\ntransfer through DTC or the clearing process (as discussed below) or that the Authorized Participant is not able to trade due\nto a trading restriction. The Fund also reserves the right to permit or require a “cash in lieu” amount in certain\ncircumstances, including circumstances in which (i) the delivery of the Deposit Security by the Authorized Participant (as described\nbelow) would be restricted under applicable securities or other local laws or (ii) the delivery of the Deposit Security to the\nAuthorized Participant would result in the disposition of the Deposit Security by the Authorized Participant becoming restricted\nunder applicable securities or other local laws, or in certain other situations.

Cash\nPurchase Method. Although the Fund does not ordinarily permit partial or full cash purchases of Creation Units of the Fund,\nwhen partial or full cash purchases of Creation Units are available or specified (Creation Units of the Fund are generally offered\npartially for cash), they will be effected in essentially the same manner as in-kind purchases thereof. In the case of a partial\nor full cash purchase, the Authorized Participant must pay the cash equivalent of the Deposit Securities it would otherwise be\nrequired to provide through an in-kind purchase, plus the same Cash Component required to be paid by an in-kind purchaser.

Role\nof the Authorized Participant. Creation Units may be purchased only by or through a DTC Participant that has entered into\nan authorized participant agreement with the Distributor (an “Authorized Participant”). Such Authorized Participant\nwill agree, pursuant to the terms of such authorized participant agreement and on behalf of itself or any investor on whose behalf\nit will act, to certain conditions, including that such Authorized Participant will make available in advance of each purchase\nof shares an amount of cash sufficient to pay the Cash Component, once the NAV of a Creation Unit is next determined after receipt\nof the purchase order in proper form, together with the transaction fees described below. An Authorized Participant, acting on\nbehalf of an investor, may require the investor to enter into an agreement with such Authorized Participant with respect to certain\nmatters, including payment of the Cash Component. Investors who are not Authorized Participants must make appropriate arrangements\nwith an Authorized Participant. Investors should be aware that their particular broker may not be a DTC Participant or may not\nhave executed an authorized participant agreement and that orders to purchase Creation Units may have to be placed by the investor’s\nbroker through an Authorized Participant. As a result, purchase orders placed through an Authorized Participant may result in\nadditional charges to such investor. The Fund does not expect to enter into an authorized participant agreement with more than\na small number of DTC Participants. A list of current Authorized Participants may be obtained from the Distributor. The Distributor\nhas adopted guidelines regarding Authorized Participants’ transactions in Creation Units that are made available to all\nAuthorized Participants. These guidelines set forth the processes and standards for Authorized Participants to transact with the\nDistributor and its agents in connection with creation and redemption transactions. In addition, the Distributor may be appointed\nas the proxy of the Authorized Participant and may be granted a power of attorney under its authorized participation agreement.

Purchase\nOrders. To initiate an order for a Creation Unit, an Authorized Participant must submit to the Distributor or its agent an\nirrevocable order to purchase Shares, in proper form, generally before 4:00 p.m., Eastern time on any Business Day to receive\nthat day’s NAV. The Distributor or its agent will notify the Advisor and the custodian of such order. The custodian will\nthen provide such information to any appropriate sub-custodian. Procedures and requirements governing the delivery of the Fund\nDeposit are set forth in the procedures handbook for Authorized Participants and may change from time to time. Investors, other\nthan Authorized Participants, are responsible for making arrangements for a creation request to be made through an Authorized\nParticipant. The Distributor or its agent will provide a list of current Authorized Participants upon request. Those placing orders\nto purchase Creation Units through an Authorized Participant should allow sufficient time to permit proper submission of the purchase\norder to the Distributor or its agent by the Cutoff Time (as defined below) on such Business Day.

The\nAuthorized Participant must also make available on or before the contractual settlement date, by means satisfactory to the Fund,\nimmediately available or same day funds estimated by the Fund to be sufficient to pay the Cash Component next determined after\nacceptance of the purchase order, together with the applicable purchase transaction fees. Any excess funds will be returned following\nsettlement of the issue of the Creation Unit. Those placing orders should ascertain the applicable deadline for cash transfers\nby contacting the operations department of the broker or depositary institution effectuating the transfer of the Cash Component.\nThis deadline is likely to be significantly earlier than the Cutoff Time of the Fund. Investors should be aware that an Authorized\nParticipant may require orders for purchases of shares placed with it to be in the particular form required by the individual\nAuthorized Participant.

In\nconnection with any purchase order, the Authorized Participant is responsible for any and all expenses and costs incurred by the\nFund, including any applicable cash amounts.

Timing\nof Submission of Purchase Orders. An Authorized Participant must submit an irrevocable order to purchase Shares generally\nbefore 4:00 p.m., Eastern time on any Business Day in order to receive that day’s NAV (the “Cutoff Time”). Creation\nOrders must be transmitted by an Authorized Participant by telephone or other transmission method acceptable to the Distributor\nor its agent pursuant to procedures set forth in the authorized participant agreement, as described below. Economic or market\ndisruptions or changes, or telephone or other communication failure, may impede the ability to reach the Distributor or its agent\nor an Authorized Participant. In the case of custom orders, the order must be received by the Distributor no later than one hour\nprior to the Cutoff Time in order to receive that day’s closing NAV per Share. The Distributor or its agent, in their discretion,\nmay permit the submission of such orders and requests by or through an Authorized Participant at any time (including on days on\nwhich the Exchange is not open for business) via communication through the facilities of the Distributor’s or its agent’s\nproprietary website maintained for this purpose. Purchase orders and redemption requests, if accepted by the Fund, will be processed\nbased on the NAV next determined after such acceptance in accordance with the Fund’s Cutoff Times as provided in the authorized\nparticipant agreement and disclosed in this SAI.

Acceptance\nof Orders for Creation Units. Subject to the conditions that (i) an irrevocable purchase order has been submitted by the Authorized\nParticipant (either on its own or another investor’s behalf) and (ii) arrangements satisfactory to the Fund are in place\nfor payment of the Cash Component and any other cash amounts which may be due, the Fund will accept the order, subject to the\nFund’s right (and the right of the Distributor and the Advisor) to reject any order until acceptance, as set forth below.

Once\nthe Fund has accepted an order, upon the next determination of the NAV of the shares, the Fund will confirm the issuance of a\nCreation Unit, against receipt of payment, at such NAV. The Distributor or its agent will then transmit a confirmation of acceptance\nto the Authorized Participant that placed the order.

The\nFund reserves the right to reject or revoke a creation order transmitted to it by the Distributor or their agent if: (i) the order\nis not in proper form; (ii) the investor(s), upon obtaining the shares ordered, would own 80% or more of the currently outstanding\nshares of the Fund; (iii) the Deposit Securities delivered do not conform to the identity and number of shares specified, as described\nabove; (iv) acceptance of the Fund Deposit would, in the opinion of counsel, be unlawful; or (v) circumstances outside the control\nof the Fund, the Distributor or its agent and the Advisor make it impracticable to process purchase orders provided that such\naction does not result in a suspension of sales of Creation Units in contravention of Rule 6c-11 under the 1940 Act and the SEC’s\nposition thereunder. The Distributor or its agent shall notify a prospective purchaser of a Creation Unit and/or the Authorized\nParticipant acting on behalf of such purchaser of its rejection of such order. The Fund, the Custodian, and the Distributor or\nits agent are under no duty, however, to give notification of any defects or irregularities in the delivery of Fund Deposits nor\nshall any of them incur any liability for failure to give such notification.

Issuance\nof a Creation Unit. Except as provided herein, a Creation Unit will not be issued until the transfer of good title to the\nFund of the Deposit Securities and the payment of the Cash Component have been completed. When the sub-custodian has confirmed\nto the custodian that the securities included in the Fund Deposit (or the cash value thereof) have been delivered to the account\nof the relevant sub-custodian or sub-custodians, the Distributor or its agent, and the Advisor shall be notified of such delivery\nand the Fund will issue and cause the delivery of the Creation Unit. Creation Units are generally issued on a “T+1 basis”\n(i.e., one Business Day after trade date). The Fund reserves the right to settle Creation Unit transactions on a basis other than\nT+1, including a longer settlement period, if necessary or appropriate under the circumstances and compliant with applicable law.\nFor example, the Fund reserves the right to settle Creation Unit transactions on a basis other than T+1 in order to accommodate\nholiday schedules, to account for treatment by U.S. markets of dividend record dates and ex-dividend dates, or under certain other\ncircumstances. In addition to holidays, other unforeseeable closings in a market due to emergencies may also prevent the Fund\nfrom settling Creation Unit transactions within the normal settlement period. The securities settlement cycles currently practicable\nfor transferring foreign portfolio securities to redeeming Authorized Participants, coupled with foreign market holiday schedules,\nmay require a delivery process longer than the standard settlement period. Pursuant to SEC rule, the Fund will be required to\ndeliver such foreign portfolio securities in not more than 15 calendar days. The proclamation of new holidays, the treatment by\nmarket participants of certain days as “informal holidays” (e.g., days on which no or limited securities transactions\noccur, as a result of substantially shortened trading hours), the elimination of existing holidays, or changes in securities delivery\npractices, could affect the information set forth herein at some time in the future and longer (worse) settlement periods are\npossible.

To\nthe extent contemplated by an Authorized Participant’s agreement with the Distributor, the Fund will issue Creation Units\nto such Authorized Participant, notwithstanding the fact that the corresponding Fund Deposits have not been received in part or\nin whole, in reliance on the undertaking of the Authorized Participant to deliver the missing Deposit Securities as soon as possible,\nwhich undertaking shall be secured by such Authorized Participant’s delivery and maintenance of collateral having a value\nat least equal to 105% and up to 115%, which percentage the Fund may change at any time, in its sole discretion, of the value\nof the missing Deposit Securities in accordance with the Fund’s then-effective procedures. The Fund may use such cash deposit\nat any time to buy Deposit Securities for the Fund. The only collateral that is acceptable to the Fund is cash in U.S. dollars.\nSuch cash collateral must be delivered no later than 2:00 p.m., Eastern time on the contractual settlement date. The cash collateral\nposted by the Authorized Participant may be invested at the risk of the Authorized Participant, and income, if any, on invested\ncash collateral will be paid to that Authorized Participant. Information concerning the Fund’s current procedures for collateralization\nof missing Deposit Securities is available from the Distributor or its agent. The authorized participant agreement will permit\nthe Fund to buy the missing Deposit Securities at any time and will subject the Authorized Participant to liability for any shortfall\nbetween the cost to the Fund of purchasing such securities and the cash collateral including, without limitation, liability for\nrelated brokerage, borrowings, and other charges.

In\ncertain cases, Authorized Participants may create and redeem Creation Units on the same trade date and in these instances, the\nFund reserves the right to settle these transactions on a net basis or require a representation from the Authorized Participants\nthat the creation and redemption transactions are for separate beneficial owners. All questions as to the number of shares of\neach security in the Deposit Securities and the validity, form, eligibility, and acceptance for deposit of any securities to be\ndelivered shall be determined by the Fund and the Fund’s determination shall be final and binding.

Costs\nAssociated with Creation Transactions. A standard creation transaction fee is imposed to offset the transfer and other transaction\ncosts associated with the issuance of Creation Units. The standard creation transaction fee is charged to the Authorized Participant\non the day such Authorized Participant creates a Creation Unit, and is the same, regardless of the number of Creation Units purchased\nby the Authorized Participant on the applicable Business Day. The Authorized Participant may also be required to cover certain\nbrokerage, tax, foreign exchange, execution, market impact, and other costs and expenses related to the execution of trades resulting\nfrom such transaction (up to the maximum amount shown below). Authorized Participants will also bear the costs of transferring\nthe Deposit Securities to the Fund. Investors who use the services of a broker or other financial intermediary to acquire Fund\nShares may be charged a fee for such services.

In\naddition to the standard transaction fee discussed above, the Fund may charge an additional variable fee (“Variable Fee”)\nfor creations in whole or partial cash to offset brokerage and impact expenses associated with the cash portion of the transaction.\nThe amount of the Variable Fee payable to the Fund by the Authorized Participant is determined by the Advisor based on analysis\nof historical transaction cost data and the Advisor’s views of current market conditions, among other factors. The actual\nVariable Fee charged for a given transaction may be lower or higher than the trading expenses incurred by the Fund with respect\nto the transaction. The total transaction fees charged (i.e., the standard transaction fee plus the Variable Fee) will not exceed\nthe maximum amounts reflected in the table below. From time to time, the Advisor, in its sole discretion, may adjust a Fund’s\ntransaction fees or reimburse an Authorized Participant for all or a portion of the transaction fees. The Advisor may waive the\nstandard creation transaction fee when a Variable Fee is charged.

