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Securities\nAct Registration No. 333-178833

Investment\nCompany Act Registration No. 811-22655

As\nfiled with the Securities and Exchange Commission on October 28, 2026

SECURITIES\nAND EXCHANGE COMMISSION

Washington,\nD. C. 20549

REGISTRATION\nSTATEMENT UNDER THE SECURITIES ACT OF 1933 x

o\n Pre-Effective Amendment\nNo.

x\n Post-Effective Amendment\nNo. 657

and/or

REGISTRATION\nSTATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 x

x\n Amendment No. 660

(Check\nappropriate box or boxes.)

Northern\nLights Fund Trust III

(Exact\nName of Registrant as Specified in Charter)

225\nPictoria Drive, Suite 450, Cincinnati, OH 45246

(Address\nof Principal Executive Offices) (Zip Code)

Registrant’s\nTelephone Number, including Area Code: (631) 490-4300

The\nCorporation Trust Company

1209\nOrange Street

Wilmington,\nDE 19801

(Name\nand Address of Agent for Service)

With\ncopy to:

\n \n \n \n

Philip\nB. Sineneng, Esq.
\nThompson Hine LLP
\n41 South High Street, Suite 1700
\nColumbus, Ohio 43215
\n614-469-3217 (phone)
\n614-469-3361 (fax)

Brian\nCurley
\nUltimus Fund Solutions, LLC
\n225 Pictoria Drive, Suite 450
\nCincinnati, Ohio 45246
\n(631) 470-2688

Approximate\ndate of proposed public offering: As soon as practicable after the effective date of the Registration Statement.

It\nis proposed that this filing will become effective:

\n\n

Immediately\nupon filing pursuant to paragraph (b)

\n\n

On\n(date) pursuant to paragraph (b)

\n\n

60\ndays after filing pursuant to paragraph (a)(1)

\n\n

On\n(date) pursuant to paragraph (a)(1)

\n\n

75\ndays after filing pursuant to paragraph (a)(2)

\n\n

On\n(date) pursuant to paragraph (a)(2) of Rule 485.

If\nappropriate, check the following box:

\n\n

This\npost-effective amendment designates a new effective date for a previously filed post-effective amendment.

Swan\nEnhanced Dividend Income ETF

SCLZ

a\nseries of Northern Lights Fund Trust III

PROSPECTUS

November\n1, 2026

Adviser:\n

$\"(SWAN$

\n \n \n \n

www.ETFS.swanglobalinvestments.com

1-877-383-7259

This\nProspectus provides important information about the Funds that you should know before investing. Please read it carefully and keep it\nfor future reference.

These\nsecurities have not been approved or disapproved by the Securities and Exchange Commission nor has the Securities and Exchange Commission\npassed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense.

Shares\nof the Fund are listed and traded on the Cboe BZX Exchange, Inc. (the “Exchange”).

TABLE\nOF CONTENTS

FUND\n SUMMARY – SWAN ENHANCED DIVIDEND INCOME ETF	1
Investment\n Objective	1
Fees\n and Expenses of the Fund	1
Principal\n Investment Strategies	1
Principal\n Investment Risks	2
Performance	4
Investment\n Adviser	5
Sub-Adviser	5
Portfolio\n Managers	5
Purchase\n and Sale of Fund Shares	5
Tax\n Information	5
Payments\n to Broker-Dealers and Other Financial Intermediaries	5
ADDITIONAL\n INFORMATION ABOUT PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS	6
Investment\n Objective	6
Principal\n Investment Strategies	6
Principal\n Investment Risks	7
Temporary\n Investments	9
Portfolio\n Holdings Disclosure	9
Cybersecurity	9
MANAGEMENT	10
Investment\n Adviser	10
Sub-Adviser	10
Portfolio\n Managers	10
HOW\n SHARES ARE PRICED	11
HOW\n TO BUY AND SELL SHARES	12
FREQUENT\n PURCHASES AND REDEMPTIONS OF FUND SHARES	12
DISTRIBUTION\n AND SERVICE PLAN	12
DIVIDENDS,\n OTHER DISTRIBUTIONS AND TAXES	12
FUND\n SERVICE PROVIDERS	14
OTHER\n INFORMATION	14
FINANCIAL\n HIGHLIGHTS	16
PRIVACY\n NOTICE	17

FUND\nSUMMARY – SWAN ENHANCED DIVIDEND INCOME ETF

Investment\nObjective:

The Fund primarily seeks income

and secondarily seeks modest capital appreciation.

Fees\nand Expenses of the Fund:

This table describes the fees and expenses that you may pay if you buy, hold and sell shares of the Fund.\nYou may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables\nand examples below.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

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

Annual\n Fund Operating Expenses \n (expenses that you pay each year as a percentage of the value of your investment)
Management\n Fees	0.79%
Distribution\n and Service (12b-1) Fees	None
Other\n Expenses ⁽¹⁾	0.00%
Total\n Annual Fund Operating Expenses	0.79%

\n\n

(1)

The\n Fund’s adviser, Swan Capital Management, LLC (the “Adviser”), has agreed\n to pay all expenses incurred by the Fund except for the brokerage fees and commissions, indirect\n costs of investing in other investment companies, taxes, borrowing costs (such as (a) interest\n and (b) dividend expenses on securities sold short), and such extraordinary or non-recurring\n expenses as may arise, including litigation to which the Fund may be a party and indemnification\n of the Trust’s Trustees and officers with respect thereto. The Fund will also pay expenses\n that it is authorized to pay pursuant to Rule 12b-1 under the Investment Company Act of 1940,\n as amended (the “1940 Act”).

Example:\n

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds.

The\nExample assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those\nperiods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain\nthe same. Although your actual costs may be higher or lower, based upon these assumptions your costs would be:

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

	1\n Year	3\n Years	5\n Years	10\n Years
	$81	$252	$439	$978

Portfolio\nTurnover:

The Fund pays 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 shares\nare held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s\nperformance. During the most recent fiscal period ended June 30, 2026, the Fund’s portfolio turnover rate was 73% of the average\nvalue of its portfolio.

Principal\nInvestment Strategies:

The Fund is an actively managed exchange-traded fund (“ETF”) that, under normal circumstances,\ninvests at least 80% of its assets (defined as net assets plus borrowing for investment purposes) in dividend-paying common stocks. The\nFund invests primarily in large-cap and mid-cap U.S. companies. Additionally, the Fund seeks to enhance its returns by writing\ncall options against all or a portion of its stock portfolio.

Stock\nSelection Strategy

The\nFund’s sub-adviser constructs the Fund’s stock portfolio using a quantitative screening process. The sub-adviser begins with\ncompanies included in the S&P 500 Index. The index consists of U.S. large cap stocks, diversified across sectors and industries.\nAll of the stocks have healthy option chains, allowing the Fund to write options on the individual names and collect premiums.

The\nsub-adviser then ranks the stocks in the index every quarter based on their historic dividend yields as well as their capital appreciation\npotential. The sub-adviser also considers the historic pricing of options on the stocks under consideration. Some stocks that might have\nsuperior dividend payouts or capital appreciation potential may be screened out because their low historical volatility makes them ill-suited\nfor call-writing. Stocks that have been screened out will be replaced by other stocks that rank highly based on the factors listed. The\nsub-adviser sells a stock when it is no longer listed on the index or when a more attractive stock is identified.

Option\nWriting Strategy

The\nFund sells (write) covered call options against all or a portion of the stocks in the Fund’s portfolio. When the Fund sells a covered\ncall option, the purchaser of the option has the right to buy that stock at a predetermined price (known as the strike price) up to a\ncertain date in the future (known as the expiration date). If the purchaser exercises the option, the Fund must sell the stock to the\npurchaser at the strike price. Each option is “covered” because the Fund owns the stock at the time it sells the option.\nAs the seller of the option, the Fund receives a premium from the purchaser of the call option, which may provide gains to the Fund.\nSelling covered call options may reduce volatility in the Fund because the premiums received from selling the options will reduce any\nlosses on the underlying securities, but only by the amount of the premiums.

The\nsub-adviser has pre-designated exit points for each option where it hopes to close out (buy back) the written option prior to the stock\nbeing called away.

Principal\nInvestment Risks:

As with all funds, there is the risk that you could lose money through your investment in the Fund. The Fund is\nnot intended to be a complete investment program. Many factors affect the Fund’s net asset value and performance.

The\nfollowing describes the risks of investing in the Fund.

●

Active\n Management Risk: The sub-adviser’s judgments about the growth, value or potential\n appreciation of an investment may prove to be incorrect or fail to have the intended results,\n which could adversely impact the Fund’s performance and cause it to underperform relative\n to the Index, or not to achieve its investment goal.

●

Cash\n or Cash Equivalents Risk: At any time, the Fund may have investments in cash or cash\n equivalents. When a substantial portion of a portfolio is held in cash or cash equivalents,\n there is the risk that the value of the cash account, including interest, will not keep pace\n with inflation, thus reducing purchasing power over time. There is a risk that the sections\n of the market in which the Fund invests will begin to rise or fall rapidly and the Fund will\n not be able to sell stocks quickly enough to avoid losses, or reinvest its cash positions\n into areas of the advancing market quickly enough to capture the initial returns of changing\n market conditions.

●

Company-Specific\n Risk: A particular stock may lose value due to factors specific to the company itself,\n including deterioration of its fundamental characteristics, an occurrence of adverse events\n at the company, or a downturn in its business prospects.

●

Covered\n Call Risk: Selling covered call options will limit the Fund’s gain, if any, on\n the underlying securities, and the Fund bears the risk of a decline in the value of the underlying\n stock until the option expires or is closed out.

●

Dividend\n Paying Stock Risk: While the Fund may hold stocks of companies that have historically\n paid a high dividend yield, those companies may reduce or discontinue their dividends, reducing\n the yield of the Fund. Low priced stocks in the Fund may be more susceptible to this risk.\n Past dividend payments are not a guarantee of future dividend payments. Also, the market\n return of high dividend yield stocks, in certain market conditions, may perform worse than\n other investment strategies or the overall stock market. The Fund’s emphasis on dividend-paying\n stocks involves the risk that such stocks may fall out of favor with investors and underperform\n the market.

●

Early\n Close/Trading Halt Risk: An exchange or market may close or impose a market trading halt\n or issue trading halts on specific securities, or the ability to buy or sell certain securities\n or financial instruments may be restricted, which may prevent the Fund from buying or selling\n certain securities or financial instruments. In these circumstances, the Fund may be unable\n to rebalance its portfolio, may be unable to accurately price its investments and may incur\n substantial trading losses.

●

Equity\n Securities Risk: Fluctuations in the value of equity securities held by the Fund will\n cause the Net Asset Value (“NAV”) of the Fund and the price of its shares (“Shares”)\n to fluctuate. Equity securities of an issuer in the Fund’s portfolio may decline in\n price if the issuer fails to make anticipated dividend payments. Common stocks will be subject\n to greater dividend risk than preferred stocks or debt instruments of the same issuer. In\n addition, the returns of common stocks have experienced significantly more volatility than\n the returns of other asset classes.

●

ETF\n Structure Risk: The Fund is structured as an ETF and is subject to the special risks,\n including:

○

Not\n Individually Redeemable: Shares are not individually redeemable and may be redeemed by\n the Fund at NAV only in Creation Units. You may incur brokerage costs purchasing enough Shares\n to constitute a Creation Unit. Only an Authorized Participant (“AP”) may engage\n in creation or redemption transactions directly with the Fund. The Fund has a limited number\n of institutions that may act as APs on an agency basis (i.e., on behalf of other market participants).\n

○

Trading\n Issues: An active trading market for the Shares may not be developed or maintained. Trading\n in Shares on the Exchange may be halted due to market conditions or for reasons that, in\n the view of the Exchange, make trading in Shares inadvisable, such as extraordinary market\n volatility.

○

Market\n Price Variance: The market prices of Shares fluctuate in response to changes in NAV and\n supply and demand for Shares and will include a “bid-ask spread” charged by the\n exchange specialists, market makers or other participants that trade the particular security.\n There may be times when the market price and the NAV vary significantly. This means that\n Shares may trade at a discount to NAV. In stressed market conditions, the market for the\n Shares may become less liquid in response to the deteriorating liquidity of the Fund’s\n portfolio.

●

Large\n Capitalization Companies Risk: The value of investments in larger companies may not rise\n as much as smaller companies, or larger companies may be unable to respond quickly to competitive\n challenges, such as changes in technology and consumer tastes.

●

Limited\n History of Operations: The Fund has a limited history of operations for investors to\n evaluate.

●

Management\n Risk: The sub-adviser’s dependence on its process and judgments about the attractiveness,\n value and potential appreciation of particular ETFs and options in which the Fund invests\n or writes may prove to be incorrect and may not produce the desired results.

●

Mid-Capitalization\n Companies Risk: The earnings and prospects of mid-capitalization sized companies are\n more volatile than larger companies and may experience higher failure rates than larger companies.\n Mid-capitalization companies normally have a lower trading volume than larger companies,\n which may cause their market price to fall more disproportionately than larger companies\n in response to selling pressures and may have limited markets, product lines, or financial\n resources and lack management experience.

●

Options\n Risk: Purchased put options may expire worthless and may have imperfect correlation to\n the value of the Fund’s holdings. Written call and put options may limit the Fund’s\n participation in equity market gains and may amplify losses in market declines. The Fund’s\n losses are potentially large in a written put or call transaction. If unhedged, written calls\n expose the Fund to potentially unlimited losses.

●

Sector\n Exposure Risk: At times, the Fund may have a significant portion of its assets invested\n in securities of companies conducting business in a broadly related group of industries within\n an economic sector. Companies in the same economic sector may be similarly affected by economic\n or market events, making the Fund more vulnerable to unfavorable developments in that economic\n sector than funds that invest more broadly. The more the Fund diversifies its investments,\n the more it spreads risk and potentially reduces the risks of loss and volatility.

○

Technology\n Sector Risk: Technology companies face intense competition, both domestically and internationally,\n which may have an adverse effect on profit margins. Technology companies may have limited\n product lines, markets, financial resources or personnel. The products of technology companies\n may face obsolescence due to rapid technological developments and frequent new product introduction,\n unpredictable changes in growth rates and competition for the services of qualified personnel.\n Companies in the technology sector are heavily dependent on patent and intellectual property\n rights. The loss or impairment of these rights may adversely affect the profitability of\n these companies

Performance:\n

The\nbar chart and performance table below show the variability of the Fund’s returns over time, which is some indication of the risks\nof investing in the Fund. The bar chart shows performance of the Fund’s shares for each full calendar year since the Fund’s\ninception. The table illustrates how the Fund’s average annual total returns over time compare with two domestic broad-based market\nindices. You should be aware that the Fund’s past performance (before and after taxes) may not be an indication of how the Fund\nwill perform in the future. Updated performance information is available at no cost by visiting www.etfs.swanglobalinvestments.com\nor by calling 1-877-896-2590.

Performance\nBar Chart For Calendar Years Ended December 31

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

	2025
	10.92%

$\"(BAR$

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

Best\n Quarter:	9/30/2025	5.00%
Worst\n Quarter:	3/31/2025	-0.47%

The\nyear-to-date return as of the most recent calendar quarter, which ended September 30, 2026, was 10.36%.

Performance\nTable

Average\nAnnual Total Returns

(For\nperiods ended December 31, 2025)

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

	One\n \n Year	Since \n Inception \n (2/26/2024)
Return\n before taxes	10.92%	12.38%
Return\n after taxes on distributions	7.48%	9.73%
Return\n after taxes on distributions and sale of Fund shares	6.34%	8.41%
S&P\n 500 Total Return Index⁽¹⁾ \n (reflects no deduction for fees, expenses or taxes)	17.88%	19.22%
CBOE\n S&P 500® BuyWrite Index⁽²⁾	8.91%	13.65%

\n\n

(1)

The\n S&P 500 Total Return Index is an unmanaged free-float capitalization-weighted index which\n measures the performance of 500 large-cap common stocks actively traded in the United States.\n Index returns assume reinvestment of dividends. Investors may not invest in the index directly.\n Unlike the Fund’s returns, the index does not reflect any fees or expenses.

\n\n

(2)

The\n CBOE S&P 500® BuyWrite Index is an unmanaged index designed to track the performance\n of a hypothetical buy-write strategy on the S&P 500 Index®. Index returns assume\n reinvestment of dividends. Investors may not invest in the index directly. Unlike the Fund’s\n returns, the index does not reflect any fees or expenses.

After-tax\nreturns were calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state\nand local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax\nreturns shown are not relevant to investors who hold shares of the Fund through tax-deferred arrangements, such as 401(k) plans or individual\nretirement accounts.

Investment\nAdviser: Swan Capital Management, LLC (the “Adviser”).

Sub-Adviser:\nSwan Global Management, LLC (the “Sub-Adviser”). The Sub-Adviser is an affiliate of the Adviser with the same ownership\nand management as the Adviser.

Portfolio\nManagers: Randy Swan, President of the Adviser and Sub-Adviser, has served the Fund as its Lead Portfolio Manager since it commenced\noperations in February 2024. Robert Swan, Portfolio Manager and Chief Operating Officer of the Adviser and Sub-Adviser, and Chris Hausman,\nSenior Portfolio Manager and Managing Director of Risk of the Adviser and Sub-Adviser, have each served the Fund as a Portfolio Manager\nsince February 2024. Each portfolio manager is jointly and primarily responsible for the day-to-day management of the Fund.

Purchase\nand Sale of Fund Shares: Individual Shares may be purchased and sold in secondary market transactions through a broker dealer or\nat market price. Shares are listed for trading on the Exchange and trade at market prices rather than NAV. Shares may trade at a price\nthat is greater than, at, or less than NAV. An investor may incur costs attributable to the difference between the highest price a buyer\nis willing to pay to purchase Shares (bid) and the lowest price a seller is willing to accept for Shares (ask) when buying or selling\nShares in the second market (the “bid-ask spread”). Information on the Fund’s NAV, market price, premiums and discounts\nand bid ask spreads is available at www.ETFS.swanglobalinvestments.com.

Tax\nInformation: The Fund’s distributions generally will be taxable as ordinary income or long-term capital gains. A sale of Shares\nmay result in capital gain or loss.

Payments\nto Broker-Dealers and Other Financial Intermediaries: If you purchase the Fund through a broker-dealer or other financial intermediary\n(such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These\npayments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the\nFund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

ADDITIONAL\nINFORMATION ABOUT PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS

Investment\nObjective: The Fund primarily seeks income and secondarily seeks modest capital appreciation.

Principal\nInvestment Strategies:

The\nFund is an actively managed exchange-traded fund (“ETF”) that, under normal circumstances, invests at least 80% of its assets\n(defined as net assets plus borrowing for investment purposes) in dividend-paying common stocks. The\nFund invests primarily in large-cap and mid-cap U.S. companies. The Fund defines large-cap companies as those with market capitalizations\nabove $10 billion at the time of purchase; and defines mid-cap companies as those with market capitalizations between $3 and $10 billion\nat the time of purchase. The Fund defines U.S. companies as those (i) organized in the U.S.; (ii) having a class of securities whose\nprincipal securities market is in the U.S.; (iii) deriving 50% or more of total revenues or earnings from goods produced, sales made,\nor services provided in the U.S.; or (iv) maintaining 50% or more of its employees, assets, investments, operations, or other business\nactivity in the U.S. Under normal circumstances, the Fund’s remaining net assets are in cash and written call options against\nall or a portion of its stock portfolio.

Stock\nSelection Strategy

The\nSub-Adviser constructs the Fund’s stock portfolio using a quantitative screening process. The Sub-Adviser begins\nwith companies included in the S&P 500 Index. The index consists of U.S. large cap stocks, diversified across sectors and industries.\nAll of the stocks have healthy option chains, allowing the Fund to write options on the individual names and collect premiums.

The\nSub-Adviser then ranks stocks within the index every quarter based upon their historic dividend yields as well as their capital\nappreciation potential. The Sub-Adviser selects stocks, in part, based on higher relative dividend yields, dividend growth potential,\nand anticipated stock price appreciation. The Sub-Adviser identifies potential for dividend growth by reviewing factors such as\na company’s dividend history, stated dividend policy, capital requirements, and free cash flow projections. The Sub-Adviser\nidentifies potential for stock price appreciation by considering fundamental factors such as expected industry revenue growth, expected\ncompany earnings growth, and relative valuation.

The\nSub-Adviser also considers the historic pricing of options on the stocks under consideration. The ability to generate income by\nwriting calls on a stock depends upon the price and volatility of an individual stock. Consequently, some stocks that might have superior\ndividend payouts or capital appreciation potential may be screened out because their low historical volatility makes them ill-suited\nfor call-writing. Stocks that have been screened out will be replaced by other stocks that rank highly based on the factors. The sub-adviser\nsells a stock when it is no longer listed on the index or when a more attractive stock is identified..

Option\nWriting Strategy

The\nFund sells (writes) covered call options against all or a portion of the stocks in the Fund’s portfolio. When the\nFund sells a covered call option, the purchaser of the option has the right to buy that stock at a predetermined price (known as the\nstrike price) up to a certain date in the future (known as the expiration date). If the purchaser exercises the option, the Fund must\nsell the stock to the purchaser at the strike price. Each option is “covered” because the Fund owns the stock at the time\nit sells the option. As the seller of the option, the Fund receives a premium from the purchaser of the call option, which may provide\ngains to the Fund. Selling covered call options may reduce volatility in the Fund because the premiums received from selling the\noptions will reduce any losses on the underlying securities, but only by the amount of the premiums.

Calls\nare written with strike prices out-of-the-money (approximately 5-10% above the current stock price) to provide a bit of “run room”\nto decrease the risk of the stock being called away as the price of the stock increases. Additionally, written options will have longer\nexpirations cycles (approximately 2-4 months) to reduce the risk of rapid price moves near the options expiration date (referred to as\n“gamma risk”). The Sub-Adviser has pre-designated exit points for each option where it hopes to close out (buy back)\nthe written option prior to the stock being called away.

Principal\nInvestment Risks:

The\nfollowing risks apply to the Fund’s holdings.

●

Active\n Management Risk: The Sub-Adviser’s judgments about the growth, value or\n potential appreciation of an investment may prove to be incorrect or fail to have the intended\n results, which could adversely impact the Fund’s performance and cause it to underperform\n relative to other funds with similar investment goals, or not to achieve its investment goal.

●

Cash\n or Cash Equivalents Risk: At any time, the Fund may have investments in cash or cash\n equivalents. When a substantial portion of a portfolio is held in cash or cash equivalents,\n there is the risk that the value of the cash account, including interest, will not keep pace\n with inflation, thus reducing purchasing power over. There is a risk that the sections of\n the market in which the Fund invests will begin to rise or fall rapidly and the Fund will\n not be able to sell stocks quickly enough to avoid losses, or reinvest its cash positions\n into areas of the advancing market quickly enough to capture the initial returns of changing\n market conditions.

●

Covered\n Call Risk: Selling covered call options may limit the Fund’s gain, if any, on the\n underlying stocks, and the Fund bears the risk of a decline in the value of the underlying\n stock until the option expires or is closed out. In a rapidly rising market, the Fund could\n significantly underperform the market. Furthermore, if the Fund is not able to close out\n an options transaction, the Fund may not be able to sell the underlying security until the\n option expires or is exercised or it arranges to pledge other securities to secure performance\n of its option obligation.

●

Dividend-Paying\n Stock Risk: While the Fund may hold stocks of companies that have historically\n paid a high dividend yield, those companies may reduce or discontinue their dividends, reducing\n the yield of the Fund. Low priced stocks in the Fund may be more susceptible to this risk.\n Past dividend payments are not a guarantee of future dividend payments. Also, the market\n return of high dividend yield stocks, in certain market conditions, may perform worse than\n other investment strategies or the overall stock market. The Fund’s emphasis on dividend-paying\n stocks involves the risk that such stocks may fall out of favor with investors and underperform\n the market.

●

Early\n Close/Trading Halt Risk: The Exchange or market may close or impose a market trading\n halt or issue trading halts on specific securities, or the ability to buy or sell certain\n securities or financial instruments may be restricted, which may prevent the Fund from buying\n or selling certain securities or financial instruments. In these circumstances, the Fund\n may be unable to rebalance its portfolio, may be unable to accurately price its investments\n and may incur substantial trading losses.

●

Equity\n Securities Risk: Fluctuations in the value of equity securities held by the Fund will\n cause the NAV of the Fund and the price of Shares to fluctuate. Common stock of an issuer\n in the Fund’s portfolio may decline in price if the issuer fails to make anticipated\n dividend payments. Equity securities are subject to greater dividend risk than preferred\n stocks or debt instruments of the same issuer. In addition, common stocks have experienced\n significantly more volatility in returns than other asset classes.

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ETF\n Structure Risk: The Fund is structured as an ETF and as a result is subject to special\n risks, including:

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Not\n Individually Redeemable. Shares are not redeemable by retail investors and may be redeemed\n only by the APs at NAV and only in Creation Units. A retail investor generally incurs\n brokerage costs when selling Shares.

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

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Market\n Price Variance: Shares that are listed for trading on the Exchange can be bought and\n sold in the secondary market at market prices. The market prices of Shares fluctuate in response\n to changes in NAV and supply and demand for Shares. There may be times when the market price\n and the NAV vary significantly and you may pay more than NAV when buying Shares on the secondary\n market, and you may receive less than NAV when you sell those Shares. The market price of\n Shares, like the price of any exchange-traded security, includes a “bid-ask spread”\n charged by the exchange specialists, market makers or other participants that trade

the\nparticular security. In times of severe market disruption, the bid-ask spread often increases significantly. This means that Shares may\ntrade at a discount to NAV and the discount is likely to be greatest when the price of Shares is falling fastest, which may be the time\nthat you most want to sell your Shares. The Fund’s investment results are measured based upon the daily NAV of the Fund over a\nperiod of time. Investors purchasing and selling Shares in the secondary market may not experience investment results consistent with\nthose experienced by those APs creating and redeeming directly with the Fund.

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

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

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

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Large\n Capitalization Companies Risk: Large-capitalization companies may be less able than smaller\n capitalization companies to adapt to changing market conditions. Large-capitalization companies\n may be more mature and subject to more limited growth potential compared with smaller capitalization\n companies. During different market cycles, the performance of large capitalization companies\n has trailed the overall performance of the broader securities markets.

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Limited\n History of Operations Risk: The Fund has a limited history of operations for investors\n to evaluate.

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Management\n Risk: The Sub-Adviser’s reliance on its strategy and its judgments about\n the value and potential appreciation of securities in which the Fund invests may prove to\n be incorrect, including the Sub-Adviser’s tactical allocation of the Fund’s\n portfolio among its investments. The ability of the Fund to meet its investment objective\n is directly related to the Sub-Adviser’s proprietary investment process. There\n is no guarantee that the Sub-Adviser’s investment strategy will produce the\n desired results.

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Market\n and Geopolitical Risk: The increasing interconnectivity between global economies and\n financial markets increases the likelihood that events or conditions in one region or financial\n market may adversely impact issuers in a different country, region, or financial market.\n Securities in the Fund’s portfolio may underperform due to inflation (or expectations\n for inflation), interest rates, global demand for particular products or resources, natural\n disasters, climate change and climate-related events, pandemics, epidemics, terrorism, tariffs\n and trade wars, regulatory events and governmental or quasi-governmental actions. The occurrence\n of global events similar to those in recent years, such as worldwide pandemics, terrorist\n attacks, natural disasters, social and political discord or debt crises and downgrades, among\n others, may result in market volatility and may have long term effects on both the U.S. and\n global financial markets. It is difficult to predict when similar events affecting the U.S.\n or global financial markets may occur, the effects that such events may have and the duration\n of those effects. Any such event(s) could have a significant adverse impact on the value\n and risk profile of the Fund’s portfolio. For example, the COVID-19 pandemic had negative\n impacts, and in many cases severe negative impacts, on markets worldwide. It is not known\n how long such impacts of the significant events described above would last, but there could\n be a prolonged period of global economic slowdown, which may impact your Fund investment.\n Therefore, the Fund could lose money over short periods due to short-term market movements\n and over longer periods during more prolonged market downturns. During a general market downturn,\n multiple asset classes may be negatively affected. Changes in market conditions and interest\n rates can have the same impact on all types of securities and instruments. In times of severe\n market disruptions, you could lose your entire investment.

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Mid-Capitalization\n Companies Risk: The stocks of mid-capitalization companies involve substantial risk.\n These companies may have limited product lines, markets, or financial resources, and they\n may be dependent on a limited management group. Stocks of these companies may be subject\n to more abrupt or erratic market movements than those of larger, more established companies\n or the market averages in general.

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Options\n Risk: The Fund may lose the entire put option premium paid if the underlying index does\n not decrease in value at expiration. Put options may not be an effective hedge because they\n may have imperfect correlation to the value of the Fund’s portfolio securities. Purchased\n put options may decline in value due to changes in price of the underlying, passage of time\n and changes in volatility. Written call and put options may limit the Fund’s participation\n in equity market gains and may magnify the losses if the price of the written option instrument\n increases in value between the date when the Fund writes the option and the date on which\n the Fund purchases an offsetting position. The Fund will incur a loss as a result of a written\n options (also known as a short position) if the price of the written option instrument increases\n in value between the date when the Fund writes the option and the date on which the Fund\n purchases an offsetting position. The Fund’s losses are potentially large in a written\n put transaction and potentially unlimited in an unhedged written call transaction.

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Sector\n Exposure Risk:\tAt times, the Fund may have a significant portion of its assets invested\n in securities of companies conducting business in a broadly related group of industries within\n an economic sector. Companies in the same economic sector may be similarly affected by economic\n or market events, making the Fund more vulnerable to unfavorable developments in that economic\n sector than funds that invest more broadly. The more the Fund diversifies its investments,\n the more it spreads risk and potentially reduces the risks of loss and volatility.

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Technology\n Sector Risk: Technology companies face intense competition, both domestically and internationally,\n which may have an adverse effect on profit margins. Technology companies may have limited\n product lines, markets, financial resources or personnel. The products of technology companies\n may face obsolescence due to rapid technological developments and frequent new product introduction,\n unpredictable changes in growth rates and competition for the services of qualified personnel.\n Companies in the technology sector are heavily dependent on patent and intellectual property\n rights. The loss or impairment of these rights may adversely affect the profitability of\n these companies

Temporary\nInvestments: To respond to adverse market, economic, political or other conditions, the Fund may invest 100% of its total assets,\nwithout limitation, in high-quality short-term debt securities and money market instruments. These short-term debt securities and money\nmarket instruments include: shares of money market mutual funds, commercial paper, certificates of deposit, bankers’ acceptances,\nU.S. government securities and repurchase agreements. While the Fund is in a defensive position, the opportunity to achieve its investment\nobjective will be limited. Furthermore, to the extent that the Fund invests in money market mutual funds for cash positions, there will\nbe some duplication of expenses because shareholders will pay the fees and expenses of the Fund and, indirectly, the fees and expenses\nof the underlying money market funds. The Fund may also invest a substantial portion of its assets in such instruments at any time to\nmaintain liquidity or pending selection of investments in accordance with its policies.

Portfolio\nHoldings Disclosure: A description of the Fund’s policies regarding the release of portfolio holdings information is available\nin the Fund’s Statement of Additional Information (“SAI”).

Cybersecurity:\nThe computer systems, networks and devices used by the Fund and its service providers to carry out routine business operations employ\na variety of protections designed to prevent damage or interruption from computer viruses, network failures, computer and telecommunication\nfailures, infiltration by unauthorized persons and security breaches. Despite the various protections utilized by the Fund and its service\nproviders, systems, networks, or devices potentially can be breached. The Fund and its shareholders could be negatively impacted as a\nresult of a cybersecurity breach.

Cybersecurity\nbreaches can include unauthorized access to systems, networks, or devices; infection from computer viruses or other malicious software\ncode; and attacks that shut down, disable, slow, or otherwise disrupt operations, business processes, or website access or functionality.\nCybersecurity breaches may cause disruptions and impact the Fund’s business operations, potentially resulting in financial losses;\ninterference with the Fund’s ability to calculate its NAV; impediments to trading; the inability of the Fund, the adviser or Sub-Adviser,\nand other service providers to transact business; violations of applicable privacy and other laws; regulatory fines, penalties, reputational\ndamage, reimbursement or other compensation costs, or additional compliance costs; as well as the inadvertent release of confidential\ninformation.

Similar\nadverse consequences could result from cybersecurity breaches affecting issuers of securities in which the Fund invests; counterparties\nwith which the Fund engages in transactions; governmental and other regulatory authorities; exchange and other financial market operators,\nbanks, brokers, dealers, insurance companies, and other financial institutions (including financial intermediaries and service providers\nfor the Fund’s shareholders); and other parties. In addition, substantial costs may be incurred by these entities to prevent any\ncybersecurity breaches in the future.

MANAGEMENT

Investment\nAdviser: Swan Capital Management, LLC, (the “Adviser”) located at 1099 Main Avenue, Suite 206, Durango, CO 81301, serves\nas investment adviser to the Funds. The Adviser was established in 2012 for the purpose of managing mutual funds. As of June 30, 2026,\nthe Adviser had approximately $1.38 billion in assets under management.

Subject\nto the oversight of the Board of Trustees, the Adviser is responsible for managing the Fund’s investments, executing transactions\nand providing related administrative services and facilities under an Investment Advisory Agreement between the Fund and the Adviser\n(the “Investment Advisory Agreement”).

The\nmanagement fee set forth in the Investment Advisory Agreement is 0.79% of the Fund’s average daily net assets to be paid on a monthly\nbasis. Under the Investment Advisory Agreement, the Adviser has agreed to pay all expenses incurred by the Fund except for the brokerage\nfees and commissions, indirect costs of investing in other investment companies, taxes, borrowing costs (such as (a) interest and (b)\ndividend expenses on securities sold short), and such extraordinary or non-recurring expenses as may arise, including litigation to which\nthe Fund may be a party and indemnification of the Trust’s Trustees and officers with respect thereto. The Fund will also pay expenses\nthat it is authorized to pay pursuant to Rule 12b-1 under the Act.

Sub-Adviser:\nSwan Global Management, LLC, located at 20 Ridge Top Drive, Humacao, PR 00791, serves as sub-adviser to the Fund. The Sub-Adviser\nis an affiliate of the Adviser with the same ownership and management as the Adviser. Subject to the oversight of the Adviser, the Sub-Adviser\nis responsible for management of each Fund’s investment portfolio. The Sub-Adviser is responsible for selecting each Fund’s\ninvestments according to each Fund’s investment objective, policies, and restrictions. The Sub-Adviser was established in 2014\nfor the purpose of managing mutual funds. As of June 30, 2026, the Sub-Adviser had approximately $2.5 billion in assets\nunder management.

A\ndiscussion regarding the basis for the Board of Trustees’ renewal of the Investment Advisory Agreement and sub-advisory agreement\nis available in the Fund’s Form N-CSR for the fiscal year ended June 30, 2026.

Portfolio\nManagers: The Fund is managed on a day-to-day basis by Randy Swan as the Lead Portfolio Manager and by Robert Swan\nand Chris Hausman as Portfolio Managers of the Adviser and Sub-Adviser (together the “Portfolio Managers”). The Statement\nof Additional Information provides additional information about the Portfolio Managers’ compensation, other accounts managed by\nthe Portfolio Managers, and the Portfolio Managers’ ownership in the Fund.

Randy\nSwan is the President and founder of the Adviser and Sub-Adviser and oversees the team that runs all of the firm’s investment activities.\nBefore starting the Sub-Adviser in 2014, the Adviser in 2012 and Swan Global Investments, LLC in 1997, Randy was a Senior Manager for\nKPMG working in the financial services sector. Randy is a 1990 graduate of University of Texas with a BBA and an MPA (Master’s\nDegree in Professional Accounting).

Robert\nSwan serves as the Chief Operating Officer and Portfolio Manager of the Adviser and Sub-Adviser providing daily oversight of operations,\ninvestment management, trading, and the development and maintenance of proprietary technologies enabling the firms to scale and execute\nthe Defined Risk Strategy across multiple funds and platforms. Prior to joining Swan Global Investments, LLC, an affiliate of\nthe Adviser, in 2010 and the Adviser in 2012, Robert worked at Boeing Company as a flight testing and aerodynamics engineer. Robert graduated\nfrom University of Texas with a BS in Aeronautical and Astronautical Engineering.