The\nfollowing table sets forth the Fund’s standard creation transaction fees (as described above):

\n\n \n \n \n\n \n \n \n

	Standard\n Creation \n Transaction Fee¹	Maximum\n Total \n Transaction Fee²
Tuttle\n Capital AI Bottleneck ETF	$250	3.00%

\n\n

^1.

Flat\nfee charged per transaction for one or more Creation Units.

\n\n

^2.

As\na percentage of the net asset value per Creation Unit, inclusive of the Standard Transaction Fee.

Redemption\nof Creation Units. Fund Shares may be redeemed by Authorized Participants only in Creation Units at their NAV next determined\nafter receipt of a redemption request in proper form by the Distributor or its agent and only on a Business Day. The Fund will\nnot redeem shares in amounts less than Creation Units. There can be no assurance, however, that there will be sufficient liquidity\nin the secondary market at any time to permit assembly of a Creation Unit. Investors should expect to incur brokerage and other\ncosts in connection with assembling a sufficient number of shares to constitute a Creation Unit that could be redeemed by an Authorized\nParticipant. Beneficial owners also may sell shares in the secondary market.

The\nFund generally redeems Creation Units partially for cash. Please see the Cash Redemption Method section below and the following\ndiscussion summarizing the in-kind method for further information on redeeming Creation Units of the Fund.

The\nFund makes available through the NSCC, prior to the opening of business on the Listing Exchange on each Business Day, the designated\nportfolio of securities (including any portion of such securities for which cash may be substituted) that will be applicable (subject\nto possible amendment or correction) to redemption requests received in proper form (as defined below) on that day (“Fund\nSecurities”), and an amount of cash (the “Cash Amount,” as described below). Such Fund Securities and the corresponding\nCash Amount (each subject to possible amendment or correction) are applicable, in order to effect redemptions of Creation Units\nof the Fund until such time as the next announced composition of the Fund Securities and Cash Amount is made available. Fund Securities\nreceived on redemption may not be identical to Deposit Securities that are applicable to creations of Creation Units. Procedures\nand requirements governing redemption transactions are set forth in the handbook for Authorized Participants and may change from\ntime to time.

If\nredemptions are not paid in cash, the redemption proceeds for a Creation Unit generally consist of Fund Securities, plus the Cash\nAmount, which is an amount equal to the difference between the NAV of the shares being redeemed, as next determined after the\nreceipt of a redemption request in proper form, and the value of Fund Securities, less a redemption transaction fee (as described\nbelow).

The\nFund may, in its sole discretion, substitute a “cash in lieu” amount to replace any Fund Security. The Fund also reserves\nthe right to permit or require a “cash in lieu” amount in certain circumstances, including circumstances in which:\n(i) the delivery of the Fund Security to the Authorized Participant would be restricted under applicable securities or other local\nlaws; or (ii) the delivery of the Fund Security to the Authorized Participant would result in the disposition of the Fund Security\nby the Authorized Participant due to restrictions under applicable securities or other local laws, or in certain other situations.\nThe amount of cash paid out in such cases will be equivalent to the value of the substituted security listed as the Fund Security.\nIf the Fund Securities have a value greater than the NAV of the shares, a compensating cash payment equal to the difference is\nrequired to be made by or through an Authorized Participant by the redeeming shareholder. The Fund generally redeems Creation\nUnits partially for cash.

Cash\nRedemption Method. Although the Fund does not ordinarily permit partial or full cash redemptions of Creation Units of the\nFund, when partial or full cash redemptions of Creation Units are available or specified (Creation Units of the Fund is generally\nredeemed partially for cash), they will be affected in essentially the same manner as in-kind redemptions thereof. In the case\nof partial or full cash redemption, the Authorized Participant receives the cash equivalent of the Fund Securities it would otherwise\nreceive through an in-kind redemption, plus the same Cash Amount to be paid to an in-kind redeemer.

Costs\nAssociated with Redemption Transactions. A redemption transaction fee is imposed to offset transfer and other transaction\ncosts that may be incurred by the Fund. The standard redemption transaction fee is charged to the Authorized Participant on the\nday such Authorized Participant redeems a Creation Unit and is the same regardless of the number of Creation Units redeemed by\nan Authorized Participant on the applicable Business Day. The Authorized Participant may also be required to cover certain brokerage,\ntax, foreign exchange, execution, market impact, and other costs and expenses related to the execution of trades resulting from\nsuch transaction (up to the maximum amount shown below). Authorized Participants will also bear the costs of transferring the\nFund Securities from the Fund to their account on their order. Investors who use the services of a broker or other financial intermediary\nto dispose of Fund Shares may be charged a fee for such services.

In\naddition to the standard transaction fee discussed above, the Fund may charge an additional variable fee (“Variable Fee”)\nfor redemptions in whole or partial cash to offset brokerage and impact expenses associated with the cash portion of the transaction.\nThe amount of the Variable Fee payable to the Fund by the Authorized Participant is determined by the Advisor based on analysis\nof historical transaction cost data and the Advisor’s views of current market conditions, among other factors. The actual\nVariable Fee charged for a given transaction may be lower or higher than the trading expenses incurred by the Fund with respect\nto the transaction. The total transaction fees charged (i.e., the standard transaction fee plus the Variable Fee) will not exceed\nthe maximum amounts reflected in the table below. From time to time, the Advisor, in its sole discretion, may adjust a Fund’s\ntransaction fees or reimburse an Authorized Participant for all or a portion of the transaction fees. The Advisor may waive the\nstandard creation transaction fee when a Variable Fee is charged.

The\nfollowing table sets forth the Fund’s standard redemption transaction fees (as described above):

\n\n \n \n \n\n \n \n \n

	Standard\n Redemption \n Transaction Fee¹	Maximum\n Total \n Transaction Fee²
Tuttle\n Capital AI Bottleneck ETF	$250	2.00%

\n\n \n \n \n

^1.

Flat fee charged\n per transaction for one or more Creation Units.

\n\n \n \n \n

^2.

As a percentage\n of the net asset value per Creation Unit, inclusive of the Standard Transaction Fee.

Placement\nof Redemption Orders. Redemption requests for Creation Units of the Fund must be submitted to the Distributor by or through\nan Authorized Participant. An Authorized Participant must submit an irrevocable request to redeem shares of the Fund generally\nbefore 4:00 p.m., Eastern time for the Fund on any Business Day in order to receive that day’s NAV. In the case of custom\norders, the order must be received by the Distributor no later than one hour prior to Closing Time in order to receive that day’s\nclosing NAV per Share. On days when the Exchange closes earlier than normal, the Fund may require orders to redeem Creation Units\nto be placed earlier that day. Investors, other than Authorized Participants, are responsible for making arrangements for a redemption\nrequest to be made through an Authorized Participant. The Distributor or its agent will provide a list of current Authorized Participants\nupon request.

The\nAuthorized Participant must transmit the request for redemption in the form required by the Fund to the Distributor or its agent\nin accordance with procedures set forth in the authorized participant agreement. Investors should be aware that their particular\nbroker may not have executed an authorized participant agreement and that, therefore, requests to redeem Creation Units may have\nto be placed by the investor’s broker through an Authorized Participant who has executed an authorized participant agreement.\nAt any time, only a limited number of broker-dealers will have an authorized participant agreement in effect. Investors making\na redemption request should be aware that such request must be in the form specified by such Authorized Participant. Investors\nmaking a request to redeem Creation Units should allow sufficient time to permit proper submission of the request by an Authorized\nParticipant and transfer of the shares to the Fund’s transfer agent; such investors should allow for the additional time\nthat may be required to effect redemptions through their banks, brokers, or other financial intermediaries if such intermediaries\nare not Authorized Participants.

A\nredemption request is considered to be in “proper form” if: (i) an Authorized Participant has transferred or caused\nto be transferred to the Fund’s transfer agent the Creation Unit redeemed through the book-entry system of DTC so as to\nbe effective by the Listing Exchange closing time on any Business Day; (ii) a request in form satisfactory to the Fund is received\nby the Distributor or its agent from the Authorized Participant on behalf of itself or another redeeming investor within the time\nperiods specified above; and (iii) all other procedures set forth in the authorized participant agreement are properly followed.\nIf the transfer agent does not receive the investor’s shares through DTC’s facilities by 10:00 a.m., Eastern time\non the Business Day next following the day that the redemption request is received, the redemption request may be rejected. Investors\nshould be aware that the deadline for such transfers of shares through the DTC system may be significantly earlier than the close\nof business on the Listing Exchange. Those making redemption requests should ascertain the deadline applicable to transfers of\nshares through the DTC system by contacting the operations department of the broker or depositary institution effecting the transfer\nof the shares.

Upon\nreceiving a redemption request, the Distributor or its agent shall notify the applicable Fund and the Fund’s transfer agent\nof such redemption request. The tender of an investor’s shares for redemption and the distribution of the securities and/or\ncash included in the redemption payment made in respect of Creation Units redeemed will be made through DTC and the relevant Authorized\nParticipant to the Beneficial Owner thereof as recorded on the book-entry system of DTC or the DTC Participant through which such\ninvestor holds, as the case may be, or by such other means specified by the Authorized Participant submitting the redemption request.

A\nredeeming Beneficial Owner or Authorized Participant acting on behalf of such Beneficial Owner must maintain appropriate security\narrangements with a qualified broker-dealer, bank or other custody providers in each jurisdiction in which any of the portfolio\nsecurities are customarily traded, to which account such portfolio securities will be delivered.

Deliveries\nof redemption proceeds by the Fund generally will be made within one Business Day (i.e., “T+1”). The Fund reserves\nthe right to settle redemption transactions and deliver redemption proceeds on another basis to accommodate non-U.S. market holiday\nschedules (as discussed in the Regular Holidays section of this SAI), to account for different treatment among non-U.S. and U.S.\nmarkets of dividend record dates and dividend ex-dates (i.e., the last date the holder of a security can sell the security and\nstill receive dividends payable on the security sold) and in certain other circumstances. The Regular Holidays section of this\nSAI identifies the instances, if any, where more than seven days would be needed to deliver redemption proceeds. Pursuant to an\norder of the SEC, the Fund will make delivery of redemption proceeds within the number of days stated in the Regular Holidays\nsection of this SAI, up to a maximum of 14 days.

If\nneither the redeeming Beneficial Owner nor the Authorized Participant acting on behalf of such redeeming Beneficial Owner has\nappropriate arrangements to take delivery of Fund Securities in the applicable non-U.S. jurisdiction and it is not possible to\nmake other such arrangements, or if it is not possible to effect deliveries of Fund Securities in such jurisdiction, the Fund\nmay in its discretion exercise its option to redeem such shares in cash, and the redeeming Beneficial Owner will be required to\nreceive its redemption proceeds in cash. In such case, the investor will receive a cash payment equal to the NAV of its shares\nbased on the NAV of the Fund next determined after the redemption request is received in proper form (minus a redemption transaction\nfee and additional charges specified above to offset the Fund’s brokerage and other transaction costs associated with the\ndisposition of Fund Securities). Redemptions of shares for Fund Securities will be subject to compliance with applicable U.S.\nfederal and state securities laws and the Fund (whether or not it otherwise permits cash redemptions) reserves the right to redeem\nCreation Units for cash to the extent that the Fund cannot lawfully deliver specific Fund Securities upon redemptions or cannot\ndo so without first registering the Fund Securities under such laws.

Although\nthe Fund does not ordinarily permit cash redemptions of Creation Units (except that, as noted above, Creation Units of the Fund\ngenerally will be redeemed partially for cash), in the event that cash redemptions are permitted or required by the Fund, proceeds\nwill be paid to the Authorized Participant redeeming shares as soon as practicable after the date of redemption (within seven\ncalendar days thereafter, except for the instances listed in the Regular Holidays section of this SAI, in which more than seven\ncalendar days would be needed).