Chris\nHausman, CMT®, CAIA serves as the Senior Portfolio Manager and Managing Director of Risk for the Adviser and Sub-Adviser. Chris focuses\non risk assessment and management for the Defined Risk Strategy investments and positions. He monitors risk across all of the Adviser’s\nportfolios and as a member of the Investment Management Committee contributes to strategic decision making as well as serving as an additional\nlayer of oversight for the trading team. As a Chartered Market Technician®, he also acts as Chief Technical Strategist at Swan Global\nInvestments, LLC.

Earlier\nin his career, Chris was a Senior Market-Maker for Wolverine Trading and traded on the floor of the Chicago Mercantile Exchange, trading\noptions on the S&P 500 futures index, and on the Pacific Stock Exchange, trading options on Microsoft. He also spent time as lead\ninstructor for the International Trading Institute Ltd., teaching option strategies and risk management techniques to market makers and\ntraders from around the world. In addition, he also spent time in roles as Senior Portfolio Manager, Chief Portfolio Strategist and Director\nof Trading Operations for Saliba Portfolio Management, a hedge fund specializing in overlay solutions in Chicago, IL.

HOW\nSHARES ARE PRICED

Shares\nare bought and sold at a price in two different ways depending upon the type of investor.

All\ninvestors including retail investors and authorized participants may buy and sell Shares in secondary market transactions through brokers\nat market prices and the Shares will trade at market prices.

Only\nauthorized participants may buy and redeem Shares from the Fund directly and those transactions are executed at the Fund’s NAV.\nThe NAV of the Fund is determined at close of regular trading (normally 4:00 p.m. Eastern Time) on each day the Exchange is open for\nbusiness. NAV is computed by determining the aggregate market value of all assets of the applicable Fund, less its liabilities, divided\nby the total number of shares outstanding ((assets-liabilities)/number of shares = NAV). The Exchange is closed on weekends and New Year’s\nDay, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Juneteenth National Independence Day, Independence\nDay, Labor Day, Thanksgiving Day and Christmas Day (“Exchange Close”). The NAV takes into account the expenses and fees of\nthe Fund, including management, administration, and distribution fees, which are accrued daily. The determination of NAV for the Fund\nfor a particular day is applicable to all applications for the purchase of shares, as well as all requests for the redemption of shares,\nreceived by the Fund (or an authorized broker or agent, or its authorized designee) before the close of trading on the Exchange on that\nday.

Generally,\nthe Fund’s portfolio securities, including securities issued by ETFs, are valued each day at the last quoted sales price on each\nsecurity’s primary exchange. Securities traded or dealt in upon one or more securities exchanges (whether domestic or foreign)\nfor which market quotations are readily available and not subject to restrictions against resale shall be valued at the last quoted sales\nprice on the primary exchange or, in the absence of a sale on the primary exchange, at the mean between the current bid and ask prices\non such exchange. Securities primarily traded in the National Association of Securities Dealers’ Automated Quotation System (“NASDAQ”)\nNational Market System for which market quotations are readily available shall be valued using the NASDAQ Official Closing Price. Securities\nthat are not traded on any securities exchange (whether domestic or foreign) and for which over-the-counter market quotations are readily\navailable generally shall be valued at the last sale price or, in the absence of a sale, at the mean between the current bid and ask\nprice on such over-the-counter market. Debt securities not traded on an exchange may be valued at prices supplied by a pricing agent(s)\nbased on broker or dealer supplied valuations or matrix pricing, a method of valuing securities by reference to the value of other securities\nwith similar characteristics, such as rating, interest rate and maturity.

If\nmarket quotations are not readily available, securities will be valued at their fair market value as determined using the “fair\nvalue” procedures approved by the Board of Trustees. Fair value pricing involves subjective judgments and it is possible that the\nfair value determined for a security may be materially different than the value that could be realized upon the sale of that security.\nThe fair value prices can differ from market prices when they become available or when a price becomes available. The Board of Trustees\nhas designated the Adviser as its “Valuation Designee” for execution of these procedures. The Valuation Designee may also\nenlist third party consultants such as an audit firm or financial officer of a security issuer on an as-needed basis to assist in determining\na security-specific fair value. The Board of Trustees reviews and ratifies the execution of this process and the resultant fair value\nprices at least quarterly to assure the process produces reliable results.

The\nFund may use independent pricing services to assist in calculating the value of the Fund’s portfolio securities.
\nIn addition, market prices for foreign securities are not determined at the same time of day as the NAV for the Fund. Because the Fund\nmay invest in underlying ETFs which hold portfolio securities primarily listed on foreign exchanges, and these exchanges may trade on\nweekends or other days when the underlying ETFs do not price their shares, the value of some of the Fund’s portfolio securities\nmay change on days when you may not be able to buy or sell Fund shares.

In\ncomputing the NAV, the Fund values foreign securities held by the Fund at the latest closing price on the exchange in which they are\ntraded immediately prior to closing of the exchange. Prices of foreign securities quoted in foreign currencies are translated into U.S.\ndollars at current rates. If events materially affecting the value of a security in the Fund’s portfolio, particularly foreign\nsecurities, occur after the close of trading on a foreign market but before the Fund prices its shares, the security may be priced using\nalternative market prices provided by a pricing service. For example, if trading in a portfolio security is halted and does not resume\nbefore the Fund calculates its NAV, alternative market prices may be used to value the security. Without a fair value price, short-term\ntraders could take advantage of the arbitrage opportunity and dilute the NAV of long-term investors. Fair valuation of the Fund’s\nportfolio securities can serve to reduce arbitrage opportunities available to short-term traders, but there is no assurance that fair\nvalue pricing policies will prevent dilution of the Fund’s NAV by short term traders. The determination of fair value involves\nsubjective judgments. As a result, using fair value to price a security may result in a price materially different from the prices used\nby other funds to determine NAV, or from the price that may be realized upon the actual sale of the security.

With\nrespect to any portion of the Fund’s assets that are invested in one or more open-end management investment companies registered\nunder the Investment Company Act of 1940, as amended (the “1940 Act”), the Fund’s NAV is calculated based upon the\nNAVs of those open-end management investment companies, and the prospectuses for these companies explain the circumstances under which\nthose companies will use fair value pricing and the effects of using fair value pricing.

Premium/Discount\nInformation

Most\ninvestors buy and sell Shares in secondary market transactions through brokers at market prices and the Shares will trade at market prices.\nThe market price of Shares may be greater than, equal to, or less than NAV. Market forces of supply and demand, economic conditions and\nother factors may affect the trading prices of Shares.

Information\nregarding how often the Shares traded at a price above (at a premium to) or below (at a discount to) the NAV of the Fund during the past\nfour calendar quarters can be found at www.etfs.swanglobalinvestments.com.

HOW\nTO BUY AND SELL SHARES

Shares\nare listed for trading on the Exchange under the symbol SCLZ. Share prices are reported in dollars and cents per Share. Shares can be\nbought and sold on the secondary market throughout the trading day like other publicly traded shares at their market price, and Shares\ntypically trade in blocks of less than a Creation Unit. There is no minimum investment required. Shares may only be purchased and sold\non the secondary market when the Exchange is open for trading. The Exchange is open for trading Monday through Friday and is closed on\nweekends and the following holidays, as observed: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday,\nMemorial Day, Juneteenth National Independence Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. When buying or selling\nShares through a broker, you will incur customary brokerage commissions and charges, and you may pay some or all of the spread between\nthe bid and the offered price in the secondary market on each leg of a round trip (purchase and sale) transaction.

Only\nAPs may acquire Shares directly from the Fund, and APs may tender their Shares for redemption directly to the Fund, at NAV per Share\nonly in large blocks, or Creation Units, of 25,000 Shares. Purchases and redemptions directly with the Fund must follow the Fund’s\nprocedures, which are described in the SAI.

The\nFund may liquidate and terminate at any time without shareholder approval.

FREQUENT\nPURCHASES AND REDEMPTIONS OF FUND SHARES

The\nBoard of Trustees has not adopted a policy of monitoring other frequent activity because Shares are listed for trading on a national\nsecurities exchange.

DISTRIBUTION\nAND SERVICE PLAN

The\nFund has adopted a distribution and service plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act. Under the Plan,\nthe Fund is authorized to pay distribution fees to the distributor and other firms that provide distribution and shareholder services\n(“Service Providers”). If a Service Provider provides these services, the Fund may pay fees at an annual rate not to exceed\n0.25% of average daily net assets, pursuant to Rule 12b-1 under the 1940 Act.

No\ndistribution or service fees are currently paid by the Fund, and there are no current plans to impose these fees. In the event Rule 12b-1\nfees were charged, over time they would increase the cost of an investment in the Fund.

DIVIDENDS,\nOTHER DISTRIBUTIONS AND TAXES

Unlike\ninterests in conventional mutual funds, which typically are bought and sold from and to the Fund only at closing NAVs, Shares are traded\nthroughout the day in the secondary market on a national securities exchange on an intra-day basis and are created and redeemed in-kind\nin Creation Units at each day’s next calculated NAV. In-kind arrangements are designed to protect ongoing shareholders from the\nadverse effects on the Fund’s portfolio that could arise from frequent cash redemption transactions. In a conventional mutual fund,\nredemptions can have an adverse tax impact on taxable shareholders if the mutual fund needs to sell portfolio securities to obtain cash\nto meet net fund redemptions. These sales may generate taxable gains for the ongoing shareholders of the mutual fund, whereas the Shares’\nin-kind redemption mechanism generally will not lead to a tax event for the Fund or its ongoing shareholders. Creations Units that are\nredeemed for cash may cause the Fund to incur brokerage costs or generate taxable gains or losses that may not have occurred with redemptions-in-kind.\nThese costs could be imposed on the Fund and decrease the Fund’s NAV if not offset by a transaction fee paid by an AP.

Ordinarily,\ndividends from net investment income, if any, are declared and paid monthly by the Fund. The Fund distributes its net realized capital\ngains, if any, to shareholders annually.

Distributions\nin cash may be reinvested automatically in additional whole Shares only if the broker through whom you purchased Shares makes such option\navailable.

Taxes

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

Unless\nyour investment in Shares is made through a tax-exempt entity or tax-deferred retirement account, such as an individual retirement account,\nyou need to be aware of the possible tax consequences when:

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the\n Fund makes distributions;

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you\n sell your Shares listed on the Exchange; and

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you\n purchase or redeem Creation Units.

Taxes\non Distributions

As\nstated above, dividends from net investment income, if any, ordinarily are declared and paid monthly by the Fund. The Fund may also pay\na special distribution at the end of a calendar year to comply with federal tax requirements. Distributions from the Fund’s net\ninvestment income, including net short-term capital gains, if any, are taxable to you as ordinary income, except that the Fund’s\ndividends attributable to its “qualified dividend income” (i.e., dividends received on stock of most domestic and\ncertain foreign corporations with respect to which the Fund satisfies certain holding period and other restrictions), if any, generally\nare subject to federal income tax for non-corporate shareholders who satisfy those restrictions with respect to the Shares at the rate\nfor net capital gain. A part of the Fund’s dividends also may be eligible for the dividends-received deduction allowed to corporations\n– the eligible portion may not exceed the aggregate dividends the Fund receives from domestic corporations subject to federal income\ntax (excluding REITs) and excludes dividends from foreign corporations – subject to similar restrictions. However, dividends a\ncorporate shareholder deducts pursuant to that deduction are subject indirectly to the federal alternative minimum tax.

In\ngeneral, your distributions are subject to federal income tax when they are paid, whether you take them in cash or reinvest them in the\nFund (if that option is available). Distributions reinvested in additional Shares through the means of a dividend reinvestment service,\nif available, will be taxable to shareholders acquiring the additional Shares to the same extent as if such distributions had been received\nin cash. Distributions of net long-term capital gains, if any, in excess of net short-term capital losses are taxable as long-term capital\ngains, regardless of how long you have held the Shares.

If\nyou purchase shares after the Fund has realized but not yet distributed income or capital gains, the purchase price may include the amount\nof the upcoming distribution, and you may pay full price for the shares and later receive a portion of the purchase price back as a taxable\ndistribution. In such case, you will be taxed upon receipt of such distribution, even though the distribution effectively represents\na return of a portion of the purchase price. This is known as “buying a dividend

Distributions\nin excess of the Fund’s current and accumulated earnings and profits are treated as a tax-free return of capital to the extent\nof your basis in the Shares and as capital gain thereafter. A distribution will reduce the Fund’s NAV per Share and may be taxable\nto you as ordinary income or capital gain (as described above) even though, from an investment standpoint, the distribution may constitute\na return of capital.

By\nlaw, the Fund is required to withhold 24% of your distributions and redemption proceeds if you have not provided the Fund with a correct\nsocial security number or other taxpayer identification number and in certain other situations.

Taxes\non Exchange-Listed Share Sales

Any\ncapital gain or loss realized upon a sale of Shares is generally treated as long-term capital gain or loss if the Shares have been held\nfor more than one year and as short-term capital gain or loss if the Shares have been held for one year or less. The ability to deduct\ncapital losses from sales of Shares may be limited.

Taxes\non Purchase and Redemption of Creation Units

An\nAP who exchanges securities for Creation Units generally will recognize a gain or a loss equal to the difference between the market value\nof the Creation Units at the time of the exchange and the sum of the exchanger’s aggregate basis in the securities surrendered\nplus any Cash Component it pays. An AP who exchanges Creation Units for securities will generally recognize a gain or loss equal to the\ndifference between the exchanger’s basis in the Creation Units and the sum of the aggregate market value of the securities received\nplus any cash equal to the difference between the NAV of the Shares being redeemed and the value of the securities. The Internal Revenue\nService (“Service”), however, may assert that a loss realized upon an exchange of securities for Creation Units cannot be\ndeducted currently under the rules governing “wash sales” or for other reasons. Persons exchanging securities should consult\ntheir own tax advisor with respect to whether wash sale rules apply and when a loss might be deductible.

Any\ncapital gain or loss realized upon redemption of Creation Units is generally treated as long-term capital gain or loss if the Shares\nhave been held for more than one year and as short-term capital gain or loss if the Shares have been held for one year or less.

If\nyou purchase or redeem Creation Units, you will be sent a confirmation statement showing how many Shares you purchased or sold and at\nwhat price. See “Tax Status” in the SAI for a description of the newly effective requirement regarding basis determination\nmethods applicable to Share redemptions and the Fund’s obligation to report basis information to the Service.

The\nforegoing discussion summarizes some of the possible consequences under current federal tax law of an investment in the Fund. It is not\na substitute for personal tax advice. Consult your personal tax advisor about the potential tax consequences of an investment in the\nShares under all applicable tax laws. See “Tax Status” in the SAI for more information.

FUND\nSERVICE PROVIDERS

Ultimus\nFund Solutions, LLC is the Fund’s administrator and fund accountant. It has its principal office at 225 Pictoria Drive, Suite 450,\nCincinnati, OH 45246, and is primarily in the business of providing administrative, fund accounting and transfer agent services to retail\nand institutional mutual funds. It is an affiliate of the Distributor (as defined below).

U.S.\nBank, N.A., located at 1555 N. Rivercenter Drive, Suite 302, Milwaukee, WI 53212, is the Fund’s custodian and transfer agent.

Northern\nLights Distributors, LLC (the “Distributor”), 4221 North 203^rd Street, Suite 100, Elkhorn, NE 68022-3474, is the\ndistributor for the shares of the Fund. The Distributor is a registered broker-dealer and member of the Financial Industry Regulatory\nAuthority, Inc. (“FINRA”).

Thompson\nHine LLP, 41 South High Street, Suite 1700, Columbus, OH 43215, serves as legal counsel to the Trust.

Deloitte\n& Touche LLP, 695 Town Center Drive, Suite 1000, Costa Mesa, CA 92626, serves as the Fund’s independent registered public accounting\nfirm. The independent registered public accounting firm is responsible for auditing the annual financial statements of the Fund.

OTHER\nINFORMATION

Investments\nby Investment Companies

For\npurposes of the 1940 Act, the Fund is treated as a registered investment company. Section 12(d)(1) of the 1940 Act restricts investments\nby investment companies in the securities of other investment companies to certain limits, including shares of the Fund. Rule 12d1-4\npermits other investment companies to invest in the Fund beyond the limits in Section 12(d)(1), subject to certain terms and conditions,\nincluding that such registered investment companies enter into an agreement with the Trust.

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, a “distribution,” as such term is used in the Securities Act of\n1933, as amended (the “Securities Act”), may occur at any point. Broker-dealers and other persons are cautioned that some\nactivities on their part may, depending on the circumstances, result in their being deemed participants in a distribution in a manner\nwhich could render them statutory underwriters and subject them to the prospectus delivery requirement and liability provisions of the\nSecurities Act.

For\nexample, a broker-dealer firm or its client may be deemed a statutory underwriter if it takes Creation Units after placing an order with\nthe Distributor, breaks them down into constituent Shares and sells the 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 characterization as an underwriter.

Broker-dealer\nfirms should also note that dealers who are not “underwriters” but are effecting transactions in Shares, whether or not participating\nin the distribution of Shares, are generally required to deliver a prospectus. This is because the prospectus delivery exemption in Section\n4(3) of the Securities Act is not available in respect of such transactions as a result of Section 24(d) of the 1940 Act. As a result,\nbroker-dealer firms should note that dealers who are not “underwriters” but are participating in a distribution (as contrasted\nwith engaging in ordinary secondary market transactions) and thus dealing with the Shares that are part of an overallotment within the\nmeaning of Section 4(3)(C) of the Securities Act, will be unable to take advantage of the prospectus delivery exemption provided by Section\n4(3) of the Securities Act. For delivery of prospectuses to exchange members, the prospectus delivery mechanism of Rule 153 under the\nSecurities Act is only available with respect to transactions on a national exchange.

Dealers\neffecting transactions in the Shares, whether or not participating in this distribution, are generally required to deliver a Prospectus.\nThis is in addition to any obligation of dealers to deliver a Prospectus when acting as underwriters.

FINANCIAL\nHIGHLIGHTS

The\nfinancial highlights tables are intended to help you understand the Fund’s financial performance for the period of the Fund’s\noperations. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate\nthat an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions).\nThis information has been derived from the financial statements audited by Deloitte & Touche, LLP whose report, along with the Fund’s\nfinancial statements, are available at no charge upon request.

SWAN\nENHANCED DIVIDEND INCOME ETF

FINANCIAL\nHIGHLIGHTS

Per\nShare Data and Ratios for a Share of Beneficial Interest Outstanding Throughout Each Year/Period

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

	For\n the			For\n the			For\n the
	Year\n Ended			Year\n Ended			Period\n Ended
	June\n 30, 2026			June\n 30, 2025			June\n 30, 2024⁽¹⁾
Net\n asset value, beginning of year/period	$	52.83			$	50.98		$	50.00
Activity\n from investment operations:
Net\n investment income⁽²⁾		0.21				0.55			0.19
Net\n realized and unrealized gain on investments		7.45				5.01			1.58
Total\n from investment operations		7.66				5.56			1.77
Less\n distributions from:
Net\n investment income		(2.53	)			(3.71	)		(0.14	)
Return\n of capital		(1.95	)			—			(0.65	)
Total\n distributions		(4.48	)			(3.71	)		(0.79	)
Net\n asset value, end of year/period	$	56.01			$	52.83		$	50.98
Market\n price, end of year/period	$	56.04			$	52.85		$	51.01
Total\n return⁽³⁾		15.17	%			11.14	%		3.54	%⁽⁴⁾
Market\n Price Total return⁽³⁾		15.19	%			11.12	%		3.60	%⁽⁴⁾
Net\n assets, at end of year/period (000s)	$	19,605			$	13,207		$	3,824
Ratio\n of expenses to average net assets		0.79	%			0.84	%		0.85	%⁽⁵⁾
Ratio\n of net investment income to \n average net assets		0.39	%			1.03	%		1.08	%⁽⁵⁾
Portfolio\n Turnover Rate⁽⁶⁾		73	%			4	%		4	%⁽⁴⁾

(1)

The\n Fund commenced operations on February 26, 2024.

(2)

Per\n share amounts calculated using the average shares method, which more appropriately presents\n the per share data for the period.

(3)

Total\n returns are historical in nature and assume changes in share price, reinvestment of all dividends\n and distributions, if any.

(4)

Not\n annualized.

(5)

Annualized.

(6)

Portfolio\n turnover rate excludes portfolio securities received or delivered as a result of processing\n capital share transactions in Creation Units.

Rev.\nJune 2021

PRIVACY\nNOTICE

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

FACTS	WHAT\n DOES NORTHERN LIGHTS FUND TRUST III DO WITH YOUR PERSONAL INFORMATION?

Why?	Financial\n companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing.\n Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully\n to understand what we do.

What?	The\n types of personal information we collect and share depend on the product or service you have with us. This information can include:
	■ Social\nSecurity number \n \n ■ Assets \n \n ■ Retirement Assets \n \n ■ Transaction History \n \n ■ Checking Account Information	■ Purchase History \n \n ■ Account Balances \n \n ■ Account Transactions \n \n ■ Wire Transfer Instructions \n
	When\n you are no longer our customer, we continue to share your information as described in this notice.

How?	All\n financial companies need to share customers’ personal information to run their everyday business. In the section below, we\n list the reasons financial companies can share their customers’ personal information; the reasons Northern Lights Fund Trust\n III chooses to share; and whether you can limit this sharing.

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

Reasons\n we can share your personal information	Does\n Northern \n Lights Fund Trust III \n share?	Can\n you limit this sharing?
For\nour everyday business purposes – \n such\nas to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus	Yes	No
For\nour marketing purposes – \n to\noffer our products and services to you	No	We\n don’t share
For\n joint marketing with other financial companies	No	We\n don’t share
For\nour affiliates’ everyday business purposes – \n information\nabout your transactions and experiences	No	We\n don’t share
For\nour affiliates’ everyday business purposes – \n information\nabout your creditworthiness	No	We\n don’t share
For\n nonaffiliates to market to you	No	We\n don’t share

\n \n \n \n

Questions?

Call\n (631) 490-4300

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

Who\n we are
Who\n is providing \n this notice?	Northern\n Lights Fund Trust III

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

What\n we do
How\n does Northern Lights Fund Trust III protect my personal information?	To\n protect your personal information from unauthorized access and use, we use security measures\n that comply with federal law. These measures include computer safeguards and secured files\n and buildings. \n \n Our\nservice providers are held accountable for adhering to strict policies and procedures to prevent any misuse of your nonpublic personal\ninformation.
How\n does Northern Lights Fund Trust III collect my personal information?	We\n collect your personal information, for example, when you \n \n ■ Open\n an account \n \n ■ Provide\n account information \n \n ■ Give\n us your contact information \n \n ■ Make\n deposits or withdrawals from your account \n \n ■ Make\n a wire transfer \n \n ■ Tell\n us where to send the money \n \n ■ Tells\n us who receives the money \n \n ■ Show\n your government-issued ID \n \n ■ Show\n your driver’s license \n \n We\nalso collect your personal information from other companies.
Why\n can’t I limit \n all sharing?	Federal\n law gives you the right to limit only \n \n ■ Sharing\n for affiliates’ everyday business purposes – information about your creditworthiness \n \n ■ Affiliates\n from using your information to market to you \n \n ■ Sharing\n for nonaffiliates to market to you \n \n State\nlaws and individual companies may give you additional rights to limit sharing.
Definitions
Affiliates	Companies\n related by common ownership or control. They can be financial and nonfinancial companies. \n \n ■ Northern\nLights Fund Trust III does not share with our affiliates.
Nonaffiliates	Companies\n not related by common ownership or control. They can be financial and nonfinancial companies \n \n ■ Northern\nLights Fund Trust III does not share with nonaffiliates so they can market to you.
Joint\n marketing	A\n formal agreement between nonaffiliated financial companies that together market financial\n products or services to you. \n \n ■ Northern\nLights Fund Trust III doesn’t jointly market.

Swan\nEnhanced Dividend Income ETF

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

Adviser	Swan\n Capital Management, LLC \n 1099 Main Avenue, Unit 206 \n Durango, CO 81301	Distributor	Northern\n Lights Distributors, LLC \n 4221 North 203^rd Street, Suite 100 \n Elkhorn, NE 68022
Sub-Adviser	Swan\n Global Management, LLC \n 20 Ridge Top Drive \n Humacao, PR 00791
Independent \n Registered Public \n Accounting Firm	Deloitte\n & Touche LLP \n 695 Town Center Drive, Suite 1000 \n Costa Mesa, CA 92626	Legal\n Counsel	Thompson\n Hine LLP \n 41 South High Street, Suite 1700 \n Columbus, OH 43215
Custodian \n and \n Transfer Agent	U.S.\n Bank, N.A. \n 1555 N. Rivercenter Drive, Suite 302 \n Milwaukee, WI 53212	Administrator	Ultimus\n Fund Solutions, LLC \n 225 Pictoria Drive, Suite 450 \n Cincinnati, OH 45246

Additional\ninformation about the Fund is included in the Fund’s Statement of Additional Information dated November 1, 2026 (the “SAI”).\nThe SAI is incorporated into this Prospectus by reference (i.e., legally made a part of this Prospectus). The SAI provides more details\nabout the Fund’s policies and management. Additional information about the Fund’s investments is available in the Fund’s\nAnnual and Semi-Annual Reports to Shareholders. In the Fund’s Annual Report, you will find a discussion of the market conditions\nand investment strategies that significantly affected the Fund’s performance during its last fiscal year.

To\nobtain a free copy of the SAI and the Annual and Semi-Annual Reports to Shareholders, or other information about the Fund, or to make\nshareholder inquiries about the Fund, please call 1-877-383-7259 or visit www.etfs.swanglobalinvestments.com. You may also write\nto:

Swan\nEnhanced Dividend Income ETF

c/o\nUltimus Fund Solutions, LLC

225\nPictoria Drive, Suite 450

Cincinnati,\nOH 45246

Reports\nand other information about each Fund are available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov.\nCopies of the information may be obtained, after paying a duplicating fee, by electronic request at the following E-mail address: publicinfo@sec.gov.

Investment\nCompany Act File # 811-22655

Swan\nEnhanced Dividend Income ETF

SCLZ

a\nseries of Northern Lights Fund Trust III

STATEMENT\nOF ADDITIONAL INFORMATION

November\n1, 2026

This\nStatement of Additional Information (“SAI”) is not a Prospectus and should be read in conjunction with the Prospectus of\nthe Swan Enhanced Dividend Income ETF (the “Fund”) November 1, 2026, which is incorporated by reference into this\nSAI (i.e., legally made a part of this SAI). Copies may be obtained without charge by contacting the Fund’s Administrator, Ultimus\nFund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246 or by calling 1-877-383-7259. You may also obtain a prospectus\nby visiting the Fund’s website at www.etfs.swanglobalinvestments.com.

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

THE\n FUND	1
INVESTMENTS\n AND RISKS	2
PORTFOLIO\n TURNOVER	24
INVESTMENT\n RESTRICTIONS	24
INVESTMENT\n ADVISER AND SUB-ADVISER	26
PORTFOLIO\n MANAGERS	27
ALLOCATION\n OF BROKERAGE	29
POLICIES\n AND PROCEDURES FOR DISCLOSURE OF PORTFOLIO HOLDINGS	30
OTHER\n SERVICE PROVIDERS	32
INDEPENDENT\n REGISTERED PUBLIC ACCOUNTING FIRM	34
LEGAL\n COUNSEL	34
DISTRIBUTOR	34
DESCRIPTION\n OF SHARES	35
CODE\n OF ETHICS	36
PROXY\n VOTING POLICIES	36
PURCHASE,\n REDEMPTION AND PRICING OF FUND SHARES	37
TAX\n STATUS	48
ANTI-MONEY\n LAUNDERING PROGRAM	54
CONTROL\n PERSONS AND PRINCIPAL HOLDERS OF SECURITIES	54
MANAGEMENT	55
FINANCIAL\n STATEMENTS	59
APPENDIX\n A – BOND RATINGS	60
APPENDIX\n B – PROXY VOTING POLICIES AND PROCEDURES	62

\n \n \n \n \n

THE\n FUND

The\nFund is a diversified series of Northern Lights Fund Trust III, a Delaware statutory trust organized on December 5, 2011 (the “Trust”).\nThe Trust is registered as an open-end management investment company. The Trust is governed by its Board of Trustees (the “Board”).

The\nFund may issue an unlimited number of shares of beneficial interest. All shares of the Fund have equal rights and privileges. Each share\nof the Fund is entitled to one vote on all matters as to which shares are entitled to vote. In addition, each share of the Fund is entitled\nto participate equally with other shares, (i) in dividends and distributions declared by the Fund and (ii) on liquidation to its proportionate\nshare of the assets remaining after satisfaction of outstanding liabilities. Shares of the Fund are fully paid, non-assessable and fully\ntransferable and have no pre-emptive, conversion or exchange rights. Fractional shares have proportionately the same rights, including\nvoting rights, as are provided for a full share.

Swan\nCapital Management, LLC (the “Adviser”) is the Fund’s investment adviser and Swan Global Management, LLC (the “Sub-Adviser”)\nis the Fund’s investment sub-adviser. The Fund’s investment objectives, restrictions and policies are more fully described\nhere and in the Prospectus. The Board may start other series and offer shares of a new fund under the Trust at any time.

Under\nthe Trust’s Agreement and Declaration of Trust, each Trustee will continue in office until the termination of the Trust or his/her\nearlier death, incapacity, resignation, or removal. Shareholders can remove a Trustee to the extent provided by the Investment Company\nAct of 1940, as amended (the “1940 Act”) and the rules and regulations promulgated thereunder. Vacancies may be filled by\na majority of the remaining Trustees, except insofar as the 1940 Act may require the election by shareholders. As a result, normally\nno annual or regular meetings of shareholders will be held unless matters arise requiring a vote of shareholders under the Agreement\nand Declaration of Trust or the 1940 Act.

The\nFund issues and redeems Shares at net asset value (“NAV”) only in aggregations of 25,000 Shares (each a “Creation Unit”).\nThe Fund issues and redeems Creation Units principally in exchange for a basket of securities (the “Deposit Securities”),\ntogether with the deposit of a specified cash payment (the “Cash Component”), plus a transaction fee (unless waived). Shares\nare listed, subject to notice of issuance, on the Cboe BZX Exchange, Inc. (the “Exchange”). Shares trade on the Exchange\nat market prices that may be below, at, or above NAV.

The\nFund reserves the right to offer creations and redemptions of Shares for cash. In addition, Shares may be issued in advance of receipt\nof Deposit Securities subject to various conditions, including a requirement to maintain on deposit with the Trust cash equal to up to\n115% of the market value of the missing Deposit Securities. In each instance of such cash creations or redemptions, transaction fees,\nmay be imposed and may be higher than the transaction fees associated with in-kind creations or redemptions. See PURCHASE, REDEMPTION\nAND PRICING OF SHARES below.

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 Exchange\nnecessary to maintain the listing of Shares will continue to be met. The Exchange may, but is not required to, remove the Shares from\nlisting if, among other things following the initial 12-month period beginning upon the commencement of trading of Fund shares, there\nare fewer than 50 beneficial and/or beneficial owners of Shares for 30 or more

consecutive trading days or 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 will\nalso remove Shares from listing and trading upon termination of the Fund or in the event the Fund does not comply with the continuous\nlisting standards of the Exchange, as described in the Fund’s Prospectus.

As\nin the case of other publicly-traded securities, when you buy or sell Shares through a broker, you may incur a brokerage commission determined\nby that broker, as well as other charges.

\n \n \n \n \n

INVESTMENTS\n AND RISKS

The\ninvestment objective of the Fund and the descriptions of the Fund’s principal investment strategies are set forth under “Principal\nInvestment Strategies” in the Prospectus. The Fund’s investment objective is not fundamental and may be changed without the\napproval of a majority of the outstanding voting securities of the Trust.

The\nfollowing pages contain more detailed information about the types of instruments in which the Fund may invest, strategies the Adviser\nand Sub-Adviser may employ in pursuit of the Fund’s investment objective and a summary of related risks.

Equity\nSecurities

Equity\nsecurities in which the Fund invests include common stocks, preferred stocks, and securities convertible into common stocks, such as\nconvertible bonds, warrants, rights and options. The value of equity securities varies in response to many factors, including the activities\nand financial condition of individual companies, the business market in which individual companies compete and general market and economic\nconditions. Equity securities fluctuate in value, often based on factors unrelated to the value of the issuer of the securities, and\nsuch fluctuations can be significant.

Common\nStock

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

Preferred\nStock

The\nFund may invest in preferred stock with no minimum credit rating. Preferred stock is a class of stock having a preference over common\nstock as to the payment of dividends and the recovery of investment should a company be liquidated, although preferred stock is usually\njunior to the debt securities of the issuer. Preferred stock typically does not possess voting rights and its market value may change\nbased on changes in interest rates.

The\nfundamental risk of investing in common and preferred stock is the risk that the value of the stock might decrease. Stock values fluctuate\nin response to the activities of an individual company or in response to general market and/or economic conditions. Historically, common\nstocks have provided greater long-term returns and have entailed greater short-term risks than preferred stocks, fixed-income securities\nand money market investments. The market value of all securities, including common and preferred stocks, is based upon the market’s\nperception of value and not necessarily the book value of an issuer or other objective measures of a company’s worth.

Fixed\nIncome/Debt/Bond Securities

Yields\non fixed income securities are dependent on a variety of factors, including the general conditions of the money market and other fixed\nincome securities markets, the size of a particular offering, the maturity of the obligation and the rating of the issue. An investment\nin the Fund will be subjected to risk even if all fixed income securities in the Fund’s portfolios are paid in full at maturity.\nAll fixed income securities, including U.S. government securities, can change in value when there is a change in interest rates or the\nissuer’s actual or perceived creditworthiness or ability to meet its obligations.

There\nis normally an inverse relationship between the market value of securities sensitive to prevailing interest rates and actual changes\nin interest rates. In other words, an increase in interest rates produces a decrease in market value. The longer the remaining maturity\n(and duration) of a security, the greater will be the effect of interest rate changes on the market value of that security. Changes in\nthe ability of an issuer to make payments of interest and principal and in the market’s perception of an issuer’s creditworthiness\nwill also affect the market value of the debt securities of that issuer. Obligations of issuers of fixed income securities (including\nmunicipal securities) are subject to the provisions of bankruptcy, insolvency, and other laws affecting the rights and remedies of creditors,\nsuch as the Federal Bankruptcy Reform Act of 1978. In addition, the obligations of municipal issuers may become subject to laws enacted\nin the future by Congress, state legislatures, or referenda extending the time for payment of principal and/or interest, or imposing\nother constraints upon enforcement of such obligations or upon the ability of municipalities to levy taxes. Changes in the ability of\nan issuer to make payments of interest and principal and in the market’s perception of an issuer’s creditworthiness will\nalso affect the market value of the debt securities of that issuer. The possibility exists, therefore, that, the ability of any issuer\nto pay, when due, the principal of and interest on its debt securities may become impaired.

The\ncorporate debt securities in which the Fund may invest include corporate bonds and notes and short-term investments such as commercial\npaper and variable rate demand notes. Commercial paper (short-term promissory notes) is issued by companies to finance their or their\naffiliate’s current obligations and is frequently unsecured. Variable and floating rate demand notes are unsecured obligations\ntypically redeemable upon not more than 30 days’ notice. These obligations include master demand notes that permit investment of\nfluctuating amounts at varying rates of interest pursuant to a direct arrangement with the issuer of the instrument. The issuer of these\nobligations often has the right, after a given period, to prepay the outstanding principal amount of the obligations upon a specified\nnumber of days’ notice. These obligations generally are not traded, nor generally is there an established secondary market for\nthese obligations. To the extent a demand note does not have a 7-day or shorter demand feature and there is no readily available market\nfor the obligation, it is treated as an illiquid investment.

The\nFund may invest in sovereign bonds. Sovereign bonds involve special risks not present in corporate bonds. The governmental authority\nthat controls the repayment of the bonds may be unable or unwilling to make interest payments and/or repay the principal on its bonds.\nIf an issuer of sovereign bonds defaults on payments of principal and/or interest, the Fund may have limited recourse against the issuer.\nIn the past, certain governments of emerging market countries have declared themselves unable to meet their financial obligations on\na timely basis, which has resulted in losses to holders of such government’s debt.

A\nsovereign debtor’s willingness or ability to repay principal and pay interest in a timely manner may be affected by, among other\nfactors, its cash flow situation, the extent of its foreign currency reserves,

the availability of sufficient foreign exchange, the relative\nsize of the debt service burden, the sovereign debtor’s policy toward principal international lenders and local political constraints.\nSovereign debtors may also be dependent on expected disbursements from foreign governments, multilateral agencies and other entities\nto reduce principal and interest arrearages on their debt. The failure of a sovereign debtor to implement economic reforms, achieve specified\nlevels of economic performance or repay principal or interest when due may result in the cancellation of third-party commitments to lend\nfunds to the sovereign debtor, which may further impair such debtor’s ability or willingness to service its debts.

The\nFund may invest in debt securities, including non-investment grade debt securities. The following describes some of the risks associated\nwith fixed income debt securities:

Interest\nRate Risk. Debt securities have varying levels of sensitivity to changes in interest rates. In general, the price of a debt security\ncan fall when interest rates rise and can rise when interest rates fall. Securities with longer maturities and mortgage securities can\nbe more sensitive to interest rate changes although they usually offer higher yields to compensate investors for the greater risks. The\nlonger the maturity of the security, the greater the impact a change in interest rates could have on the security’s price. In addition,\nshort-term and long-term interest rates do not necessarily move in the same amount or the same direction. Short-term securities tend\nto react to changes in short-term interest rates and long-term securities tend to react to changes in long-term interest rates.

Credit\nRisk. Fixed income securities have speculative characteristics and changes in economic conditions or other circumstances are more\nlikely to lead to a weakened capacity of those issuers to make principal or interest payments, as compared to issuers of more highly\nrated securities.

Extension\nRisk. The Fund is subject to the risk that an issuer will exercise its right to pay principal on an obligation held by the Fund (such\nas mortgage-backed securities) later than expected. This may happen when there is a rise in interest rates. These events may lengthen\nthe duration (i.e., interest rate sensitivity) and potentially reduce the value of these securities.

Prepayment\nRisk. Certain types of debt securities, such as mortgage-backed securities, have yield and maturity characteristics corresponding\nto underlying assets. Unlike traditional debt securities, which may pay a fixed rate of interest until maturity when the entire principal\namount comes due, payments on certain mortgage-backed securities may include both interest and a partial payment of principal. Besides\nthe scheduled repayment of principal, payments of principal may result from the voluntary prepayment, refinancing, or foreclosure of\nthe underlying mortgage loans.

Securities\nsubject to prepayment are less effective than other types of securities as a means of “locking in” attractive long-term interest\nrates. One reason is the need to reinvest prepayments of principal; another is the possibility of significant unscheduled prepayments\nresulting from declines in interest rates. These prepayments would have to be reinvested at lower rates. As a result, these securities\nmay have less potential for capital appreciation during periods of declining interest rates than other securities of comparable maturities,\nalthough they may have a similar risk of decline in market value during periods of rising interest rates. Prepayments may also significantly\nshorten the effective maturities of these securities, especially during periods of declining interest rates. Conversely, during periods\nof rising interest rates, a reduction in prepayments may increase the effective maturities of these securities, subjecting them to a\ngreater risk of decline in market value in response to rising interest rates than traditional debt securities, and, therefore, potentially\nincreasing the volatility of the Fund.

At\ntimes, some of the mortgage-backed securities in which the Fund may invest will have higher than market interest rates and therefore\nwill be purchased at a premium above their par value. Prepayments

may cause losses in securities purchased at a premium, as unscheduled\nprepayments, which are made at par, will cause the Fund to experience a loss equal to any unamortized premium.

Certificates\nof Deposit and Bankers’ Acceptances

Certificates\nof deposit are receipts issued by a depository institution in exchange for the deposit of funds. The issuer agrees to pay the amount\ndeposited plus interest to the bearer of the receipt on the date specified on the certificate. The certificate usually can be traded\nin the secondary market prior to maturity.

The\nFund may invest in insured bank obligations. The Federal Deposit Insurance Corporation (“FDIC”) insures the deposits of federally\ninsured banks and savings and loan associations (each a “bank”) up to $250,000. The Fund may purchase bank obligations that\nare fully insured as to principal by the FDIC. Currently, to remain fully insured as to principal, these investments must be limited\nto $250,000 per bank; if the principal amount and accrued interest together exceed $250,000, the excess principal and accrued interest\nwill not be insured. Insured bank obligations may have limited marketability.

Bankers’\nacceptances typically arise from short-term credit arrangements designed to enable businesses to obtain funds to finance commercial transactions.\nGenerally, an acceptance is a time draft drawn on a bank by an exporter or an importer to obtain a stated amount of funds to pay for\nspecific merchandise. The draft is then “accepted” by a bank that, in effect, unconditionally guarantees to pay the face\nvalue of the instrument on its maturity date. The acceptance may then be held by the accepting bank as an earning asset, or it\nmay be sold in the secondary market at the going rate of discount for a specific maturity. Although maturities for acceptances can be\nas long as 270 days, most acceptances have maturities of six months or less.

Time\nDeposits and Variable Rate Notes

The\nFund may invest in fixed time deposits, whether or not subject to withdrawal penalties. The commercial paper obligations, which the Fund\nmay buy are unsecured and may include variable rate notes. The nature and terms of a variable rate note (i.e., a “Master Note”)\npermit the Fund to invest fluctuating amounts at varying rates of interest pursuant to a direct arrangement between the Fund as lender,\nand the issuer, as borrower. It permits daily changes in the amounts borrowed. The Fund has the right at any time to increase, up to\nthe full amount stated in the note agreement, or to decrease the amount outstanding under the note. The issuer may prepay at any time\nand without penalty any part of or the full amount of the note. The note may or may not be backed by one or more bank letters of credit.\nBecause these notes are direct lending arrangements between the Fund and the issuer, it is not generally contemplated that they will\nbe traded; moreover, there is currently no secondary market for them. Except as specifically provided in the Prospectus, there is no\nlimitation on the type of issuer from whom these notes may be purchased; however, in connection with such purchase and on an ongoing\nbasis, the Adviser and Sub-Adviser will consider the earning power, cash flow and other liquidity ratios of the issuer, and its ability\nto pay principal and interest on demand, including a situation in which all holders of such notes made demand simultaneously. Variable\nrate notes are subject to the Fund’s investment restrictions on illiquid investments unless such notes can be put back to the issuer\non demand within seven days.

Commercial\nPaper

The\nFund may purchase commercial paper. Commercial paper consists of short-term (usually from 1 to 270 days) unsecured promissory notes issued\nby corporations in order to finance their current

operations. It may be secured by letters of credit, a surety bond or other forms of\ncollateral. Commercial paper is usually repaid at maturity by the issuer from the proceeds of the issuance of new commercial paper. As\na result, investment in commercial paper is subject to the risk the issuer cannot issue enough new commercial paper to satisfy its outstanding\ncommercial paper, also known as rollover risk. Commercial paper may become illiquid or may suffer from reduced liquidity in certain circumstances.\nLike all fixed income securities, commercial paper prices are susceptible to fluctuations in interest rates. If interest rates rise,\ncommercial paper prices will decline. The short-term nature of a commercial paper investment makes it less susceptible to interest rate\nrisk than many other fixed income securities because interest rate risk typically increases as maturity lengths increase. Commercial\npaper tends to yield smaller returns than longer-term corporate debt because securities with shorter maturities typically have lower\neffective yields than those with longer maturities. As with all fixed income securities, there is a chance that the issuer will default\non its commercial paper obligation.

Repurchase\nAgreements

The\nFund may enter into repurchase agreements. In a repurchase agreement, an investor (such as the Fund) purchases a security (known as the\n“underlying security”) from a securities dealer or bank. Any such dealer or bank must be deemed creditworthy by the Adviser\nor Sub-Adviser. At that time, the bank or securities dealer agrees to repurchase the underlying security at a mutually agreed upon price\non a designated future date. The repurchase price may be higher than the purchase price, the difference being income to the Fund, or\nthe purchase and repurchase prices may be the same, with interest at an agreed upon rate due to the Fund on repurchase. In either case,\nthe income to the Fund generally will be unrelated to the interest rate on the underlying securities. Repurchase agreements must be “fully\ncollateralized,” in that the market value of the underlying securities (including accrued interest) must at all times be equal\nto or greater than the repurchase price. Therefore, a repurchase agreement can be considered a loan collateralized by the underlying\nsecurities.

Repurchase\nagreements are generally for a short period of time, often less than a week, and will generally be used by the Fund to invest excess\ncash or as part of a temporary defensive strategy. Repurchase agreements that do not provide for payment within seven days will be treated\nas illiquid investments. In the event of bankruptcy or other default by the seller of a repurchase agreement, the Fund could experience\nboth delays in liquidating the underlying security and losses. These losses could result from: (a) possible decline in the value of the\nunderlying security while the Fund is seeking to enforce its rights under the repurchase agreement; (b) possible reduced levels of income\nor lack of access to income during this period; and (c) expenses of enforcing its rights.

High\nYield Securities

The\nFund may invest in high yield securities. High yield, high risk bonds are securities that are generally rated below investment grade\nby the primary rating agencies (BB+ or lower by S&P and Ba1 or lower by Moody’s). Other terms used to describe such securities\ninclude “lower rated bonds,” “non-investment grade bonds,” “below investment grade bonds,” and “junk\nbonds.” These securities are considered to be high-risk investments. The risks include the following:

Greater\nRisk of Loss. These securities are regarded as predominantly speculative. There is a greater risk that issuers of lower rated\nsecurities will default than issuers of higher rated securities. Issuers of lower rated securities generally are less creditworthy and\nmay be highly indebted, financially distressed, or bankrupt. These issuers are more vulnerable to real or perceived economic changes,\npolitical changes or adverse industry developments. In addition, high yield securities are frequently

subordinated to the prior payment\nof senior indebtedness. If an issuer fails to pay principal or interest, the Fund would experience a decrease in income and a decline\nin the market value of their investments.

Sensitivity\nto Interest Rate and Economic Changes. The income and market value of lower-rated securities may fluctuate more than higher rated\nsecurities. Although non-investment grade securities tend to be less sensitive to interest rate changes than investment grade securities,\nnon-investment grade securities are more sensitive to short-term corporate, economic and market developments. During periods of economic\nuncertainty and change, the market price of the investments in lower-rated securities may be volatile. The default rate for high yield\nbonds tends to be cyclical, with defaults rising in periods of economic downturn.

Valuation\nDifficulties. It is often more difficult to value lower rated securities than higher rated securities. If an issuer’s financial\ncondition deteriorates, accurate financial and business information may be limited or unavailable. In addition, the lower rated investments\nmay be thinly traded and there may be no established secondary market. Because of the lack of market pricing and current information\nfor investments in lower rated securities, valuation of such investments is much more dependent on judgment than is the case with higher\nrated securities.

Liquidity.\nThere may be no established secondary or public market for investments in lower rated securities. Such securities are frequently traded\nin markets that may be relatively less liquid than the market for higher rated securities. In addition, relatively few institutional\npurchasers may hold a major portion of an issue of lower rated securities at times. As a result, the Fund may be required to sell investments\nat substantial losses or retain them indefinitely when an issuer’s financial condition is deteriorating.

Credit\nQuality. Credit quality of non-investment grade securities can change suddenly and unexpectedly, and even recently issued credit\nratings may not fully reflect the actual risks posed by a particular high-yield security.

New\nLegislation. Future legislation may have a possible negative impact on the market for high yield, high risk bonds. New legislation,\nif enacted, could have a material negative effect on the Fund’s investments in lower rated securities.

High-Risk\nInvestments. High risk investments may include the following:

Straight\nfixed-income debt securities. These include bonds and other debt obligations that bear a fixed or variable rate of interest payable\nat regular intervals and have a fixed or resettable maturity date. The particular terms of such securities vary and may include features\nsuch as call provisions and sinking funds.

Zero-coupon\ndebt securities. These bear no interest obligation but are issued at a discount from their value at maturity. When held to maturity,\ntheir entire return equals the difference between their issue price and their maturity value.

Zero-fixed-coupon\ndebt securities. These are zero-coupon debt securities that convert on a specified date to interest-bearing debt securities.

Pay-in-kind\nbonds. These are bonds which allow the issuer, at its option, to make current interest payments on the bonds either in cash or in\nadditional bonds. These are bonds sold without

registration under the Securities Act of 1933, as amended (the “Securities Act”),\nusually to a relatively small number of institutional investors.

Convertible\nsecurities. These are bonds or preferred stock that may be converted to common stock.

Preferred\nstock. These are stocks that generally pay a dividend at a specified rate and have preference over common stock in the payment\nof dividends and in liquidation.

Loan\nparticipations and assignments. These are participations in, or assignments of all or a portion of loans to corporations\nor to governments, including governments of less developed countries.

Securities\nissued in connection with reorganizations and corporate restructurings. In connection with reorganizing or restructuring\nof an issuer, an issuer may issue common stock or other securities to holders of its debt securities. The Fund may hold such common stock\nand other securities even if it did not invest in such securities.

Municipal\nGovernment Obligations

In\ngeneral, municipal obligations are debt obligations issued by or on behalf of states, territories and possessions of the United States\n(including the District of Columbia) and their political subdivisions, agencies and instrumentalities. Municipal obligations generally\ninclude debt obligations issued to obtain funds for various public purposes. Certain types of municipal obligations are issued in whole\nor in part to obtain funding for privately operated facilities or projects. Municipal obligations include general obligation bonds, revenue\nbonds, industrial development bonds, notes and municipal lease obligations. Municipal obligations also include additional obligations,\nthe interest on which is exempt from federal income tax, that may become available in the future as long as the Board determines that\nan investment in any such type of obligation is consistent with the Fund’s investment objectives. Municipal obligations may be\nfully or partially backed by local government, the credit of a private issuer, current or anticipated revenues from a specific project\nor specific assets or domestic or foreign entities providing credit support such as letters of credit, guarantees or insurance.

Bonds\nand Notes. General obligation bonds are secured by the issuer’s pledge of its full faith, credit and taxing power for the payment\nof interest and principal. Revenue bonds are payable only from the revenues derived from a project or facility or from the proceeds of\na specified revenue source. Industrial development bonds are generally revenue bonds secured by payments from and the credit of private\nusers. Municipal notes are issued to meet the short-term funding requirements of state, regional and local governments. Municipal notes\ninclude tax anticipation notes, bond anticipation notes, revenue anticipation notes, tax and revenue anticipation notes, construction\nloan notes, short-term discount notes, tax-exempt commercial paper, demand notes and similar instruments.

Municipal\nLease Obligations. Municipal lease obligations may take the form of a lease, an installment purchase or a conditional sales contract.\nThey are issued by state and local governments and authorities to acquire land, equipment and facilities, such as vehicles, telecommunications\nand computer equipment and other capital assets. The Fund may invest in underlying funds that purchase these lease obligations directly,\nor it may purchase participation interests in such lease obligations (See “Participation Interests” section). States have\ndifferent requirements for issuing municipal debt and issuing municipal leases. Municipal leases are generally subject to greater risks\nthan general obligation or revenue bonds because they usually contain a “non-appropriation” clause, which provides that the\n

issuer is not obligated to make payments on the obligation in future years unless funds have been appropriated for this purpose each\nyear. Such non-appropriation clauses are required to avoid the municipal lease obligations from being treated as debt for state debt\nrestriction purposes. Accordingly, such obligations are subject to “non-appropriation” risk. Municipal leases may be secured\nby the underlying capital asset and it may be difficult to dispose of any such asset in the event of non-appropriation or other default.

Master\nLimited Partnerships (“MLPs”)

The\nFund may invest in MLPs. An MLP is an entity that\nis generally taxed as a partnership for federal income tax purposes and that derives each year at least 90% of its gross income from\n“Qualifying Income”. Qualifying Income for MLPs includes interest, dividends, real estate rents, gain from the sale or disposition\nof real property, income and gain from commodities or commodity futures, and income and gain from mineral or natural resources activities\nthat generate Qualifying Income. MLP interests (known as units) are traded on securities exchanges or over-the-counter. An MLP’s\norganization as a partnership and compliance with the Qualifying Income rules generally eliminates federal tax at the entity level.

An\nMLP has one or more general partners (who may be individuals, corporations, or other partnerships) which manage the partnership, and\nlimited partners, which provide capital to the partnership but have no role in its management. Typically, the general partner is owned\nby company management or another publicly traded sponsoring corporation. When an investor buys units in an MLP, the investor becomes\na limited partner.

MLPs\nare formed in several ways. A nontraded partnership may decide to go public. Several nontraded partnerships may roll up into a single\nMLP. A corporation may spin-off a group of assets or part of its business into an MLP of which it is the general partner, to realize\nthe assets’ full value on the marketplace by selling the assets and using the cash proceeds received from the MLP to address debt\nobligations or to invest in higher growth opportunities, while retaining control of the MLP. A corporation may fully convert to an MLP,\nalthough since 1986 the tax consequences have made this an unappealing option for most corporations. Unlike the ways described above,\nit is also possible for a newly formed entity to commence operations as an MLP from its inception.

The\nsponsor or general partner of an MLP, other energy companies, and utilities may sell assets to MLPs in order to generate cash to fund\nexpansion projects or repay debt. The MLP structure essentially transfers cash flows generated from these acquired assets directly to\nMLP limited partner unitholders.

In\nthe case of an MLP buying assets from its sponsor or general partner the transaction is intended to be based upon comparable terms in\nthe acquisition market for similar assets. To help ensure that appropriate protections are in place, the board of the MLP generally creates\nan independent committee to review and approve the terms of the transaction. The committee often obtains a fairness opinion and can retain\ncounsel or other experts to assist its evaluation. Since both parties normally have a significant equity stake in the MLP, both parties\nare aligned to see that the transaction is accretive and fair to the MLP.

As\na motivation for the general partner to successfully manage the MLP and increase cash flows, the terms of MLPs typically provide that\nthe general partner receives a larger portion of the net income as distributions reach higher target levels. As cash flow grows, the\ngeneral partner receives a greater interest in the incremental income compared to the interest of limited partners. Although the percentages\nvary among MLPs, the general partner’s marginal interest in distributions generally

increases from 2% to 15% at the first designated\ndistribution target level moving up to 25% and ultimately 50% as pre-established distribution per unit thresholds are met. Nevertheless,\nthe aggregate amount distributed to limited partners will increase as MLP distributions reach higher target levels. Given this incentive\nstructure, the general partner has an incentive to streamline operations and undertake acquisitions and growth projects in order to increase\ndistributions to all partners.

Because\nthe MLP itself generally does not pay federal income tax, its income or loss is allocated to its investors, irrespective of whether the\ninvestors receive any cash payment or other distributions from the MLP. An MLP typically makes quarterly cash distributions. Although\nthey resemble corporate dividends, MLP distributions are treated differently for tax purposes. The MLP distribution is treated as a return\nof capital to the extent of the investor’s basis in his MLP interest and, to the extent the distribution exceeds the investor’s\nbasis in the MLP, generally as capital gain. The investor’s original basis is the price paid for the units. The basis is adjusted\ndownwards with each distribution and allocation of deductions (such as depreciation) and losses, and upwards with each allocation of\ntaxable income and gain.

The\npartner will not incur federal income tax on distributions until: (1) he sells his MLP units and pays tax on his gain, which gain is\nincreased due to the basis decrease due to prior distributions; or (2) his basis reaches zero. When the units are sold, the difference\nbetween the sales price and the investor’s adjusted basis is gain or loss for federal income tax purposes.

The\nbusiness of certain MLPs is affected by supply and demand for energy commodities because such MLPs derive revenue and income based upon\nthe volume of the underlying commodity produced, transported, processed, distributed, and/or marketed. Pipeline MLPs have indirect commodity\nexposure to gas and oil price volatility because although they do not own the underlying energy commodity, the general level of commodity\nprices may affect the volume of the commodity that the MLP delivers to its customers and the cost of providing services such as distributing\nnatural gas liquids. The costs of natural gas pipeline MLPs to perform services may exceed the negotiated rates under “negotiated\nrate” contracts. Specifically, processing MLPs may be directly affected by energy commodity prices. Propane MLPs own the underlying\nenergy commodity, and therefore have direct exposure to energy commodity prices, although the Adviser intends to target high-quality\nMLPs that seek to mitigate or manage direct margin exposure to commodity prices. However, the MLP industry in general could be hurt by\nmarket perception that an MLP’s performance and valuation are directly tied to commodity prices.

Real\nEstate Investment Trust (“REITs”)

The\nFund may invest in the equity securities of REITs focused on the energy industry. A REIT is a corporation or business trust that invests\nin real estate and derives its income from rents or sales of real property or interest on loans secured by mortgages on real property.\nThe market value of REITs may be affected by numerous factors, including decreases in the value of real estate, vacancies, decreases\nin lease rates, defaults by lessees, changes in the tax laws or by their inability to qualify for the tax-free pass-through of their\nincome.

Energy\nTrust Securities

The\nFund may invest in U.S. royalty trusts. U.S. royalty trusts are generally not subject to U.S. federal corporate income taxation at the\ntrust or entity level. Instead, each unitholder of the U.S. royalty trust is required to take into account its share of all items of\nthe U.S. royalty trust’s income, gain, loss, deduction and expense. It is possible that the Fund’s share of taxable income\nfrom a U.S. royalty trust may exceed the cash actually distributed to it from the U.S. royalty trust in a given year. In such case, the\nFund will have less after-tax cash available for distribution to shareholders.

Exchange-Traded\nNotes (“ETNs”)

The\nFund may invest in ETNs, which are senior, unsecured, unsubordinated debt securities whose returns are linked to the performance of a\nparticular market benchmark or strategy, minus applicable fees. ETNs are traded on an exchange (e.g., the New York Stock Exchange (“NYSE”))\nduring normal trading hours; however, investors also can hold ETNs until they mature. At maturity, the issuer pays the investor a cash\namount equal to the principal amount, subject to the day’s market benchmark or strategy factor. ETNs do not make periodic coupon\npayments or provide principal protection. ETNs are subject to credit risk, including the credit risk of the issuer, and the value of\nthe ETN may drop due to a downgrade in the issuer’s credit rating, despite the underlying market benchmark or strategy remaining\nunchanged. The value of an ETN also may be influenced by time to maturity, level of supply and demand for the ETN, volatility and lack\nof liquidity in underlying assets, changes in the applicable interest rates, changes in the issuer’s credit rating, and economic,\nlegal, political, or geographic events that affect the referenced underlying asset. When the Fund invests in ETNs, they will bear their\nproportionate share of any fees and expenses borne by the ETN. A decision by the Fund to sell ETN holdings may be limited by the availability\nof a secondary market. In addition, although an ETN may be listed on an exchange, the issuer may not be required to maintain the listing,\nand there can be no assurance that a secondary market will exist for an ETN.

ETNs\nalso are subject to tax risk. No assurance can be given that the IRS will accept, or a court will uphold, how the Fund characterizes\nand treats ETNs for tax purposes.

An\nETN that is tied to a specific market benchmark or strategy may not be able to replicate and maintain exactly the composition and relative\nweighting of securities, commodities or other components in the applicable market benchmark or strategy. Some ETNs that use leverage\ncan, at times, be relatively illiquid, and thus they may be difficult to purchase or sell at a fair price. Leveraged ETNs are subject\nto the same risk as other instruments that use leverage in any form. The market value of ETNs may differ from their market benchmark\nor strategy. This difference in price may be due to the fact that the supply and demand in the market for ETNs at any point in time is\nnot always identical to the supply and demand in the market for the securities, commodities or other components underlying the market\nbenchmark or strategy that the ETN seeks to track. As a result, there may be times when an ETN trades at a premium or discount to its\nmarket benchmark or strategy.

United\nStates Government Obligations

These\nconsist of various types of marketable securities issued by the United States Treasury, i.e., bills, notes and bonds. Such securities\nare direct obligations of the United States government and differ mainly in the length of their maturity. Treasury bills, the most frequently\nissued marketable government security, have a maturity of up to one year and are issued on a discount basis. The Fund may also invest\nin Treasury Inflation-Protected Securities (“TIPS”). TIPS are special types of treasury bonds that were created in order\nto offer bond investors protection from inflation. The values of the TIPS are automatically adjusted to the inflation rate as measured\nby the Consumer Price Index (“CPI”). If the CPI goes up by half a percent, the value of the bond (the TIPS) would also go\nup by half a percent. If the CPI falls, the value of the bond does not fall because the government guarantees that the original investment\nwill stay the same. TIPS decline in value when real interest rates rise. However, in certain interest rate environments, such as when\nreal interest rates are rising faster than nominal interest rates, TIPS may experience greater losses than other fixed income securities\nwith similar duration.

United\nStates Government Agency Obligations

These\nconsist of debt securities issued by agencies and instrumentalities of the United States government, including the various types of instruments\ncurrently outstanding or which may be offered in the future. Agencies include, among others, the Federal Housing Administration, Government\nNational Mortgage Association (“GNMA”), Farmer’s Home Administration, Export-Import Bank of the United States, Maritime\nAdministration, and General Services Administration. Instrumentalities include, for example, each of the Federal Home Loan Banks, the\nNational Bank for Cooperatives, the Federal Home Loan Mortgage Corporation (“FHLMC”), the Farm Credit Banks, the Federal\nNational Mortgage Association (“FNMA”), and the United States Postal Service. These securities are either: (i) backed by\nthe full faith and credit of the United States government (e.g., United States Treasury Bills); (ii) guaranteed by the United States\nTreasury (e.g., GNMA mortgage-backed securities); (iii) supported by the issuing agency’s or instrumentality’s right to borrow\nfrom the United States Treasury (e.g., FNMA Discount Notes); or (iv) supported only by the issuing agency’s or instrumentality’s\nown credit (e.g., Tennessee Valley Association). On September 7, 2008, the U.S. Treasury Department and the Federal Housing Finance Authority\n(the “FHFA”) announced that FNMA and FHLMC had been placed into conservatorship, a statutory process designed to stabilize\na troubled institution with the objective of returning the entity to normal business operations. The U.S. Treasury Department and the\nFHFA at the same time established a secured lending facility and a Secured Stock Purchase Agreement with both FNMA and FHLMC to ensure\nthat each entity had the ability to fulfill its financial obligations. The FHFA announced that it does not anticipate any disruption\nin pattern of payments or ongoing business operations of FNMA and FHLMC.

Government-related\nguarantors (i.e., not backed by the full faith and credit of the United States Government) include FNMA and FHLMC. FNMA is a government-sponsored\ncorporation owned entirely by private stockholders. It is subject to general regulation by the Secretary of Housing and Urban Development.\nFNMA purchases conventional (i.e., not insured or guaranteed by any government agency) residential mortgages from a list of approved\nseller/servicers which include state and federally chartered savings and loan associations, mutual savings banks, commercial banks and\ncredit unions and mortgage bankers. Pass-through securities issued by FNMA are guaranteed as to timely payment of principal and interest\nby FNMA but are not backed by the full faith and credit of the United States Government.

FHLMC\nwas created by Congress in 1970 for the purpose of increasing the availability of mortgage credit for residential housing. It is a government-sponsored\ncorporation formerly owned by the twelve Federal Home Loan Banks and now owned entirely by private stockholders. FHLMC issues participation\ncertificates (“PCs”), which represent interests in conventional mortgages from FHLMC’s national portfolio. FHLMC guarantees\nthe timely payment of interest and ultimate collection of principal, but PCs are not backed by the full faith and credit of the United\nStates government. Commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers and other\nsecondary market issuers also create pass-through pools of conventional residential mortgage loans. Such issuers may, in addition, be\nthe originators and/or servicers of the underlying mortgage loans as well as the guarantors of the mortgage-related securities. Pools\ncreated by such nongovernmental issuers generally offer a higher rate of interest than government and government-related pools because\nthere are no direct or indirect government or agency guarantees of payments in the former pools. However, timely payment of interest\nand principal of these pools may be supported by various forms of insurance or guarantees, including individual loan, title, pool and\nhazard insurance and letters of credit. The insurance and guarantees are issued by governmental entities, private insurers and the mortgage\npoolers.

Securities\nof Other Investment Companies

The\nFund may invest in securities issued by other investment companies. The Fund intends to limit its investments in accordance with applicable\nlaw or as permitted by Rule 12d1-4 under the 1940 Act. Among other things, such law would limit these investments so that, as determined\nimmediately after a securities purchase is made by the Fund: (a) not more than 5% of the value of its total assets will be invested in\nthe securities of any one investment company; (b) not more than 10% of the value of its total assets will be invested in the aggregate\nin securities of investment companies as a group; (c) not more than 3% of the outstanding voting stock of any one investment company\nwill be owned by the Fund; and (d) not more than 10% of the outstanding voting stock of any one closed-end investment company will be\nowned by the Fund together with all other investment companies that have the same advisor. Under certain sets of conditions, different\nsets of restrictions may be applicable. As a shareholder of another investment company, the Fund would bear, along with other shareholders,\nits proportionate share of that investment company’s expenses, including advisory fees. These expenses would be in addition to\nthe advisory and other expenses that the Fund bears directly in connection with its own operations. Investment companies in which the\nFund may invest may also impose a sales or distribution charge in connection with the purchase or redemption of their shares and other\ntypes of commissions or charges. Such charges will be payable by the Fund and, therefore, will be borne directly by the Fund’s\nshareholders.

To\nthe extent applicable, the Fund intends to rely on Section 12(d)(1)(F) and Rule 12d1-4 under the 1940 Act, which in conjunction with\none another allow registered investment companies (such as the Fund) to exceed the limitations described above, provided the aggregate\nsales loads any investor pays (i.e., the combined distribution expenses of both the acquiring fund and the acquired funds) do not exceed\nthe limits on sales loads established by the Financial Industry Regulatory Authority (“FINRA”) for funds of funds, and the\nregistered investment company “mirror votes” any securities purchased pursuant to Section 12(d)(1)(F).

Closed-End\nInvestment Companies

The\nFund may invest its assets in closed-end investment companies (or “closed-end funds”), subject to the investment restrictions\nset forth above. Shares of closed-end funds are typically offered to the public in a one-time initial public offering by a group of underwriters\nwho retain a spread or underwriting commission of between 4% or 6% of the initial public offering price. Such securities are then listed\nfor trading on the NYSE, the American Stock Exchange, the National Association of Securities Dealers Automated Quotation System (commonly\nknown as “NASDAQ”) and, in some cases, may be traded in other over-the-counter markets. Because the shares of closed-end\nfunds cannot be redeemed upon demand to the issuer like the shares of an open-end investment company (such as the Fund), investors seek\nto buy and sell shares of closed-end funds in the secondary market.

The\nFund generally will purchase shares of closed-end funds only in the secondary market. The Fund will incur normal brokerage costs on such\npurchases similar to the expenses the Fund would incur for the purchase of securities of any other type of issuer in the secondary market.\nThe Fund may, however, also purchase securities of a closed-end fund in an initial public offering when, in the opinion of the Adviser\nor Sub-Adviser, based on a consideration of the nature of the closed-end fund’s proposed investments, the prevailing market conditions\nand the level of demand for such securities, they represent an attractive opportunity for growth of capital. The initial offering price\ntypically will include a dealer spread, which may be higher than the applicable brokerage cost if the Fund purchased such securities\nin the secondary market.

The\nshares of many closed-end funds, after their initial public offering, frequently trade at a price per share, which is less than the NAV\nper share, the difference representing the “market discount” of such shares. This market discount may be due in part to the\ninvestment objective of long-term appreciation, which is sought by many closed-end funds, as well as to the fact that the shares of closed-end\nfunds are not redeemable by the holder upon demand to the issuer at the next determined NAV but rather are subject to the principles\nof supply and demand in the secondary market. A relative lack of secondary market purchasers of closed-end fund shares also may contribute\nto such shares trading at a discount to their NAV.

The\nFund may invest in shares of closed-end funds that are trading at a discount to NAV or at a premium to NAV. There can be no assurance\nthat the market discount on shares of any closed-end fund purchased by the Fund will ever decrease. In fact, it is possible that this\nmarket discount may increase and the Fund may suffer realized or unrealized capital losses due to further decline in the market price\nof the securities of such closed-end funds, thereby adversely affecting the NAV of the Fund’s shares. Similarly, there can be no\nassurance that any shares of a closed-end fund purchased by the Fund at a premium will continue to trade at a premium or that the premium\nwill not decrease subsequent to a purchase of such shares by the Fund.

Closed-end\nfunds may issue senior securities (including preferred stock and debt obligations) for the purpose of leveraging the closed-end fund’s\ncommon shares in an attempt to enhance the current return to such closed-end fund’s common shareholders. The Fund’s investment\nin the common shares of closed-end funds that are financially leveraged may create an opportunity for greater total return on its investment,\nbut at the same time may be expected to exhibit more volatility in market price and NAV than an investment in shares of investment companies\nwithout a leveraged capital structure.

Open-End\nInvestment Companies

Under\ncertain circumstances, an underlying fund may determine to make payment of a redemption by the Fund wholly or partly by a distribution\nin kind of securities from its portfolio, in lieu of cash, in conformity with the rules of the SEC. In such cases, the Fund may hold\nsecurities distributed by an underlying fund until the Adviser or Sub-Adviser determines that it is appropriate to dispose of such securities.

Investment\ndecisions by the investment advisers of the underlying fund(s) are made independently of the Fund and its Adviser and Sub-Adviser. Therefore,\nthe investment adviser of one underlying fund may be purchasing shares of the same issuer whose shares are being sold by the investment\nadviser of another such fund. The result would be an indirect expense to the Fund without accomplishing any investment purpose.

Exchange-Traded\nFunds

The\nFund may invest in ETFs. An ETF is a type of open-end fund, however, unlike a mutual fund, its shares are bought and sold on a securities\nexchange at market price and only certain financial institutions called authorized participants may buy and redeem shares of the ETF\nat net asset value. ETF shares can trade at either a premium or discount to net asset value. Each ETF like a mutual fund is subject to\nspecific risks depending on the type of strategy (actively managed or passively tracking an index) and the composition of its underlying\nholdings. Investing in an ETF involves substantially the same risks as investing directly in the ETF’s underlying holdings. ETFs\npay fees and incur operating expenses, which reduce the total return earned by the ETFs from their underlying holdings. An ETF may not\nachieve its investment objective or execute its investment strategy effectively, which may adversely affect the Fund’s performance.

Foreign\nSecurities

The\nFund may invest in foreign securities and ETFs and other investment companies that hold a portfolio of foreign securities. Investing\nin securities of foreign companies and countries involves certain considerations and risks that are not typically associated with investing\nin U.S. government securities and securities of domestic companies. There may be less publicly available information about a foreign\nissuer than a domestic one, and foreign companies are not generally subject to uniform accounting, auditing and financial standards and\nrequirements comparable to those applicable to U.S. companies. There may also be less government supervision and regulation of foreign\nsecurities exchanges, brokers and listed companies than exists in the United States. Interest and dividends paid by foreign issuers may\nbe subject to withholding and other foreign taxes, which may decrease the net return on such investments as compared to dividends and\ninterest paid to the Fund by domestic companies or the U.S. government. There may be the possibility of expropriations, seizure or nationalization\nof foreign deposits, confiscatory taxation, political, economic or social instability or diplomatic developments that could affect assets\nof the Fund held in foreign countries. Finally, the establishment of exchange controls or other foreign governmental laws or restrictions\ncould adversely affect the payment of obligations.

To\nthe extent the Fund’s currency exchange transactions do not fully protect the Fund against adverse changes in currency exchange\nrates, decreases in the value of currencies of the foreign countries in which the Fund will invest relative to the U.S. dollar will result\nin a corresponding decrease in the U.S. dollar value of the Fund’s assets denominated in those currencies (and possibly a corresponding\nincrease in the amount of securities required to be liquidated to meet distribution requirements). Conversely, increases in the value\nof currencies of the foreign countries in which the Fund invests relative to the U.S. dollar will result in a corresponding increase\nin the U.S. dollar value of the Fund’s assets (and possibly a corresponding decrease in the amount of securities to be liquidated).

Emerging\nMarkets Securities

Investing\nin emerging market securities imposes risks different from, or greater than, risks of investing in foreign developed countries. These\nrisks include: smaller market capitalization of securities markets, which may suffer periods of relative illiquidity; significant price\nvolatility; restrictions on foreign investment; 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 market\ncountries may experience significant declines against the U.S. dollar, and devaluation may occur subsequent to investments in these currencies\nby the Fund. Inflation and rapid fluctuations in inflation rates have had, and may continue to have, negative effects on the economies\nand securities markets of certain emerging market countries.