To\nthe extent contemplated by an Authorized Participant’s agreement with the Distributor or its agent, in the event an Authorized\nParticipant has submitted a redemption request in proper form but is unable to transfer all or part of the Creation Unit to be\nredeemed to the Fund, at or prior to 10:00 a.m., Eastern time on the Listing Exchange business day after the date of submission\nof such redemption request, the Distributor or its agent will accept the redemption request in reliance on the undertaking by\nthe Authorized Participant to deliver the missing shares as soon as possible. Such undertaking shall be secured by the Authorized\nParticipant’s delivery and maintenance of collateral consisting of cash, in U.S. dollars in immediately available funds,\nhaving a value at least equal to 105% and up to 115%, which percentage the Fund may change at any time, in its sole discretion,\nof the value of the missing shares. Such cash collateral must be delivered no later than 10:00 a.m., Eastern time on the day after\nthe date of submission of such redemption request and shall be held by the Custodian and marked-to-market daily. The fees of the\nCustodian in respect of the delivery, maintenance, and redelivery of the cash collateral shall be payable by the Authorized Participant.\nThe cash collateral posted by the Authorized Participant may be invested at the risk of the Authorized Participant, and income,\nif any, on invested cash collateral will be paid to that Authorized Participant. The authorized participant agreement permits\nthe Fund to acquire Fund Shares at any time and subjects the Authorized Participant to liability for any shortfall between the\naggregate of the cost to the Fund of purchasing such shares, plus the value of the Cash Amount, and the value of the cash collateral\ntogether with liability for related brokerage and other charges.

The\nright of redemption may be suspended or the date of payment postponed with respect to any Fund: (i) for any period during which\nthe Listing Exchange is closed (other than customary weekend and holiday closings); (ii) for any period during which trading on\nthe Listing Exchange is suspended or restricted; (iii) for any period during which an emergency exists as a result of which disposal\nof the shares of the Fund’s portfolio securities or determination of its NAV is not reasonably practicable; or (iv) in such\nother circumstance as is permitted by the SEC.

Taxation\non Creations and Redemptions of Creation Units. An Authorized Participant generally will recognize either gain or loss upon\nthe exchange of Deposit Securities for Creation Units. This gain or loss is calculated by taking the market value of the Creation\nUnits purchased over the Authorized Participant’s aggregate basis in the Deposit Securities exchanged therefore. However,\nthe IRS may apply the wash sales rules to determine that any loss realized upon the exchange of Deposit Securities for Creation\nUnits is not currently deductible. Authorized Participants should consult their own tax advisors.

Current\nU.S. federal income tax laws dictate that capital gain or loss realized from the redemption of Creation Units will generally create\nlong-term capital gain or loss if the Authorized Participant holds the Creation Units for more than one year, or short-term capital\ngain or loss if the Creation Units were held for one year or less, if the Creation Units are held as capital assets.

Regular\nHolidays. For every occurrence of one or more intervening holidays in the applicable foreign market that are not holidays\nobserved in the U.S. equity market, the redemption settlement cycle will be extended by the number of such intervening holidays.\nIn addition to holidays, other unforeseeable closings in a foreign market due to emergencies may also prevent the Trust from delivering\nsecurities within normal settlement period. In no case will the Fund take more than 15 calendar days after the receipt of the\nredemption request to deliver such securities to an Authorized Participant.

The\nsecurities delivery cycles currently practicable for transferring Portfolio Securities to redeeming investors, coupled with foreign\nmarket holiday schedules, will require a delivery process longer than seven calendar days for each the Fund, in certain circumstances.\nThe proclamation of new holidays, the treatment by market participants of certain days as “informal holidays” (e.g.,\ndays on which no or limited securities transactions occur, as a result of substantially shortened trading hours), the elimination\nof existing holidays, or changes in local securities delivery practices, could affect the information set forth herein at some\ntime in the future and longer (worse) redemption periods are possible.

TAXES

The\nFund intends to qualify for and has elected or intends to elect to be treated as a separate regulated investment company (a “RIC”)\nunder Subchapter M of the Internal Revenue Code, as amended (the “Code”). As a RIC, the Fund will not be subject to\nU.S. Federal income tax on the portion of its taxable investment income and capital gains that it distributes to its shareholders.\nTo qualify for treatment as a RIC, the Fund must annually distribute at least 90% of its net investment company taxable income\n(which includes dividends, interest and net short-term capital gains) and meet several other requirements relating to the nature\nof its income and the diversification of its assets. If the Fund fails to qualify for any taxable year as a RIC, all of its taxable\nincome will be subject to tax at regular corporate income tax rates without any deduction for distributions to shareholders, and\nsuch distributions generally will be taxable to shareholders as ordinary dividends to the extent of the Fund’s current and\naccumulated earnings and profits.

The\nFund will be subject to a 4% excise tax on certain undistributed income if it does not distribute to its shareholders in each\ncalendar year at least 98.2% of its ordinary income (taking into account certain deferrals and elections) for the calendar year\nplus 98.2% of its net capital gains for twelve months ended October 31 of such year. The Fund intends to declare and distribute\ndividends and distributions in the amounts and at the times necessary to avoid the application of this 4% excise tax.

As\na result of tax requirements, the Trust on behalf of the Fund has the right to reject an order to purchase Shares if the purchaser\n(or group of purchasers) would, upon obtaining the Shares so ordered, own 80% or more of the outstanding Shares of the Fund and\nif, pursuant to section 351 of the Code, the Fund would have a basis in the Deposit Securities different from the market value\nof such securities on the date of deposit. The Trust also has the right to require information necessary to determine beneficial\nShare ownership for purposes of the 80% determination.

The\nFund may make investments that are subject to special federal income tax rules, such as investments in repurchase agreements,\nmoney market instruments, convertible securities, and structured notes. Those special tax rules can, among other things, affect\nthe timing of income or gain, the treatment of income as capital or ordinary and the treatment of capital gain or loss as long-term\nor short-term. The application of these special rules would therefore also affect the character of distributions made by the Fund.\nThe Fund may need to borrow money or dispose of some of its investments earlier than anticipated in order to meet its distribution\nrequirements.

Certain\nof the Fund’s investments may be subject to special U.S. federal income tax provisions that may, among other things, (i)\ndisallow, suspend or otherwise limit the allowance of certain losses or deductions, (ii) convert lower-taxed long-term capital\ngain into higher-taxed short-term capital gain or ordinary income, (iii) convert an ordinary loss or a deduction into a capital\nloss, the deductibility of which is more limited, (iv) adversely affect when a purchase or sale of stock or securities is deemed\nto occur, (v) adversely alter the intended characterization of certain complex financial transactions (vi) cause the Fund to recognize\nincome or gain without a corresponding receipt of cash, and (vii) produce non-qualifying income for purposes of the income test\nrequired to be satisfied by a RIC. The application of these rules could cause the Fund to be subject to U.S. federal income tax\nor the nondeductible 4% excise tax and, under certain circumstances, could affect the Fund’s status as a RIC. The Fund will\nmonitor their investments and may make certain tax elections in order to mitigate the effect of these provisions.

The\nFund may invest a portion of its net assets in below investment grade instruments. Investments in these types of instruments may\npresent special tax issues for the Fund. U.S. federal income tax rules are not entirely clear about issues such as when the Fund\nmay cease to accrue interest, original issue discount (OID) or market discount, when and to what extent deductions may be taken\nfor bad debts or worthless instruments, how payments received on obligations in default should be allocated between principal\nand income, and whether exchanges of debt obligations in a bankruptcy or workout context are taxable. These and other issues will\nbe addressed by the Fund to the extent necessary in order to seek to ensure that it distributes sufficient income that it does\nnot become subject to U.S. federal income or excise tax.

Under\nSection 988 of the Code, special rules are provided for certain transactions in a foreign currency other than the taxpayer’s\nfunctional currency (i.e., unless certain special rules apply, currencies other than the U.S. dollar). In general, foreign currency\ngains or losses from forward contracts, from futures contracts that are not “regulated futures contracts,” and from\nunlisted options will be treated as ordinary income or loss under Section 988 of the Code. Also, certain foreign exchange gains\nor losses derived with respect to foreign fixed income securities are also subject to Section 988 treatment. In general, therefore,\nSection 988 gains or losses will increase or decrease the amount of the Fund’s investment company taxable income available\nto be distributed to shareholders as ordinary income, rather than increasing or decreasing the amount of the Fund’s net\ncapital gain.

Income\nreceived by the Fund from sources within foreign countries may be subject to withholding and other taxes imposed by such countries.\nTax conventions between certain countries and the U.S. may reduce or eliminate such taxes. If more than 50% of the value of the\nFund’s total assets at the close of its taxable year consists of stock or securities of foreign corporations, or if at least\n50% of the value of the Fund’s total assets at the close of each quarter of its taxable year is represented by interests\nin other RICs, the Fund may elect to “pass through” to its shareholders the amount of foreign taxes paid or deemed\npaid by the Fund. If this election is made, a shareholder generally subject to tax will be required to include in gross income\n(in addition to taxable dividends actually received) its pro rata share of the foreign taxes paid by the Fund, and may be entitled\neither to deduct (as an itemized deduction) his or her pro rata share of foreign taxes in computing his taxable income or to use\nit (subject to limitations) as a foreign tax credit against his or her U.S. federal income tax liability. No deduction for foreign\ntaxes may be claimed by a shareholder who does not itemize deductions. Each shareholder will be notified after the close of the\nFund’s taxable year whether the foreign taxes paid by the Fund will “pass-through” for that year. Various other\nlimitations, including a minimum holding period requirement, apply to limit the credit and/or deduction for foreign taxes for\npurposes of regular federal tax and/or alternative minimum tax.

The\nFund may gain commodity exposure through investment in exchange traded funds that are treated as RICs or “qualified publicly\ntraded partnerships” or grantor trusts for U.S. federal income tax purposes. An exchange traded fund that seeks to qualify\nas a RIC may gain commodity exposure through investment in commodity- linked notes and in subsidiaries that invest in commodity-linked\ninstruments. Although the IRS has issued numerous favorable private letter rulings to certain RICs that gain commodity exposure\nin this manner, such rulings can be relied on only by the taxpayers to whom they are issued. Future IRS guidance (or possibly\nlegislation, other regulatory guidance or court decisions) could limit the ability of an exchange traded fund that qualifies as\na RIC to gain commodity exposure regardless of whether that exchange traded fund previously received a favorable IRS private letter\nruling with respect to such investment activity. Investments by the Fund in “qualified publicly traded partnerships”\nand grantor trusts that engage in commodity trading must be monitored and limited to enable the Fund to satisfy certain asset\ndiversification and qualifying income tests for qualification as a RIC. Failure to satisfy either test would jeopardize the Fund’s\nstatus as a RIC. Loss of such status could materially adversely affect the Fund.

The\nFund or some of the REITs in which the Fund may invest may be permitted to hold residual interests in real estate mortgage investment\nconduits (“REMIC”s). A REIT is not subject to federal income tax on the income and gains it distributes to shareholders.\nDividends paid by a U.S. REIT, other than capital gain distributions, will be taxable as ordinary income up to the amount of the\nU.S. REIT’s current and accumulated earnings and profits. Capital gain dividends paid by a U.S. REIT to the Fund will be\ntreated as long-term capital gains by the Fund and, in turn, may be distributed by the Fund to its shareholders as a capital gain\ndistribution. Because of certain noncash expenses, such as property depreciation, an equity U.S. REIT’s cash flow may exceed\nits taxable income. The equity U.S. REIT, and in turn the Fund, may distribute this excess cash to shareholders in the form of\na return of capital distribution. However, if a U.S. REIT is operated in a manner that fails to qualify as a REIT, an investment\nin the U.S. REIT would become subject to double taxation, meaning the taxable income of the U.S. REIT would be subject to federal\nincome tax at the corporate income tax rate without any deduction for dividends paid to shareholders and the dividends would be\ntaxable to shareholders as ordinary income (or possibly as qualified dividend income) to the extent of the U.S. REIT’s current\nand accumulated earnings and profits.

While\nnon-U.S. REITs often use complex acquisition structures that seek to minimize taxation in the source country, an investment by\nthe Fund in a non-U.S. REIT may subject the Fund, directly or indirectly, to corporate taxes, withholding taxes, transfer taxes\nand other indirect taxes in the country in which the real estate acquired by the non-U.S. REIT is located. The Fund’s pro\nrata share of any such taxes will reduce the Fund’s return on its investment. The Fund’s investment in a non-U.S.\nREIT may be considered an investment in a Passive Foreign Investment Company. Additionally, foreign withholding taxes on distributions\nfrom the non-U.S. REIT may be reduced or eliminated under certain tax treaties. Also, the Fund in certain limited circumstances\nmay be required to file an income tax return in the source country and pay tax on any gain realized from its investment in the\nnon-U.S. REIT under rules similar to those in the United States which tax foreign persons on gain realized from dispositions of\ninterests in U.S. real estate.

Under\na Notice issued by the IRS, the Code and Treasury regulations to be issued, a portion of the Fund’s income from a U.S. REIT\nthat is attributable to the REIT’s residual interest in a REMIC or equity interests in a “taxable mortgage pool”\n(referred to in the Code as an excess inclusion) will be subject to federal income tax in all events. The excess inclusion income\nof a RIC, such as the Fund, will be allocated to shareholders of the RIC in proportion to the dividends received by such shareholders,\nwith the same consequences as if the shareholders held the related REMIC residual interest or, if applicable, taxable mortgage\npool directly.