Additional\nrisks of emerging markets securities may include: greater social, economic and political uncertainty and instability; more substantial\ngovernmental involvement in the economy; less governmental supervision and regulation; unavailability of currency hedging techniques;\ncompanies that are newly organized and small; differences in auditing and financial reporting standards, which may result in unavailability\nof material information about issuers; and less developed legal systems. In addition, emerging securities markets may have different\nclearance and settlement procedures, which may be unable to keep pace with the volume of securities transactions or otherwise make it\ndifficult to engage in such transactions. Settlement problems may cause the Fund to miss attractive investment

opportunities, hold a\nportion of its assets in cash pending investment, or be delayed in disposing of a portfolio security. Such a delay could result in possible\nliability to a purchaser of the security.

Securities\nOptions

The\nFund may purchase and write (i.e., sell) put and call options. Such options may relate to particular securities or stock indices, and\nmay or may not be listed on a domestic or foreign securities exchange and may or may not be issued by the Options Clearing Corporation.\nOptions trading is a highly specialized activity that entails greater than ordinary investment risk. Options may be more volatile than\nthe underlying instruments, and therefore, on a percentage basis, an investment in options may be subject to greater fluctuation than\nan investment in the underlying instruments themselves.

A\ncall option for a particular security gives the purchaser of the option the right to buy, and the writer (seller) the obligation to sell,\nthe underlying security at the stated exercise price at any time prior to the expiration of the option, regardless of the market price\nof the security. The premium paid to the writer is in consideration for undertaking the obligation under the option contract. A put option\nfor a particular security gives the purchaser the right to sell the security at the stated exercise price at any time prior to the expiration\ndate of the option, regardless of the market price of the security.

Stock\nindex options are put options and call options on various stock indices. In most respects, they are identical to listed options on common\nstocks. The primary difference between stock options and index options occurs when index options are exercised. In the case of stock\noptions, the underlying security, common stock, is delivered. However, upon the exercise of an index option, settlement does not occur\nby delivery of the securities comprising the index. The option holder who exercises the index option receives an amount of cash if the\nclosing level of the stock index upon which the option is based is greater than, in the case of a call, or less than, in the case of\na put, the exercise price of the option. This amount of cash is equal to the difference between the closing price of the stock index\nand the exercise price of the option expressed in dollars times a specified multiple. A stock index fluctuates with changes in the market\nvalue of the stocks included in the index. For example, some stock index options are based on a broad market index, such as the Standard\n& Poor’s 500® Index or the Value Line Composite Index or a narrower market index, such as the Standard & Poor’s\n100® Index. Indices may also be based on an industry or market segment, such as the NYSE Arca Oil Index. Options on stock\nindices are currently traded on the NYSE, the NYSE American and the Nasdaq PHLX.

The\nFund’s obligation to sell an instrument subject to a call option written by it, or to purchase an instrument subject to a put option\nwritten by it, may be terminated prior to the expiration date of the option by the Fund’s execution of a closing purchase transaction,\nwhich is effected by purchasing on an exchange an option of the same series (i.e., same underlying instrument, exercise price and expiration\ndate) as the option previously written. A closing purchase transaction will ordinarily be effected to realize a profit on an outstanding\noption, to prevent an underlying instrument from being called, to permit the sale of the underlying instrument or to permit the writing\nof a new option containing different terms on such underlying instrument. The cost of such a liquidation purchase plus transactions costs\nmay be greater than the premium received upon the original option, in which event the Fund will have paid a loss in the transaction.\nThere is no assurance that a liquid secondary market will exist for any particular option. An option writer unable to effect a closing\npurchase transaction will not be able to sell the underlying instrument or liquidate the assets held in a segregated account, as described\nbelow, until the option expires or the optioned instrument is delivered upon exercise. In such circumstances, the writer will be subject\nto the risk of market decline or appreciation in the instrument during such period.

If\nan option purchased by the Fund expires unexercised, the Fund realizes a loss equal to the premium paid. If the Fund enters into a closing\nsale transaction on an option purchased by it, the Fund will realize a gain if the premium received by the Fund on the closing transaction\nis more than the premium paid to purchase the option, or a loss if it is less. If an option written by the Fund expires on the stipulated\nexpiration date or if the Fund enters into a closing purchase transaction, it will realize a gain (or loss if the cost of a closing purchase\ntransaction exceeds the net premium received when the option is sold). If an option written by the Fund is exercised, the proceeds of\nthe sale will be increased by the net premium originally received and the Fund will realize a gain or loss.

Certain\nRisks Regarding Options

There\nare several risks associated with transactions in options. For example, there are significant differences between the securities and\noptions markets that could result in an imperfect correlation between these markets, causing a given transaction not to achieve its objectives.\nIn addition, a liquid secondary market for particular options, whether traded over-the-counter or on an exchange, may be absent for reasons\nwhich include the following: there may be insufficient trading interest in certain options; restrictions may be imposed by an exchange\non opening transactions or closing transactions or both; trading halts, suspensions or other restrictions may be imposed with respect\nto particular classes or series of options or underlying securities or currencies; unusual or unforeseen circumstances may interrupt\nnormal operations on an exchange; the facilities of an exchange or the Options Clearing Corporation may not at all times be adequate\nto handle current trading value; or one or more exchanges could, for economic or other reasons, decide or be compelled at some future\ndate to discontinue the trading of options (or a particular class or series of options), in which event the secondary market on that\nexchange (or in that class or series of options) would cease to exist, although outstanding options that had been issued by the Options\nClearing Corporation as a result of trades on that exchange would continue to be exercisable in accordance with their terms.

Successful\nuse by the Fund of options on stock indices will be subject to the ability of the Adviser or Sub-Adviser to correctly predict movements\nin the directions of the stock market. This requires different skills and techniques than predicting changes in the prices of individual\nsecurities. In addition, the Fund’s ability to effectively hedge all or a portion of the securities in its portfolio, in anticipation\nof or during a market decline, through transactions in put options on stock indices, depends on the degree to which price movements in\nthe underlying index correlate with the price movements of the securities held by the Fund. Inasmuch as the Fund’s securities will\nnot duplicate the components of an index, the correlation will not be perfect. Consequently, the Fund bears the risk that the prices\nof its securities being hedged will not move in the same amount as the prices of its put options on the stock indices. It is also possible\nthat there may be a negative correlation between the index and the Fund’s securities that would result in a loss on both such securities\nand the options on stock indices acquired by the Fund.

The\nhours of trading for options may not conform to the hours during which the underlying securities are traded. To the extent that the options\nmarkets close before the markets for the underlying securities, significant price and rate movements can take place in the underlying\nmarkets that cannot be reflected in the options markets. The purchase of options is a highly specialized activity that involves investment\ntechniques and risks different from those associated with ordinary portfolio securities transactions. The purchase of stock index options\ninvolves the risk that the premium and transaction costs paid by the Fund in purchasing an option will be lost as a result of unanticipated\nmovements in prices of the securities comprising the stock index on which the option is based.

There\nis no assurance that a liquid secondary market on an options exchange will exist for any particular option, or at any particular time,\nand for some options no secondary market on an exchange or

elsewhere may exist. If the Fund is unable to close out a call option on securities\nthat it has written before the option is exercised, the Fund may be required to purchase the optioned securities in order to satisfy\ntheir obligation under the option to deliver such securities. If the Fund is unable to effect a closing sale transaction with respect\nto options on securities that they have purchased, they would have to exercise the option in order to realize any profit and would incur\ntransaction costs upon the purchase and sale of the underlying securities.

Cover\nfor Options Positions

Transactions\nusing options (other than options that the Fund has purchased) expose the Fund to an obligation to another party. The Fund does not enter\ninto any such transactions unless they own either (i) an offsetting (“covered”) position in securities or other options or\n(ii) cash or liquid securities with a value sufficient at all times to cover its potential obligations not covered as provided in (i)\nabove.

Options\non Futures Contracts

The\nFund may purchase and sell options on the same types of futures in which it may invest. Options on futures are similar to options on\nunderlying instruments except that options on futures give the purchaser the right, in return for the premium paid, to assume a position\nin a futures contract (a long position if the option is a call and a short position if the option is a put), rather than to purchase\nor sell the futures contract, at a specified exercise price at any time during the period of the option. Upon exercise of the option,\nthe delivery of the futures position by the writer of the option to the holder of the option will be accompanied by the delivery of the\naccumulated balance in the writer’s futures margin account which represents the amount by which the market price of the futures\ncontract, at exercise, exceeds (in the case of a call) or is less than (in the case of a put) the exercise price of the option on the\nfutures contract. Purchasers of options who fail to exercise their options prior to the exercise date suffer a loss of the premium paid.

Dealer\nOptions

The\nFund may engage in transactions involving dealer options as well as exchange-traded options. Certain additional risks are specific to\ndealer options. While the Fund might look to a clearing corporation to exercise exchange-traded options, if the Fund were to purchase\na dealer option it would need to rely on the dealer from which it purchased the option to perform if the option were exercised. Failure\nby the dealer to do so would result in the loss of the premium paid by the Fund as well as loss of the expected benefit of the transaction.

Exchange-traded\noptions generally have a continuous liquid market while dealer options may not. Consequently, the Fund may generally be able to realize\nthe value of a dealer option they have purchased only by exercising or reselling the option to the dealer who issued it. Similarly, when\nthe Fund writes a dealer option, they may generally be able to close out the option prior to its expiration only by entering into a closing\npurchase transaction with the dealer to whom the Fund originally wrote the option. While the Fund seeks to enter into dealer options\nonly with dealers who agree to and which are expected to be capable of entering into closing transactions with the Fund, there can be\nno assurance that the Fund will at any time be able to liquidate a dealer option at a favorable price at any time prior to expiration.\nUnless the Fund, as covered dealer call option writers, are able to effect a closing purchase transaction, they will not be able to liquidate\nsecurities (or other assets) used as cover until the option expires or is exercised. In the event of insolvency of the other party, the\nFund may be unable to liquidate a dealer option. With respect to options written by the Fund, the inability to enter into a closing transaction\nmay result in material losses to the Fund.

The\nStaff of the SEC has taken the position that purchased dealer options are illiquid investments. In such cases, the dealer option would\nbe considered illiquid only to the extent the maximum purchase price under the formula exceeds the intrinsic value of the option. Accordingly,\nthe Fund treats dealer options as subject to the Fund’s limitation on illiquid investments. If the SEC changes its position on\nthe liquidity of dealer options, the Fund will change their treatment of such instruments accordingly.

Futures\nContracts

A\nfutures contract provides for the future sale by one party and purchase by another party of a specified amount of a specific financial\ninstrument (e.g., units of a stock index) for a specified price, date, time and place designated at the time the contract is made. Brokerage\nfees are paid when a futures contract is bought or sold and margin deposits must be maintained. Entering into a contract to buy is commonly\nreferred to as buying or purchasing a contract or holding a long position. Entering into a contract to sell is commonly referred to as\nselling a contract or holding a short position.

Unlike\nwhen the Fund purchases or sells a security, no price would be paid or received by the Fund upon the purchase or sale of a futures contract.\nUpon entering into a futures contract, and to maintain the Fund’s open positions in futures contracts, the Fund would be required\nto deposit with its custodian or futures broker in a segregated account in the name of the futures broker an amount of cash, U.S. government\nsecurities, suitable money market instruments, or other liquid securities, known as “initial margin.” The margin required\nfor a particular futures contract is set by the exchange on which the contract is traded, and may be significantly modified from time\nto time by the exchange during the term of the contract. Futures contracts are customarily purchased and sold on margins that may range\nupward from less than 5% of the value of the contract being traded.

If\nthe price of an open futures contract changes (by increase in underlying instrument or index in the case of a sale or by decrease in\nthe case of a purchase) so that the loss on the futures contract reaches a point at which the margin on deposit does not satisfy margin\nrequirements, the broker will require an increase in the margin. However, if the value of a position increases because of favorable price\nchanges in the futures contract so that the margin deposit exceeds the required margin, the broker will pay the excess to the Fund.

These\nsubsequent payments, called “variation margin,” to and from the futures broker, are made on a daily basis as the price of\nthe underlying assets fluctuate making the long and short positions in the futures contract more or less valuable, a process known as\n“marking to the market.” The Fund expects to earn interest income on its margin deposits.

Although\ncertain futures contracts, by their terms, require actual future delivery of and payment for the underlying instruments, in practice\nmost futures contracts are usually closed out before the delivery date. Closing out an open futures contract purchase or sale is effected\nby entering into an offsetting futures contract sale or purchase, respectively, for the same aggregate amount of the identical underlying\ninstrument or index and the same delivery date. If the offsetting purchase price is less than the original sale price, the Fund realizes\na gain; if it is more, the Fund realizes a loss. Conversely, if the offsetting sale price is more than the original purchase price, the\nFund realizes a gain; if it is less, the Fund realizes a loss. The transaction costs must also be included in these calculations. There\ncan be no assurance, however, that the Fund will be able to enter into an offsetting transaction with respect to a particular futures\ncontract at a particular time. If the Fund is not able to enter into an offsetting transaction, the Fund will continue to be required\nto maintain the margin deposits on the futures contract.

Swap\nAgreements

The\nFund may enter into swap agreements for purposes of attempting to gain exposure to equity, debt, commodities or other asset markets without\nactually purchasing those assets, or to hedge a position. Swap agreements are two-party contracts entered into primarily by institutional\ninvestors for periods ranging from a day to more than one year. In a standard “swap” transaction, two parties agree to exchange\nthe returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments. The gross\nreturns to be exchanged or “swapped” between the parties are calculated with respect to a “notional amount,”\ni.e., the return on or increase in value of a particular dollar amount invested in a “basket” of securities representing\na particular index.

Most\nswap agreements entered into by the Fund calculate the obligations of the parties to the agreement on a “net basis.” Consequently,\nthe Fund’s current obligations (or rights) under a swap agreement will generally be equal only to the net amount to be paid or\nreceived under the agreement based on the relative values of the positions held by each party to the agreement (the “net amount”).\nPayments may be made at the conclusion of a swap agreement or periodically during its term.

Swap\nagreements do not involve the delivery of securities or other underlying assets. Accordingly, if a swap is entered into on a net basis,\nif the other party to a swap agreement defaults, the Fund’s risk of loss consists of the net amount of payments that the Fund is\ncontractually entitled to receive, if any.

The\nnet amount of the excess, if any, of the Fund’s obligations over their entitlements with respect to a swap agreement entered into\non a net basis is accrued daily and an amount of cash or liquid asset having an aggregate NAV at least equal to the accrued excess is\nmaintained in an account with the Custodian (as defined under the section entitled “Custodian”). The Fund also establishes\nand maintains such accounts with respect to their total obligations under any swaps that are not entered into on a net basis. Obligations\nunder swap agreements so covered will not be construed to be “senior securities” for purposes of the Fund’s investment\nrestriction concerning senior securities.

Because\nthey are two-party contracts and because they may have terms of greater than seven days, swap agreements may be considered to be illiquid\nfor the Fund’s illiquid investment limitations. The Fund will not enter into any swap agreement unless the Adviser or Sub-Adviser\nbelieves that the other party to the transaction is creditworthy. The Fund bears the risk of loss of the amount expected to be received\nunder a swap agreement in the event of the default or bankruptcy of a swap agreement counter-party.

The\nFund may enter into a swap agreement in circumstances where the Adviser or Sub-Adviser believes that it may be more cost effective or\npractical than buying the securities represented by such index or a futures contract or an option on such index. The counterparty to\nany swap agreement is typically a bank, investment banking firm or broker/dealer. The counterparty generally agrees to pay the Fund the\namount, if any, by which the notional amount of the swap agreement would have increased in value had it been invested in the particular\nstocks represented in the index, plus the dividends that would have been received on those stocks. The Fund agrees to pay to the counterparty\na floating rate of interest on the notional amount of the swap agreement plus the amount, if any, by which the notional amount would\nhave decreased in value had it been invested in such stocks. Therefore, the return to the Fund on any swap agreement should be the gain\nor loss on the notional amount plus dividends on the stocks less the interest paid the Fund on the notional amount.

The\nswap market has grown substantially in recent years with a large number of banks and investment banking firms acting both as principals\nand as agents utilizing standardized swap documentation. As

a result, the swap market has become relatively liquid in comparison with\nthe markets for other similar instruments that are traded in the over-the-counter market.

When-Issued,\nForward Commitments and Delayed Settlements

The\nFund may purchase and sell securities on a when-issued, forward commitment or delayed settlement basis. In this event, the Custodian\nwill segregate liquid assets equal to the amount of the commitment in a separate account. Normally, the Custodian will set aside portfolio\nsecurities to satisfy a purchase commitment. In such a case, the Fund may be required subsequently to segregate additional assets in\norder to assure that the value of the account remains equal to the amount of the Fund’s commitment. It may be expected that the\nFund’s net assets will fluctuate to a greater degree when it sets aside portfolio securities to cover such purchase commitments\nthan when it sets aside cash.

The\nFund does not intend to engage in these transactions for speculative purposes but only in furtherance of its investment objectives. Because\nthe Fund will segregate liquid assets to satisfy its purchase commitments in the manner described, the Fund’s liquidity and the\nability of the Adviser or Sub-Adviser to manage them may be affected in the event the Fund’s forward commitments, commitments to\npurchase when-issued securities and delayed settlements ever exceeded 15% of the value of its net assets.

The\nFund purchases securities on a when-issued, forward commitment or delayed settlement basis only with the intention of completing the\ntransaction. If deemed advisable as a matter of investment strategy, however, the Fund may dispose of or renegotiate a commitment after\nit is entered into and may sell securities it has committed to purchase before those securities are delivered to the Fund on the settlement\ndate. In these cases, the Fund may realize a taxable capital gain or loss. When the Fund engages in when-issued, forward commitment and\ndelayed settlement transactions, it relies on the other party to consummate the trade. Failure of such party to do so may result in the\nFund incurring a loss or missing an opportunity to obtain a price credited to be advantageous.

The\nmarket value of the securities underlying a when-issued purchase, forward commitment to purchase securities, or a delayed settlement\nand any subsequent fluctuations in their market value is taken into account when determining the market value of the Fund starting on\nthe day the Fund agrees to purchase the securities. The Fund does not earn interest on the securities they have committed to purchase\nuntil they have paid for and delivered on the settlement date.

Illiquid\nInvestments and Restricted Securities

The\nFund may invest up to 15% of its net assets in illiquid investments. Illiquid investments include securities subject to contractual or\nlegal restrictions on resale (e.g., because they have not been registered under the Securities Act) and securities that are otherwise\nnot readily marketable (e.g., because trading in the security is suspended or because market makers do not exist or will not entertain\nbids or offers)). Securities that have not been registered under the Securities Act are referred to as private placements or restricted\nsecurities and are purchased directly from the issuer or in the secondary market. Foreign securities that are freely tradable in their\nprincipal markets are not considered to be illiquid.

Restricted\nsecurities and other illiquid investments may be subject to the potential for delays on resale and uncertainty in valuation. The Fund\nmight be unable to dispose of illiquid investments promptly or at reasonable prices and might thereby experience difficulty in satisfying\nredemption requests from shareholders. The Fund might have to register restricted securities in order to dispose of them, resulting

in\nadditional expense and delay. Adverse market conditions could impede such a public offering of securities.

A\nlarge institutional market exists for certain securities that are not registered under the Securities Act, including foreign securities.\nThe fact that there are contractual or legal restrictions on resale to the general public or to certain institutions may not be indicative\nof the liquidity of such investments. Rule 144A under the Securities Act allows such a broader institutional trading market for securities\notherwise subject to restrictions on resale to the general public. Rule 144A establishes a “safe harbor” from the registration\nrequirements of the Securities Act for resale of certain securities to qualified institutional buyers. Rule 144A has produced enhanced\nliquidity for many restricted securities, and market liquidity for such securities may continue to expand as a result of this regulation\nand the consequent existence of the PORTAL system, which is an automated system for the trading, clearance and settlement of unregistered\nsecurities of domestic and foreign issuers sponsored by the FINRA.

Under\nguidelines adopted by the Board, the Adviser or Sub-Adviser may determine that particular Rule 144A securities, and commercial paper\nissued in reliance on the private placement exemption from registration afforded by Section 4(a)(2) of the Securities Act, are liquid\neven though they are not registered. A determination of whether such a security is liquid or not is a question of fact. In making this\ndetermination, the Adviser considers, as it deems appropriate under the circumstances and among other factors: (1) the frequency of trades\nand quotes for the security; (2) the number of dealers willing to purchase or sell the security; (3) the number of other potential purchasers\nof the security; (4) dealer undertakings to make a market in the security; (5) the nature of the security (e.g., debt or equity, date\nof maturity, terms of dividend or interest payments, and other material terms) and the nature of the marketplace trades (e.g., the time\nneeded to dispose of the security, the method of soliciting offers, and the mechanics of transfer); and (6) the rating of the security\nand the financial condition and prospects of the issuer. In the case of commercial paper, the Adviser also determines that the paper\n(1) is not traded flat or in default as to principal and interest, and (2) is rated in one of the two highest rating categories by at\nleast two Nationally Recognized Statistical Rating Organizations (“NRSROs”) or, if only one NRSRO rates the security, by\nthat NRSRO, or, if the security is unrated, the Adviser determines that it is of equivalent quality.

Rule\n144A securities and Section 4(a)(2) commercial paper that have been deemed liquid as described above will continue to be monitored by\nthe Adviser to determine if the security is no longer liquid as the result of changed conditions. Investing in Rule 144A securities or\nSection 4(a)(2) commercial paper could have the effect of increasing the amount of the Fund’s assets invested in illiquid investments\nif institutional buyers are unwilling to purchase such securities.

Lending\nPortfolio Securities

For\nthe purpose of achieving income, the Fund may lend its portfolio securities, provided (1) the loan is secured continuously by collateral\nconsisting of U.S. government securities or cash or cash equivalents (cash, U.S. government securities, negotiable certificates of deposit,\nbankers’ acceptances or letters of credit) maintained on a daily mark-to-market basis in an amount at least equal to the current\nmarket value of the securities loaned, (2) the Fund may at any time call the loan and obtain the return of securities loaned, (3) the\nFund receives any interest or dividends received on the loaned securities, and (4) the aggregate value of the securities loaned will\nnot at any time exceed one-third of the total assets of the Fund.

Short\nSales

Short\nSales (excluding Short Sales “Against the Box”). The Fund may sell securities short. A short sale is a transaction in\nwhich the Fund sells securities it does not own in anticipation of a decline in the market price of the securities.

To\ndeliver the securities to the buyer, the Fund must arrange through a broker to borrow the securities and, in so doing, the Fund becomes\nobligated to replace the securities borrowed at their market price at the time of replacement, whatever that price may be. The Fund will\nmake a profit or incur a loss as a result of a short sale depending on whether the price of the securities decreases or increases between\nthe date of the short sale and the date on which the Fund purchases the security to replace the borrowed securities that have been sold.\nThe amount of any loss would be increased (and any gain decreased) by any premium or interest the Fund is required to pay in connection\nwith a short sale.

The\nFund’s obligation to replace the securities borrowed in connection with a short sale will be secured by cash or liquid securities\ndeposited as collateral with the broker. In addition, the Fund will place in a segregated account with its custodian or a qualified sub-custodian\nan amount of cash or liquid securities equal to the difference, if any, between (i) the market value of the securities sold at the time\nthey were sold short and (ii) any cash or liquid securities deposited as collateral with the broker in connection with the short sale\n(not including the proceeds of the short sale). Until it replaces the borrowed securities, the Fund will maintain the segregated account\ndaily at a level so that (a) the amount deposited in the account plus the amount deposited with the broker (not including the proceeds\nfrom the short sale) will equal the current market value of the securities sold short and (b) the amount deposited in the account plus\nthe amount deposited with the broker (not including the proceeds from the short sale) will not be less than the market value of the securities\nat the time they were sold short.

Short\nSales “Against The Box.” The Fund may engage in short sales “against the box.” In a short sale, the Fund\nsells a borrowed security and has a corresponding obligation to the lender to return the identical security. The seller does not immediately\ndeliver the securities sold and is said to have a short position in those securities until delivery occurs. The Fund may engage in a\nshort sale if at the time of the short sale the Fund owns or has the right to obtain without additional cost an equal amount of the security\nbeing sold short. This investment technique is known as a short sale “against the box.” It may be entered into by the Fund\nto, for example, lock in a sale price for a security the Fund does not wish to sell immediately. If the Fund engages in a short sale,\nthe collateral for the short position will be segregated in an account with The Fund’s custodian or qualified sub-custodian. No\nmore than 10% of the Fund’s net assets (taken at current value) may be held as collateral for short sales against the box at any\none time.

The\nFund may make a short sale as a hedge, when it believes that the price of a security may decline, causing a decline in the value of a\nsecurity owned by the Fund (or a security convertible or exchangeable for such security). In such case, any future losses in the Fund’s\nlong position should be offset by a gain in the short position and, conversely, any gain in the long position should be reduced by a\nloss in the short position. The extent to which such gains or losses are reduced will depend upon the amount of the security sold short\nrelative to the amount the Fund owns. There will be certain additional transaction costs associated with short sales “against the\nbox,” but the Fund endeavors to offset these costs with the income from the investment of the cash proceeds of short sales.

If\nthe Fund effects a short sale of securities at a time when it has an unrealized gain on the securities, it may be required to recognize\nthat gain as if it had actually sold the securities (as a “constructive sale”) on the date it effects the short sale. However,\nsuch constructive sale treatment may not apply if the Fund closes out the short sale with securities other than the appreciated securities\nheld at the time of the short sale and if certain other conditions are satisfied. Uncertainty regarding the tax consequences of effecting\nshort sales may limit the extent to which the Fund may effect short sales.

Sub-Adviser\nRisks

If\nthe Sub-Adviser manages more money in the future, including money raised in this offering, such additional funds could affect its performance\nor trading strategies. Also, the Sub-Adviser manages other accounts. This increases the competition for the same trades which the Fund\nmakes. There is no assurance that the Fund’s trading will generate the same results as any other accounts managed by the Sub-Adviser.

\n \n \n \n \n

PORTFOLIO\n TURNOVER

The\nFund may engage in a high level of trading in seeking to achieve its investment objectives. The portfolio turnover rate for the Fund\nis calculated by dividing the lesser of the purchases or sales of portfolio investments for the reporting period by the monthly average\nvalue of the portfolio investments owned during the reporting period. A 100% portfolio turnover rate results, for example, if the equivalents\nof all the securities in the Fund’s portfolio are replaced in a one-year period. The calculation excludes all securities, including\noptions, whose maturities or expiration dates at the time of acquisition are one year or less. Portfolio turnover may vary greatly from\nyear to year as well as within a particular year, and may be affected by cash requirements for redemption or shares. The Fund is not\nrestricted by policy with regard to portfolio turnover and will make changes in its investment portfolio from time to time as business\nand economic conditions as well as market prices may dictate. The Fund’s portfolio turnover rate for the fiscal year ended\nJune 30, 2025 was 4% of the average value of its portfolio. The Fund’s portfolio turnover rate for the fiscal year ended\nJune 30, 2026 was 73% of the average value of its portfolio.

\n \n \n \n \n

INVESTMENT\n RESTRICTIONS

The\nFund has adopted the following investment restrictions that may not be changed without approval by a “majority of the outstanding\nshares” of the Fund which, as used in this SAI, means the vote of the lesser of (a) 67% or more of the shares of the Fund represented\nat a meeting, if the holders of more than 50% of the outstanding shares of the Fund are present or represented by proxy, or (b) more\nthan 50% of the outstanding shares of the Fund. The Fund may not:

Issue\n senior securities. This limitation is not applicable to activities that may be deemed to\n involve the issuance or sale of a senior security by the Fund, provided that the Fund’s\n engagement in such activities is consistent with or permitted by the 1940 Act, as amended,\n the rules and regulations promulgated thereunder or interpretations of the SEC or its staff;

Borrow\n money, except (a) from a bank, provided that immediately after such borrowing there is an\n asset coverage of 300% for all borrowings of the Fund; or (b) from a bank or other persons\n for temporary purposes only, provided that such temporary borrowings are in an amount not\n exceeding 5% of the Fund’s total assets at the time when the borrowing is made. This\n limitation does not preclude the Fund from entering into reverse repurchase transactions,\n provided that the Fund has an asset coverage of 300% for all borrowings and repurchase commitments\n of the Fund pursuant to reverse repurchase transactions;

\n\n

Purchase\nsecurities on margin, participate on a joint or joint and several basis in any securities trading account, or underwrite securities,\nThis limitation does not preclude the Fund from obtaining such short-term credit as may be necessary for the clearance of purchases and\nsales

of its portfolio securities, and except to the extent that the Fund may be deemed an underwriter under the Securities Act, by virtue\nof disposing of portfolio securities;

Purchase\n or sell real estate or interests in real estate. This limitation is not applicable to investments\n in marketable securities that are secured by or represent interests in real estate. This\n limitation does not preclude the Fund from investing in mortgage-related securities or investing\n in companies engaged in the real estate business or that have a significant portion of their\n assets in real estate (including REITs);

Invest\n 25% or more of the market value of its assets in the securities of companies engaged in any\n one industry. This limitation does not apply to investment in the securities of the U.S.\n government, its agencies or instrumentalities;

Purchase\n or sell commodities (unless acquired as a result of ownership of securities or other investments\n or through commodity forward contracts, futures contracts or options), except that the Fund\n may purchase and sell forward and futures contracts and options to the full extent permitted\n under the 1940 Act, sell foreign currency contracts in accordance with any rules of the CFTC,\n invest in securities or other instruments backed by commodities, and invest in companies\n that are engaged in a commodities business or have a significant portion of their assets\n in commodities; or

Make\n loans to others, except that the Fund may, in accordance with its investment objective and\n policies, (i) lend portfolio securities, (ii) purchase and hold debt securities or other\n debt instruments, including but not limited to loan participations and sub-participations,\n assignments, and structured securities, (iii) make loans secured by mortgages on real property,\n (iv) enter into repurchase agreements, (v) enter into transactions where each loan is represented\n by a note executed by the borrower, and (vi) make time deposits with financial institutions\n and invest in instruments issued by financial institutions. For purposes of this limitation,\n the term “loans” shall not include the purchase of a portion of an issue of publicly\n distributed bonds, debentures or other securities.

With\nrespect to interpretations of the SEC or its staff described in paragraph number 1 above, the SEC and its staff have identified various\nsecurities trading practices and derivative instruments used by mutual funds that give rise to potential senior security issues under\nSection 18(f) of the 1940 Act.

The\nSEC has adopted regulations under the 1940 Act governing the use of derivatives by registered investment companies (“Rule 18f-4”).\nRule 18f-4 imposes limits on the amount of derivatives the Fund can enter into, treats derivatives as senior securities, and requires\nthe Fund to maintain a comprehensive derivatives risk management program and appoint a derivatives risk manager if its exposure to derivatives\nis above a specified amount.

With\nrespect to fundamental investment limitation #2 above, if the Fund’s asset coverage falls below 300%, the Fund will reduce borrowing\nwithin 3 days in order to ensure that the Fund has 300% asset coverage.

The\nFund observes the following policies, which are not deemed fundamental and which may be changed without shareholder vote. The Fund may\nnot:

\n\n

Invest\nin any issuer for purposes of exercising control or management;

\n\n

Invest\nin securities of other investment companies except as permitted under the 1940 Act;

\n\n

Invest,\nin the aggregate, more than 15% of its net assets, measured at time of purchase, in securities with legal or contractual restrictions\non resale, securities, which are not readily marketable and repurchase agreements with more than seven days to maturity; or

\n\n

Mortgage,\npledge, hypothecate or in any manner transfer, as security for indebtedness, any assets of the Fund except as may be necessary in connection\nwith borrowings described in limitation (2) above. Margin deposits, security interests, liens, and collateral arrangements with respect\nto transactions involving options, futures contracts, short sales and other permitted investments and techniques are not deemed to be\na mortgage, pledge, or hypothecation of assets for purposes of this limitation.

If\na restriction on the Fund’s investments is adhered to at the time an investment is made, a subsequent change in the percentage\nof the Fund’s assets invested in certain securities or other instruments, or change in average duration of the Fund’s investment\nportfolio, resulting from changes in the value of the Fund’s total assets, will not be considered a violation of the restriction;\nprovided, however, that the asset coverage requirement applicable to borrowings shall be maintained in the manner contemplated by applicable\nlaw.

In\naddition to the requirements set forth in Section 3816 of the Delaware Statutory Trust Act, a shareholder may bring a derivative action\non behalf of the Trust only if the shareholder first make a pre-suit demand upon the Board to bring the subject action unless such pre-suit\ndemand is excused. A demand on the Board shall only be excused if a majority of the Board, or a majority of any committee established\nto consider the merits of such action, has a personal financial interest in the action at issue. A Trustee shall not be deemed to have\na personal financial interest in an action or otherwise be disqualified from ruling on a shareholder demand by virtue of the fact that\nsuch Trustee receives remuneration from his or her service on the Board.

\n \n \n \n \n

INVESTMENT\n ADVISER AND SUB-ADVISER

The\nAdviser. Swan Capital Management, LLC, located at 1099 Main Avenue, Unit 206, Durango, CO 81301, serves as Investment Adviser to\nthe Fund. Subject to the oversight of the Board, the Adviser is responsible for management of the Fund’s investment portfolio.\nThe Adviser is responsible for selecting the Fund’s investments according to the Fund’s investment objective, policies,\nand restrictions. The Adviser was established in 2012 for the purpose of managing mutual funds. As of June 30, 2026, it had approximately\n$1.38 billion in assets under management. The Adviser is controlled by Randy Swan.

Pursuant\nto the investment advisory agreement (the “Advisory Agreement”), the Fund pays the Adviser, on a monthly basis, an annual\nmanagement fee equal to 0.79% per year of the applicable Fund’s average daily net assets: The Advisory Agreement continued in effect\nfor two (2) years initially and thereafter continues from year to year provided such continuation is approved at least annually by (a)\na vote of the majority of the Board, cast in person at a meeting specifically called for the purpose of voting on such approval and by\n(b) the majority vote of either the Board or the vote of a majority of the outstanding shares of the Fund. The Advisory Agreement may\nbe terminated without penalty with 60 days’ written notice by a vote of a majority of the Board, by the Adviser, or by holders\nof a majority of that Trust’s outstanding shares. The Advisory Agreement for the Fund was renewed by the Board at a meeting held\non May 20-21, 2026. A discussion regarding the basis of the Board’s renewal of the Advisory Agreement is available in the\nFund’s Form N-CSR for the fiscal year ended June 30, 2026.

The\nfollowing table displays the advisory fees that were incurred by the Fund during the fiscal year ended June 30, 2025:

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

Management\n \n Fee	Fee\n Earned by \n the Adviser	Advisory\n Fee \n Waived	Net\n Fee \n Earned by \n the Adviser	Fund\n \n Expenses \n Reimbursed \n by the \n Adviser	Amount\n \n Subject to \n Recoupment
0.79%\n	$63,128\n	$0	$63,128	$0	$0

The\nfollowing table displays the advisory fees that were incurred by the Fund during the fiscal year ended June 30, 2026:

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

Management\n \n Fee	Fee\n Earned by \n the Adviser	Advisory\n Fee \n Waived	Net\n Fee \n Earned by \n the Adviser	Fund\n \n Expenses \n Reimbursed \n by the \n Adviser	Amount\n \n Subject to \n Recoupment
0.79%	$122,223	$0	$122,223	$0	$0

Sub-Adviser.\nThe Adviser has engaged the Sub-Adviser to serve as sub-adviser to the Fund pursuant to the investment sub-advisory agreement\n(the “Sub-Advisory Agreement”). The Sub-Adviser is responsible for selecting the Fund’s investments according to the\nFund’s investment objective, policies and restrictions. The Sub-Adviser is an affiliate of the Adviser with the same ownership\nand management as the Adviser.

The\nSub-Advisory Agreement continued in effect for two (2) years initially and continues from year to year thereafter, provided it is approved\nat least annually by a vote of the majority of the Board, who are not parties to the agreement or interested persons of any such party,\ncast in person at a meeting specifically called for the purpose of voting on such approval. The Sub-Advisory Agreement may be terminated\nwithout penalty at any time by the Adviser or the Sub-Adviser on 60 days’ written notice, and will automatically terminate in the\nevent of its “assignment” (as that term is defined in the 1940 Act). A discussion regarding the basis of the Board’s\nrenewal of the Sub-Advisory Agreement is available in the Fund’s Form N-CSR for the fiscal year ended June 30, 2026.