In\ngeneral, excess inclusion income allocated to shareholders (i) cannot be offset by net operating losses (subject to a limited\nexception for certain thrift institutions), (ii) will constitute unrelated business taxable income (“UBTI”) to entities\n(including qualified pension plans, individual retirement accounts, 401(k) plans, Keogh plans, or other tax-exempt entities) subject\nto tax on UBTI, thereby potentially requiring such an entity that is allocated excess inclusion income, and otherwise might not\nbe required to file a tax return, to file a tax return and pay tax on such income, and (iii) in the case of a foreign stockholder,\nwill not qualify for any reduction in U.S. federal withholding tax.

In\naddition, if at any time during any taxable year a “disqualified organization” (which generally includes certain cooperatives,\ngovernmental entities, and tax-exempt organizations not subject to UBTI) is a record holder of a share in a regulated investment\ncompany, then the regulated investment company will be subject to a tax equal to that portion of its excess inclusion income for\nthe taxable year that is allocable to the disqualified organization, multiplied by the corporate income tax rate. The Notice imposes\ncertain reporting requirements upon RICs that have excess inclusion income. There can be no assurance that the Fund will not allocate\nto shareholders excess inclusion income. These rules are potentially applicable to the Fund with respect to any income it receives\nfrom the equity interests of certain mortgage pooling vehicles, either directly or, as is more likely, through an investment in\na U.S. REIT.

Distributions\nfrom the Fund’s net investment income, including net short-term capital gains, if any, and distributions of income from\nsecurities lending, are taxable as ordinary income. Distributions reinvested in additional Shares of the Fund through the means\nof a dividend reinvestment service will be taxable dividends to Shareholders acquiring such additional Shares to the same extent\nas if such dividends had been received in cash. Distributions of net long-term capital gains, if any, in excess of net short-term\ncapital losses are taxable as long-term capital gains, regardless of how long shareholders have held the Shares.

The\nFund’s net realized capital gains from securities transactions will be distributed only after reducing such gains by the\namount of any available capital loss carryforwards. Capital losses may be carried forward indefinitely and retain the character\nof the original loss. Capital loss carryforwards are available to offset future realized capital gains. To the extent that these\ncarryforwards are used to offset future capital gains, it is probable that the amount offset will not be distributed to shareholders.

Dividends\ndeclared by the Fund in October, November, or December and paid to shareholders of record of such months during the following\nJanuary may be treated as having been received by such shareholders in the year the distributions were declared.

Long-term\ncapital gains tax of non-corporate taxpayers are generally taxed at a maximum rate of either 15% or 20%, depending on whether\nthe taxpayer’s income exceeds certain threshold amounts. In addition, some ordinary dividends declared and paid by the Fund\nto non-corporate shareholders may qualify for taxation at the lower reduced tax rates applicable to long-term capital gains, provided\nthat holding period and other requirements are met by the Fund and the shareholder. The Fund will report to shareholders annually\nthe amounts of dividends received from ordinary income, the amount of distributions received from capital gains and the portion\nof dividends which may qualify for the dividends received deduction. In addition, the Fund will report the amount of dividends\nto non-corporate shareholders eligible for taxation at the lower reduced tax rates applicable to long-term capital gains.

An\nadditional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions\nreceived from the Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates,\nand trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual)\nor “adjusted gross income” (in the case of an estate or trust) exceeds certain threshold amounts.

The\nsale, exchange, or redemption of Shares may give rise to a gain or loss. In general, any gain or loss realized upon a taxable\ndisposition of Shares will be treated as long-term capital gain or loss if the Shares have been held for more than one year. Otherwise,\nthe gain or loss on the taxable disposition of Shares will be treated as short-term capital gain or loss. A loss realized on a\nsale or exchange of Shares of the Fund may be disallowed if other substantially identical Shares are acquired (whether through\nthe automatic reinvestment of dividends or otherwise) within a sixty-one (61) day period beginning thirty (30) days before and\nending thirty (30) days after the date on which the Shares are disposed. In such a case, the basis of the Shares acquired must\nbe adjusted to reflect the disallowed loss. Any loss upon the sale or exchange of Shares held for six (6) months or less is treated\nas long-term capital loss to the extent of any capital gain dividends received by the shareholders (including undistributed capital\ngain included in income). Distribution of ordinary income and capital gains may also be subject to state and local taxes.

Legislation\npassed by Congress requires reporting to you and the IRS annually on Form 1099-B not only the gross proceeds of Fund shares you\nsell or redeem but also their cost basis. Shareholders should contact their intermediaries with respect to reporting of cost basis\nand available elections with respect to their accounts.

If,\nfor any calendar year, the total distributions made exceed the Fund’s current and accumulated earnings and profits, the\nexcess will, for federal income tax purposes, be treated as a tax-free return of capital to each shareholder up to the amount\nof the shareholder’s basis in his or her shares, and thereafter as gain from the sale of shares. The amount treated as a\ntax-free return of capital will reduce the shareholder’s adjusted basis in his or her shares, thereby increasing his or\nher potential gain or reducing his or her potential loss on the subsequent sale of his or her shares.

Distributions\nof ordinary income paid to shareholders who are nonresident aliens or foreign entities (“Foreign Shareholders”) that\nare not effectively connected to the conduct of a trade or business within the U.S. will generally be subject to a 30% U.S. withholding\ntax unless a reduced rate of withholding or a withholding exemption is provided under applicable treaty law. However, Foreign\nShareholders will generally not be subject to U.S. withholding or income tax on gains realized on the sale of Shares or on dividends\nfrom capital gains unless (i) such gain or capital gain dividend is effectively connected with the conduct of a trade or business\nwithin the U.S., or (ii) in the case of a non-corporate shareholder, the shareholder is present in the U.S. for a period or periods\naggregating 183 days or more during the year of the sale or capital gain dividend and certain other conditions are met. Gains\non the sale of Shares and dividends that are effectively connected with the conduct of a trade or business within the U.S. will\ngenerally be subject to U.S. federal net income taxation at regular income tax rates.

The\nFund is not required to withhold any amounts with respect to distributions to foreign shareholders that are properly designated\nby the Fund as “interest-related dividends” or “short-term capital gain dividends,” provided that the\nincome would not be subject to federal income tax if earned directly by the foreign shareholder. However, the Fund may withhold\ntax on these amounts regardless of the fact that it is not required to do so. Nonresident shareholders are urged to consult their\nown tax advisors concerning the applicability of the U.S. withholding tax.

Under\nthe Foreign Investment in Real Property Tax Act of 1980 (“FIRPTA”), a Foreign Shareholder is subject to withholding\ntax in respect of a disposition of a U.S. real property interest and any gain from such disposition is subject to U.S. federal\nincome tax as if such person were a U.S. person. Such gain is sometimes referred to as “FIRPTA gain.” If the Fund\nis a “U.S. real property holding corporation” and is not domestically controlled, any gain realized on the sale or\nexchange of Fund shares by a Foreign Shareholder that owns at any time during the five-year period ending on the date of disposition\nmore than 5% of a class of Fund shares would be FIRPTA gain. The Fund will be a “U.S. real property holding corporation”\nif, in general, 50% or more of the fair market value of its assets consists of U.S. real property interests, including stock of\ncertain U.S. REITs.

The\nCode provides a look-through rule for distributions of FIRPTA gain by a RIC if all of the following requirements are met: (i)\nthe RIC is classified as a “qualified investment entity” (which includes a RIC if, in general more than 50% of the\nRIC’s assets consists of interest in REITs and U.S. real property holding corporations); and (ii) you are a Foreign Shareholder\nthat owns more than 5% of the Fund’s shares at any time during the one-year period ending on the date of the distribution.\nIf these conditions are met, Fund distributions to you to the extent derived from gain from the disposition of a U.S. real property\ninterest, may also be treated as FIRPTA gain and therefore subject to U.S. federal income tax, and requiring that you file a nonresident\nU.S. income tax return. Also, such gain may be subject to a 30% branch profits tax in the hands of a Foreign Shareholder that\nis a corporation. Even if a Foreign Shareholder does not own more than 5% of the Fund’s shares, Fund distributions that\nare attributable to gain from the sale or disposition of a U.S. real property interest will be taxable as ordinary dividends subject\nto withholding at a 30% or lower treaty rate.

Under\nthe Foreign Account Tax Compliance Act (“FATCA”), a 30% withholding tax is imposed on dividends made by the Fund to\ncertain foreign. entities that fail to comply (or be deemed compliant) with extensive reporting and withholding requirements designed\nto inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. After December 31, 2018, FATCA withholding\nalso would have applied to certain capital gain distributions, return of capital distributions and the proceeds arising from the\nsale of shares of the Fund; however, based on proposed regulations issued by the IRS which can be relied on currently, such withholding\nis not required unless final regulations provide otherwise. The Fund may disclose the information that it receives from its shareholders\nto the IRS, non-U.S. taxing authorities or other parties as necessary to comply with FATCA or similar laws. Shareholders may be\nrequested to provide additional information to the Fund to enable the applicable withholding agent to determine whether withholding\nis required.

Non-U.S.\nShareholders may also be subject to U.S. estate tax with respect to their shares of the Fund.

Some\nshareholders may be subject to a withholding tax on distributions of ordinary income, capital gains and any cash received on redemption\nof Creation Units (“backup withholding”). Generally, shareholders subject to backup withholding will be those for\nwhom no certified taxpayer identification number is on file with the Fund or who, to the Fund’s knowledge, have furnished\nan incorrect number. When establishing an account, an investor must certify under penalty of perjury that such number is correct\nand that such investor is not otherwise subject to backup withholding.

The\nforegoing discussion is a summary only and is not intended as a substitute for careful tax planning. Purchasers of Shares should\nconsult their own tax advisors as to the tax consequences of investing in such Shares, including under federal, state, local,\nand other tax laws. Finally, the foregoing discussion is based on applicable provisions of the Code, regulations, judicial authority,\nand administrative interpretations in effect on the date hereof. Changes in applicable authority could materially affect the conclusions\ndiscussed above, possibly retroactively.

The\nFund is required for federal income tax purposes to mark to market and recognize as income for each taxable year its net unrealized\ngains and losses on certain futures contracts as of the end of the year as well as those actually realized during the year. Gain\nor loss from futures and options contracts on broad-based indexes required to be marked to market will be 60% long-term and 40%\nshort-term capital gain or loss. Application of this rule may alter the timing and character of distributions to shareholders.\nThe Fund may be required to defer the recognition of losses on futures contracts, options contracts and swaps to the extent of\nany unrecognized gains on offsetting positions held by the Fund.

In\norder for the Fund to continue to qualify for federal income tax treatment as a RIC, at least 90% of its gross income for a taxable\nyear must be derived from qualifying income, i.e., dividends, interest, income derived from loans or securities, gains from the\nsale of securities or of foreign currencies, or other income derived with respect to the relevant Fund’s business of investing\nin securities (including net income derived from an interest in certain “qualified publicly traded partnerships”).\nIt is anticipated that any net gain realized from the closing out of futures or options contracts will be considered gain from\nthe sale of securities or derived with respect to the Fund’s business of investing in securities and therefore will be qualifying\nincome for purposes of the 90% gross income requirement.

DETERMINATION\nOF NAV

Valuation\nof Shares. The Fund’s NAV is generally calculated as of the close of regular trading hours on the Exchange (currently\n4:00 p.m., Eastern time) on each business day the Exchange is open. Valuation of securities held by the Fund is as follows:

Equity\nInvestments. Equity securities traded on a recognized securities exchange (e.g., the Exchange), on separate trading boards\nof a securities exchange or through a market system that provides contemporaneous transaction pricing information (each, an “Exchange”)\nare valued using information obtained via independent pricing services, generally the closing price on the Exchange on which the\nsecurity is primarily listed, or if an Exchange closing price is not available, the last traded price on that Exchange prior to\nthe time as of which the Fund’s assets or liabilities are valued. However, under certain circumstances, other means of determining\ncurrent market value may be used. If an equity security is traded on more than one Exchange, the current market value of the security\nwhere it is primarily traded generally will be used. In the event that there are no sales involving an equity security held by\nthe Fund on a day on which the Fund values such security, the prior day’s price will be used, unless, in accordance with\nvaluation procedures approved by the Board (the “Valuation Procedures”), the portfolio manager determines in good\nfaith that such prior day’s price no longer reflects the fair value of the security, in which case such asset would be treated\nas a Fair Value Asset (as defined below).