The\nSub-Advisory Agreement provides that the Sub-Adviser will formulate and implement a continuous investment program for the Fund, in accordance\nwith the Fund’s objective, policies and limitations and any investment guidelines established by the Adviser. The Sub-Adviser will,\nsubject to the supervision and control of the Adviser, determines in its discretion which issuers and securities will be purchased, held,\nsold, or exchanged by the Fund, and will place orders with and give instruction to brokers and dealers to cause the execution of such\ntransactions. The Sub-Adviser is required to furnish, at its own expense, all investment facilities necessary to perform its obligations\nunder the Sub-Advisory Agreement. Pursuant to the Sub-Advisory Agreement between the Adviser and Sub-Adviser, the Sub-Adviser is entitled\nto receive an annual sub-advisory fee, which is paid by the Adviser, not the Fund.

\n \n \n \n \n

PORTFOLIO\n MANAGERS

Representatives\nof the Adviser and Sub-Adviser serve as the portfolio managers of the Fund. The Fund’s lead portfolio manager is Randy Swan. The\nAdviser personnel support the portfolio managers on a daily basis in all aspects of the Sub-Adviser’s operations.

Portfolio\nManagers. As described in the Prospectus, the portfolio managers listed below are responsible for the management of the Fund and,\nas of June 30, 2026, the other accounts set forth in the following tables.

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

	Other Registered Investment Companies	Other Pooled Investment Vehicles	Other Accounts
Portfolio Manager	Number	Total Assets	Number	Total Assets	Number	Total Assets
Randy Swan	25	$2,124,961,703	0	$0	727	$422,331,796
Robert Swan	25	$2,124,961,703	0	$0	727	$422,331,796
Chris Hausman	25	$2,124,961,703	0	$0	727	$422,331,796

Of\nthe accounts above, none are subject to performance-based fees.

Conflicts\nof Interest. As indicated in the table above, the portfolio managers may manage numerous accounts for multiple clients. These accounts\nmay include registered investment companies, other types of pooled accounts (e.g., collective investment funds), and separate accounts\n(i.e., accounts managed on behalf of individuals or public or private institutions). The portfolio managers make investment decisions\nfor each account based on the investment objectives and policies and other relevant investment considerations applicable to that portfolio.

When\na portfolio manager has responsibility for managing more than one account, potential conflicts of interest may arise. Those conflicts\ncould include preferential treatment of one account over others in terms of allocation of resources or of investment opportunities. For\ninstance, the Adviser or Sub-Adviser may receive fees from certain accounts that are higher than the fee it receives from the Fund. In\nthis instance, a portfolio manager may have an incentive to favor the account with the higher fee over the Fund. The Adviser and Sub-Adviser\nhave adopted policies and procedures designed to address these potential material conflicts. For instance, a portfolio manager is normally\nresponsible for all accounts within a certain investment discipline, and do not, absent special circumstances, differentiate among the\nvarious accounts when allocating resources. Additionally, the Adviser and Sub-Adviser utilize a system for allocating investment opportunities\namong portfolios that is designed to provide a fair and equitable allocation.

Adviser\nand Sub-Adviser. The Adviser and Sub-Adviser attempt to avoid conflicts of interest that may arise as a result of the management\nof multiple client accounts. From time to time, the Adviser or Sub-Adviser may recommend or cause a client to invest in a security in\nwhich another client of the Adviser has an ownership position. The Adviser and Sub-Adviser have each adopted certain procedures intended\nto treat all client accounts in a fair and equitable manner. To the extent that the Adviser seeks to purchase or sell the same security\nfor multiple client accounts, the Adviser and Sub-Adviser may aggregate, or bunch, these orders where it deems this to be appropriate\nand consistent with applicable regulatory requirements. When a bunched order is filled in its entirety, each participating client account\nwill participate at the average share prices for the bunched order. When a bunched order is only partially filled, the securities purchased\nwill be allocated proportionately to each account participating in the bunched order based upon the initial amount requested for the\naccount, subject to certain exceptions. Each participating account will receive the average share price for the bunched order on the\nsame business day.

Compensation.\nFor services as lead portfolio manager to the Fund, Mr. Randy Swan receives a fixed salary from the Adviser and from the Sub-Adviser\nand also shares in their profits, if any, due to his majority ownership of the Adviser and Sub-Adviser. Mr. Robert Swan receives a fixed\nsalary from the

Adviser and also shares in profits of the Sub-Adviser due to his minority ownership of the Sub-Adviser. Mr. Hausman receives\na fixed salary from the Sub-Adviser and shares in the profits of the Sub-Adviser due to his minority ownership of the Sub-Adviser.

Ownership\nof Securities. As of June 30, 2026, the portfolio managers beneficially owned the following amounts in the Fund:

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

	Dollar\n Range of Shares Beneficially Owned
Randy\n Swan	Over\n $1,000,000
Robert\n Swan	$10,001-$50,000
Chris\n Hausman	$50,001-$100,000

\n \n \n \n \n

ALLOCATION\n OF BROKERAGE

Specific\ndecisions to purchase or sell securities for the Fund are made by the portfolio managers who are employees of the Adviser. The Adviser\nand/or Sub-Adviser is also responsible for the implementation of those decisions, including the selection of broker-dealers to effect\nportfolio transactions, the negotiation of commissions, and the allocation of principal business and portfolio brokerage.

In\npurchasing and selling the Fund’s portfolio securities, it is the Adviser and Sub-Adviser’s policy to obtain quality execution\nat the most favorable prices through responsible broker-dealers and, in the case of agency transactions, at competitive commission rates\nwhere such rates are negotiable. However, under certain conditions, the Fund may pay higher brokerage commissions in return for brokerage\nand research services. In selecting broker-dealers to execute the Fund’s portfolio transactions, consideration is given to such\nfactors as the price of the security, the rate of the commission, the size and difficulty of the order, the reliability, integrity, financial\ncondition, general execution and operational capabilities of competing brokers and dealers, their expertise in particular markets and\nthe brokerage and research services they provide to the Adviser or the Fund. It is not the policy of the Adviser or Sub-Adviser to seek\nthe lowest available commission rate where it is believed that a broker or dealer charging a higher commission rate would offer greater\nreliability or provide better price or execution.

Transactions\non stock exchanges involve the payment of brokerage commissions. In transactions on stock exchanges in the United States, these commissions\nare negotiated. Traditionally, commission rates have generally not been negotiated on stock markets outside the United States. In recent\nyears, however, an increasing number of overseas stock markets have adopted a system of negotiated rates, although a number of markets\ncontinue to be subject to an established schedule of minimum commission rates. It is expected that equity securities will ordinarily\nbe purchased in the primary markets, whether over-the-counter or listed, and that listed securities may be purchased in the over-the-counter\nmarket if such market is deemed the primary market. In the case of securities traded on the over-the-counter markets, there is generally\nno stated commission, but the price usually includes an undisclosed commission or markup. In underwritten offerings, the price includes\na disclosed, fixed commission or discount.

For\nfixed income securities, it is expected that purchases and sales will ordinarily be transacted with the issuer, the issuer’s underwriter,\nor with a primary market maker acting as principal on a net basis, with no brokerage commission being paid by the Fund. However, the\nprice of the securities generally

includes compensation, which is not disclosed separately. Transactions placed through dealers who are\nserving as primary market makers reflect the spread between the bid and asked prices.

With\nrespect to equity and fixed income securities, the Adviser or Sub-Adviser may effect principal transactions on behalf of the Fund with\na broker or dealer who furnishes brokerage and/or research services, designate any such broker or dealer to receive selling concessions,\ndiscounts or other allowances or otherwise deal with any such broker or dealer in connection with the acquisition of securities in underwritings.\nThe price the Fund pays to underwriters of newly-issued securities usually includes a concession paid by the issuer to the underwriter.\nThe Adviser or Sub-Adviser may receive research services in connection with brokerage transactions, including designations in fixed price\nofferings.

The\nAdviser and Sub-Adviser receive a wide range of research services from brokers and dealers covering investment opportunities throughout\nthe world, including information on the economies, industries, groups of securities, individual companies, statistics, political developments,\ntechnical market action, pricing and appraisal services, and performance analyses of all the countries in which the Fund’s portfolio\nis likely to be invested. The Adviser or Sub-Adviser cannot readily determine the extent to which commissions charged by brokers reflect\nthe value of their research services, but brokers occasionally suggest a level of business they would like to receive in return for the\nbrokerage and research services they provide. To the extent that research services of value are provided by brokers, the Adviser or Sub-Adviser\nmay be relieved of expenses, which they might otherwise bear. In some cases, research services are generated by third parties but are\nprovided to the Adviser or Sub-Adviser by or through brokers.

Certain\nbroker-dealers, which provide quality execution services, also furnish research services to the Adviser or Sub-Adviser. The Adviser and\nSub-Adviser have adopted brokerage allocation policies embodying the concepts of Section 28(e) of the Securities Exchange Act of 1934,\nwhich permits an investment adviser to cause its clients to pay a broker which furnishes brokerage or research services a higher commission\nthan that which might be charged by another broker which does not furnish brokerage or research services, or which furnishes brokerage\nor research services deemed to be of lesser value, if such commission is deemed reasonable in relation to the brokerage and research\nservices provided by the broker, viewed in terms of either that particular transaction or the overall responsibilities of the adviser\nwith respect to the accounts as to which it exercises investment discretion. Accordingly, the Adviser or Sub-Adviser may assess the reasonableness\nof commissions in light of the total brokerage and research services provided by each particular broker.

Portfolio\nsecurities will not be purchased from or sold to the Adviser, or the Distributor (as defined below under “The Distributor”),\nor any affiliated person of any of them acting as principal, except to the extent permitted by rule or order of the SEC. For the fiscal\nperiod ended June 30, 2025, the Fund incurred $2,323 in brokerage fees. For the fiscal year ended June 30, 2026,\nthe Fund incurred $3,670 in brokerage fees.

\n \n \n \n \n

POLICIES\n AND PROCEDURES FOR DISCLOSURE OF PORTFOLIO HOLDINGS

The\nTrust has adopted policies and procedures that govern the disclosure of the Fund’s portfolio holdings. These policies and procedures\nare designed to ensure that such disclosure is in the best interests of the Fund’s shareholders.

It\nis the Trust’s policy to: (1) ensure that any disclosure of portfolio holdings information is in the best interest of Trust shareholders;\n(2) protect the confidentiality of portfolio holdings information; (3) have procedures in place to guard against personal trading based\non the information; and (4) ensure that

the disclosure of portfolio holdings information does not create conflicts between the interests\nof the Trust’s shareholders and those of the Trust’s affiliates.

The\nFund discloses its portfolio holdings reports on Forms N-CSR and Form N-PORT two months after the end of each quarter/semi-annual period\nand Form N-PORT 30 days after the end of each calendar quarter. The Fund’s Form N-CSR and Form N-PORT are available on the SEC’s\nwebsite at www.sec.gov.

Under\nlimited circumstances, as described below, the Fund’s portfolio holdings may be disclosed to, or known by, certain third parties\nin advance of their filing with the SEC on Form N-CSR or Form N-PORT. In each case, a determination has been made by the Trust’s\nChief Compliance Officer that such advance disclosure is supported by a legitimate business purpose of the Fund and that the recipient\nis subject to a duty to keep the information confidential and not trade on material non-public information.

Adviser\nand Sub-Adviser. Personnel of the Adviser and the Sub-Adviser, including personnel responsible for managing the Fund’s portfolio,\nmay have full daily access to Fund portfolio holdings since that information is necessary in order for them to provide management, administrative,\nand investment services to the Fund. As required for purposes of analyzing the impact of existing and future market changes on the prices,\navailability, demand, and liquidity of such securities, as well as for the assistance of the portfolio managers in the trading of such\nsecurities, Adviser and Sub-Adviser personnel may also release and discuss certain portfolio holdings with various broker-dealers.

Ultimus\nFund Solutions, LLC. Ultimus Fund Solutions, LLC is the fund accountant, administrator, and custody administrator for the Fund; therefore,\nits personnel have full daily access to the Fund’s portfolio holdings since that information is necessary in order for them to\nprovide the agreed-upon services for the Trust.

U.S.\nBank, N.A. U.S. Bank is the Transfer Agent and\nCustodian for the Fund; therefore, its personnel have full daily access to the Fund’s portfolio holdings since that information\nis necessary in order for them to provide the agreed-upon services for the Trust.

Deloitte\n& Touche LLP. Deloitte & Touche LLP is the Fund’s independent registered public accounting firm; therefore, its personnel\nhave access to the Fund’s portfolio holdings in connection with auditing of the Fund’s annual financial statements and providing\nassistance and consultation in connection with SEC filings.

Counsel\nto the Trust and Counsel to the Independent Trustees. Counsel to the Trust, Counsel to the Independent Trustees and their respective\npersonnel have access to the Fund’s portfolio holdings in connection with the review of the Fund’s annual and semi-annual\nshareholder financial statements and SEC filings.

Derivatives\nRisk Consultant. The Trust has engaged a derivatives risk consultant (“Consultant”) to consult with the Board, and the\nAdviser, regarding the effectiveness of derivatives risk management. The Consultant therefore may have access to the Fund’s portfolio\nholdings in order to provide such services to the Trust.

Additions\nto List of Approved Recipients

The\nTrust’s Chief Compliance Officer is the person responsible, and whose prior approval is required, for any disclosure of the Fund’s\nportfolio securities at any time or to any persons other than those described above. In such cases, the recipient must have a legitimate\nbusiness need for the information

in connection with the operation or administration of the Fund, as determined by the Trust’s\nChief Compliance Officer and must be subject to a duty to keep the information confidential and not trade on any material non-public\ninformation. There are no ongoing arrangements in place with respect to the disclosure of portfolio holdings. In no event shall the Fund,\nthe Adviser, the Sub-Adviser, or any other party receive any direct or indirect compensation in connection with the disclosure of information\nabout the Fund’s portfolio holdings.

Compliance\nWith Portfolio Holdings Disclosure Procedures

The\nTrust’s Chief Compliance Officer reports periodically to the Board with respect to compliance with the Fund’s portfolio holdings\ndisclosure procedures, and from time to time provides the Board any updates to the portfolio holdings disclosure policies and procedures.

There\nis no assurance that the Trust’s policies on disclosure of portfolio holdings will protect the Fund from the potential misuse of\nholdings information by individuals or firms in possession of that information.

\n \n \n \n \n

OTHER\n SERVICE PROVIDERS

Fund\nAdministration and Fund Accounting

Ultimus\nFund Solutions, LLC, (“UFS”), which has its principal office at 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246, is primarily\nin the business of providing administrative, fund accounting and transfer agent services to retail and institutional mutual funds.

Pursuant\nto an ETF Fund Services Agreement with the Fund, UFS provides administrative services to the Fund, subject to the supervision of the\nBoard. UFS may provide persons to serve as officers of the Fund. Such officers may be directors, officers or employees of UFS or its\naffiliates.

The\nETF Fund Services Agreement became effective on October 20, 2021, remained in effect for two years from the effective date, and continues\nin effect for successive twelve month periods provided that such continuation is specifically approved at least annually by a majority\nof the Board. The ETF Fund Services Agreement is terminable by the Board or UFS on ninety days’ written notice and may be assigned\nprovided the non-assigning party provides prior written consent. The ETF Fund Services Agreement provides that in the absence of willful\nmisfeasance, bad faith, or gross negligence on the part of UFS or reckless disregard of its obligations thereunder, UFS shall not be\nliable for any action or failure to act in accordance with its duties thereunder.

Under\nthe ETF Fund Services Agreement, UFS provides facilitating administrative services, including: (i) providing services of persons competent\nto perform such administrative and clerical functions as are necessary to provide effective administration of the Fund; (ii) facilitating\nthe performance of administrative and professional services to the Fund by others, including the Custodian; (iii) preparing, but not\npaying for, the periodic updating of the Fund’s Registration Statement, Prospectuses and Statements of Additional Information in\nconjunction with Fund counsel, including the printing of such documents for the purpose of filings with the SEC and state securities\nadministrators, and preparing reports to the Fund’s shareholders and the SEC; (iv) preparing in conjunction with Trust counsel,\nbut not paying for, all filings under the securities or “Blue Sky” laws of such states or countries as are designated by\nthe Distributor, which may be required to register or qualify, or continue the registration or qualification, of the Fund and/or Shares\nunder such laws; (v) preparing notices and agendas for meetings of the Board and minutes of such meetings in all matters required by\nthe 1940 Act to be acted

upon by the Board; and (vi) monitoring daily and periodic compliance with respect to all requirements and restrictions\nof the 1940 Act, the Internal Revenue Code and the Prospectus.

UFS\nalso provides the Fund with accounting services, including: (i) daily computation of net asset value; (ii) maintenance of security ledgers\nand books and records as required by the 1940 Act; (iii) production of the Fund’s listing of portfolio securities and general ledger\nreports; (iv) reconciliation of accounting records; (v) calculation of yield and total return for the Fund; (vi) maintenance of certain\nbooks and records described in Rule 31a-1 under the 1940 Act, and reconciliation of account information and balances among the Custodian\nand Adviser; and (vii) monitoring and evaluation of daily income and expense accruals, and sales and redemptions of shares of the Fund.

For\nadministrative services rendered to the Fund under the agreement, UFS receives the greater of an annual minimum fee or an asset-based\nfee, which scales downward based upon net assets. For the fund accounting services rendered to the Fund under the Agreement, UFS receives\nthe greater of an annual minimum fee or an asset-based fee, which scales downward based upon net assets. UFS also receives reimbursement\nfor any out-of-pocket expenses. These amounts are paid by the Adviser on behalf of the Fund.

Transfer\nAgent

U.S.\nBank, N.A., located at 1555 N. Rivercenter Drive, Suite 302, Milwaukee, WI 53212 ,\nacts as transfer, dividend disbursing, and shareholder servicing agent for the Fund pursuant to written agreement with the Fund (the\n“Transfer Agent”). Under the agreement, the Transfer Agent is responsible for administering and performing transfer agent\nfunctions, dividend distribution, shareholder administration, and maintaining necessary records in accordance with applicable rules and\nregulations.

Custodian

U.S.\nBank, located at 1555 N. Rivercenter Drive, Suite 302, Milwaukee, WI 53212\n(the “Custodian”), serves as the custodian of the Fund’s assets pursuant to a Custodian and Transfer Agent Agreement\nby and between the Custodian and the Trust, on behalf of the Fund. The Custodian’s responsibilities include safeguarding and controlling\nthe Fund’s cash and securities, handling the receipt and delivery of securities, and collecting interest and dividends on the Fund’s\ninvestments. Pursuant to the Custodian and Transfer Agent Agreement, the Custodian also maintains original entry documents and books\nof record and general ledgers; posts cash receipts and disbursements; and records purchases and sales based upon communications from\nthe Adviser. The Fund may employ foreign sub-custodians that are approved by the Board to hold foreign assets.

Compliance\nOfficer

Northern\nLights Compliance Services, LLC (“NLCS”), 4221 North 203rd Street, Suite 100, Elkhorn, NE 68022-3474, an affiliate of UFS,\nprovides a CCO to the Trust as well as related compliance services pursuant to a consulting agreement between NLCS and the Trust. NLCS’s\ncompliance services consist primarily of reviewing and assessing the policies and procedures of the Trust and its service providers pertaining\nto compliance with applicable federal securities laws, including Rule 38a-1 under the 1940 Act. For the compliance services rendered\nto the Fund, NLCS receives a one-time fee plus an annual asset-based fee, which scales downward based upon net assets. NLCS also\nreceives reimbursement for any out-of-pocket expenses. These amounts are paid by the Adviser on behalf of the Fund.

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INDEPENDENT\n REGISTERED PUBLIC ACCOUNTING FIRM

The\nTrust, on behalf of the Fund, has selected Deloitte & Touche LLP, located at 695 Town Center Drive, Suite 1000, Costa Mesa, CA 92626,\nas its independent registered public accounting firm for the current fiscal year. The firm provides services including (i) audit of annual\nfinancial statements, and (ii) assistance and consultation in connection with SEC filings.

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LEGAL\n COUNSEL

Thompson\nHine LLP, located at 41 South High Street, Suite 1700, Columbus, OH 43215 serves as the Trust’s legal counsel.

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DISTRIBUTOR

Northern\nLights Distributors, LLC, located at 4221 North 203^rd Street, Suite 100, Elkhorn, NE 68022 (the “Distributor”)\nserves as the principal underwriter and national distributor for the shares of the Fund pursuant to an underwriting agreement with the\nTrust (the “Underwriting Agreement”). The Distributor is registered as a broker-dealer under the Securities Exchange Act\nof 1934 and each state’s securities laws and is a member of FINRA. The offering of the Fund’s shares are continuous. The\nUnderwriting Agreement provides that the Distributor, as agent in connection with the distribution of Fund shares, will use reasonable\nefforts to facilitate the sale of the Fund’s shares.

The\nUnderwriting Agreement continued in effect for two years initially provides that, unless sooner terminated, it shall continue\nfrom year to year, subject to annual approval by (a) the Board or a vote of a majority of the outstanding shares, and (b) by a majority\nof the Board by vote cast in person at a meeting called for the purpose of voting on such approval.

The\nUnderwriting Agreement may be terminated by the Fund at any time, without the payment of any penalty, by vote of a majority of the entire\nBoard or by vote of a majority of the outstanding shares of the Fund on 60 days’ written notice to the Distributor, or by the Distributor\nat any time, without the payment of any penalty, on 60 days’ written notice to the Fund. The Underwriting Agreement will automatically\nterminate in the event of its assignment.

Rule\n12b-1 Plan

The\nTrust, with respect to the Fund, has adopted the Trust’s ETF Distribution Plan Pursuant to Rule 12b-1 pursuant to Rule 12b-1 under\nthe 1940 Act (the “Plan”) for Shares pursuant to which the Fund is authorized to pay the Distributor, as compensation for\nDistributor’s account maintenance services under the Plan. The Board has approved a distribution and shareholder servicing fee\nat the rate of up to 0.25% of the Fund’s average daily net assets. Such fees are to be paid by the Fund monthly, or at such other\nintervals as the Board shall determine. Such fees shall be based upon the Fund’s average daily net assets during the preceding\nmonth and shall be calculated and accrued daily. The Fund may pay fees to the Distributor at a lesser rate, as agreed upon by the Board\nand the Distributor. The Plan authorizes payments to the Distributor as compensation for providing account maintenance services to Fund\nshareholders, including arranging for certain securities dealers or brokers, administrators and others (“Recipients”) to\nprovide these services and paying compensation for these services. The Fund bears its own costs of distribution with respect to its shares.\nThe Plan was adopted in order to permit the implementation of each Fund’s method of distribution. No fees are currently paid by\nthe Fund under

the Plan, and there are no current plans to impose such fees. In the event such fees were to be charged, over time they\nwould increase the cost of an investment in the Fund.

The\nservices to be provided to the Fund by Recipients may include, but are not limited to, the following: assistance in the offering and\nsale of Fund shares and in other aspects of the marketing of the shares to clients or prospective clients of the respective recipients;\nanswering routine inquiries concerning the Fund; assisting in the establishment and maintenance of accounts or sub-accounts in the Fund\nand in processing purchase and redemption transactions; making the Fund’s investment plan and shareholder services available; and\nproviding such other information and services to investors in shares of the Fund as the Distributor or the Trust, on behalf of the Fund,\nmay reasonably request. The distribution services shall also include any advertising and marketing services provided by or arranged by\nthe Distributor with respect to the Fund.

The\nDistributor is required to provide a written report, at least quarterly to the Board, specifying in reasonable detail the amounts expended\npursuant to the Plan and the purposes for which such expenditures were made. Further, the Distributor informs the Board of any Rule 12b-1\nfees to be paid by the Distributor to Recipients.

The\nPlan may not be amended to increase materially the amount of the Distributor’s compensation to be paid by the Fund unless such\namendment is approved by the vote of a majority of the outstanding voting securities of the Fund (as defined in the 1940 Act). All material\namendments must be approved by a majority of the Board by votes cast in person at a meeting called for the purpose of voting on the Plan.\nDuring the term of the Plan, the selection and nomination of Independent Trustees is committed to the discretion of the current Independent\nTrustees. The Distributor will preserve copies of the Plan, any related agreements, and all reports, for a period of not less than six\nyears from the date of such document and for at least the first two years in an easily accessible place.

Any\nagreement related to the Plan will be in writing and provide that: (a) it may be terminated by the Trust or the Fund at any time upon\nsixty days written notice, without the payment of any penalty, by vote of a majority of the Board, or by vote of a majority of the outstanding\nvoting securities of the Trust or the Fund; (b) it will automatically terminate in the event of its assignment (as defined in the 1940\nAct); and (c) it will continue in effect for a period of more than one year from the date of its execution or adoption only so long as\nsuch continuance is specifically approved at least annually by a majority of the Board by votes cast in person at a meeting called for\nthe purpose of voting on such agreement.

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DESCRIPTION\n OF SHARES

Each\nshare of beneficial interest of the Trust has one vote in the election of Trustees. Cumulative voting is not authorized for the Trust.\nThis means that the holders of more than 50% of the shares voting for the election of Trustees can elect 100% of the Trustees if they\nchoose to do so, and, in that event, the holders of the remaining shares will be unable to elect any Trustees.

Shareholders\nof the Trust and any other future series of the Trust will vote in the aggregate and not by series except as otherwise required by law\nor when the Board determines that the matter to be voted upon affects only the interest of the shareholders of a particular series or\nclasses. Matters such as election of Trustees are not subject to separate voting requirements and may be acted upon by shareholders of\nthe Trust voting without regard to series.

The\nTrust is authorized to issue an unlimited number of shares of beneficial interest. Each share has equal dividend, distribution, and liquidation\nrights. There are no conversion or preemptive rights applicable to any shares of the Fund. All shares issued are fully paid and non-assessable.

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CODE\n OF ETHICS

The\nTrust, the Adviser, the Sub-Adviser and the Distributor have each adopted codes of ethics under Rule 17j-1 under the 1940 Act that governs\nthe personal securities transactions of their board members, officers and employees who may have access to current trading information\nof the Trust. Under the code of ethics adopted by the Trust, the Trustees are permitted to invest in securities that may also be purchased\nby the Fund.

In\naddition, the Trust has adopted a code of ethics, which applies only to the Trust’s executive officers (the “Code”)\nto ensure that these officers promote professional conduct in the practice of corporate governance and management. The purpose behind\nthese guidelines is to promote (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest\nbetween personal and professional relationships; (ii) full, fair, accurate, timely, and understandable disclosure in reports and documents\nthat a registrant files with, or submits to, the SEC and in other public communications made by the Fund; (iii) compliance with applicable\ngovernmental laws, rule and regulations; (iv) the prompt internal reporting of violations of the Code to an appropriate person or persons\nidentified in the Code; and (v) accountability for adherence to the Code.

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PROXY\n VOTING POLICIES

The\nBoard has adopted Proxy Voting Policies and Procedures (“Policies”) on behalf of the Trust, which delegate the responsibility\nfor voting proxies to the Adviser or its designee, subject to the Board’s continuing oversight. The Policies require that the Adviser\nor its designee vote proxies received in a manner consistent with the best interests of the Fund and shareholders. The Policies also\nrequire the Adviser or its designee to present to the Board, at least annually, the Adviser’s Proxy Policies, or the proxy policies\nof the Adviser’s designee, and a record of each proxy voted by the Adviser or its designee on behalf of the Fund, including a report\non the resolution of all proxies identified by the Adviser as involving a conflict of interest. It is anticipated that the Sub-Adviser\nwill vote all proxies that are received on the Fund’s behalf.

Where\na proxy proposal raises a material conflict between the Adviser’s or Sub-Adviser’s interests and the Fund’s interests,\nthe Adviser or Sub-Adviser will resolve the conflict by voting in accordance with the policy guidelines or at the client’s directive\nusing the recommendation of an independent third party. If the third party’s recommendations are not received in a timely fashion,\nthe Adviser or Sub-Adviser will abstain from voting the securities held by that client’s account. A copy of the Adviser’s\nand Sub-Adviser’s proxy voting policies is attached hereto as Appendix B.

Information\nregarding how the Fund voted proxies during the most recent 12-month period ended June 30 is available without charge, upon request,\nby calling toll free, 1-877-383-7259 and by accessing the information on proxy voting filed by the Fund on Form N-PX on the SEC’s\nwebsite at www.sec.gov. In addition, a copy of the Fund’s proxy voting policies and procedures\nare also available by calling 1-877-383-7259 and will be sent within three business days of receipt of a request.

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PURCHASE,\n REDEMPTION AND PRICING OF FUND SHARES

Calculation\nof Share Price

As\nindicated in the Prospectus under the heading “How to Purchase Shares,” the NAV of the Fund’s shares is determined by\ndividing the total value of the Fund’s portfolio investments and other assets, less any liabilities, by the total number of shares outstanding\nof the Fund.

Generally,\nthe Fund’s domestic securities (including underlying ETFs which hold portfolio securities primarily listed on foreign (non-U.S.)\nexchanges) are valued each day at the last quoted sales price on each security’s primary exchange. Securities traded or dealt in\nupon one or more securities exchanges for which market quotations are readily available and not subject to restrictions against resale\nshall be valued at the last quoted sales price on the primary exchange or, in the absence of a sale on the primary exchange, at the mean\nbetween the current bid and ask prices on such exchange. Securities primarily traded in the NASDAQ National Market System for which market\nquotations are readily available shall be valued using the NASDAQ Official Closing Price. If market quotations are not readily available,\nsecurities will be valued at their fair market value as determined in good faith by the Adviser in accordance with procedures approved\nby the Board and as further described below. Securities that are not traded or dealt in any securities exchange (whether domestic or\nforeign) and for which over-the-counter market quotations are readily available generally shall be valued at the last sale price or,\nin the absence of a sale, at the mean between the current bid and ask price on such over-the-counter market.

Certain\nsecurities or investments for which daily market quotes are not readily available may be valued, pursuant to guidelines established by\nthe Board, with reference to other securities or indices. Debt securities not traded on an exchange may be valued at prices supplied\nby a pricing agent(s) based on broker or dealer supplied valuations or matrix pricing, a method of valuing securities by reference to\nthe value of other securities with similar characteristics, such as rating, interest rate and maturity. Short-term debt obligations having\n60 days or less remaining until maturity, at time of purchase, may be valued at amortized cost, which approximates fair value.

Exchange-traded\noptions are valued at the last quoted sales price or, in the absence of a sale, at the mean between the current bid and ask prices on\nthe exchange on which such options are traded. Futures and options on futures are valued at the settlement price determined by the exchange.\nOther securities for which market quotes are not readily available are valued at fair value as determined in good faith by the Board\nor persons acting at their direction. Swap agreements and other derivatives are generally valued daily based upon quotations from market\nmakers or by a pricing service in accordance with the valuation procedures approved by the Board.

Under\ncertain circumstances, the Fund may use an independent pricing service to calculate the fair market value of foreign equity securities\non a daily basis by applying valuation factors to the last sale price or the mean price as noted above. The fair market values supplied\nby the independent pricing service will generally reflect market trading that occurs after the close of the applicable foreign markets\nof comparable securities or the value of other instruments that have a strong correlation to the fair-valued securities. The independent\npricing service will also take into account the current relevant currency exchange rate. A security that is fair valued may be valued\nat a price higher or lower than actual market quotations or the value determined by other funds using their own fair valuation procedures.\nBecause foreign securities may trade on days when Fund shares are not priced, the value of securities held by the Fund can change on\ndays when Fund shares cannot be redeemed or purchased. In the event that a foreign security’s market quotations are not readily\navailable or are

deemed unreliable (for reasons other than because the foreign exchange on which it trades closed before the Fund’s\ncalculation of NAV), the security will be valued at its fair market value as determined in good faith by the Adviser in accordance with\nprocedures approved by the Board as discussed below. Without fair valuation, it is possible that short-term traders could take advantage\nof the arbitrage opportunity and dilute the NAV of long-term investors. Fair valuation of the Fund’s portfolio securities can serve\nto reduce arbitrage opportunities available to short-term traders, but there is no assurance that it will prevent dilution of the Fund’s\nNAV by short-term traders. In addition, because the Fund may invest in underlying ETFs which hold portfolio securities primarily listed\non foreign (non-U.S.) exchanges, and these exchanges may trade on weekends or other days when the underlying ETFs do not price their\nshares, the value of these portfolio securities may change on days when you may not be able to buy or sell Fund shares.

Investments\ninitially valued in currencies other than the U.S. dollar are converted to U.S. dollars using exchange rates obtained from pricing services.\nAs a result, the NAV of the Fund’s shares may be affected by changes in the value of currencies in relation to the U.S. dollar.\nThe value of securities traded in markets outside the United States or denominated in currencies other than the U.S. dollar may be affected\nsignificantly on a day that the New York Stock Exchange (“NYSE”) is closed and an investor is not able to purchase, redeem\nor exchange shares.

Fund\nshares are valued at the close of regular trading on the NYSE (normally 4:00 p.m., Eastern time) (the “NYSE Close”) on each\nday that the NYSE is open. For purposes of calculating the NAV, the Fund normally uses pricing data for domestic equity securities received\nshortly after the NYSE Close and does not normally take into account trading, clearances or settlements that take place after the NYSE\nClose. Domestic fixed income and foreign securities are normally priced using data reflecting the earlier closing of the principal markets\nfor those securities. Information that becomes known to the Fund or its agents after the NAV has been calculated on a particular day\nwill not generally be used to retroactively adjust the price of the security or the NAV determined earlier that day.

When\nmarket quotations are insufficient or not readily available, the Fund may value securities at fair value or estimate their value as determined\nin good faith by the Board or its designee, pursuant to procedures approved by the Board. Fair valuation may also be used by the Board\nif extraordinary events occur after the close of the relevant market but prior to the NYSE Close.

The\nFund may hold investments, such as private placements, interests in commodity pools, other non-traded securities or temporarily illiquid\ninvestments, for which market quotations are not readily available or are determined to be unreliable. These investments will be valued\nat their fair market value as determined using the “fair value” procedures approved by the Board. The Board has delegated\nexecution of these procedures to the Adviser as its “Valuation Designee.” The Valuation Designee may also enlist third party\nconsultants such as an audit firm or financial officer of a security issuer on an as-needed basis to assist in determining a security-specific\nfair value. The Board reviews and ratifies the execution of this process and the resultant fair value prices at least quarterly to assure\nthe process produces reliable results.

Valuation\nProcess. Fair value determinations are required for the following securities: (i) securities for which market quotations are\ninsufficient or not readily available on a particular business day (including securities for which there is a short and temporary lapse\nin the provision of a price by the regular pricing source); (ii) securities for which, in the judgment of the Adviser, the prices or\nvalues available do not represent the fair value of the instrument. Factors which may cause the Adviser to make such a judgment include,\nbut are not limited to, the following: only a bid price or an asked price is available; the spread between bid and asked prices is substantial;\nthe frequency of sales; the thinness of the market; the size of reported trades; and actions of the securities markets, such as the suspension\nor

limitation of trading; (iii) securities determined to be illiquid; (iv) securities with respect to which an event that will affect\nthe value thereof has occurred (a “significant event”) since the closing prices were established on the principal exchange\non which they are traded, but prior to the Fund’s calculation of its NAV. Specifically, interests in commodity pools or managed\nfutures pools are valued on a daily basis by reference to the closing market prices of each futures contract or other asset held by a\npool, as adjusted for pool expenses. Restricted or illiquid investments, such as private placements or non-traded securities are valued\nvia inputs from the Adviser’s valuation based upon the current bid for the security from two or more independent dealers or other\nparties reasonably familiar with the facts and circumstances of the security (who should take into consideration all relevant factors\nas may be appropriate under the circumstances). If the Adviser is unable to obtain a current bid from such independent dealers or other\nindependent parties, the Adviser shall determine the fair value of such security using the following factors: (i) the type of security;\n(ii) the cost at date of purchase; (iii) the size and nature of the Fund’s holdings; (iv) the discount from market value of unrestricted\nsecurities of the same class at the time of purchase and subsequent thereto; (v) information as to any transactions or offers with respect\nto the security; (vi) the nature and duration of restrictions on disposition of the security and the existence of any registration rights;\n(vii) how the yield of the security compares to similar securities of companies of similar or equal creditworthiness; (viii) the level\nof recent trades of similar or comparable securities; (ix) the liquidity characteristics of the security; (x) current market conditions;\nand (xi) the market value of any securities into which the security is convertible or exchangeable.

Standards\nFor Fair Value Determinations. As a general principle, the fair value of a security is the amount that the Fund might reasonably\nexpect to realize upon its current sale. The Trust has adopted Financial Accounting Standards Board Statement of Financial Accounting\nStandards Codification Topic 820, Fair Value Measurements and Disclosures (“ASC 820”). In accordance with ASC 820, fair value\nis defined as the price that the Fund would receive upon selling an investment in a timely transaction to an independent buyer in the\nprincipal or most advantageous market of the investment. ASC 820 establishes a three-tier hierarchy to maximize the use of observable\nmarket data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes.\nInputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about\nrisk, for example, the risk inherent in a particular valuation technique used to measure fair value including such a pricing model and/or\nthe risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable inputs are inputs that\nreflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from\nsources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about\nthe assumptions market participants would use in pricing the asset or liability, developed based on the best information available under\nthe circumstances.

Various\ninputs are used in determining the value of the Fund’s investments relating to ASC 820. These inputs are summarized in the three\nbroad levels listed below.

Level\n1 – quoted prices in active markets for identical securities.

Level\n2 – other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit\nrisk, etc.)

Level\n3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).

The\nAdviser takes into account the relevant factors and surrounding circumstances, which may include: (i) the nature and pricing history\n(if any) of the security; (ii) whether any dealer quotations for the security are available; (iii) possible valuation methodologies that\ncould be used to determine the fair value of the security; (iv) the recommendation of a portfolio manager of the Fund with respect to\nthe valuation of the security; (v) whether the same or similar securities are held by other funds managed by the Adviser (or Sub-Adviser)\nor other funds and the method used to price the security in those funds; (vi) the extent to which the fair value to be determined for\nthe security will result from the use of data or formulae produced by independent third parties and (vii) the liquidity or illiquidity\nof the market for the security.

Board’s\nDetermination. The Board meets at least quarterly to consider the valuations provided by the Adviser and to ratify the valuations\nmade for the applicable securities. The Board considers the reports provided by the Adviser, including follow-up studies of subsequent\nmarket-provided prices when available, in reviewing and determining in good faith the fair value of the applicable portfolio securities.

Creation\nUnits

The\nFund sells and redeems Shares in Creation Units on a continuous basis through the Distributor, without a sales load, at the NAV next\ndetermined after receipt of an order in proper form on any Business Day. A “Business Day” is any day on which the Exchange\nis open for business. The Exchange observes the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’\nDay, Good Friday, Memorial Day, Juneteenth National Independence Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

A\nCreation Unit is an aggregation of 25,000 Shares for the Fund. The Board may declare a split or a consolidation in the number of Shares\noutstanding of the Fund or Trust and make a corresponding change in the number of Shares in a Creation Unit.

Authorized\nParticipants

Only\nAuthorized Participants that have entered into agreements with the Distributor may purchase or redeem Creation Units. In order to be\nan Authorized Participant, a firm must be either a broker-dealer or other participant (“Participating Party”) in the Continuous\nNet Settlement System (“Clearing Process”) of the National Securities Clearing Corporation (“NSCC”) or a participant\nin DTC with access to the DTC system (“DTC Participant”), and you must execute an agreement (“Participant Agreement”)\nwith the Distributor that governs transactions in the Fund’s Creation Units.

Investors\nwho are not Authorized Participants but want to transact in Creation Units may contact the Distributor for the names of Authorized Participants.\nAn Authorized Participant may require investors to enter into a separate agreement to transact through it for Creation Units and may\nrequire orders for purchases of shares placed with it to be in a particular form. Investors transacting through a broker that is not\nitself an Authorized Participant and therefore must still transact through an Authorized Participant may incur additional charges. There\nare expected to be a limited number of Authorized Participants at any one time.

Orders\nmust be transmitted by an Authorized Participant by telephone or other transmission method acceptable to the Distributor. Market disruptions\nand telephone or other communication failures may impede the transmission of orders.

Transaction\nFees

A\nfixed fee payable to the Custodian is imposed on each creation and redemption transaction regardless of the number of Creation Units\ninvolved in the transaction (“Fixed Fee”). Purchases and redemptions of Creation Units for cash or involving cash-in-lieu\n(as defined below) are required to pay an additional variable charge to compensate the Fund and its ongoing shareholders for brokerage\nand market impact expenses relating to Creation Unit transactions (“Variable Charge,” and together with the Fixed Fee, the\n“Transaction Fees”). The Adviser may waive or adjust the Transaction Fees, including the Fixed Fee and/or Variable Charge\n(shown in the table below), from time to time. In such cases, the Authorized Participant reimburses the relevant Fund for, among other\nthings, any difference between the market value at which the securities and/or financial instruments were purchased by the Fund and the\ncash-in-lieu amount, applicable registration fees, brokerage commissions and certain taxes. In addition, purchasers of Creation Units\nare responsible for the costs of transferring the Deposit Securities to the account of the Fund.

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Fee\n for In-Kind and \n Cash Purchases	Maximum\n Additional \n Variable Charge for Cash \n Purchases*
$300	2.00%

\n\n

As\na percentage of the amount invested.

Investors\nwho use the services of a broker, or other such intermediary may be charged a fee for such services.

The\nClearing Process

Transactions\nby an Authorized Participant that is a Participating Party using the NSCC system are referred to as transactions “through the Clearing\nProcess.” Transactions by an Authorized Participant that is a DTC Participant using the DTC system are referred to as transactions\n“outside the Clearing Process.” The Clearing Process is an enhanced clearing process that is available only for certain securities\nand only to DTC participants that are also participants in the Continuous Net Settlement System of the NSCC. In-kind (portions of) purchase\norders not subject to the Clearing Process will go through a manual clearing process run by DTC. Portfolio Deposits that include government\nsecurities must be delivered through the Federal Reserve Bank wire transfer system (“Federal Reserve System”). Fund Deposits\nthat include cash may be delivered through the Clearing Process or the Federal Reserve System. In-kind deposits of securities for orders\noutside the Clearing Process must be delivered through the Federal Reserve System (for government securities) or through DTC (for corporate\nsecurities).

Foreign\nSecurities

Because\nthe portfolio securities of the Fund may trade on days that the Exchange is closed or are otherwise not Business Days for the Fund, shareholders\nmay not be able to redeem their shares of the Fund, or to purchase or sell shares of the Fund on the Exchange, on days when the NAV of\nthe Fund could be significantly affected by events in the relevant foreign markets.

Purchasing\nCreation Units

Portfolio\nDeposit

The\nconsideration for a Creation Unit generally consists of the Deposit Securities and a Cash Component. Together, the Deposit Securities\nand the Cash Component constitute the “Portfolio Deposit.” The Cash Component serves the function of compensating for any\ndifferences between the net asset value per Creation Unit and the Deposit Securities. Thus, the Cash Component is equal to the difference\nbetween (x) the net asset value per Creation Unit of the Fund and (y) the market value of the Deposit Securities. If (x) is more than\n(y), the Authorized Participant will pay the Cash Component to the Fund. If (x) is less than (y), the Authorized Participant will receive\nthe Cash Component from the Fund.

On\neach Business Day, prior to the opening of business on the Exchange (currently 9:30 a.m., Eastern Time), the Adviser or its agent through\nthe Custodian makes available through NSCC the name and amount of each Deposit Security in the current Portfolio Deposit (based on information\nat the end of the previous Business Day) for the Fund and the (estimated) Cash Component, effective through and including the previous\nBusiness Day, per Creation Unit. The Deposit Securities announced are applicable to purchases of Creation Units until the next announcement\nof Deposit Securities.

Payment\nof any stamp duty or the like shall be the sole responsibility of the Authorized Participant purchasing a Creation Unit. The Authorized\nParticipant must ensure that all Deposit Securities properly denote change in beneficial ownership.

Custom\nOrders and Cash-in-Lieu

The\nFund may, in its sole discretion, permit or require the substitution of an amount of cash (“cash-in-lieu”) to be added to\nthe Cash Component to replace any Deposit Security. The Fund may permit or require cash-in-lieu when, for example, a Deposit Security\nmay not be available in sufficient quantity for delivery or may not be eligible for transfer through the systems of DTC or the Clearing\nProcess. Similarly, the Fund may permit or require cash in lieu of Deposit Securities when, for example, the Authorized Participant or\nits underlying investor is restricted under U.S. or local securities laws or policies from transacting in one or more Deposit Securities.\nThe Fund complies with the federal securities laws in accepting Deposit Securities including that the Deposit Securities are sold in\ntransactions that would be exempt from registration under the Securities Act. All orders involving cash-in-lieu, as well as certain other\ntypes of orders, are considered to be “Custom Orders.” The Fund may enter into other types of Custom Orders.

Purchase\nOrders

To\norder a Creation Unit, an Authorized Participant must submit an irrevocable purchase order to the Distributor.

Timing\nof Submission of Purchase Orders

An\nAuthorized Participant must submit an irrevocable purchase order no later than the earlier of (i) 4:00 p.m. Eastern Time or (ii) the\nclosing time of the bond markets and/or the trading session on the Exchange, on any Business Day in order to receive that Business Day’s\nNAV (“Cut-off Time”). The Cut-off Time for Custom Orders is generally two hours earlier. The Business Day the order is deemed\nreceived by the Distributor is referred to as the “Transmittal Date.” An order to create Creation Units is

deemed received\non a Business Day if (i) such order is received by the Distributor by the Cut-off Time on such day and (ii) all other procedures set\nforth in the Participant Agreement are properly followed. Persons placing or effectuating custom orders and/or orders involving cash\nshould be mindful of time deadlines imposed by intermediaries, such as DTC and/or the Federal Reserve Bank wire system, which may impact\nthe successful processing of such orders to ensure that cash and securities are transferred by the “Settlement Date,” which\nis generally the Business Day immediately following the Transmittal Date (“T+1”) for cash and the second Business Day following\nthe Transmittal Date for securities (“T+2”).

Orders\nUsing the Clearing Process

If\navailable, (portions of) orders may be settled through the Clearing Process. In connection with such orders, the Distributor transmits,\non behalf of the Authorized Participant, such trade instructions as are necessary to effect the creation order. Pursuant to such trade\ninstructions, the Authorized Participant agrees to deliver the requisite Portfolio Deposit to the Fund, together with such additional\ninformation as may be required by the Distributor. Cash Components are delivered using either the Clearing Process or the Federal Reserve\nSystem.

Orders\nOutside the Clearing Process

If\nthe Clearing Process is not available for (portions of) an order, Portfolio Deposits will be made outside the Clearing Process. Orders\noutside the Clearing Process must state that the DTC Participant is not using the Clearing Process and that the creation of Creation\nUnits will be effected through DTC. The Portfolio Deposit transfer must be ordered by the DTC Participant on the Transmittal Date in\na timely fashion so as to ensure the delivery of Deposit Securities (whether standard or custom) through DTC to the relevant Fund’s\naccount by 11:00 a.m., Eastern time, on T+1. The Cash Component, along with any cash-in-lieu and Transaction Fee, must be transferred\ndirectly to the Custodian through the Federal Reserve System in a timely manner so as to be received by the Custodian no later than 12:00\np.m., Eastern Time, on T+1. If the Custodian does not receive both the Deposit Securities and the cash by the appointed time, the order\nmay be canceled. A canceled order may be resubmitted the following Business Day but must conform to that Business Day’s Portfolio\nDeposit. Authorized Participants that submit a canceled order will be liable to the relevant Fund for any losses incurred by the Fund\nin connection therewith.

Orders\ninvolving foreign Deposit Securities are expected to be settled outside the Clearing Process. Thus, upon receipt of an irrevocable purchase\norder, the Distributor notifies the Adviser and the Custodian of such order. The Custodian, who will have caused the appropriate local\nsub-custodian(s) of the Fund to maintain an account into which an Authorized Participant may deliver Deposit Securities (or cash-in-lieu),\nwith adjustments determined by the Fund, will then provide information of the order to such local sub-custodian(s). The ordering Authorized\nParticipant will then deliver the Deposit Securities (and any cash-in-lieu) to the Fund’s account at the applicable local sub-custodian.\nThe Authorized Participant must also make available on or before the contractual settlement date, by means satisfactory to the Fund,\nimmediately available or same day funds in U.S. dollars estimated by the Fund to be sufficient to pay the Cash Component and Transaction\nFee. When a relevant local market is closed due to local market holidays, the local market settlement process will not commence until\nthe end of the local holiday period. Settlement must occur by 2:00 p.m., Eastern Time, on the contractual settlement date.

Acceptance\nof Purchase Order

All\nquestions as to the number of shares of each security in the Deposit Securities and the validity, form, eligibility, and acceptance for\ndeposit of any securities to be delivered shall be determined by the Fund. The Fund’s determination shall be final and binding.

The\nFund reserves the right to reject or revoke acceptance of a purchase order transmitted to it by the Distributor if (a) the order is not\nin proper form; (b) the investor(s), upon obtaining the shares ordered, would own 80% or more of the currently outstanding shares of\nthe Fund; (c) the Deposit Securities delivered do not conform to the Deposit Securities for the applicable date; (d) the acceptance of\nthe Portfolio Deposit would, in the opinion of counsel, be unlawful; or (e) in the event that circumstances outside the control of the\nTrust, the Distributor and the Adviser make it for all practical purposes impossible to process purchase orders. Examples of such circumstances\ninclude acts of God; public service or utility problems resulting in telephone, telecopy or computer failures; fires, floods or extreme\nweather conditions; market conditions or activities causing trading halts; systems failures involving computer or other informational\nsystems affecting the Trust, the Distributor, DTC, NSCC, the Adviser, the Sub-Adviser, the Custodian, a sub-custodian or any other participant\nin the creation process; and similar extraordinary events. The Distributor shall notify an Authorized Participant of its rejection of\nthe order. The Fund, the Custodian, any sub-custodian and the Distributor are under no duty, however, to give notification of any defects\nor irregularities in the delivery of Portfolio Deposits, and they shall not incur any liability for the failure to give any such notification.

Issuance\nof a Creation Unit

Once\nthe Fund has accepted an order, upon next determination of the Fund’s NAV, the Fund confirms the issuance of a Creation Unit, against\nreceipt of payment, at such NAV. The Distributor will transmit a confirmation of acceptance to the Authorized Participant that placed\nthe order.

Except\nas provided below, a Creation Unit is not issued until the Fund obtains good title to the Deposit Securities and the Cash Component,\nalong with any cash-in-lieu and Transaction Fee. The delivery of Creation Units generally occurs no later than T+2 except with respect\nto certain foreign securities.

In\ncertain cases, Authorized Participants will create and redeem Creation Units on the same trade date. In these instances, the Trust reserves\nthe right to settle these transactions on a net basis.

With\nrespect to orders involving foreign Deposit Securities, when the applicable local sub-custodian(s) have confirmed to the Custodian that\nthe Deposit Securities (or cash-in-lieu) have been delivered to the Fund’s account at the applicable local sub-custodian(s), the\nDistributor and the Adviser or Sub-Adviser shall be notified of such delivery, and the Fund will issue and cause the delivery of the\nCreation Unit. While, as stated above, Creation Units are generally delivered on T+2, the Fund reserves the right to settle redemption\ntransactions on a basis other than T+2 but by T+7, if necessary or appropriate under the circumstances and compliant with applicable\nlaw. Delayed settlement may occur due to a number of different reasons, including, without limitation, settlement cycles for the underlying\nsecurities, unscheduled market closings, an effort to link distribution to dividend record dates and ex-dates and newly announced holidays.\nFor example, the redemption settlement process may be extended beyond T+2 because of the occurrence of a holiday in a non-U.S. market\nor in the U.S. bond market that is not a holiday observed in the U.S. equity market. In addition, the Fund may settle Creation Unit transactions\non a basis other than T+2 in order to accommodate foreign market holiday schedules, to account for different treatment among foreign\nand U.S. markets of dividend record dates and ex-dividend dates

(that is the last day the holder of a security can sell the security\nand still receive dividends payable on the security), and in certain other circumstances.

The\nFund may issue a Creation Unit prior to receiving good title to the Deposit Securities, under the following circumstances. Pursuant to\nthe applicable Participant Agreement, the Fund may issue a Creation Unit notwithstanding that (certain) Deposit Securities have not been\ndelivered, in reliance on an undertaking by the relevant Authorized Participant to deliver the missing Deposit Securities as soon as\npossible, which undertaking is secured by such Authorized Participant’s delivery to and maintenance with the Custodian of collateral\nhaving a value equal to at least 115% of the value of the missing Deposit Securities (“Collateral”), as adjusted by time\nto time by the Adviser or Sub-Adviser. Such Collateral will have a value greater than the NAV of the Creation Unit on the date the order\nis placed. Such Collateral must be delivered no later than 2:00 p.m., Eastern Time, on T+1. The only Collateral that is acceptable to\nthe Fund is cash in U.S. Dollars.

While\n(certain) Deposit Securities remain undelivered, the Collateral shall at all times have a value equal to at least 115% (as adjusted by\nthe Adviser) of the daily marked-to-market value of the missing Deposit Securities. At any time, the Fund may use the Collateral to purchase\nthe missing securities, and the Authorized Participant will be liable to the Fund for any costs incurred thereby or losses resulting\ntherefrom, whether or not they exceed the amount of the Collateral, including any Transaction Fee, any amount by which the purchase price\nof the missing Deposit Securities exceeds the market value of such securities on the Transmittal Date, brokerage and other transaction\ncosts. The Trust will return any unused Collateral once all of the missing securities have been received by the Fund. More information\nregarding the Fund’s current procedures for collateralization is available from the Distributor.

Cash\nPurchase Method

When\ncash purchases of Creation Units are available or specified for the Fund, they are effected in essentially the same manner as in-kind\npurchases. In the case of a cash purchase, the investor must pay the cash equivalent of the Portfolio Deposit. In addition, cash purchases\nwill be subject to Transaction Fees, as described above.

Redeeming\na Creation Unit

Redemption\nBasket

The\nconsideration received in connection with the redemption of a Creation Unit generally consists of an in-kind basket of designated securities\n(“Redemption Securities”) and a Cash Component. Together, the Redemption Securities and the Cash Component constitute the\n“Redemption Basket.”

There\ncan be no assurance that there will be sufficient liquidity in Shares in the secondary market to permit assembly of a Creation Unit.\nIn addition, investors may incur brokerage and other costs in connection with assembling a Creation Unit.

The\nCash Component serves the function of compensating for any differences between the net asset value per Creation Unit and the Redemption\nSecurities. Thus, the Cash Component is equal to the difference between (x) the net asset value per Creation Unit of the Fund and (y)\nthe market value of the Redemption Securities. If (x) is more than (y), the Authorized Participant will receive the Cash Component from\nthe Fund. If (x) is less than (y), the Authorized Participant will pay the Cash Component to the Fund.

If\nthe Redemption Securities on a Business Day are different from the Deposit Securities, prior to the opening of business on the Exchange\n(currently 9:30 a.m., Eastern Time), the Adviser or an agent through the Custodian makes available through NSCC the name and amount of\neach Redemption Security in the current Redemption Basket (based on information at the end of the previous Business Day) for the relevant\nFund and the (estimated) Cash Component, effective through and including the previous Business Day, per Creation Unit. If the Redemption\nSecurities on a Business Day are different from the Deposit Securities, all redemption requests that day will be processed outside the\nClearing Process.

The\nright of redemption may be suspended or the date of payment postponed: (i) for any period during which the NYSE is closed (other than\ncustomary weekend and holiday closings); (ii) for any period during which trading on the NYSE is suspended or restricted; (iii) for any\nperiod during which an emergency exists as a result of which disposal of the Shares or determination of the ETF’s NAV is not reasonably\npracticable; or (iv) in such other circumstances as permitted by the SEC, including as described below.

Custom\nRedemptions and Cash-in-Lieu

The\nFund may, in its sole discretion, permit or require the substitution of cash-in-lieu to be added to the Cash Component to replace any\nRedemption Security. The Fund may permit or require cash-in-lieu when, for example, a Redemption Security may not be available in sufficient\nquantity for delivery or may not be eligible for transfer through the systems of DTC or the Clearing Process. Similarly, the Fund may\npermit or require cash-in-lieu of Redemption Securities when, for example, the Authorized Participant or its underlying investor is restricted\nunder U.S. or local securities law or policies from transacting in one or more Redemption Securities. The Fund complies with the federal\nsecurities laws in satisfying redemptions with Redemption Securities, including that the Redemption Securities are sold in transactions\nthat would be exempt from registration under the Securities Act. All redemption requests involving cash-in-lieu are considered to be\n“Custom Redemptions.”

Redemption\nRequests

To\nredeem a Creation Unit, an Authorized Participant must submit an irrevocable redemption request to the Distributor.

An\nAuthorized Participant submitting a redemption request is deemed to represent to the Fund that it or, if applicable, the investor on\nwhose behalf it is acting, (i) owns outright or has full legal authority and legal beneficial right to tender for redemption the Creation\nUnit to be redeemed and can receive the entire proceeds of the redemption, and (ii) all of the Shares that are in the Creation Unit to\nbe redeemed have not been borrowed, loaned or pledged to another party nor are they the subject of a repurchase agreement, securities\nlending agreement or such other arrangement that would preclude the delivery of such Shares to the Fund. The Fund reserves the absolute\nright, in its sole discretion, to verify these representations, but will typically require verification in connection with higher levels\nof redemption activity and/or short interest in the Fund. If the Authorized Participant, upon receipt of a verification request, does\nnot provide sufficient verification of the requested representations, the redemption request will not be considered to be in proper form\nand may be rejected by the Fund.

Timing\nof Submission of Redemption Requests

An\nAuthorized Participant must submit an irrevocable redemption order no later than the Cut-off Time. The Cut-off Time for Custom Orders\nis generally two hours earlier. The Business Day the order is deemed received by the Distributor is referred to as the “Transmittal\nDate.” A redemption request is

deemed received if (i) such order is received by the Distributor by the Cut-off Time on such day\nand (ii) all other procedures set forth in the Participant Agreement are properly followed. Persons placing or effectuating Custom Redemptions\nand/or orders involving cash should be mindful of time deadlines imposed by intermediaries, such as DTC and/or the Federal Reserve System,\nwhich may impact the successful processing of such orders to ensure that cash and securities are transferred by the Settlement Date,\nas defined above.

Requests\nUsing the Clearing Process

If\navailable, (portions of) redemption requests may be settled through the Clearing Process. In connection with such orders, the Distributor\ntransmits on behalf of the Authorized Participant, such trade instructions as are necessary to effect the redemption. Pursuant to such\ntrade instructions, the Authorized Participant agrees to deliver the requisite Creation Unit(s) to the Fund, together with such additional\ninformation as may be required by the Distributor. Cash Components are delivered using either the Clearing Process or the Federal Reserve\nSystem, as described above.

Requests\nOutside the Clearing Process

If\nthe Clearing Process is not available for (portions of) an order, Redemption Baskets are delivered outside the Clearing Process. Orders\noutside the Clearing Process must state that the DTC Participant is not using the Clearing Process and that the redemption will be effected\nthrough DTC. The Authorized Participant must transfer or cause to be transferred the Creation Unit(s) of shares being redeemed through\nthe book-entry system of DTC so as to be delivered through DTC to the Custodian by 10:00 a.m., Eastern Time, on received T+1. In addition,\nthe Cash Component must be received by the Custodian by 12:00 p.m., Eastern Time, on T+1. If the Custodian does not receive the Creation\nUnit(s) and Cash Component by the appointed times on T+1, the redemption will be rejected, except in the circumstances described below.\nA rejected redemption request may be resubmitted the following Business Day.

Orders\ninvolving foreign Redemption Securities are expected to be settled outside the Clearing Process. Thus, upon receipt of an irrevocable\nredemption request, the Distributor notifies the Adviser or Sub-Adviser and the Custodian. The Custodian will then provide information\nof the redemption to the relevant Fund’s local sub-custodian(s). The redeeming Authorized Participant, or the investor on whose\nbehalf is acting, will have established appropriate arrangements with a broker-dealer, bank or other custody provider in each jurisdiction\nin which the Redemption Securities are customarily traded and to which such Redemption Securities (and any cash-in-lieu) can be delivered\nfrom the Fund’s accounts at the applicable local sub-custodian(s).

Acceptance\nof Redemption Requests

All\nquestions as to the number of shares of each security in the Deposit Securities and the validity, form, eligibility, and acceptance for\ndeposit of any securities to be delivered shall be determined by the Trust. The Trust’s determination shall be final and binding.

Delivery\nof Redemption Basket

Once\nthe Fund has accepted a redemption request, upon next determination of the Fund’s NAV, the Fund will confirm the issuance of a\nRedemption Basket, against receipt of the Creation Unit(s) at such NAV, any cash-in-lieu and Transaction Fee. A Creation Unit tendered\nfor redemption and the payment of the Cash Component, any cash-in-lieu and Transaction Fee will be effected through DTC. The Authorized\nParticipant, or the investor on whose behalf it is acting, will be recorded on the book-entry system of DTC.

The\nRedemption Basket generally delivered to the redeeming Authorized Participant within T+2. Except under the circumstances described below,\nhowever, a Redemption Basket generally is not issued until the Creation Unit(s) are delivered to the Fund, along with the Cash Component,\nany cash-in-lieu and Transaction Fee.

In\ncertain cases, Authorized Participants create and redeem Creation Units on the same trade date. In these instances, the Trust reserves\nthe right to settle these transactions on a net basis.

Cash\nRedemption Method

When\ncash redemptions of Creation Units are available or specified for the Fund, they are effected in essentially the same manner as in-kind\nredemptions. In the case of a cash redemption, the investor will receive the cash equivalent of the Redemption Basket minus any Transaction\nFees, as described above.

\n \n \n \n \n

TAX\n STATUS

The\nfollowing discussion is general in nature and should not be regarded as an exhaustive presentation of all possible tax ramifications.\nAll shareholders should consult a qualified tax adviser regarding their investment in the Fund.

The\nFund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “IRC”),\nwhich requires compliance with certain requirements concerning the sources of its income, diversification of its assets, and the amount\nand timing of its distributions to shareholders. Such qualification does not involve supervision of management or investment practices\nor policies by any government agency or bureau. By so qualifying, the Fund should not be subject to federal income or excise tax on its\nnet investment income or net capital gain, which are distributed to shareholders in accordance with the applicable timing requirements.\nNet investment income and net capital gain of the Fund will be computed in accordance with Section 852 of the IRC.

The\nFund intends to distribute all of its net investment income, any excess of net short-term capital gains over net long-term capital losses,\nand any excess of net long-term capital gains over net short-term capital losses in accordance with the timing requirements imposed by\nthe IRC and therefore should not be required to pay any federal income or excise taxes. Distributions of net investment income and net\ncapital gain will be made after the end of each fiscal year. Both types of distributions will be in shares of the Fund unless a shareholder\nelects to receive cash.

As\nof June 30, 2026, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed

Post\n October Loss

Capital\n Loss

Other

Unrealized

Total

Ordinary

Long-Term

and

Carry

Book/Tax

Appreciation/

Accumulated

Income

Capital\n Gains

Late\n Year Loss

Forwards

Differences

(Depreciation)

Earnings/(Deficits)

—

(688,978)

(891,261)\n

(597,292)

3,862,115

(1,684,584)

To\nbe treated as a regulated investment company under Subchapter M of the IRC, the Fund must also (a) derive at least 90% of its gross income\nfrom dividends, interest, payments with respect to securities loans, net income from certain publicly traded partnerships and gains from\nthe sale or other disposition of securities or foreign currencies, or other income (including, but not limited to, gains from options,\nfutures or forward contracts) derived with respect to the business of investing in such securities or currencies, and (b) diversify its\nholdings so that, at the end of each fiscal quarter, (i) at least 50% of the market value of the Fund’s assets is represented by\ncash, U.S. government securities and securities of other regulated investment companies, and other securities (for purposes of this calculation,\ngenerally limited in respect of any one issuer, to an amount not greater than 5% of the market value of the Fund’s assets and 10%\nof the outstanding voting securities of such issuer) and (ii) not more than 25% of the value of its assets is invested in the securities\nof (other than U.S. government securities or the securities of other regulated investment companies) any one issuer, two or more issuers\nwhich the Fund controls and which are determined to be engaged in the same or similar trades or businesses, or the securities of certain\npublicly traded partnerships.

If\nthe Fund fails to qualify as a regulated investment company under Subchapter M in any fiscal year, it will be treated as a corporation\nfor federal income tax purposes. As such, the Fund would be required to pay income taxes on its net investment income and net realized\ncapital gains, if any, at the rates generally applicable to corporations. Shareholders of the Fund generally would not be liable for\nincome tax on the Fund’s net investment income or net realized capital gains in their individual capacities. Distributions to shareholders,\nwhether from the Fund’s net investment income or net realized capital gains, would be treated as taxable dividends to the extent\nof current or accumulated earnings and profits of the Fund.

The\nFund is subject to a 4% non-deductible excise tax on certain undistributed amounts of ordinary income and capital gain under a\nprescribed formula contained in Section 4982 of the IRC. The formula requires payment to shareholders during a calendar year of distributions\nrepresenting at least 98% of the Fund’s ordinary income for the calendar year and at least 98.2% of its capital gain net income\n(i.e., the excess of its capital gains over capital losses) realized during the one-year period ending October 31 during such year plus\n100% of any income that was neither distributed nor taxed to the Fund during the preceding calendar year. Under ordinary circumstances,\nthe Fund expects to time its distributions so as to avoid liability for this tax.

The\nfollowing discussion of tax consequences is for the general information of shareholders that are subject to tax. Shareholders that are\nIRAs or other qualified retirement plans are exempt from income taxation under the IRC.

Distributions\nof taxable net investment income and the excess of net short-term capital gain over net long-term capital loss are generally taxable\nto shareholders as ordinary income, unless such distributions are attributable to “qualified dividend income” eligible for\nthe reduced federal income tax rates applicable to long-term capital gains, provided certain holding period and other requirements are\nsatisfied.

Distributions\nof net capital gain (“capital gain dividends”) generally are taxable to shareholders as long-term capital gain, regardless\nof the length of time the shares of the Fund have been held by such shareholders.

Certain\nU.S. shareholders, including individuals and estates and trusts, are subject to an additional 3.8% Medicare tax on all or a portion of\ntheir “net investment income,” which should include dividends from the Fund and net gains from the disposition of shares\nof the Fund. U.S. shareholders are urged to consult their own tax advisers regarding the implications of the additional Medicare tax\nresulting from an investment in the Fund.

A\nredemption of the Fund’s shares by a shareholder will result in the recognition of taxable gain or loss in an amount equal to the\ndifference between the amount realized and the shareholder’s tax basis in his or her Fund shares. Such gain or loss is treated\nas a capital gain or loss if the shares are held as capital assets. The gain or loss will generally be treated as long-term capital gain\nor loss if the shares were held for more than one year and if not held for such period, as short-term capital gain or loss. However,\nany loss realized upon the redemption of shares within six months from the date of their purchase will be treated as a long-term capital\nloss to the extent of any amounts treated as capital gain dividends during such six-month period. All or a portion of any loss realized\nupon the redemption of shares may be disallowed to the extent shares are purchased (including shares acquired by means of reinvested\ndividends) within 30 days before or after such redemption.

Distributions\nof taxable net investment income and net capital gain will be taxable as described above, whether received in additional shares or cash.\nShareholders electing to receive distributions in the form of additional shares will have a cost basis for federal income tax purposes\nin each share so received equal to the NAV of a share on the reinvestment date.

All\ndistributions of taxable net investment income and net capital gain, whether received in shares or in cash, must be reported by each\ntaxable shareholder on his or her federal income tax return. Dividends or distributions declared in October, November, or December as\nof a record date in such a month, if any, will be deemed to have been received by shareholders on December 31, if paid during January\nof the following year. Redemptions of shares may result in tax consequences (gain or loss) to the shareholder and are also subject to\nthese reporting requirements.

Under\nthe IRC, the Fund is required to report to the Internal Revenue Service (“IRS”) all distributions of income and capital gains\nas well as gross proceeds from the redemption or exchange of the Fund’s shares, except in the case of certain exempt shareholders.\nUnder the backup withholding provisions of Section 3406 of the IRC, distributions of net investment income and net capital gain and proceeds\nfrom the redemption or exchange of the shares of a regulated investment company may be subject to withholding of federal income tax in\nthe case of non-exempt shareholders who fail to furnish the investment company with their taxpayer identification numbers and with required\ncertifications regarding their status under the federal income tax law, or if each is notified by the IRS or a broker that withholding\nis required due to an incorrect TIN or a previous failure to report taxable interest or dividends. If the withholding provisions are\napplicable, any such distributions and proceeds, whether taken in cash or reinvested in additional shares, will be reduced by the amounts\nrequired to be withheld.

Payments\nto a shareholder that is either a foreign financial institution (“FFI”) or a non-financial foreign entity (“NFFE”)\nwithin the meaning of the Foreign Account Tax Compliance Act (“FATCA”) may be subject to a generally nonrefundable 30% withholding\ntax on: (a) income dividends paid by the Fund and (b) certain capital gain distributions and the proceeds arising from the sale of Fund\nshares paid by the Fund. FATCA withholding tax generally can be avoided: (a) by an FFI, subject to any applicable intergovernmental agreement\nor other exemption, if it enters into a valid agreement with the IRS to,

among other requirements, report required information about\ncertain direct and indirect ownership of foreign financial accounts held by U.S. persons with the FFI and (b) by an NFFE, if it: (i)\ncertifies that it has no substantial U.S. persons as owners or (ii) if it does have such owners, reports information relating to them.\nThe Fund may disclose the information that it receives from its shareholders to the IRS, non-U.S. taxing authorities or other parties\nas necessary to comply with FATCA. Withholding also may be required if a foreign entity that is a shareholder of the Fund fails to provide\nthe Fund with appropriate certifications or other documentation concerning its status under FATCA.

Options,\nFutures, Forward Contracts and Swap Agreements

To\nthe extent such investments are permissible for the Fund, the Fund’s transactions in options, futures contracts, hedging transactions,\nforward contracts, straddles, and foreign currencies will be subject to special tax rules (including mark-to-market, constructive sale,\nstraddle, wash sale and short sale rules), the effect of which may be to accelerate income to the Fund, defer losses to the Fund, cause\nadjustments in the holding periods of the Fund’s securities, convert long-term capital gains into short-term capital gains and\nconvert short-term capital losses into long-term capital losses. These rules could therefore affect the amount, timing, and character\nof distributions to shareholders.

To\nthe extent such investments are permissible, certain of the Fund’s hedging activities (including its transactions, if any, in foreign\ncurrencies or foreign currency-denominated instruments) are likely to produce a difference between its book income and its taxable income.\nIf the Fund’s book income exceeds its taxable income, the distribution (if any) of such excess book income will be treated as (i)\na dividend to the extent of the Fund’s remaining earnings and profits (including earnings and profits arising from tax-exempt income),\n(ii) thereafter, as a return of capital to the extent of the recipient’s basis in the shares, and (iii) thereafter, as gain from\nthe sale or exchange of a capital asset. If the Fund’s book income is less than taxable income, the Fund could be required to make\ndistributions exceeding book income to qualify as a regular investment company that is accorded special tax treatment.

Passive\nForeign Investment Companies

Investment\nby the Fund in certain passive foreign investment companies (“PFICs”) could subject the Fund to a U.S. federal income tax\n(including interest charges) on distributions received from the company or on proceeds received from the disposition of shares in the\ncompany, which tax cannot be eliminated by making distributions to Fund shareholders. However, the Fund may elect to treat a PFIC as\na qualified electing fund (“QEF”), in which case the Fund is required to include its share of the company’s income\nand net capital gains annually, regardless of whether it receives any distribution from the company.

The\nFund also may make an election to mark the gains (and to a limited extent losses) in such holdings “to the market” as though\nit had sold and repurchased its holdings in those PFICs on the last day of the Fund’s taxable year. Such gains and losses are treated\nas ordinary income and loss. The QEF and mark-to-market elections may accelerate the recognition of income (without the receipt of cash)\nand increase the amount required to be distributed for the Fund to avoid taxation. Making either of these elections therefore may require\nthe Fund to liquidate other investments (including when it is not advantageous to do so) to meet its distribution requirement, which\nalso may accelerate the recognition of gain and affect the Fund’s total return.

Foreign\nCurrency Transactions

The\nFund’s transactions in foreign currencies, foreign currency-denominated debt securities and certain foreign currency options, futures\ncontracts, and forward contracts (and similar instruments) may give rise to ordinary income or loss to the extent such income or loss\nresults from fluctuations in the value of the foreign currency concerned.