Fixed\nIncome Investments. In accordance with the Valuation Procedures, fixed income securities for which market quotations are readily\navailable are generally valued using such securities’ most recent bid prices provided directly from one or more broker-dealers,\nmarket makers, or independent third-party pricing services, each of which may use matrix pricing and valuation models, as well\nas recent market transactions for the same or similar assets to derive values. The amortized cost method of valuation may be used\nwith respect to debt obligations with 60 days or less remaining to maturity unless the portfolio manager determines in good faith\nthat such method does not represent fair value. Loan participation notes are generally valued at the mean of the last available\nbid prices from one or more brokers or dealers as obtained from independent third-party pricing services. Certain fixed income\ninvestments, including asset-backed and mortgage-related securities, may be valued based on valuation models that consider the\nestimated cash flows of each tranche of the entity, establish a benchmark yield and develop an estimated tranche-specific spread\nto the benchmark yield based on the unique attributes of the tranche. Fixed income securities for which market quotations are\nnot readily available may be valued by third-party pricing services that make a valuation determination by securing transaction\ndata (e.g., recent representative bids), credit quality information, perceived market movements, news, and other relevant information\nand by other methods, which may include consideration of yields or prices of securities of comparable quality, coupon, maturity,\nand type, indications as to values from dealers, and general market conditions.

Options,\nFutures, Swaps and Other Derivatives. Exchange-traded equity options for which market quotations are readily available are\nvalued at the mean of the last bid and ask prices as quoted on the Exchange or the board of trade on which such options are traded.\nIn the event that there is no mean price available for an exchange traded equity option held by the Fund on a day on which the\nFund values such option, the last bid (long positions) or ask (short positions) price, if available, will be used as the value\nof such option. If no such bid or ask price is available on a day on which the Fund values such option, the prior day’s\nprice will be used, unless the Fund determines in good faith that such prior day’s price no longer reflects the fair value\nof the option, in which case such option will be treated as a Fair Value Asset (as defined below). Over-the-counter (“OTC”)\nderivatives may be valued using a mathematical model which may incorporate a number of market data factors. Financial futures\ncontracts and options thereon, which are traded on exchanges, are valued at their settle price as of the close of such exchanges.\nSwap agreements and other derivatives are generally valued daily based upon quotations from market makers or by a pricing service\nin accordance with the Valuation Procedures.

Underlying\nFunds. Shares of underlying ETFs will be valued at their most recent closing price on an Exchange. Shares of underlying mutual\nfunds will be valued at their NAV.

General\nValuation Information. In determining the market value of portfolio investments, the Fund may employ independent third-party\npricing services, which may use, without limitation, a matrix or formula method that takes into consideration market indexes,\nmatrices, yield curves, and other specific adjustments. This may result in the securities being valued at a price different from\nthe price that would have been determined had the matrix or formula method not been used. All cash, receivables and current payables\nare carried on the Fund’s books at their face value.

Prices\nobtained from independent third-party pricing services, broker-dealers or market makers to value the Fund’s securities and\nother assets and liabilities are based on information available at the time the Fund value their assets and liabilities. In the\nevent that a pricing service quotation is revised or updated subsequent to the day on which the Fund valued such security or other\nasset or liability, the revised pricing service quotation generally will be applied prospectively. Such determination will be\nmade considering pertinent facts and circumstances surrounding the revision.

Certain\ntypes of securities, including many fixed income securities, trade infrequently and there may be no current market transactions\nor recent representative bids for such securities. To the extent that prices for such securities are not reflective of current\nmarket transactions or recent representative bids, the Fund will value such securities in good faith in accordance with the Valuation\nProcedures.

In\nthe event that application of the methods of valuation discussed above result in a price for a security which is deemed not to\nbe representative of the fair market value of such security, the security will be valued by, under the direction of or in accordance\nwith a method specified by the Board as reflecting fair value. All other assets and liabilities (including securities for which\nmarket quotations are not readily available) held by the Fund (including restricted securities) are valued at fair value as determined\nin good faith by the fair value designee pursuant to the Valuation Procedures. Any assets and liabilities which are denominated\nin a foreign currency are converted into U.S. dollars using prevailing market rates on the date of valuation as quoted by one\nor more data service providers.

Certain\nof the securities acquired by the Fund may be traded on foreign exchanges or OTC markets on days on which the Fund’s NAV\nis not calculated. In such cases, the NAV of the Fund’s shares may be significantly affected on days when investors can\nneither purchase nor redeem shares of the Fund.

Fair\nValue. When market quotations are not readily available or are believed in good faith by the fair value designee to be unreliable,\nthe Fund’s investments are valued at fair value (“Fair Value Assets”). Fair Value Assets are valued by the fair\nvalue designee in accordance with the Valuation Procedures. A fair value designee may reasonably conclude that a market quotation\nis not readily available or is unreliable if, among other things, a security or other asset or liability does not have a price\nsource due to its lack of trading, if a fair value designee believes in good faith that a market quotation from a broker-dealer\nor other source is unreliable (e.g., where it varies significantly from a recent trade, or no longer reflects the fair value of\nthe security or other asset or liability subsequent to the most recent market quotation), where the security or other asset or\nliability is only thinly traded or due to the occurrence of a significant event subsequent to the most recent market quotation.\nFor this purpose, a “significant event” is deemed to occur if a fair value designee determines, in its reasonable\nbusiness judgment, that an event has occurred after the close of trading for an asset or liability but prior to or at the time\nof pricing the Fund’s assets or liabilities, and that the event is likely to cause a material change to the closing market\nprice of the assets or liabilities held by the Fund. Non-U.S. securities whose values are affected by volatility that occurs in\nU.S. markets for related or highly correlated assets (e.g., American Depositary Receipts, Global Depositary Receipts or ETFs)\non a trading day after the close of non-U.S. securities markets may be fair valued. On any day the Exchange is open and a foreign\nmarket or the primary exchange on which a foreign asset or liability is traded is closed, such asset or liability will be valued\nusing the prior day’s price, provided that a fair value designee is not aware of any significant event or other information\nthat would cause such price to no longer reflect the fair value of the asset or liability, in which case such asset or liability\nwould be treated as a Fair Value Asset.

In\naddition, the Fund’s accounting agent periodically endeavors to confirm the prices it receives from all third-party pricing\nservices, index providers, and broker-dealers, and, with the assistance of a fair value designee, to regularly evaluate the values\nassigned to the securities and other assets and liabilities held by the Fund.

When\ndetermining the price for a Fair Value Asset, the fair value designee will seek to determine the price that the Fund might reasonably\nexpect to receive upon the current sale of that asset or liability in an arm’s-length transaction on the date on which the\nassets or liabilities are being valued, and does not seek to determine the price that the Fund might expect to receive for selling\nthe asset, or the cost of extinguishing a liability, at a later time or if it holds the asset or liability to maturity. Fair value\ndeterminations will be based upon all available factors that the fair value designee deems relevant at the time of the determination\nand may be based on analytical values determined by the Trust using proprietary or third-party valuation models.

Fair\nvalue represents a good faith approximation of the value of an asset or liability. When determining the fair value of an asset,\none or more of a variety of fair valuation methodologies may be used (depending on certain factors, including the asset type).\nFor example, the asset may be priced on the basis of the original cost of the investment or, alternatively, using proprietary\nor third-party models (including models that rely upon direct portfolio management pricing inputs and which reflect the significance\nattributed to the various factors and assumptions being considered). Prices of actual, executed, or historical transactions in\nthe relevant asset and/or liability (or related or comparable assets and/or liabilities) or, where appropriate, an appraisal by\na third-party experienced in the valuation of similar assets and/or liabilities, may also be used as a basis for establishing\nthe fair value of an asset or liability. The fair value of one or more assets or liabilities may not, in retrospect, be the price\nat which those assets or liabilities could have been sold during the period in which the particular fair values were used in determining\nthe Fund’s NAV. As a result, the Fund’s sale or redemption of its shares at NAV, at a time when a holding or holdings\nare valued at fair value, may have the effect of diluting or increasing the economic interest of existing shareholders.

The\nFund’s annual audited financial statements, which are prepared in accordance with accounting principles generally accepted\nin the United States of America (“US GAAP”), follow the requirements for valuation set forth in Financial Accounting\nStandards Board Accounting Standards Codification Topic 820, “Fair Value Measurements and Disclosures” (“ASC\n820”), which defines and establishes a framework for measuring fair value under US GAAP and expands financial statement\ndisclosure requirements relating to fair value measurements. Generally, ASC 820 and other accounting rules applicable to funds\nand various assets in which they invest are evolving. Such changes may adversely affect the Fund. For example, the evolution of\nrules governing the determination of the fair market value of assets or liabilities to the extent such rules become more stringent\nwould tend to increase the cost and/or reduce the availability of third-party determinations of fair market value. This may in\nturn increase the costs associated with selling assets or affect their liquidity due to the Fund’s inability to obtain a\nthird-party determination of fair market value.

DIVIDENDS\nAND DISTRIBUTIONS

General\nPolicies. Dividends from net investment income, if any, are declared and paid on an annual basis for the Fund. Distributions\nof net realized securities gains, if any, generally are declared and paid once a year, but the Trust may make distributions on\na more frequent basis. The Trust reserves the right to declare special distributions if, in its reasonable discretion, such action\nis necessary or advisable to preserve the status of the Fund as a RIC or to avoid imposition of income or excise taxes on undistributed\nincome.

Dividends\nand other distributions on Fund Shares are distributed, as described below, on a pro rata basis to Beneficial Owners of such Shares.\nDividend payments are made through DTC Participants and Indirect Participants to Beneficial Owners then of record with proceeds\nreceived from the relevant Fund.

Dividend\nReinvestment Service. No reinvestment service is provided by the Trust. Broker-dealers may make available the DTC book-entry\nDividend Reinvestment Service for use by Beneficial Owners of the Fund for reinvestment of their dividend distributions. Beneficial\nOwners should contact their broker to determine the availability and costs of the service and the details of participation therein.\nBrokers may require Beneficial Owners to adhere to specific procedures and timetables.

Financial\nStatements

Because\nthe Fund commenced operations on or following the date of this SAI, there are no financial statements for the Fund. You may request\na copy of the Fund’s Annual and Semi-Annual reports, once available, at no charge by calling the Fund at 1-800-773-3863.

Appendix\nA – Proxy Voting Procedures

The\nfollowing proxy voting policies are provided:

\n\n

(1)

The\nAdvisor’s Proxy Voting and Disclosure Policy, including a detailed description of the Advisor’s specific proxy voting\nguidelines.

A-1

Tuttle\nCapital Management, LLC

Proxy\nVoting Policy

TCM,\nas a matter of policy and as a fiduciary obligation to our clients, maintains the responsibility for voting proxies for portfolio\nsecurities held by accounts in which it has discretionary authority unless it delegates such responsibilities to Sub-Advisors.\nTCM’s proxy voting policy must be approved by the Trust(s) Board representatives in connection with registered investment\ncompanies (including TCM ETFs) it manages. (Note: See Form N-PX policy for further information concerning TCM’s obligations\nfor its registered investment company clients.) TCM must adhere to the Board approved proxy voting policy. TCM has more latitude\nin regard to proxy voting for non-fund/non-ETF clients but shall follow the same guidelines herein. TCM has delegated sub-adviser\noversight and proxy voting matters to its CEO or designee (e.g. Trader) with a retrospective review performed by its Brokerage\nCommittee on a quarterly basis. Where TCM is obligated to exercise proxy voting, the Firm policy is to perform this duty consistent\nwith the best economic interests of our clients. TCM’s CEO or designee shall, prior to effectuating a client agreement,\nmake a determination as to the obligation of proxy voting. If the CEO determines that proxy voting is the responsibility of TCM,\nthen the procedures herein shall be followed. In cases where TCM is not obligated to vote proxies, the CEO shall confirm with\nthe client so that both parties have a mutual understanding and, in turn, the CEO will email the CCO as to this fact to have contemporaneous\nsupporting documentation. TCM maintains written policies and procedures as to the handling, research, voting and reporting of\nproxy voting and makes appropriate disclosures about our Adviser’s proxy policies and practices. The Adviser will, at least\nannually, review its Proxy Voting policy and, where necessary, make enhancements based on the results of such review.

Consequently,\nfor clients in which TCM maintains the proxy voting obligations attendant to other registered investment companies or separately\nmanaged account(s) for which TCM is the Adviser or Sub-Adviser, TCM shall adhere to the applicable proxy voting policies in place\nwhether implemented by TCM or the primary investment adviser/sponsor, as may be required. Further, TCM does typically exercise\nthe proxy voting authority for the shares it serves as ETF sub-adviser SMA sub-adviser as the Primary Investment Advisor or SMA\nSponsor is typically obligated to carryout this function.

TCM\nwill approach each corporate proxy statement on a case-by-case basis and may vote a proxy in a manner different from management’s\nrecommendation. In sum, whereupon TCM is responsible for proxy voting (inclusive of issuer proposals, corporate actions, and class\naction lawsuits), the Firm’s CEO will consider both sides of each proxy issue and after appropriate evaluation will cast\nits votes according to the most favorable position.

As\na general principle when responsible for proxy voting for clients and, in particular investment companies, the Adviser shall determine\nhow to vote proxies based on our reasonable judgment of that vote insofar as what is most likely to produce favorable financial\nresults for the clients or shareholders. Proxy votes typically will be cast in favor of proposals that maintain or strengthen\nthe shared interests of shareholders and management, increase shareholder value, maintain or increase shareholder influence over\nthe issuer’s board of directors and management, and maintain or increase the rights of shareholders. Conversely, proxy votes\nwill be cast against proposals having the opposite effect or in circumstances where (i) the cost of voting such proxy exceeds\nthe expected benefit to the client; (ii) if the proxy authorizes a re-registration process imposing trading and transfer restrictions\non the shares, commonly, referred to as “blocking.”

In\nkeeping with its fiduciary obligation, TCM and its CEO may not be influenced by outside sources who have interests which conflict\nwith the interests of the Adviser’s clients when voting proxies for such clients. Accordingly, our policy and procedures\ninclude the responsibility to receive and disclose any potential conflicts of interest and maintaining relevant and required records.

To\nhelp ensure that TCM votes proxies in the best interests of the client, the Adviser has established procedures highlighted by\nguidelines (i.e., best practices) aimed at setting forth practices to be followed by the CEO and to properly deal with a material\nconflict of interest. As an overarching principle, TCM views its obligations to exercise proxy votes on management and shareholder\nproposals at publicly traded companies as a means intended to assist institutional investors in circumstances the underling proposals\nare guided by promoting long-term shareholder value creation and risk mitigation. Public companies which maintain generally strong\ncorporate governance cultures understand these practices should respect shareholder rights and provide appropriate transparency,\ntaking into account relevant laws, customs, and best practice codes of each market and region, as well as the right and responsibility\nof shareholders to make informed voting decisions.

A-2

From\ntime to time, it is possible that CEO will decide (i) to vote shares held in client accounts differently from the vote of another\nclient account holding the same security. Such actions may result from situations where clients are permitted to place reasonable\nrestrictions on TCM’s voting authority in the same manner that they may place such restrictions on the actual selection\nof account securities; or (ii) to abstain from voting on behalf of client account(s) for good reason. For example, in the absence\nof specific voting guidelines from the client, TCM will generally NOT vote proxies. If, however, TCM elects to vote in these instances,\nTCM’s policy is to vote all proxies from a specific issuer the same way for each client absent qualifying restrictions from\na client. TCM may determine to abstain from voting a proxy if the CEO determines doing so is not in the best interest of the client.

In\nconnection with administrative or clerical matters, such as formally issues proxy votes and associated record retention, TCM has\nengaged a third-party service provider to manage such aspects of the Adviser’s proxy voting obligations. For more information\nconcerning the tasks performed by the third-party service provider (or “Proxy Support Vendor”), including retention\nof the Adviser’s proxy voting records, please consult with the designated representative of Proxy Support Vendor.

Procedure

Guidelines.\nThe following guidelines will serve as parameters for the CEO in rendering a proxy vote and, in particular, viewing proposals\nand recommendations from management in a favorable demeanor in comparison to their counterparts who do not exhibit such tendencies:

●

Accountability.\n Corporate Boards should be accountable to shareholders, the owners of the companies,\n by holding regular board elections, by providing sufficient information for shareholders\n to be able to assess directors and board composition, and by providing shareholders with\n the ability to remove directors. Directors should respond to investor input such as that\n expressed through vote results on management and shareholder proposals and other shareholder\n communications. Shareholders should have meaningful rights on structural provisions,\n such as approval of or amendments to the corporate governing documents and a vote on\n takeover defenses. As an example, the Adviser will generally vote against proposals that\n cause board members to become entrenched or cause unequal voting rights.

●

Stewardship.\n A company’s governance, social, and environmental practices should meet or exceed\n the standards of its market regulations and general practices and should take into account\n relevant factors that may impact significantly the company’s long-term value creation.\n Issuers and investors should recognize constructive engagement as both a right and responsibility.\n As an example, the Adviser will generally vote in favor of routine corporate housekeeping\n proposals such as the election of directors and selection of auditors absent conflicts\n of interest raised by an auditor’s non-audit services.

●

Independence.\n Boards should be sufficiently independent so as to ensure that they are able and motivated\n to effectively supervise management’s performance and remuneration, for the benefit\n of all shareholders. Boards should include an effective independent leadership position\n and sufficiently independent committees that focus on key governance concerns such as\n audit, compensation, and the selection and evaluation of directors. The Adviser, for\n example, will tend to vote against a corporation’s board of directors or “management”\n proposal should it include, among others, excessive compensation, unusual management\n stock options, preferential voting and poison pills.

●

Transparency.\n Companies should provide sufficient and timely information that enables shareholders\n to understand key issues, make informed vote decisions, and effectively engage with companies\n on substantive matters that impact shareholders’ long-term interests in the company.\n In reviewing such proposals, the Adviser will further consider the opinion of management\n and the effect on management, and the effect on shareholder value and the issuer’s\n business practices.

A-3

Voting\nBallots and Records. The proxy voting practice itself is initiated at such time the company (or issuer) disseminates the proxy\nvoting ballot (“Ballot”). Once proxy material has been received, it is promptly reviewed by the CEO (in the capacity\nof a CIO or PM) and the issues presented are then evaluated. In most instances, the CEO or designee receives the Ballot from the\ncompany electronically with a request to log into a secured website at which point the proxy voting proposals (e.g., Board elections,\ncorporate governance matters, ratification of an independent registered public accounting firm, etc.) will appear for consideration.\nThe Ballot typically contains voting selections as follows: “For” (in which a vote cast will support the measure),\n“Against” (in which a vote cast will oppose the measure), and “Abstain” (in which no vote is cast). The\nCEO or designee will complete the Ballot and submit it to the company or issuer electronically. Prior to logging out of the website,\nthe CEO will print a PDF version of the screen showing the measures voted upon and the votes recorded. Next, the CEO or designee\nwill email the PDF attachment to the CCO who, in turn, will update the “Proxy Voting Log” (or “Log”) with\nthe requisite information on a periodic basis as part of the Brokerage Committee’s retrospective review duties.

Disclosure/Client\nRequests for Information. TCM will provide conspicuously displayed information in its Disclosure Document and website (i.e.,\nfor the adviser) summarizing this proxy voting policy and procedures, including a statement that clients may request information\nregarding how TCM voted a client’s proxies, and that clients may request a copy of these policies and procedures. Upon receiving\nsuch requests, the CCO shall forward the most current version of the Proxy Voting Policy herein and Proxy Voting Log via email\nor regular mail to the requestor. The requestor shall receive the proxy voting information free of charge, which also should be\ndisclosed on the website and disclosure documents.

Conflicts\nof Interest. TCM and, more specifically the CEO (in the capacity of a CIO/PM) will identify any conflicts that exist between\nthe interests of the Adviser and the client by reviewing the relationship of TCM with the issuer of each security to determine\nif TCM or any of its Supervised Persons has any financial, business or personal relationship with the issuer. If a material conflict\nof interest exists, the CEO or designee will request that the CCO to advise whether it is appropriate to disclose the conflict\nto the affected clients, to give the clients an opportunity to vote the proxies themselves, or to address the voting issue through\nother objective means, such as, voting in a manner consistent with a predetermined voting guidelines (see above) or receiving\nan independent third party voting recommendation. TCM will maintain a record of the voting resolution of any conflict of interest\nin the aforementioned Proxy Voting Log.

Recordkeeping.\nTCM shall retain the following proxy voting records in a format and retention period as set forth in the Recordkeeping guidelines\nset forth in this Manual:

\n\n

●

These\n policies and procedures and any amendments thereto;

●

Each\n proxy statement (which shall be maintained on the Adviser’s website or alternatively\n the Adviser’s website shall include instructions for investors to obtain the proxy\n voting records)

\n\n

●

Proxy\n Analysis Report, if applicable;

●

Record\n of each vote cast or abstention (or “Ballot”) in a manner prescribed by the\n Proxy Voting Form (see below). The CEO will direct the vote of proxies (including corporate\n actions and class action lawsuits) for which TCM is the primary investment adviser. In\n such instances, the CEO or designee shall enter the information required to complete\n the Proxy Voting Form which, too, will be used to memorialize proxy voting records in\n accordance with the Advisers Act;

●

Documentation,\n if any, created that was material to making a decision how to vote proxies, or that memorializes\n that decision including periodic reports to the CCO, if applicable.

\n\n

●

Clerical\n or administrative records generated on behalf of the Adviser by the Proxy Support Vendor.

\n\n

●

Form\n N-PX (if not maintained by the Trust/Trust CCO)

Responsibility

CEO

A-4

File\nNos. 333-215942 and 811-22398

SPINNAKER\nETF SERIES

PART\nC

OTHER\nINFORMATION

ITEM\n 28.

Exhibits

\n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n

(a)	Amended\n and Restated Declaration of Trust dated\n March 1, 2018 (“Trust Instrument”), is incorporated herein by reference to Post-Effective Amendment No. 161 to\n Registrant’s registration statement on Form N-1A (“Registration Statement”) filed on July 29, 2026.

(b)	By-Laws\n adopted March 1, 2018 are incorporated herein by\n reference to Post-Effective Amendment No. 161 to the Registration Statement filed on July 29, 2026.

(c)	Articles\n III and V of the Trust Instrument define\n the rights of holders of the securities being registered and are incorporated herein by reference to Post-Effective Amendment\n No. 161 to the Registration Statement filed on July 29, 2026.

(d)(1)(i)	Investment\n Advisory Agreement dated December 21,\n 2016, between the Registrant and OBP Capital, LLC, as investment advisor for the UVA Unconstrained Medium-Term Fixed Income\n ETF, is incorporated herein by reference to Pre-Effective Amendment No. 2 to Registration Statement filed on June 23, 2017.

(d)(1)(ii)	Amended\n and Restated Appendix A dated October\n 25, 2021, to Investment Advisory Agreement between the Registrant and OBP Capital, LLC, as investment advisor for the UVA\n Unconstrained Medium-Term Fixed Income ETF, is incorporated by reference to Post-Effective Amendment No. 68 to Registration\n Statement filed on October 26, 2021.

(d)(2)	Investment\n Advisory Agreement dated December 19,\n 2022, between the Registrant and Langar Investment Management, LLC, as investment advisor for the Langar Global HealthTech\n ETF is incorporated herein by reference to Post-Effective Amendment No. 112 to the Registration Statement filed on September\n 27, 2024.

(d)(3)	Investment\n Advisory Agreement dated September 14,\n 2023, between the Registrant and Tuttle Capital Management, LLC, as investment advisor for the Tuttle Capital Inverse ESG\n ETF is incorporated herein by reference to Post-Effective Amendment No. 96 to the Registration Statement filed on April 16,\n 2024.

(d)(4)	Investment\n Advisory Agreement dated November 16,\n 2023, between the Registrant and Split Rock Private Trading and Wealth Management, LLC, investment advisor for the North Shore\n Equity Rotation ETF is incorporated herein by reference to Post-Effective Amendment No. 92 to the Registration Statement filed\n on March 18, 2024.

(d)(5)	Investment\n Advisory Agreement dated November 16,\n 2023, between the Registrant and Obra Fund Management, LLC, as investment advisor for the Obra Opportunistic Structured Products\n ETF, Obra High Grade Structured Products ETF, and the Obra Defensive High Yield ETF is incorporated herein by reference\n to Post-Effective Amendment No. 125 to the Registration Statement filed on January 6, 2025.

(d)(6)	Investment\n Advisory Agreement dated March 14, 2024,\n between the Registrant and OBP Capital, LLC, as investment advisor for the Genter Capital Taxable Quality Intermediate ETF\n and the Genter Capital Municipal Quality Intermediate ETF is incorporated herein by reference to Post-Effective Amendment\n No. 98 to the Registration Statement filed on May 10, 2024.