Other\nRegulated Investment Companies

Generally,\nthe character of the income or capital gains that the Fund receives from another investment company will pass through to the Fund’s\nshareholders as long as the Fund and the other investment company each qualify as a regulated investment company. However, to the extent\nthat another investment company that qualifies as a regulated investment company realizes net losses on its investments for a given taxable\nyear, the Fund will not be able to recognize their share of those losses until they dispose of shares of such investment company. Moreover,\neven when the Fund does make such a disposition, a portion of their loss may be recognized as a long-term capital loss, which will not\nbe treated as favorably for federal income tax purposes as an ordinary deduction. In particular, the Fund will not be able to offset\nany capital losses from its dispositions of shares of other investment companies against its ordinary income. As a result of the foregoing\nrules, and certain other special rules, it is possible that the amounts of net investment income and net capital gains that the Fund\nwill be required to distribute to shareholders will be greater than such amounts would have been had the Fund invested directly in the\nsecurities held by the investment companies in which it invests, rather than investing in shares of the investment companies. For similar\nreasons, the character of distributions from the Fund (e.g., long-term capital gain, qualified dividend income, etc.) will not necessarily\nbe the same as it would have been had the Fund invested directly in the securities held by the investment companies in which it invests.

Foreign\nTaxation

Income\nreceived by the Fund from sources within foreign countries may be subject to withholding and other taxes imposed by such countries. Tax\ntreaties and conventions between certain countries and the U.S. may reduce or eliminate such taxes. If more than 50% of the value of\nthe Fund’s total assets at the close of its taxable year consists of securities of foreign corporations, the Fund may be able to\nelect to “pass through” to the Fund’s shareholders the amount of eligible foreign income and similar taxes paid by\nthe Fund. If this election is made, a shareholder generally subject to tax will be required to include in gross income (in addition to\ntaxable dividends actually received) his or her pro rata share of the foreign taxes paid by the Fund, and may be entitled either to deduct\n(as an itemized deduction) his or her pro rata share of foreign taxes in computing his or her taxable income or to use it as a foreign\ntax credit against his or her U.S. federal income tax liability, subject to certain limitations. In particular, a shareholder must hold\nhis or her shares (without protection from risk of loss) on the ex-dividend date and for at least 15 more days during the 30-day period\nsurrounding the ex-dividend date to be eligible to claim a foreign tax credit with respect to a gain dividend. No deduction for foreign\ntaxes may be claimed by a shareholder who does not itemize deductions. Each shareholder is notified within 60 days after the close of\nthe Fund’s taxable year whether the foreign taxes paid by the Fund will “pass through” for that year.

Generally,\na credit for foreign taxes is subject to the limitation that it may not exceed the shareholder’s U.S. tax attributable to his or\nher total foreign source taxable income. For this purpose, if the pass-through election is made, the source of the Fund’s income\nwill flow through to shareholders of the Fund. With respect to the Fund, gains from the sale of securities are treated as derived from\nU.S. sources and certain currency fluctuation gains, including fluctuation gains from foreign currency-denominated

debt securities, receivables\nand payables are treated as ordinary income derived from U.S. sources. The limitation on the foreign tax credit is applied separately\nto foreign source passive income, and to certain other types of income. A shareholder may be unable to claim a credit for the full amount\nof his or her proportionate share of the foreign taxes paid by the Fund. The foreign tax credit can be used to offset only 90% of the\nrevised alternative minimum tax imposed on corporations and individuals and foreign taxes generally are not deductible in computing alternative\nminimum taxable income.

Original\nIssue Discount and Pay-In-Kind Securities

Current\nfederal tax law requires the holder of a U.S. Treasury or other fixed income zero coupon security to accrue as income each year a portion\nof the discount at which the security was purchased, even though the holder receives no interest payment in cash on the security during\nthe year. In addition, pay-in-kind securities give rise to income which is required to be distributed and is taxable even though the\nFund holding the security receives no interest payment in cash on the security during the year.

Some\nof the debt securities (with a fixed maturity date of more than one year from the date of issuance) that may be acquired by the Fund\nmay be treated as debt securities that are issued originally at a discount. Generally, the amount of the original issue discount (“OID”)\nis treated as interest income and is included in income over the term of the debt security, even though payment of that amount is not\nreceived until a later time, usually when the debt security matures. A portion of the OID includable in income with respect to certain\nhigh-yield corporate debt securities (including certain pay-in-kind securities) may be treated as a dividend for U.S. federal income\ntax purposes.

Some\nof the debt securities (with a fixed maturity date of more than one year from the date of issuance) that may be acquired by the Fund\nin the secondary market may be treated as having market discount. Generally, any gain recognized on the disposition of, and any partial\npayment of principal on, a debt security having market discount is treated as ordinary income to the extent the gain, or principal payment,\ndoes not exceed the “accrued market discount” on such debt security. Market discount generally accrues in equal daily installments.\nThe Fund may make one or more of the elections applicable to debt securities having market discount, which could affect the character\nand timing of recognition of income.

Some\ndebt securities (with a fixed maturity date of one year or less from the date of issuance) that may be acquired by the Fund may be treated\nas having acquisition discount, or OID in the case of certain types of debt securities. Generally, the Fund is required to include the\nacquisition discount, or OID, in income over the term of the debt security, even though payment of that amount is not received until\na later time, usually when the debt security matures. The Fund may make one or more of the elections applicable to debt securities having\nacquisition discount, or OID, which could affect the character and timing of recognition of income.

If\nthe Fund hold the foregoing kinds of securities, it may be required to pay out as an income distribution each year an amount, which is\ngreater than the total amount of cash interest the Fund actually received. Such distributions may be made from the cash assets of the\nFund or by liquidation of portfolio securities, if necessary (including when it is not advantageous to do so). The Fund may realize gains\nor losses from such liquidations. In the event the Fund realize net capital gains from such transactions, its shareholders may receive\na larger capital gain distribution, if any, than they would in the absence of such transactions.

Shareholders\nof the Fund may be subject to state and local taxes on distributions received from the Fund and on redemptions of the Fund’s shares.

A\nbrief explanation of the form and character of the distribution accompany each distribution. After the end of each year, the Fund issues\nto each shareholder a statement of the federal income tax status of all distributions.

Shareholders\nshould consult their tax advisers about the application of federal, state and local and foreign tax law in light of their particular\nsituation.

\n \n \n \n \n

ANTI-MONEY\n LAUNDERING PROGRAM

The\nTrust has established an Anti-Money Laundering Compliance Program (the “Program”) as required by the Uniting and Strengthening\nAmerica by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”). To ensure\ncompliance with this law, the Trust’s Program provides for the development of internal practices, procedures and controls, designation\nof anti-money laundering compliance officers, an ongoing training program and an independent audit function to determine the effectiveness\nof the Program.

Procedures\nto implement the Program include, but are not limited to, determining that the Fund’s Distributor and Transfer Agent have established\nproper anti-money laundering procedures, reporting suspicious and/or fraudulent activity and providing a complete and thorough review\nof all new opening account applications. The Trust does not transact business with any person or entity whose identity cannot be adequately\nverified under the provisions of the USA PATRIOT Act.

As\na result of the Program, the Trust may be required to “freeze” the account of a shareholder if the shareholder appears to\nbe involved in suspicious activity or if certain account information matches information on government lists of known terrorists or other\nsuspicious persons, or the Trust may be required to transfer the account or proceeds of the account to a governmental agency.

\n \n \n \n \n

CONTROL\n PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

A\nprincipal shareholder is any person who owns of record or beneficially 5% or more of the outstanding shares of a fund. A control person\nis one who owns beneficially or through controlled companies more than 25% of the voting securities of a company or acknowledges the\nexistence of control. Persons controlling the Fund can determine the outcome of any proposal submitted to the shareholders for approval,\nincluding changes to the Fund’s fundamental policies or the terms of the Advisory Agreement with the Adviser.

As\nof October 12, 2026, the following shareholders of record owned 5% or more of the outstanding Shares of the Fund as listed\nbelow:

\n \n \n \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
Name\n & Address	Shares	Percentage\n of Fund Share Class
Charles\n Schwab & Co \n Inc/Special Custody A/C FBO Customers \n Attn Mutual Funds \n 211 Main Street \n San Francisco, CA 94105	179,319	51.23%

Pershing \n P.O. Box 2052 \n Jersey City, NJ 07303	111,419	31.83%

National\n Financial Services, LLC \n 499 Washington Blvd \n Jersey City, NJ 07310	34,779	9.94%

Management\nOwnership Information. As of October 12, 2026, the Trustees and officers of the Trust, as a group, beneficially owned\nless than 1% of the outstanding shares of the Fund.

\n \n \n \n \n

MANAGEMENT

The\nbusiness of the Trust is managed under the direction of the Board in accordance with the Agreement and Declaration of Trust and the Trust’s\nBy-Laws (the “Governing Documents”), which have been filed with the SEC and are available upon request. The Board consists\nof four (4) individuals, each of whom are not “interested persons” (as defined under the 1940 Act) of the Trust or any investment\nadviser to any series of the Trust (“Independent Trustees”). Pursuant to the Governing Documents, the Board shall elect officers\nincluding a President, a Secretary, a Treasurer, a Principal Executive Officer and a Principal Accounting Officer. The Board retains\nthe power to conduct, operate and carry on the business of the Trust and has the power to incur and pay any expenses, which, in the opinion\nof the Board, are necessary or incidental to carry out any of the Trust’s purposes. The Board, officers, employees and agents of\nthe Trust, when acting in such capacities, shall not be subject to any personal liability except for his or her own bad faith, willful\nmisfeasance, gross negligence or reckless disregard of his or her duties.

Board\nLeadership Structure

The\nBoard is led by John V. Palancia, who has served as the Chairman of the Board (“Chairman”) since May 2014. The Board has\nnot appointed a Lead Independent Trustee because the Chairman is an Independent Trustee. Under the Governing Documents, the Chairman\nis responsible for (a) presiding at Board meetings, (b) calling special meetings on an as-needed basis, and (c) executing and administering\nTrust policies, including (i) setting the agendas for Board meetings and (ii) providing information to the Board members in advance of\neach Board meeting and between Board meetings. Generally, the Trust believes it best to have a non-executive Chairman, who together with\nthe President (principal executive officer), are seen by its shareholders, business partners and other stakeholders as providing strong\nleadership. The Trust believes that its Chairman, the independent chair of the Audit Committee, and, as an entity, the full Board, provide\neffective leadership that is in the best interests of the Trust, the Fund and each shareholder.

Board\nRisk Oversight

The\nBoard is comprised entirely of Independent Trustees with an Audit Committee with a separate chair. The Board is responsible for overseeing\nrisk management, and receives compliance reports that inform its oversight of risk management from the Trust’s Chief Compliance\nOfficer at quarterly meetings and on an ad hoc basis, when and if necessary. The Audit Committee considers financial reporting and risk\nwithin its area of responsibilities. Generally, the Board believes that its oversight of material risks is adequately maintained through\nthe compliance-reporting chain where the Chief Compliance Officer is the primary recipient and communicator of such risk-related information.

Trustee\nQualifications

Generally,\nthe Fund believes that each Trustee is competent to serve because of his or her individual overall merits including his or her: (i) experience,\n(ii) qualifications, (iii) attributes and (iv) skills.

Patricia\nLuscombe, CFA, has more than 30 years in financial advisory and valuation services. She has delivered a broad range of corporate finance\nadvice including fairness opinions and valuations. Ms. Luscombe joined Lincoln International in 2007 as a Managing Director and co-head\nof Lincoln’s Valuations & Opinions Group. In this position, she assists regulated investment funds, business development companies,\nprivate equity funds and hedge funds in the valuation of illiquid securities for fair value accounting purposes. Ms. Luscombe’s clients\nrange from closely held businesses to large, publicly traded companies. Previously, Ms. Luscombe spent 16 years with Duff & Phelps\nCorporation, as a Managing Director in the firm’s valuation and financial advisory business. Prior to joining Duff & Phelps Corporation,\nMs. Luscombe was an Associate at Smith Barney, a division of Citigroup Capital Markets, Inc., where she managed a variety of financial\ntransactions, including mergers and acquisitions, leveraged buyouts, and equity and debt financings. Ms. Luscombe is a member of the\nChicago Chapter of the Association for Corporate Growth, the Chartered Financial Analyst Society of Chicago and former president of the\nChicago Finance Exchange. Ms. Luscombe holds a Bachelor of Arts degree in economics from Stanford University, a Masters degree in economics\nfrom the University of Chicago and a Master of Business Administration degree from the University of Chicago Booth School of Business.\nIn addition, Ms. Luscombe is licensed under the Series 24, 79 and 63 of FINRA.

John\nV. Palancia has over 40 years of business experience in the financial services industry including serving as the Director of Global Futures\nOperations for Merrill Lynch, Pierce, Fenner & Smith, Inc. (“Merrill Lynch”). Mr. Palancia possesses an in depth understanding\nof broker-dealer operations from having served in various management capacities and has held industry registrations in both securities\nand futures. Based on his service at Merrill Lynch, he also possesses a strong understanding of risk management, balance sheet analysis,\ncompliance and the regulatory framework under which regulated financial entities must operate. Additionally, he is well versed in the\nregulatory framework under which investment companies must operate based on his service as a member of three other mutual fund boards.\nThis practical and extensive experience in the securities industry provides valuable insight into fund operations and enhances his ability\nto effectively serve as chairman of the Board. Mr. Palancia is a member of the Investment Company Institute and Mutual Fund Directors\nForum. Mr. Palancia holds a Bachelor of Science degree in Economics.

Mark\nH. Taylor has over 30 years of academic and professional experience in the accounting and auditing fields, which makes him particularly\nqualified to chair the Board’s Audit Committee. Dr. Taylor holds PhD, Master’s and Bachelors degrees in Accountancy and is\na licensed Certified Public Accountant and serves as a member of two other mutual fund boards within the Northern Lights Fund Complex.\nDr. Taylor is the Director of the Lynn Pippenger School of Accountancy at the Muma College of Business at the University of South Florida\nand served a three-year term as President of the American Accounting Association (AAA) (as President-Elect 8/22-7/23, President 8/23-8/24,\nand Past President 8/24-8/25). Dr. Taylor previously served as Vice President-Finance of the AAA, and as President of the Auditing Section\nof the AAA. He previously served a three-year term on the AICPA’s Auditing Standards Board and completed a fellowship in the Professional\nPractice Group of the Office of the Chief Accountant at the headquarters of the United States Securities Exchange Commission. Dr. Taylor\nis a member of two research teams that received grants from the Center for Audit Quality to study how accounting firms’ tone-at-the-top\nmessaging impacts audit performance and how auditors manage the process of auditing fair value measurements and other complex estimates\nin financial statements. Dr. Taylor has had his research widely published in leading academic accounting and practice journals. He has\nteaching interests in corporate governance and accounting policy as well as auditing and assurance services at the graduate and undergraduate\nlevels and possesses a strong understanding of the regulatory framework under which investment companies operate.

Jeffery\nD. Young has over 40 years of business management experience, including in the transportation industry and operations and information\ntechnologies. He is currently Co-owner and Vice President of

the Latin America Agriculture Development Corporation, an agribusiness exporting\nfruit to the United States and other Central American countries. He has served as Assistant Vice President of Transportation Systems\nat Union Pacific Railroad Company, where he was responsible for the development and implementation of large-scale command and control\nsystems that support railroad operations and safety. In this position, Mr. Young was heavily involved in the regulatory compliance of\nsafety and mission critical systems. Mr. Young also served as Chairman of the Association of American Railroads Policy Committee and\nrepresented both Union Pacific Railroad and the railroad industry in safety and regulatory hearings with the National Transportation\nSafety Board and the Federal Railroad Administration in Washington, DC. Mr. Young was a member of the Board of Directors of PS Technologies,\na Union Pacific affiliate serving as a technology supplier to the railroad industry. His practical business experience and understanding\nof regulatory compliance provides a different perspective that brings diversity to Board deliberations.

Trustees\nand Officers. The Trustees and officers of the Trust, together with information as to their principal business occupations during the\npast five years and other information, are shown below. Unless otherwise noted, the address of each Trustee and officer is 225 Pictoria\nDrive, Suite 450, Cincinnati, OH 45246.

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

Independent\n Trustees
Name,\n \n Address, \n Year of Birth	Position(s)\n \n Held with \n Registrant	Length\n of \n Service \n and Term	Principal\n Occupation(s) \n During Past 5 Years	Number\n of \n Funds \n Overseen In \n The Fund \n Complex*	Other\n Directorships Held During \n Past 5 Years**
Patricia\n Luscombe \n 1961	Trustee	Since\n January 2015, Indefinite	Managing\n Director of the Valuations and Opinions Group, Lincoln International LLC (since August 2007).	3	Northern\n Lights Fund Trust III (for series not affiliated with the Fund since 2015); Monetta Mutual Funds (since November 2015).
John\n V. Palancia \n 1954	Trustee,\n Chairman	Trustee,\n since February 2012, Indefinite; Chairman of the Board since May 2014.	Retired\n (since 2011); formerly, Director of Global Futures Operations Control, Merrill Lynch, Pierce, Fenner & Smith, Inc. (1975-2011).	3	Northern\n Lights Fund Trust III (for series not affiliated with the Fund since 2012); Northern Lights Fund Trust (since 2011); Northern Lights\n Variable Trust (since 2011); Alternative Strategies Fund (2012-2025).
Mark\n H. Taylor \n 1964	Trustee,\n Chairman of the Audit Committee	Since\n February 2012, Indefinite	PhD\n (Accounting), CPA; Professor and Director, Lynn Pippenger School of Accountancy, Muma College of Business, University of South Florida\n (2019 – present); Professor and Department of Accountancy Chair, Case Western Reserve University (2009-2019); President, American\n Accounting Association (AAA) (President-Elect 2022-2023, President 2023-2024; Past President 2024-2025). AAA Vice President-Finance\n (2017-2020); President, Auditing Section of the AAA; Member, AICPA Auditing Standards Board (2009-2012); Academic Fellow, Office\n of the Chief Accountant, United States Securities Exchange Commission (2005-2006); Center for Audit Quality research grants (2014,\n 2012).	3	Northern\n Lights Fund Trust III (for series not affiliated with the Fund since 2012); Northern Lights Fund Trust (since 2007); Northern Lights\n Variable Trust (since 2007); Alternative Strategies Fund (June 2010-2025).
Jeffery\n D. Young \n 1956	Trustee	Since\n January 2015, Indefinite	Co-owner\n and Vice President, Latin America Agriculture Development Corp. (since May 2015); President, Celeritas Rail Consulting (since June\n 2014); Asst. Vice President - Transportation Systems, Union Pacific Railroad Company (June 1976 to April 2014).	3	Northern\n Lights Fund Trust III (for series not affiliated with the Fund since 2015).

\n\n

As\nof June 30, 2026, the Trust was comprised of 25 active portfolios managed by 11 unaffiliated investment advisers.\nThe term “Fund Complex” applies only to the Fund, the Swan Defined Risk Fund, and the Swan Defined Risk Growth Fund (collectively,\nthe “Swan Funds”). The Swan Funds do not hold themselves out as related to any other series within the Trust for investment\npurposes, nor do they share the same investment adviser with any other series.

\n\n

Only\nincludes directorships held within the past 5 years in a company with a class of securities registered pursuant to Section 12 of the\nSecurities Exchange Act of 1934 or subject to the requirements of Section 15(d) of the Securities Exchange Act of 1934, or any company\nregistered as an investment company under the 1940 Act.

Officers\nof the Trust

\n \n \n \n \n \n \n \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,\n \n Address, Year \n of Birth	Position(s)\n \n Held with \n Registrant	Length\n of \n Service and \n Term	Principal\n Occupation(s) During Past 5 Years
Brian\n Curley \n 1970	President	Since\n May 2023, indefinite	Vice\n President, Ultimus Fund Solutions, LLC (since 2020); Vice President, Gemini Fund Services, LLC (2015-2020).
Timothy\n Burdick \n 1986	Vice\n President	Since\n May 2023, indefinite	Vice\n President and Senior Managing Counsel, Ultimus Fund Solutions, LLC (2023 – present); Vice President and Managing Counsel, Ultimus\n Fund Solutions, LLC (2022 – 2023); Assistant Vice President and Counsel, Ultimus Fund Solutions, LLC (2019 – 2022).
Richard\n Gleason \n 1977	Treasurer	Since\n May 2023, indefinite	Assistant\n Vice President, Ultimus Fund Solutions, LLC (since 2020); Assistant Vice President, Gemini Fund Services, LLC (2012-2020).
Joseph\n Kulbacki \n 1967	Secretary	Since\n November 2024, indefinite	Senior\n Legal Administrator, Ultimus Fund Solutions, LLC (since 2024); Senior Paralegal, Voya Financial, Inc., (2023-2024), Senior Corporate\n Paralegal II, Argo AI (2022); Contract Paralegal (2020-2022).
William\n Kimme \n 1962	Chief\n Compliance Officer	Since\n February 2012, indefinite	Senior\n Vice President, Head of Fund Compliance, Northern Lights Compliance Services, LLC (since 2026); Vice President, Senior Compliance\n Officer, Northern Lights Compliance Services, LLC (2020-2026).

Board\nCommittees

Audit\nCommittee. The Board has an Audit Committee that consists solely of Independent Trustees. The Audit Committee’s responsibilities\ninclude: (i) recommending to the Board the selection, retention or termination of the Trust’s independent auditors; (ii) reviewing\nwith the independent auditors the scope, performance and anticipated cost of their audit; (iii) discussing with the independent auditors\ncertain matters relating to the Trust’s financial statements, including any adjustment to such financial statements recommended\nby such independent auditors, or any other results of any audit; (iv) reviewing on a periodic basis a formal written statement from the\nindependent auditors with respect to their independence, discussing with the independent auditors any relationships or services disclosed\nin the statement that may impact the objectivity and independence of the Trust’s independent auditors and recommending that the\nBoard take appropriate action in response thereto to satisfy itself of the auditor’s

independence; and (v) considering the comments\nof the independent auditors and management’s responses thereto with respect to the quality and adequacy of the Trust’s accounting\nand financial reporting policies and practices and internal controls. The Audit Committee operates pursuant to an Audit Committee Charter.\nDr. Taylor is Chairman of the Audit Committee. During the past fiscal year, the Audit Committee held four meetings.

Compensation\nof Trustees

Since\nJanuary 1, 2024, each Trustee (none of whom are affiliated with the Trust or an investment adviser to any series of the Trust) receives\na quarterly fee of $30,000, allocated among each of the various portfolios comprising the Trust, for his or her attendance at the regularly\nscheduled meetings of the Board, to be paid in advance of each calendar quarter, as well as reimbursement for any reasonable expenses\nincurred. In addition to their quarterly fees and reimbursements, the Chairman of the Board receives a quarterly fee of $7,500, and the\nAudit Committee Chairman receives a quarterly fee of $5,500. From January 1, 2022 through December 31, 2023, each Trustee received a\nquarterly fee of $26,000, allocated among each of the various portfolios comprising the Trust, for his or her attendance at the regularly\nscheduled meetings of the Board, to be paid in advance of each calendar quarter, as well as reimbursement for any reasonable expenses\nincurred. From January 1, 2022 through December 31, 2023, in addition to the quarterly fees and reimbursements, the Chairman of the Board\nreceived a quarterly fee of $6,250, and the Audit Committee Chairman received a quarterly fee of $4,500.

Additionally,\nin the event an in-person meeting of the Board other than its regularly scheduled meetings (a “Special Meeting”) is required,\neach Independent Trustee will receive a fee of $2,500 per Special Meeting, as well as reimbursement for any reasonable expenses incurred,\nto be paid by the relevant series of the Trust or its investment adviser depending on the circumstances necessitating the Special Meeting.\nNone of the executive officers receive compensation from the Trust.

The\ntable below details the amount of compensation the Trustees expected from the Fund Complex during the initial fiscal period ending June\n30,2026. Each Trustee is expected to attend all quarterly meetings during the period. The Trust does not have a bonus, profit\nsharing, pension or retirement plan.

\n \n \n \n \n \n \n \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\n and Position	Swan\n \n Enhanced \n Dividend \n Income ETF	Pension\n or \n Retirement \n Benefits \n Accrued as \n Part of Fund \n Expenses	Estimated\n \n Annual \n Benefits Upon \n Retirement	Estimated\n \n Total \n Compensation \n From Fund \n Complex* Paid \n to Trustees
Patricia\n Luscombe	$4,056.31	None	None	$21,298.90
John\n V. Palancia	$4,938.12	None	None	$25,929.10
Mark\n H. Taylor	$4,585.40	None	None	$24,077.02
Jeffery\n D. Young	$4,056.31	None	None	$21,298.90

\n\n

There\nare currently numerous series comprising the Trust. The term “Fund Complex” refers only to the Fund, the Swan Defined Risk\nFund and the Swan Defined Risk Growth Fund and not to any other series of the Trust. For the fiscal year ended June 30, 2026,\nthe aggregate Independent Trustees’ fees paid by the entire Trust were $513,750.00.

\n \n \n \n \n

FINANCIAL\n STATEMENTS

The\nfinancial statements and report of the independent registered public accounting firm required to be included in this SAI are hereby incorporated\nby reference to the Fund’s Financial\nStatements for the fiscal year ended June 30, 2026. You can obtain a copy of the Financial Statements without charge\nby calling the Fund at 1-877-896-2590.

APPENDIX\nA

BOND\nRATINGS

DESCRIPTION\nOF MOODY’S CORPORATE BOND RATINGS

Aaa.\nBonds rated Aaa are judged to be the best quality. They carry the smallest degree of investment risk and are generally referred to as\n“gilt edge.” Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While\nthe various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally\nstrong position of these issues.

Aa.\nBonds which are rated Aa are judged to be of high quality by all standards. Together with the Aaa group they comprise what are generally\nknown as high-grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities\nor fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risks\nappear somewhat larger than in Aaa securities.

A.\nBonds which are rated A possess many favorable investment attributes and are to be considered as upper medium grade obligations. Factors\ngiving security to principal and interest are considered adequate but elements may be present which suggest a susceptibility to impairment\nsometime in the future.

Baa.\nBonds which are rated Baa are considered as medium grade obligations, i.e., they are neither highly protected nor poorly secured. Interest\npayments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically\nunreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics\nas well.

Ba.\nBonds which are rated Ba are judged to have speculative elements; their future payments cannot be considered as well assured. Often the\nprotection of interest and principal may be very moderate and thereby not well safeguarded during both good and bad times over the future.\nUncertainty of position characterizes bonds in this class.

B.\nBonds which are rated B generally lack characteristics of the desirable investment. Assurance of interest and principal payments or of\nmaintenance of other terms of the contract over any long period of time may be small.

Moody’s\napplies the numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through B. The modifier 1 indicates that the\nsecurity ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates\nthat the issue ranks in the lower end of its generic rating category.

DESCRIPTION\nOF COMMERCIAL PAPER RATINGS

Commercial\npaper rated Prime-l by Moody’s are judged by Moody’s to be of the best quality. Their short-term debt obligations carry the\nsmallest degree of investment risk. Margins of support for current indebtedness are large or stable with cash flow and asset protection\nwell insured. Current liquidity provides ample coverage of near-term liabilities and unused alternative financing arrangements are generally\navailable. While protective elements may change over the intermediate or longer term, such changes are most unlikely to impair the fundamentally\nstrong position of short-term obligations.

Issuers\n(or related supporting institutions) rated Prime-2 have a strong capacity for repayment of short-term promissory obligations. This will\nnormally be evidenced by many of the characteristics cited above but to a lesser degree. Earnings trends and coverage ratios, while sound,\nwill be more subject to variation. Capitalization characteristics, while still appropriate, may be more affected by external conditions.\nAmple alternate liquidity is maintained.

Commercial\npaper rated A by S&P have the following characteristics. Liquidity ratios are better than industry average. Long-term debt rating\nis A or better. The issuer has access to at least two additional channels of borrowing. Basic earnings and cash flow are in an upward\ntrend. Typically, the issuer is a strong company in a well-established industry and has superior management. Issuers rated A are further\nrefined by use of numbers 1, 2, and 3 to denote relative strength within this highest classification. Those issuers rated A-1 that are\ndetermined by S&P to possess overwhelming safety characteristics are denoted with a plus (+) sign designation.

Fitch’s\ncommercial paper ratings represent Fitch’s assessment of the issuer’s ability to meet its obligations in a timely manner. The\nassessment places emphasis on the existence of liquidity. Ratings range from F-1+, which represents exceptionally strong credit\nquality to F-4 which represents weak credit quality.

Duff\n& Phelps’ short-term ratings apply to all obligations with maturities of under one year, including commercial paper, the uninsured\nportion of certificates of deposit, unsecured bank loans, master notes, bankers acceptances, irrevocable letters of credit and current\nmaturities of long-term debt. Emphasis is placed on liquidity. Ratings range from Duff 1+ for the highest quality to Duff 5 for the lowest,\nissuers in default. Issues rated Duff 1+ are regarded as having the highest certainty of timely payment. Issues rated Duff 1 are regarded\nas having very high certainty of timely payment.

APPENDIX\nB

Proxy\nVoting – Swan Capital Management, LLC and Swan Global Management, LLC

General.\tRule\n206(4)-6 under the Investment Advisers Act of 1940 helps to ensure that SEC-registered advisers act in the best interest of their clients\nwhen exercising proxy voting authority. The rule obligates advisers to provide clients with information on how their securities were\nvoted.

Advisers\nthat have explicit or implicit voting authority must comply with rule 206(4)-6. Therefore, even when the advisory contract is silent,\nthe rule applies if the adviser’s voting authority is implied by an overall delegation of discretionary authority. The rule does\nnot apply to advisers that provide clients with advice about voting proxies but do not have authority to vote them.

The\nCompany will prepare and file the Form N-PX with the SEC annually no later than August 31, containing the Swan Capital Management, LLC’s\nand Swan Global Management, LLC’s proxy voting record for the most recent twelve-month period ended June 30.

Fiduciary\nDuty. The SEC adopted rule 206(4)-6 to regulate proxy voting by investment advisers with authority to vote their clients’ proxies.\nUnder the Investment Advisers Act, an adviser is a fiduciary that owes each of its clients the duties of care and loyalty with respect\nto all services undertaken on the client’s behalf, which may or may not include proxy voting. To satisfy its duty of loyalty, the\nadviser must cast proxy votes in a way that will advance the best interest of its client. The adviser must not put its own interests\nahead of the client’s.

Under\nrule 206(4)-6, it is a fraudulent, deceptive, or manipulative act, practice, or course of business for an investment adviser to exercise\nvoting authority over client proxies unless the investment adviser:

●

Adopts\n and implements written policies and procedures that are reasonably designed to ensure that\n the adviser votes proxies in the client’s best interest;

●

Discloses\n to clients how they may obtain information regarding how their proxies were voted; and

●

Describes\n proxy voting policies and procedures and furnishes a copy of the policies and procedures\n to the client when requested to do so.

Policy\nfor Adviser who does not vote Proxies.

If\nyou do not vote proxies on behalf of your clients you must state so in your client agreement and Form ADV must disclaim responsibility\nfor proxy voting.

Proxy\nVoting- The firm generally does not trade many securities that offer/require proxy voting policies and procedures. However, our agreements\nwith Advisors and clients is that Swan as the Manager will not vote, or give any advice about how to vote, proxies for securities\nheld in the Investment Account. If the Investment Account is for a pension or other employee benefit plan governed by ERISA, the Client\ndirects Manager and Advisor not to vote proxies for securities held in the Account because the right to vote such proxies has been expressly\nreserved to the client. The company has a proxy voting policy statement for review.

ADV\nDisclosure Language if an Adviser Does Not Vote Proxies

In\nthe event that the Company does not vote client proxies. Clients will receive proxy material directly from the custodian holding the\nclient’s account. In circumstances where the Company receives proxy material on behalf of a client involving any security held\nin the client’s account, the Company will promptly forward such material to the client’s attention. It is the client’s\nresponsibility to vote his or her own proxies. Upon client request, the Company will provide advice regarding proxy voting.

The\nAdviser will keep a record of:

●

any\n advice given to a client regarding proxy voting.

●

any\n proxy material received on behalf of a client and the steps taken to forward such material\n to the client.

Policy\nfor Adviser who votes Proxies.

If\nyou vote proxies on behalf of your clients you must include a summary of your proxy voting policy in Form ADV and state that a full copy\nof your proxy policy is available to clients upon request with appropriate contact information. Note: The Proxy Voting Policy is highly\nindividualized and must be customized according to the philosophy of the company and the investments/fund.

Summary\nADV Disclosure Language if an Adviser Does Vote Proxies

In\ngeneral, the Company will determine how to vote proxies based on our reasonable judgment of that vote most likely to produce favorable\nfinancial results for our clients. Proxy votes generally will be cast in favor of proposals that maintain or strengthen the shared interests\nof shareholders and management, increase shareholder value, maintain or increase shareholder influence over the issuer’s board\nof directors and management, and maintain or increase the rights of shareholders; proxy votes generally will be cast against proposals\nhaving the opposite effect. However, the Company will consider both sides of each proxy issue. Consistent with the Company’s paramount\ncommitment to the financial investment goals of its clients, social considerations will not be considered absent contrary instructions\nby a client.

Philosophy\nand Practice regarding the voting of proxies.

\n\n

General

Adviser\nbelieves that each proxy proposal should be individually reviewed to determine whether the proposal is in the best interests of its clients.\nAs a result, similar proposals for different companies may receive different votes because of different corporate circumstances.

\n\n

Procedures

To\nimplement Adviser’s proxy voting policies, Adviser has developed the following procedures for voting proxies.

Upon\nreceipt of a corporate proxy by Adviser, the special or annual report and the proxy are submitted to the CCO/Proxy Manager. The Proxy\nManager will then vote the proxy in accordance with this policy.

The\nProxy Manager shall be responsible for reviewing the special or annual report, proxy proposals, and proxy proposal summaries. The reviewer\nshall take into consideration what vote is in the best interests of clients and the provisions of Adviser’s Voting Guidelines in\nSection 2 below. The Proxy Manager will then vote the proxies.

The\nProxy Manager shall be responsible for maintaining copies of each annual report, proposal, proposal summary, actual vote, and any other\ninformation required to be maintained for a proxy vote under Rule 204-2 of the Advisers Act (see discussion in Section 3 below). With\nrespect to proxy votes on topics deemed, in the opinion of the Proxy Manager, to be controversial or particularly sensitive, the Proxy\nManager will provide a written explanation for the proxy vote, which will be maintained with the record of the actual vote in Adviser’s\nfiles.

\n\n

Voting Guidelines

While\nAdviser’s policy is to review each proxy proposal on its individual merits, Adviser has adopted guidelines for certain types of\nmatters to assist the Proxy Manager in the review and voting of proxies. These guidelines are set forth below:

Corporate\nGovernance

Election\nof Directors and Similar Matters

In\nan uncontested election, Adviser will generally vote in favor of management’s proposed directors. In a contested election, Adviser\nwill evaluate proposed directors on a case-by-case basis. With respect to proposals regarding the structure of a company’s Board\nof Directors, Adviser will review any contested proposal on its merits.

Notwithstanding\nthe foregoing, Adviser expects to support proposals to:

●

Limit\n directors’ liability and broaden directors’ indemnification rights

●

Name\n changes, Directors in uncontested elections, and reincorporation that is not a takeover defense

●

Generally\n vote against proposals to Adopt or continue the use of a classified Board structure;\n and

●

Add\n special interest directors to the board of directors (e.g., efforts to expand the board of\n directors to control the outcome of a particular issue) and to support majority independent\n boards

Governance/Audit\nCommittee Approvals

Adviser\ngenerally supports proposals that help ensure that a company’s auditors are independent and capable of delivering a fair and accurate\nopinion of a company’s finances. Adviser will generally vote to ratify management’s recommendation and selection of auditors.

Adviser\ngenerally supports separate offices of CEO and Chairman, limitation of board seats, confidential voting, shareholders’ ability\nto remove directors and shareholders right to call special meetings.

Shareholder\nRights

Adviser\nmay consider all proposals that will have a material effect on shareholder rights on a case by case basis. Notwithstanding the foregoing,\nAdviser expects to generally support proposals to:

Adopt\nconfidential voting and independent tabulation of voting results; and

Require\nshareholder approval of “poison pills;” and expects to generally vote against proposals to:

●

Adopt\n super-majority voting requirements; and

●

Restrict\n the rights of shareholders to call special meetings, to amend the bylaws, or to act by written\n consent.