\n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n

(d)(7)	Investment\n Sub-Advisory Agreement dated July 11,\n 2017, between the Registrant, OBP Capital, LLC and Ancora West Advisors, LLC dba Universal Value Advisors, as sub-advisor\n for the UVA Unconstrained Medium-Term Fixed Income ETF, is incorporated herein by reference to Pre-Effective Amendment No.\n 3 to the Registration Statement filed on August 16, 2017.

(d)(8)	Investment\n Advisory Agreement dated September 12,\n 2024, between the Registrant and Tuttle Capital Management, LLC, as investment advisor for the Select^TM STOXX^®\nEurope Aerospace & Defense ETF is incorporated herein by reference to Post-Effective Amendment No. 112 to the Registration\n Statement filed on September 27, 2024.

(d)(9)	Investment\n Sub-Advisory Agreement dated March 14,\n 2024, between the Registrant, OBP Capital, LLC and RNC Capital Management, LLC dba Genter Capital Management, as sub-advisor\n for the Genter Capital Taxable Quality Intermediate ETF and the Genter Capital Municipal Quality Intermediate ETF is incorporated\n herein by reference to Post-Effective Amendment No. 98 to the Registration Statement filed on May 10, 2024.

(d)(10)	Investment\n Advisory Agreement dated September 14,\n 2023, between the Registrant and Indexperts, LLC, as investment advisor for the Indexperts Gorilla Aggressive Growth ETF,\n the Indexperts Quality Earnings Focused ETF, and the Indexperts Yield Focused Fixed Income ETF is incorporated\n herein by reference to Post-Effective Amendment No. 126 to the Registration Statement filed on April 30, 2025.

(d)(11)	Investment\n Advisory Agreement dated December 12,\n 2024, between the Registrant and OBP Capital, LLC, as investment advisor for the Genter Capital Dividend Income ETF and the\n Genter Capital International Dividend ETF is incorporated herein by reference to Post-Effective Amendment No. 125 to the Registration\n Statement filed on January 6, 2025.

(d)(12)	Investment\n Sub-Advisory Agreement dated December\n 12, 2024, between OBP Capital, LLC and RNC Capital Management, LLC dba Genter Capital Management, as sub-advisor\n for the Genter Capital Dividend Income ETF and the Genter Capital International Dividend ETF is incorporated herein by reference\n to Post-Effective Amendment No. 125 to the Registration Statement filed on January 6, 2025.

(d)(13)	Investment\n Advisory Agreement dated June 12, 2025,\n between the Registrant and Warren Capital Management, Inc. d/b/a Warren Capital Group, as investment advisor for the WarCap\n Unconstrained Equity ETF, is incorporated herein by reference to Post-Effective Amendment No. 137 to the Registration Statement\n filed on September 8, 2025.

(d)(14)	Investment Advisory Agreement dated October 8, 2026, between the Registrant and Tuttle Capital Management LLC, as investment advisor\n for the Tuttle Capital AI Bottleneck ETF is filed herewith.

(d)(15)	Investment\n Advisory Agreement between the Registrant and Tuttle Capital Management LLC, as investment advisor for the Tuttle Capital\n Longevity & Healthspan ETF to be filed by amendment.

(d)(16)	Investment\n Advisory Agreement between the Registrant and Tuttle Capital Management LLC, as investment advisor for the Tuttle Capital\n Trifecta AI ETF to be filed by amendment.

(d)(17)	Investment\n Advisory Agreement between the Registrant and Tuttle Capital Management LLC, as investment advisor for the Tuttle Capital\n Situational Awareness Tracker ETF to be filed by amendment.

(e)(1)	Distribution\n Agreement dated May 28, 2026, between\n the Registrant and Paralel Distributors LLC, as distributor for each series of the Registrant, is incorporated herein by reference\n to Post-Effective Amendment No. 158 filed on July 1, 2026.

\n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n

(e)(1)(i)	Amended and Restated Exhibit A dated October 8, 2026 to Distribution Agreement dated May 28, 2026, between the Registrant and Paralel\n Distributors LLC, as distributor for each series of the Registrant, is filed herewith.

(f)	Not\n Applicable.

\n (g)(1)(i)	Custody\n Agreement dated April 28, 2022, between\n the Registrant and UMB Bank, n.a. as the custodian for each series of the Registrant, is incorporated herein by reference\n to Post-Effective Amendment No. 70 to the Registration Statement filed on June 28, 2022.

(g)(1)(ii)	Amended and Restated Appendix B dated October 8, 2026 to Custody Agreement dated April 28, 2022, between the Registrant and UMB\n Bank, n.a. as the custodian for each series of the Registrant, is filed herewith.

\n (h)(1)(i)	Fund\n Accounting and Administration Service Agreement dated\n December 18, 2018, as amended March 16, 2023, between the Registrant and The Nottingham Company, as fund accountant and administrator\n for each series of the Registrant is incorporated herein by reference to Post-Effective Amendment No. 75 to the Registration\n Statement filed on April 3, 2023.

(h)(1)(ii)	Amended and Restated Appendix A to the Fund Accounting and Administration Service Agreement between the Registrant and The Nottingham\n Company, as fund accountant and administrator for each series of the Registrant is filed herewith.

(h)(2)(i)	Dividend\n Disbursing and Transfer Agent Agreement dated\n June 11, 2019, between the Registrant and Nottingham Shareholder Services, LLC, as transfer agent and dividend disbursing\n agent for each series of the Registrant is incorporated herein by reference to Post-Effective Amendment No. 50 to the Registration\n Statement filed on December 16, 2020.

(h)(2)(ii)	Amended and Restated Schedule 1 dated October 8, 2026 to Dividend Disbursing and Transfer Agent Agreement dated June 11, 2019,\n between the Registrant and Nottingham Shareholder Services, LLC, as transfer agent and dividend disbursing agent for each\n series of Registrant is filed herewith.

(h)(3)	Expense\n Limitation Agreement dated November 1,\n 2024 between the Registrant and Universal Value Advisors for the UVA Unconstrained Medium-Term Fixed Income ETF is incorporated\n herein by reference to Post-Effective Amendment No. 116 to the Registration Statement filed on October 28, 2024.

(h)(4)	Expense\n Limitation Agreement dated March 14, 2024,\n between the Registrant and Split Rock Private Trading and Wealth Management, LLC for the North Shore Equity Rotation ETF is\n incorporated herein by reference to Post-Effective Amendment No. 93 to the Registration Statement filed on March 26, 2024.

(h)(5)	Expense\n Limitation Agreement dated March 14, 2024,\n between the Registrant and Obra Fund Management, LLC for the Obra Opportunistic Structured Products ETF, Obra High Grade Structured\n Products ETF, and Obra Defensive High Yield ETF is incorporated herein by reference to Post-Effective Amendment No. 122 to\n the Registration Statement filed on December 17, 2024.

(h)(6)	Expense\n Limitation Agreement dated March 14, 2024,\n between the Registrant and Tuttle Capital Management, LLC for the Tuttle Capital Inverse ESG ETF is incorporated herein by\n reference to Post-Effective Amendment No. 98 to the Registration Statement filed on May 10, 2024.

\n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n

(h)(7)	Sublicense\n Agreement dated September 25, 2024 between Tuttle Asset Management, LLC and Select STOXX Europe Aerospace & Defense\n ETF is incorporated herein by reference to Post-Effective Amendment No. 112 to the Registration Statement filed on September\n 27, 2024.

(h)(8)	Expense\n Limitation Agreement dated June 12, 2025, between the Registrant and Warren Capital Management, Inc. d/b/a Warren Capital\n Group for the WarCap Unconstrained Equity ETF is incorporated herein by reference to Post-Effective Amendment No. 137 to the\n Registration Statement filed on September 8, 2025.

(h)(9)	Services\n Agreement dated October 22, 2026, between the Registrant, on behalf of each series of the Trust, and PINE Advisors, LLC,\n is incorporated herein by reference to Post-Effective Amendment No. 178 to the Registration Statement filed on October 28,\n 2026.

(i)	Opinion of Counsel is filed herewith.

(j)	Not\n applicable.

(k)	Not\n applicable.

(l)	Not\n applicable.

(m)	Not\n applicable.

(n)	Not\n applicable.

(o)	Reserved.

(p)(1)	Code\n of Ethics for the Registrant is incorporated\n herein by reference to Post-Effective Amendment No. 44 to the Registration Statement filed on June 26, 2020.

(p)(2)	Code\n of Ethics for OBP Capital, LLC is incorporated\n by reference to Post-Effective Amendment No. 68 to Registration Statement filed on October 26, 2021.

(p)(3)	Code\n of Ethics for Universal Value Advisors\n is incorporated herein by reference to Post-Effective Amendment No. 116 to the Registration Statement filed on October 28,\n 2024.

(p)(4)	Code\n of Ethics for Langar Investment Management,\n LLC is incorporated herein by reference to Post-Effective Amendment No. 83 to the Registration Statement filed on December\n 15, 2023.

(p)(5)	Code\n of Ethics for Paralel Distributors LLC\n is incorporated herein by reference to Post-Effective Amendment No. 158 to the Registration Statement filed on July 1, 2026.

(p)(6)	Code\n of Ethics for Tuttle Capital Management,\n LLC is incorporated herein by reference to Post-Effective Amendment No. 140 to the Registration Statement filed on December\n 29, 2025.

(p)(7)	Code\n of Ethics for Split Rock Private Trading\n and Wealth Management LLC is incorporated herein by reference to Post-Effective Amendment No. 92 to the Registration Statement\n filed on March 18, 2024.

(p)(8)	Code\n of Ethics for Obra Fund Management, LLC\n is incorporated herein by reference to Post-Effective Amendment No. 162 to the Registration Statement filed on July 29, 2026.

(p)(9)	Code\n of Ethics for RNC Capital Management,\n LLC dba Genter Capital Management is incorporated herein by reference to Post-Effective Amendment No. 98 to the Registration\n Statement filed on May 10, 2024.

(p)(10)	Code\n of Ethics for Indexperts, LLC is incorporated\n herein by reference to Post-Effective Amendment No. 121 to the Registration Statement filed on November 22, 2024.

\n\n \n \n\n \n \n\n \n \n

(p)(11)	Code\n of Ethics for Warren Capital Management,\n Inc. d/b/a Warren Capital Group is incorporated herein by reference to Post-Effective Amendment No. 137 to the Registration\n Statement filed on September 8, 2025.

(q)(1)	Powers\n of Attorney dated December 17, 2019, for\n the Registrant, Jesse S. Eberdt, III, Thomas R. Galloway and Katherine M. Honey are incorporated herein by reference to Post-Effective\n Amendment No. 31 to the Registration Statement filed on January 8, 2020.

ITEM\n 29.

Persons\n Controlled by or Under Common Control with the Registrant

No\nperson is controlled by or under common control with the Registrant.

ITEM\n 30.

Indemnification

Under\nDelaware law, Section 3817 of the Treatment of Delaware Statutory Trusts empowers Delaware business trusts to indemnify and hold\nharmless any trustee or beneficial owner or other person from and against any and all claims and demands whatsoever, subject to\nsuch standards and restrictions as may be set forth in the governing instrument of the business trust. The Registrant’s\nTrust Instrument contains the following provisions:

Article\nVII. Section 2. Indemnification and Limitation of Liability.

(a)\nTo the fullest extent that limitations on the liability of Trustees and officers are permitted by the DSTA, the officers and Trustees\nshall not be responsible or liable in any event for any act or omission of: any agent or employee of the Trust; any Investment\nAdviser or Principal Underwriter of the Trust; or with respect to each Trustee and officer, the act or omission of any other Trustee\nor officer, respectively. The Trust, out of the Trust Property, shall indemnify and hold harmless each and every officer and Trustee\nfrom and against any and all claims and demands whatsoever arising out of or related to such officer's or Trustee's performance\nof his or her duties as an officer or Trustee of the Trust. This limitation on liability applies to events occurring at the time\na Person serves as a Trustee or officer of the Trust whether or not such Person is a Trustee or officer at the time of any proceeding\nin which liability is asserted. Nothing herein contained shall indemnify, hold harmless or protect any officer or Trustee from\nor against any liability to the Trust or any Shareholder to which such Person would otherwise be subject by reason of willful\nmisfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Person's office.

(b)\nEvery note, bond, contract, instrument, certificate or undertaking and every other act or document whatsoever issued, executed\nor done by or on behalf of the Trust, the officers or the Trustees or any of them in connection with the Trust shall be conclusively\ndeemed to have been issued, executed or done only in such Person's capacity as Trustee and/or as officer, and such Trustee or\nofficer, as applicable, shall not be personally liable therefor, except as described in the last sentence of the first paragraph\nof this Section 2 of this Article VIII

In\naddition, the Registrant has entered into the following agreements: Investment Advisory Agreement, Investment Sub-Advisory Agreements,\nand Distribution Agreement. These agreements provide indemnification for those entities and their respective affiliates. Certain\npersonnel of the Advisor, Distributor and Administrator may serve as trustees and/or officers of the Trust.

Insofar\nas indemnification for liabilities arising under the Securities Act of 1933, as amended (“Securities Act”), may be\npermitted to trustees, officers and controlling persons of the Registrant by the Registrant pursuant to the Trust Instrument or\notherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission, such indemnification is against\npublic policy as expressed in the Securities Act and, therefore, is unenforceable. In the event that a claim for indemnification\nagainst such liabilities (other than the payment by the Registrant of expenses incurred or paid by trustees, officers or controlling\npersons of the Registrant in connection with the successful defense of any act, suit or proceeding) is asserted by such trustees,\nofficers or controlling persons in connection with the shares being registered, the Registrant will, unless in the opinion of\nits counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether\nsuch indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication\nof such issues.

ITEM\n 31.

Business\n and other Connections of the Investment Advisor

(a) \nOBP Capital, LLC serves as the investment adviser to the UVA Unconstrained Medium-Term Fixed Income ETF, Genter Capital Taxable\nQuality Intermediate ETF, Genter Capital Municipal Quality Intermediate ETF, Genter Capital Dividend Income ETF, and Genter Capital\nInternational Dividend ETF. The information required by this Item 31 regarding any other business, profession, vocation or employment\nof a substantial nature engaged in by OBP Capital, LLC and its directors, officers or partners during the past two years is included\nin OBP Capital, LLC’s Form ADV filed with the SEC (File No. 801-80213) and is incorporated herein by reference.

(b) \nAncora West Advisors, LLC dba Universal Value Advisors serves as the investment sub-adviser to the UVA Unconstrained Medium-Term\nFixed Income ETF. The information required by this Item 31 regarding any other business, profession, vocation or employment of\na substantial nature engaged in by Universal Value Advisors and its directors, officers or partners during the past two years\nis included in Universal Value Advisors’ Form ADV filed with the SEC (File No. 801-108879) and is incorporated herein by\nreference.

(c) \nLangar Investment Management, LLC serves as investment advisor for the Langar Global HealthTech ETF. The information required\nby this Item 31 regarding any other business, profession, vocation or employment of a substantial nature engaged in by Langar\nInvestment Management, LLC and its directors, officers or partners during the past two years is included in Langar Investment\nManagement, LLC’s Form ADV filed with the SEC (File No. 801-129148) and is incorporated herein by reference.

(d) \nTuttle Capital Management, LLC serves as investment advisor for the Tuttle Capital Inverse ESG ETF, Select STOXX Europe Aerospace\n& Defense ETF, and Tuttle Capital AI Bottleneck ETF. The information required by this Item 31 regarding any other business,\nprofession, vocation or employment of a substantial nature engaged in by Tuttle Capital Management, LLC and its directors, officers\nor partners during the past two years is included in Tuttle Capital Management, LLC’s Form ADV filed with the SEC (File\nNo. 801-76982) and is incorporated herein by reference.

(e) \nSplit Rock Private Trading and Wealth Management LLC serves as investment advisor for the North Shore Equity Rotation ETF. The\ninformation required by this Item 31 regarding any other business, profession, vocation or employment of a substantial nature\nengaged in by Split Rock Private Trading and Wealth Management, LLC and its directors, officers or partners during the past two\nyears is included in Split Rock Private Trading and Wealth Management LLC’s Form ADV filed with the SEC (File No. 801-119587)\nand is incorporated herein by reference.

(f) \nObra Fund Management, LLC serves as investment advisor for the Obra Opportunistic Structured Products ETF, the Obra High Grade\nStructured Products ETF, and the Obra Defensive High Yield ETF. The information required by this Item 31 regarding any other business,\nprofession, vocation or employment of a substantial nature engaged in by Obra Fund Management, LLC and its directors, officers\nor partners during the past two years is included in Obra Fund Management, LLC’s Form ADV filed with the SEC (File No. 801-129207)\nand is incorporated herein by reference.

(g) \nRNC Capital Management, LLC dba Genter Capital Management serves as investment sub-advisor for the Genter Capital Taxable Quality\nIntermediate ETF, Genter Capital Municipal Quality Intermediate ETF, Genter Capital Dividend Income ETF, and Genter Capital International\nDividend ETF. The information required by this Item 31 regarding any other business, profession, vocation or employment of a substantial\nnature engaged in by Genter Capital Management and its directors, officers or partners during the past two years is included in\nGenter Capital Management’s Form ADV filed with the SEC (File No. 801-55484) and is incorporated herein by reference.

(h) \nIndexperts, LLC serves as investment sub-advisor for the Indexperts Gorilla Aggressive Growth ETF, the Indexperts Quality Earnings\nFocused ETF, and the Indexperts Yield Focused Fixed Income ETF. The information required by this Item 31 regarding any other business,\nprofession, vocation or employment of a substantial nature engaged in by Indexperts, LLC and its directors, officers or partners\nduring the past two years is included in Indexperts, LLC’s Form ADV filed with the SEC (File No. 801-121667) and is incorporated\nherein by reference.

(i) \nWarren Capital Management, Inc. d/b/a Warren Capital Group serves as advisor for the WarCap Unconstrained Equity ETF. The information\nrequired by this Item 31 regarding any other business, profession, vocation or employment of a substantial nature engaged in by\nWarren Capital Management, Inc. d/b/a Warren Capital Group and its directors, officers or partners during the past two years is\nincluded in Warren Capital Management, Inc. d/b/a Warren Capital Group’s Form ADV filed with the SEC (File No. 801-121205)\nand is incorporated herein by reference.

ITEM\n 32.

Principal\n Underwriter

(a) \nParalel Distributors LLC is underwriter and distributor for the Registrant, Starboard Investment\nTrust, Amana Mutual Funds Trust (3 series), Collaborative Investment Series Trust (7 series); Reaves Utility Income Fund (ATM\nOffering), Cullen Funds (6 series), Elevation Series Trust (38 series); Coller Secondaries Private Equity Opportunities Fund,\nColler Private Credit Secondaries Fund; HarbourVest Private Investments Fund; Shelton Funds (1 series), PFS Funds (5 series),\nAzzad Funds Trust (2 series), Pre-IPO and Growth Fund, Corgi ETF Trust I (2 series), Corgi ETF Trust II (37 series), Spend Life\nWisely Funds Investment Trust (2 series), Octagon XAI CLO Income Fund, and XAI Octagon Floating Rate & Alternative Income\nTrust (ATM Offering).

(b) \nSet forth below is information concerning each director and officer of the Distributor. The principal business address of the\nDistributor and each such person is 1700 Broadway, Suite 2100, Denver, CO 80290.

\n\n \n \n \n\n \n \n \n\n \n \n \n\n \n \n \n\n \n \n \n

(1) \n	(2)	(3)
Name \n	Position\n and Offices \n \n With\n Underwriter \n	Positions\n and Offices \n \n with\nRegistrant
Brad\n Swenson	President,\n Chief Compliance Officer, FINOP	None
Jeremy\n May	Chief\n Executive Officer	None
Christopher\n Moore	General\n Counsel	None

ITEM\n 33.

Location\n of Accounts and Records

\n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n

(a)	The\n Registrant maintains accounts, books and other documents required by Section 31(a)\n of the 1940 Act and the rules thereunder (“Records”) at the offices of The Nottingham Company, 116 S. Franklin\n Street, Rocky Mount, NC 27804.

(b)	Universal\n Value Advisors maintains all Records relating to its services as investment sub-adviser to UVA Unconstrained Medium-Term Fixed\n Income ETF at 1 E. Liberty Street, Suite 406, Reno, NV 89501.

(c)	Langar\n Investment Management, LLC maintains all Records relating to its services as investment adviser to the Langar Global HealthTech\n ETF at 13346 Marigold Way, San Diego, California, 92130.

(d)	Tuttle\n Capital Management, LLC maintains all Records relating to its services as investment adviser to the Tuttle Capital Inverse\n ESG ETF, Select STOXX Europe Aerospace & Defense ETF, and Tuttle Capital AI Bottleneck ETF at 155 Lockwood Road, Riverside,\n Connecticut 06878.

(e)	UMB\n Bank, n.a. maintains all Records relating to its service as the custodian for each series of the Registrant at its offices\n located at 928 Grand Boulevard, 5^th Floor, Kansas City, Missouri 64106.

(f)	The\nNottingham Company maintains all Records related to its services as administrator and fund accountant to the Registrant on behalf\nof each series of the Registrant at 116 South Franklin Street, Rocky Mount, North Carolina 27804.

\n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n

(g)	Nottingham\n Shareholder Services, LLC maintains all Records related to its services as transfer agent to the Registrant on behalf of each\n series of the Registrant at 116 South Franklin Street, Rocky Mount, North Carolina 27804.

(h)	Split\n Rock Private Trading and Wealth Management LLC maintains all Records relating to its services as investment adviser to the\n North Shore Equity Rotation ETF at 105 Arch Street, Cloquet, Minnesota 55720.

(i)	Obra\n Fund Management, LLC maintains all Records relating to its services as investment adviser to the Obra Opportunistic Structured\n Products ETF, the Obra High Grade Structured Products ETF, and the Obra Defensive High Yield ETF at 835 West 6th Street, Suite\n 1400, Austin, TX 78703.

(j)	RNC\n Capital Management, LLC dba Genter Capital Management maintains all Records relating to its services as investment sub-adviser\n to the Genter Capital Taxable Quality Intermediate ETF, Genter Capital Municipal Quality Intermediate ETF, Genter Capital\n Dividend Income ETF, and Genter Capital International Dividend ETF at 11601 Wilshire Blvd., 25th Floor, Los Angeles, CA 90025.

(k)	Indexperts,\n LLC maintains all Records relating to its services as investment adviser to the Indexperts Gorilla Aggressive Growth ETF,\n the Indexperts Quality Earnings Focused ETF, and the Indexperts Yield Focused Fixed Income ETF at 516 North Tryon Street,\n Charlotte, NC 28202.

(l)	Warren\n Capital Management, Inc. d/b/a Warren Capital Group maintains all Records relating to its services as investment adviser to\n the WarCap Unconstrained Equity ETF at 32 Cooper Street, Charleston, SC 29403.

ITEM\n 34.

Management\n Services

None.

ITEM\n 35.

Undertakings

None.

SIGNATURES

Pursuant\nto the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant\ncertifies that it meets all of the requirements for the effectiveness of the Registration Statement under Rule 485(b) under the\nSecurities Act and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized,\nin the City of Rocky Mount, State of North Carolina on this 30^th day of October 2026.

\n\n \n \n\n \n \n \n\n \n \n \n\n \n \n \n\n \n \n \n

	SPINNAKER\n ETF SERIES

	By:	/s/\n Katherine M. Honey*
		Katherine\n M. Honey
		Attorney-in-Fact \n \n President\n and Principal Executive Officer \n

Pursuant\nto the requirements of the Securities Act, this Registration Statement has been signed below by the following person in the capacities\nand on the date indicated.

\n\n \n \n \n\n \n \n \n\n \n \n \n\n \n \n \n\n \n \n \n\n \n \n \n\n \n \n \n\n \n \n \n\n \n \n \n\n \n \n \n\n \n \n \n\n \n \n \n\n \n \n \n

Signature	Title	Date

/s/\n Thomas Galloway*	Trustee\n and Chairman	October\n 30, 2026
Thomas\n Galloway

/s/\n Jesse Samuel Eberdt, III*	Trustee	October\n 30, 2026
Jesse\n Samuel Eberdt, III

/s/\n Katherine M. Honey*	President\n and Principal Executive Officer	October\n 30, 2026
Katherine\n M. Honey

/s/\n Pete Sattelmair	Principal\n Financial Officer	October\n 30, 2026
Pete\n Sattelmair

/s/\nKatherine M. Honey

*By:\nKatherine M. Honey

*Attorney-in-Fact\npursuant to Powers\nof Attorney, dated December 17, 2019, as\nfiled on January 8, 2020.

Exhibit\nIndex

\n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n

(d)(14)	Investment Advisory Agreement
(e)(1)(i)	Amended and Restated Exhibit A to Distribution Agreement
(g)(1)(ii)	Amended and Restated Appendix B to Custody Agreement
(h)(1)(ii)	Amended and Restated Appendix A to the Fund Accounting and Administration Services Agreement
(h)(2)(ii)	Amended and Restated Schedule 1 to Dividend Disbursing and Transfer Agent Agreement
(i)	Opinion of Counsel

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