Anti-Takeover\nMeasures, Corporate Restructurings and Similar Matters

Adviser\nmay review any proposal to adopt an anti-takeover measure, to undergo a corporate restructuring (e.g., change of entity form or state\nof incorporation, mergers, or acquisitions) or to take similar action by reviewing the potential short and long-term effects of the proposal\non the company. These effects may include, without limitation, the economic and financial impact the proposal may have on the company,\nand the market impact that the proposal may have on the company’s stock.

Notwithstanding\nthe foregoing, Adviser expects to generally support proposals to: Prohibit the payment of greenmail (i.e., the purchase\nby the company of its own shares to prevent a hostile takeover); Adopt fair price requirements (i.e., requirements that all shareholders\nbe paid the same price in a tender offer or

takeover context), unless the Proxy Manager deems them sufficiently limited in scope; and

Require\nshareholder approval of “poison pills.”, and expects to generally vote against proposals to: Adopt classified\nboards of directors, poison pills, blank check preferred stock, eliminating cumulative voting, Reincorporate a company where the primary\npurpose appears to the Proxy Manager to be the creation of takeover defenses; and Require a company to consider the non-financial effects\nof mergers or acquisitions.

Capital\nStructure Proposals

Adviser\nwill seek to evaluate capital structure proposals on their own merits on a case-by-case basis. Notwithstanding the foregoing, Adviser\nexpects to generally support proposals to:

Eliminate\npreemptive rights, increase authorized stock, share repurchase programs, employee stock purchase plans, preferred stock issues, 401(k)\nplans, Employee stock ownership plans (ESOP)

The\nAdvisor considers on a case-by-case basis mergers and acquisitions, spin-offs and asset sales, restructuring plans, increases in preferred\nstock and requests that impact shareholder value.

Compensation

General

Adviser\ngenerally supports proposals that encourage the disclosure of a company’s compensation policies. In addition, Adviser generally\nsupports proposals that fairly compensate executives, particularly those proposals that link executive compensation to performance. Adviser\nmay consider any contested proposal related to a company’s compensation policies on a case-by-case basis.

Notwithstanding\nthe foregoing, Adviser expects to generally support proposals to:

Require\nshareholders approval of “golden parachutes;” and

Adopt\n“golden parachutes” that do not exceed 1 to 3 times the base compensation of the applicable executives.

Advisor\nexpects to generally vote against proposals to:

(a)

Adopt\n measures that appear to the Proxy Manager to arbitrarily limit executive or employee benefits.

Stock\nOption Plans and Share Issuances

Adviser\nevaluates proposed stock option plans and share issuances on a case-by-case basis. In reviewing proposals regarding stock option plans\nand issuances, Adviser may consider, without limitation, the potential dilutive effect on shareholders and the potential short and long-term\neconomic effects on the company. The Adviser believes that stock option plans do not necessarily align the interest of executives and\noutside directors with those of shareholders and that well thought out cash compensation plans can achieve these objectives without diluting\nshareholders ownership. Therefore, the Adviser generally will vote against stock option plans. However, these proposals will be reviewed\non a case-by-case basis to determine that shareholders interests are being represented. The Adviser is in favor of management, directors,\nand employees owning stock, but prefers that the shares be purchased in the open market.

Notwithstanding\nthe foregoing, Adviser expects to generally vote against proposals to:

Establish\nor continue stock option plans and share issuances that are not in the best interest of the shareholders.

Corporate\nResponsibility and Social Issues

Adviser\ngenerally believes that ordinary business matters (including, without limitation, positions on corporate responsibility and social issues)\nare primarily the responsibility of a company’s management that should be addressed solely by the company’s management. These\ntypes of proposals, often initiated by shareholders, may request that the company disclose or amend certain business practices.

Adviser\nwill generally vote against proposals involving corporate responsibility and social issues, although Adviser may vote for\ncorporate responsibility and social issue proposals that Adviser believes will have substantial positive economic or other effects on\na company or the company’s stock.

Record-Keeping\nRequirements Pertaining to Proxy Voting.

Rule\n204-2, requires that the following proxy voting records be maintained. The CCO shall be responsible for maintaining these records relating\nto proxy voting.

Copies\nof all policies and procedures required by Rule 206(4)-6.

A\ncopy of each proxy statement that the investment adviser receives regarding a client’s securities. An adviser may satisfy this\nrequirement by relying on a third-party provider, such as a proxy voting service, or the SEC’s Electronic Data Gathering, Analysis,\nand Retrieval (EDGAR) system.

A\nrecord of each vote cast by the investment adviser on behalf of a client. An adviser may satisfy this requirement by relying on a third-party\nservice to provide these records. The third party must be capable of providing documents promptly upon request.

A\ncopy of any document created by the Adviser that was material in making a decision on how to vote proxies on a client’s behalf\nor that articulates the basis for that decision.

A\ncopy of each written client request for information on how the adviser voted proxies on his or her behalf, as well as a copy of any written\nresponse by the investment adviser to any written or oral client request for information.

Conflicts\nof Interest Pertaining to Proxy Voting

Conflicts\nof interest between the Adviser or a principal of the Adviser and the Adviser’s clients in respect of a proxy issue conceivably\nmay arise, for example, from personal or professional relationships with a company or with the directors, candidates for director, or\nsenior executives of a company that is the issuer of client securities.

If\nthe CCO determines that a material conflict of interest exists, the following procedures shall be followed:

The\nAdviser may disclose the existence and nature of the conflict to the client(s) owning the securities, and seek directions on how to vote\nthe proxies;

The\nAdviser may abstain from voting, particularly if there are conflicting client interests (for example, where client accounts hold different\nclient securities in a competitive merger situation); or

The\nAdviser may follow the recommendations of an independent proxy voting service in voting the proxies.

The\nAdviser keeps certain records required by applicable law in connection with its proxy voting activities for clients and shall provide\nproxy-voting information to clients upon their written or oral request. A copy of the Adviser’s proxy-voting policies shall be\nmade available to clients upon request.

PROPOSALS\nSPECIFIC TO MUTUAL FUNDS\t

ADVISER\nserves as investment adviser to certain investment companies under the Northern Lights Fund Trust. These funds invest in other investment\ncompanies that are not affiliated (“Underlying Funds”) and are required by the Investment

Company Act of 1940, as amended\n(the “1940 Act”) Act to handle proxies received from Underlying Funds in a certain manner. Notwithstanding the guidelines\nprovided in these procedures, it is the policy of ADVISER to vote all proxies received from the Underlying Funds in the same proportion\nthat all shares of the Underlying Funds are voted, or in accordance with instructions received from fund shareholders, pursuant to Section\n12(d)(1)(F) of the 1940 Act. After properly voted, the proxy materials are placed in a file maintained by the Chief Compliance Officer\nfor future reference.

OBTAINING\nMORE INFORMATION

Funds,\nPortfolios, and clients may obtain a record of Advisor’s proxy voting, free of charge, by calling (970) 382-8901.

These\npolicies and procedures may also be found in ADVISER’s Form ADV, Part II and supporting schedules.

CLASS\nACTION LITIGATION

From\ntime to time, securities held in the accounts of clients may be the subject of class action lawsuits brought by plaintiff attorneys on\nvarious grounds. These class action lawsuits will sometimes result in settlements or verdicts in which all shareholders are eligible\nto participate.

Where\nthe Company has disclaimed its responsibility (in Form ADV, Schedule F and client contracts) to evaluate a client’s eligibility\nor submit a claim to participate in the proceeds of a securities class action settlement or verdict, affecting securities owned by a\nclient, it must follow the notification procedures established below.

Where\nthe Company has undertaken the obligation to evaluate the client’s eligibility to participate in the proceeds of a securities class\naction settlement or verdict and determine whether to submit a claim, the Company will inform the client of the action, inform the client\nthat he or she may opt in or opt out of the lawsuit, advise the client that the Company cannot render legal services, advise the client\nto consult with an attorney, and advise the client that the failure to do so may negatively affect his or her rights. The Company will\ntake any actions as instructed by the client’s attorney or the client and in the absence of any such instructions, the Company\nshall take any actions (other than those which would be required to be performed by an attorney) which in its sole discretion is determined\nto be in the best interests of its clients.

Notification\nProcedures Re: Securities Class Action Lawsuits

Where\nthe Company receives written or electronic notice of a securities class action lawsuit, settlement or verdict, the notification procedure\nis as follows:

1.\nAll notices, proof of claim forms, and other materials will be forwarded upon receipt to the CCO, or a person designated by the CCO.

2.\nThe CCO, or the designated person, will log in the notices, proof of claim forms, and other materials.

The\nCCO, or the designated person, will forward all documentation and proof of claim forms received to the client. Electronic mail is acceptable\nwhere appropriate, if the client has authorized contact in this manner.

The\nCompany will retain records of these notifications in accordance with Rule 204-2

under the Investment Advisers Act of 1940.

Trade\nErrors

1.\nGeneral

The\nCompany must exercise prudence in making and implementing investment decisions on behalf of Client accounts.

Trade\nerrors may occur either in the investment decision-making process (e.g., a purchase of a security or an amount of security that violates\na client’s investment restrictions) or in the trading process (e.g., a buy order executed as a sell, the purchase or sale of a\nsecurity other than what was intended, or trading an incorrect quantity of securities). Internal or clerical mistakes that affect the\ninvestment or trading process and have a financial impact to a Client will also be treated as trade errors.

A\n“trade error” will generally be defined as a transaction that is executed in a manner that was not intentional and results\nin a corrective action being taken. Any mistakes that do not affect the investment decision-making or trading process, or cause a violation\nof a Client’s investment policies or restrictions, and do not cause gain or loss to the Client, will not be treated as trade errors.

Compliance\n Procedures

The\nCompany’s traders will be responsible for notifying the CCO promptly of the circumstances of a trade error. Any action taken to\ncorrect a trade error (e.g. selling a security in the open market) should be communicated to the CCO. Traders should discuss any corrective\naction with the CCO prior to its implementation if there is any question as to whether such action is appropriate. The person responsible\nfor the error must provide details of the error by completing a Trade Error Form attached as Exhibit R, including the date the\nerror occurred, the date of discovery, the reason for the error, the type of error and the corrective action taken. The CCO will retain\nall documentation regarding trade errors.

If\na third party creates the error, the Company will look to the third party to take corrective action. Broker-dealers may be held responsible\nfor a portion of any loss resulting from a trade error if actions of such broker-dealer contributed to the error or the loss. Broker-dealers\nmay assist the Company in rectifying a trade error on favorable terms if their actions or inactions contributed to the error or the resulting\nloss. A broker may absorb the loss from a trade error caused by the broker. However, it is not appropriate to direct brokerage commissions\nto brokers, or to enter into other reciprocal arrangements with brokers, in order to induce a broker to absorb a loss from a trading\nerror caused by the Company. In addition, soft dollars may not be used to correct trade errors.

The\nRIC has another set of procedures that must be followed which are not included in this Adviser Manual.

Sub-Advisers

The\nCompany invests Client assets with third-party investment advisers. While the Company does not control its sub-advisors, the Company\nbelieves it is prudent to have a policy in place with respect to a periodic review of each sub-advisor’s operations and compliance\nactivities and controls. Attached as Appendix IV is a list of all Sub-Advisers engaged by the Company and relevant contact and\ndescriptive information for each.

Swan\nCapital Management, Inc. is named adviser for Registered Investment Company mutual funds under the Northern Lights Fund Trust and uses\nCompany resources for support to manage the Fund and affiliate Swan Global Management LLC as a named and contractual sub-adviser.

1.\nInitial Due Diligence

The\nCompany will conduct reasonable initial due diligence on any Sub-Advisor being newly engaged, which review shall include:

●

Documentation\n relating to the assessment of the Sub-Adviser’s historic investment performance,

●

Identification\n of all Sub-Adviser personnel that will have investment discretion over the assets of the\n Company Client for which the Sub-Adviser has been engaged to provide advisory services,

●

An\n assessment of the operational controls of the Sub-Adviser,

●

A\n determination of all regulatory agencies having jurisdiction over the activities of the Sub-Adviser,\n

●

Review\n of the current compliance procedures of the Sub-Adviser, and

●

An\n evaluation of the disciplinary record of the Sub-Adviser and its personnel.

Quarterly\n Reports

At\nleast once each quarter, each sub-advisor will be required to deliver to the Company a report covering (i) any material changes in the\nsub-advisor’s compliance program, (ii) any material organizational changes (e.g., key changes in personnel or ownership),\n(iii) any material compliance violations that have occurred and the sub-advisor’s response thereto, (iv) any contact from regulators\nand (v) any pending or threatened litigation or disputes. Attached as Exhibit S is a copy of the Company’s form quarterly\ncertification for Sub-Advisers.

In\naddition to the compliance certification referenced above, the Company will obtain periodic investment performance reporting for each\nSub-Adviser as detailed in each relevant sub-advisory agreement.

Annual\n Review

To\nthe extent that a Sub-Adviser is required to conduct an annual compliance review (e.g. SEC registered investment advisers), the CCO shall\nreview a copy of the Sub-Advisor’s internal or external annual compliance report on an annual basis.

Compliance\n Procedures

The\nCCO shall promptly follow up on any material compliance issues that have come to its attention relating to Sub-Advisors of the Company’s\nClients. In addition, the CCO shall retain all records and reports relating to the engagement and ongoing due diligence of all Sub-Advisers\nof the Company.

PART\nC

OTHER\nINFORMATION

Item\n28. Exhibits.

Each\nof the Exhibits incorporated by reference below are found in File Nos. 811-22655, 333-178833.

(a)\nArticles of Incorporation.

(i)\nRegistrant’s Amended Agreement and Declaration of Trust, dated May 30, 2019 as previously filed on June 7, 2019 to the Registrant’s\nRegistration Statement in Post-Effective Amendment No. 411, and hereby incorporated by reference.

(ii)\nCertificate of Trust, which was filed as an exhibit to the Registrant’s Registration Statement on Form N-1A on December 30, 2011, is\nincorporated by reference.

(b)\nBy-Laws. Registrant’s By-Laws as previously filed on August 19, 2013 to the Registrant’s Registration Statement in Post-Effective Amendment\nNo. 62, and hereby incorporated by reference.

(i)

Revised\n By-Laws as previously filed on October 14, 2021 to the Registrant’s Registration Statement\n in Post-Effective Amendment No. 522, and hereby incorporated by reference.

(c)\nInstruments Defining Rights of Security Holder. None other than in the Declaration of Trust and By-Laws of the Registrant.

(d)\nInvestment Advisory Contracts.

(i)\nInvestment Advisory Agreement between Swan Capital Management, Inc. and Registrant, with respect to the Swan Defined Risk Fund as previously\nfiled on November 13, 2012 to the Registrant’s Registration Statement in Post-Effective Amendment No. 17, and hereby incorporated by\nreference.

(ii)\nInvestment Advisory Agreement between Persimmon Capital Management LLC and Registrant, with respect to Persimmon Long/Short Fund as previously\nfiled on April 29, 2026 to the Registrant’s Registration Statement in Post-Effective Amendment No. 649, and hereby incorporated\nby reference.

(ii)(a)\nSub-Advisory between Persimmon Capital Management LLC and Hedgeye Asset Management, LLC, with respect to Persimmon Long/Short Fund, as\npreviously filed on July 16, 2026, to the Registrant’s Registration Statement in Post-Effective Amendment No. 652 and hereby incorporated\nby reference.

(ii)(b)\nSub-Advisory Agreement between Persimmon Capital Management LLC, Tidal Investments LLC, and Hedgeye Asset Management, LLC, with respect\nto Persimmon Long/Short Fund, as previously filed on July 16, 2026, to the Registrant’s Registration Statement in Post-Effective\nAmendment No. 652 and hereby incorporated by reference.

(iii)\nReserved.

(iv)\nInvestment Advisory Agreement between Stonebridge Capital Advisors, LLC and Registrant, with respect to the Covered Bridge Fund as previously\nfiled on August 19, 2013 to the Registrant’s Registration Statement in Post-Effective Amendment No. 62, and hereby incorporated by reference.

(iv)(a)\nFirst Amendment to the Investment Advisory Agreement between Stonebridge Capital Advisors, LLC and Registrant, with respect to the Covered\nBridge Fund as previously filed on October 26, 2017 to the Registrant’s Registration Statement in Post-Effective Amendment No. 305, and\nhereby incorporated by reference.

(v)\nInvestment Sub-Advisory Agreement between Absolute Capital Management LLC and First Associated Investment Advisors, Inc., with respect\nto The Teberg Fund as previously filed on February 29, 2024 to the Registrant’s Registration Statement in Post-Effective Amendment\nNo. 608, and hereby incorporated by reference.

(vi)\nInvestment Advisory Agreement between RESQ Investment Partners, LLC and Registrant, with respect to the RESQ Dynamic Allocation Fund\nand RESQ Strategic Income Fund as previously filed on December 13, 2013 to the Registrant’s Registration Statement in Post-Effective\nAmendment No. 85, and hereby incorporated by reference.

(vi)(a)\nSecond Amendment to the Investment Advisory Agreement between RESQ Investment Partners, LLC and Registrant, with respect to the RESQ\nDynamic Allocation Fund and RESQ Strategic Income Fund as previously filed on July 24, 2020 to the Registrant’s Registration Statement\nin Post-Effective Amendment No. 468, and hereby incorporated by reference.

(vii)\nReserved.

(viii)\nInvestment Advisory Agreement between Howard Capital Management, LLC, and the Registrant with respect to the HCM Tactical Plus Fund as\npreviously filed on April 24, 2020 to the Registrant’s Registration Statement in Post-Effective Amendment No. 465, and hereby incorporated\nby reference.

(viii)(a)\nFirst Amendment to the Investment Advisory Agreement between Howard Capital Management, LLC, and the Registrant with respect to the HCM\nTactical Plus Fund as previously filed on April 28, 2017 to the Registrant’s Registration Statement in Post-Effective Amendment No. 294,\nand hereby incorporated by reference.

(ix)\nInvestment Advisory Agreement between PlanRock Investment Management, LLC, and Registrant, with respect to the PlanRock Equity Plus Alternatives\nETF as previously filed on December 19, 2023 to the Registrant’s Registration Statement in Post-Effective Amendment No. 596, and\nhereby incorporated by reference.

(x)\nInvestment Advisory Agreement between Counterpoint Funds, LLC and Registrant, with respect to the Counterpoint Tactical Income Fund as\npreviously filed on September 24, 2015 to the Registrant’s Registration Statement in Post-Effective Amendment No. 203, and hereby\nincorporated by reference.

(xi)\nInvestment Sub-Advisory Agreement between Swan Capital Management, Inc., and Swan Global Management, LLC, with respect to the Swan Defined\nRisk Fund as previously filed on January 13, 2015 to the Registrant’s Registration Statement in Post-Effective Amendment No. 149,\nand hereby incorporated by reference.

(xi)(a)\nAmendment to the Investment Sub-Advisory Agreement between Swan Capital Management, Inc., and Swan Global Management, LLC, with respect\nto the Swan Defined Risk Fund as previously filed on January 23, 2017 to the Registrant’s Registration Statement in Post-Effective Amendment\nNo. 270, and hereby incorporated by reference.

(xii)\nInvestment Advisory Agreement between Swan Capital Management, LLC and Registrant with respect to the Swan Enhanced Dividend Income ETF\nas previously filed on February 14, 2024 to the Registrant’s Registration Statement in Post-Effective Amendment No. 607, and hereby\nincorporated by reference.

(xiii)\nInvestment Advisory Agreement between Howard Capital Management, LLC and Registrant, with respect to HCM Sector Plus Fund, as previously\nfiled on March 3, 2015 to the Registrant’s Registration Statement in Post-Effective Amendment No. 160, and hereby incorporated\nby reference.

(xiv)\nAmendment to Investment Advisory Agreement between Howard Capital Management, LLC, and Registrant, with respect to HCM Tactical Plus\nFund, HCM Sector Plus Fund, HCM Multi-Asset Plus Fund and HCM Dynamic Income Fund, as previously filed on April 29, 2024 to the Registrant’s\nRegistration Statement in Post-Effective Amendment No. 609, and hereby incorporated by reference.

(xv)\nInvestment Advisory Agreement between Pinnacle Family Advisors, LLC and Registrant, with respect to the Pinnacle Multi-Strategy Core\nFund as previously filed on September 3, 2015 to the Registrant’s Registration Statement in Post-Effective Amendment No. 202, and\nhereby incorporated by reference.

(xvi)\nInvestment Advisory Agreement between Absolute Capital Management, LLC and Registrant, with respect to the Absolute Capital Asset Allocator\nFund and Absolute Capital Defender Fund as previously filed on December 14, 2018 to the Registrant’s Registration Statement in\nPost-Effective Amendment No. 373, and hereby incorporated by reference.

(xvi)(a)\nInvestment Advisory Agreement between Absolute Capital Management, LLC and Registrant, with respect to the Teberg Fund as previously\nfiled on February 29, 2024 to the Registrant’s Registration Statement in Post-Effective Amendment No. 608, and hereby incorporated\nby reference.

(xvi)(b)\nInvestment Sub-Advisory Agreement between Absolute Capital Management LLC and First Associated Investment Advisors, Inc., with respect\nto The Teberg Fund as previously filed on January 27, 2025 to the Registrant’s Registration Statement in Post-Effective Amendment\nNo. 621, and hereby incorporated by reference.

(xvii)\nInvestment Advisory Agreement between Counterpoint Funds, LLC and Registrant, with respect to the Counterpoint Tactical Equity Fund as\npreviously filed on October 19, 2015 to the Registrant’s Registration Statement in Post-Effective Amendment No. 208, and hereby\nincorporated by reference.

(xvii)(a)\nAmendment to the Investment Advisory Agreement between Counterpoint Funds, LLC and Registrant, with respect to the Counterpoint Tactical\nIncome Fund as previously filed on October 26, 2017 to the Registrant’s Registration Statement in Post-Effective Amendment No. 305, and\nhereby incorporated by reference.

(xviii)\nInvestment Advisory Agreement between Boyd Watterson Asset Management, LLC and Registrant, with respect to the Boyd Watterson Limited\nDuration Enhanced Income Fund as previously filed on July 28, 2025 to the Registrant’s Registration Statement in Post-Effective\nAmendment No. 630, and hereby incorporated by reference.

(xix)\nInvestment Advisory Agreement between Howard Capital Management, LLC, and the Registrant with respect to the HCM Multi-Asset Plus Fund\nas previously filed on January 23, 2017 to the Registrant’s Registration Statement in Post-Effective Amendment No. 270, and hereby incorporated\nby reference.

(xix)(a)\nFirst Amendment to the Investment Advisory Agreement between Howard Capital Management, LLC and the Registrant with respect to the HCM\nMulti-Asset Plus Fund as previously filed on July 24, 2018 to the Registrant’s Registration Statement in Post-Effective Amendment\nNo. 341, and hereby incorporated by reference.

(xx)\nInvestment Advisory Agreement between Counterpoint Funds, LLC and Registrant, with respect to the Counterpoint Tactical Municipal Fund\nas previously filed on May 1, 2018 to the Registrant’s Registration Statement in Post-Effective Amendment No. 338, and hereby incorporated\nby reference.

(xxi)\nInvestment Advisory Agreement between Counterpoint Funds, LLC and Registrant with respect to the Counterpoint Quantitative Equity ETF,\nas previously filed on November 22, 2023 to Registrant’s Registration Statement in Post-Effective Amendment No. 592, and hereby\nincorporated by reference.

(xxii)\nInvestment Advisory Agreement between Swan Capital Management, LLC and Registrant, with respect to the Swan Defined Risk Growth Fund\nas previously filed on November 16, 2018 to the Registrant’s Registration Statement in Post-Effective Amendment No. 364, and hereby\nincorporated by reference.

(xxii)(a)\nFirst Amendment to Investment Advisory Agreement between Swan Capital Management, LLC and Registrant, with respect to the Swan Defined\nRisk Growth Fund as previously filed on July 22, 2021 to the Registrant’s Registration Statement in Post-Effective Amendment No. 511,\nand hereby incorporated by reference.

(xxiii)\nInvestment Sub-Advisory Agreement between Swan Capital Management, LLC, and Swan Global Management, LLC, with respect to the Swan Defined\nRisk Growth Fund as previously filed on December 14, 2018 to the Registrant’s Registration Statement in Post-Effective Amendment\nNo. 373, and hereby incorporated by reference.

(xxiv)\nInvestment Sub-Advisory Agreement between Swan Capital Management, LLC and Swan Global Management, LLC with respect to the Swan Enhanced\nDividend Income ETF as previously filed on February 14, 2024 to the Registrant’s Registration Statement in Post-Effective Amendment\nNo. 607, and hereby incorporated by reference.

(xxv)\nInvestment Advisory Agreement between Howard Capital Management, LLC, and Registrant with respect to the HCM Defender 100 Index ETF and\nHCM Defender 500 Index ETF as previously filed on September 6, 2019 to the Registrant’s Registration Statement in Post-Effective\nAmendment No. 426, and hereby incorporated by reference.

(xxvi)\nInvestment Advisory Agreement between Counterpoint Funds, LLC and Registrant, with respect to the Counterpoint High Yield Trend ETF as\npreviously filed on December 27, 2019 to the Registrant’s Registration Statement in Post-Effective Amendment No. 439, and hereby\nincorporated by reference.

(xxvii)\nInvestment Advisory Agreement between Howard Capital Management, LLC and Registrant, with respect to HCM Dynamic Income Fund as previously\nfiled on June 14, 2022 to the Registrant’s Registration Statement in Post-Effective Amendment No. 544, and hereby incorporated\nby reference.

(xxviii)\nInvestment Advisory Agreement between PlanRock Investment Management, LLC, and Registrant, with respect to the PlanRock Income Rotation\nETF and PlanRock Growth Rotation ETF, to be filed by subsequent amendment.

(xxix)\nInvestment Advisory Agreement between ABS Global Investments, and Registrant, with respect to the ABS Insights Emerging Markets Fund\nas previously filed on September 20, 2024 to the Registrant’s Registration Statement in Post-Effective Amendment No. 614 and hereby\nincorporated by reference.

(xxx)\nInvestment Advisory Agreement between Howard Capital Management, LLC and Registrant, with respect to the HCM Hedged Equity ETF as previously\nfiled on July 16, 2026 to the Registrant’s Registration Statement in Post-Effective Amendment No 652 and hereby incorporated by\nreference.

(xxxi)\nInvestment Sub-Advisory\nAgreement between Howard Capital Management, LLC., and Milliman Financial Risk Management, LLC with respect to the HCM Hedged Equity\nETF, as previously filed on October 9, 2026 to the Registrant’s Registration Statement in Post-Effective Amendment No. 656 and\nhereby incorporated by reference.

(xxxii)\nInvestment Advisory Agreement between Howard Capital Management, LLC and Registrant, with respect to the HCM Select 50 ETF, with respect\nto the HCM Select 50 ETF, previously filed on October 9, 2026, to the Registration Statement in Post-Effective Amendment 656 and hereby\nincorporated by reference.

(xxxiii)\nInvestment Advisory Agreement between Counterpoint Funds, LLC and Registrant, with respect to Counterpoint Quantitative Large Equity\nETF, to be filed by subsequent amendment.

(xxxiv)\nInvestment Advisory Agreement between Counterpoint Funds, LLC and Registrant, with respect to Counterpoint Quantitative International\nEquity ETF, to be filed by subsequent amendment.

(e)\nUnderwriting Contracts.

(i)\nUnderwriting Agreement between the Registrant and Northern Lights Distributors, LLC dated July 1, 2025, as previously filed on July 28,\n2025 to the Registrant’s Registration Statement in Post Effective Amendment No. 630 and hereby incorporated by reference.

(ii)\nETF Underwriting Agreement between the Registrant and Northern Lights Distributors, LLC, dated July 1, 2025, as previously filed on July\n28, 2025 to the Registrant’s Registration Statement in post -Effective Amendment No. 630 and hereby incorporated by reference.\n

(f)\nBonus or Profit Sharing Contracts. None.

(g)\nCustodial Agreement.

(i)\nCustody Agreement between the Registrant and The Huntington National Bank as previously filed on August 29, 2012 to the Registrant’s\nRegistration Statement on Form N-1A, and hereby incorporated by reference.

(ii)\nCustody Agreement between the Registrant and Union Bank, N.A. as previously filed on August 29, 2012 to the Registrant’s Registration\nStatement in Post-Effective Amendment No. 9, and hereby incorporated by reference.

(iii)\nCustody Agreement between the Registrant and U.S. Bank, N.A. as previously filed on February 10, 2014 to the Registrant’s Registration\nStatement in Post-Effective Amendment No. 93, and hereby incorporated by reference.

(iii)(a)\nAmendment to Custody Agreement between the Registrant and U.S. Bank, N.A. as previously filed on May 15, 2014 to the Registrant’s Registration\nStatement in Post-Effective Amendment No. 113 under the 1940 Act, and hereby incorporated by reference.

(iv)\nCustody Agreement between the Registrant and First National Bank of Omaha as previously filed on October 14, 2014 to the Registrant’s\nRegistration Statement in Post-Effective Amendment No. 139, and hereby incorporated by reference.

(v)\nCustody Agreement between the Registrant and Fifth Third Bank as previously filed on July 14, 2017 to the Registrant’s Registration Statement\nin Post-Effective Amendment No. 297, and hereby incorporated by reference.

(vi)\nCustody and Transfer Agency Agreement between the Registrant and Brown Brothers Harriman & Co. as previously filed on September 6,\n2019 to the Registrant’s Registration Statement in Post-Effective Amendment No. 426, and hereby incorporated by reference.

(vi)(a)\nThird Amendment to the Custody and Transfer Agency Agreement between the Registrant and Brown Brothers Harriman & Co. as previously\nfiled on December 11, 2023 to the Registrant’s Registration Statement in Post-Effective Amendment No. 594, and hereby incorporated\nby reference.

(vii)\nCustodian Agreement between the Registrant and Brown Brothers Harriman & Co. as previously filed on July 22, 2021 to the Registrant’s\nRegistration Statement in Post-Effective Amendment No. 511, and hereby incorporated by reference.

(vii)(a)\nThird Amendment to the Custodian Agreement between the Registrant and Brown Brothers Harriman & Co. as previously filed on April\n29, 2024 to Registrant’s Registration Statement in Post-Effective Amendment No. 609, and hereby incorporated by reference.

(vii)(b)\nFourth Amendment to the Custodian Agreement between the Registrant and Brown Brothers Harriman & Co. as previously filed on July\n9, 2024 to the Registrant’s Registration Statement in Post-Effective Amendment No. 610, and hereby incorporated by reference.

(vii)(c)\nFifth Amendment to the Custodian Agreement between the Registrant and Brown Brothers Harriman & Co.,\nis filed herewith.

(viii)\nCustodian Agreement between the Registrant and the Northern Trust Company as previously filed on September 20, 2024 to the Registrant’s\nRegistration Statement in Post-Effective Amendment No. 614 and hereby incorporated by reference.

(ix) ETF\nCustody Agreement between the Registrant and U.S. Bank, N.A. as previously filed on July 16, 2026 to the Registrant’s Registration\nStatement in Post-Effective Amendment No. 652 and hereby incorporated by reference.

(h)\nOther Material Contracts.

(i)\nFund Services Agreement between Gemini Fund Services, LLC and the Registrant as previously filed on April 9, 2012 to the Registrant’s\nRegistration Statement on Form N-1A, and hereby incorporated by reference.

(i)(a)\nFund Services Agreement between Ultimus Fund Solutions, LLC and the Registrant as previously filed on October 14, 2021 to the Registrant’s\nRegistration Statement in Post-Effective Amendment No. 522, and hereby incorporated by reference.

(ii)\nExpense Limitation Agreement between Swan Capital Management, Inc. and the Registrant, with respect to the Swan Defined Risk Fund as\npreviously filed on November 13, 2012 to the Registrant’s Registration Statement in Post-Effective Amendment No. 17, and hereby incorporated\nby reference.

(iii)\nExpense Limitation Agreement between Persimmon Capital Management, LLC and the Registrant, with respect to the Persimmon Long/Short Fund\nas previously filed on February 5, 2026 to the Registrant’s Registration Statement in Post-Effective Amendment No. 645, and hereby\nincorporated by reference.

(iv)\nReserved.

(v)\nExpense Limitation Agreement between Stonebridge Capital Advisors, LLC and Registrant, with respect to The Covered Bridge Fund as previously\nfiled on August 19, 2013 to the Registrant’s Registration Statement in Post-Effective Amendment No. 62, and hereby incorporated by reference.

(v)(a)\nAmendment to the Expense Limitation Agreement between Stonebridge Capital Advisors, LLC and Registrant, with respect to The Covered Bridge\nFund as previously filed on October 26, 2017 to the Registrant’s Registration Statement in Post-Effective Amendment No. 305, and hereby\nincorporated by reference.

(vi)\nExpense Limitation Agreement between Absolute Capital Management LLC and Registrant, with respect to The Teberg Fund, as previously filed\non November 22, 2023 to the Registrant’s Registration Statement in Post-Effective Amendment No. 593, and hereby incorporated by\nreference.

(vi)(a)\nFirst Amendment to the Expense Limitation Agreement between Absolute Capital Management LLC and Registrant, with respect to The Teberg\nFund, as previously filed on January 27, 2025 to the Registrant’s Registration Statement in Post-Effective Amendment No. 621, and hereby\nincorporated by reference.

(vi)(b)\nSecond Amendment to the Expense Limitation Agreement between Absolute Capital Management LLC and Registrant, with respect to The Teberg\nFund, as previously filed on January 27, 2026 to the Registrant’s Registration Statement in Post-Effective Amendment No. 636, and\nhereby incorporated by reference.

(vii)\nExpense Limitation Agreement between RESQ Investment Partners, LLC and Registrant, with respect to the RESQ Dynamic Allocation Fund and\nRESQ Strategic Income Fund as previously filed on January 8, 2018 to the Registrant’s Registration Statement in Post-Effective Amendment\nNo. 313, and hereby incorporated by reference.

(viii)\nReserved.

(ix)\nExpense Limitation Agreement between PlanRock Investment Management, LLC, and Registrant, with respect to the PlanRock Income Rotation\nETF and PlanRock Growth Rotation ETF to be filed by subsequent amendment.

(x)\nExpense Limitation Agreement between Howard Capital Management, LLC, and Registrant, with respect to the HCM Tactical Plus Fund as previously\nfiled on July 8, 2014 to the Registrant’s Registration Statement in Post-Effective Amendment No. 119, and hereby incorporated by\nreference.

(xi)\nExpense Limitation Agreement between Counterpoint Funds, LLC and Registrant, with respect to the Counterpoint Tactical Income Fund as\npreviously filed on September 24, 2015 to the Registrant’s Registration Statement in Post-Effective Amendment No. 203, and hereby\nincorporated by reference.

(xii)\nExpense Limitation Agreement between Counterpoint Funds, LLC and Registrant, with respect to Counterpoint Quantitative Equity ETF as\npreviously filed on November 22, 2023 to the Registrant’s Registration Statement in Post-Effective Amendment No. 592, and hereby\nincorporated by reference.

(xiii)\nExpense Limitation Agreement between Howard Capital Management, LLC and Registrant, with respect to HCM Sector Plus Fund as previously\nfiled on March 3, 2015 to the Registrant’s Registration Statement in Post-Effective Amendment No. 160, and hereby incorporated\nby reference.

(xiii)(a)\nFirst Amendment to the Expense Limitation Agreement between Howard Capital Management, LLC and Registrant, with respect to HCM Sector\nPlus Fund as previously filed on April 25, 2019 to the Registrant’s Registration Statement in Post-Effective Amendment No. 404,\nand hereby incorporated by reference.

(xiv)\nExpense Limitation Agreement between ABS Global Investments and Registrant, with respect to the ABS Insights Emerging Markets Fund as\npreviously filed on September 20, 2024 to the Registrant’s Registration Statement in Post-Effective Amendment No. 614 and hereby\nincorporated by reference.

(xv)\nExpense Limitation Agreement between Pinnacle Family Advisors, LLC and Registrant, with respect to the Pinnacle Multi-Strategy Core Fund\nas previously filed on September 3, 2015 to the Registrant’s Registration Statement in Post-Effective Amendment No. 202, and hereby\nincorporated by reference.

(xvi)\nExpense Limitation Agreement between Absolute Capital Management, LLC and Registrant, with respect to the Absolute Capital Asset Allocator\nFund and Absolute Capital Defender Fund as previously filed on October 13, 2015 to the Registrant’s Registration Statement in Post-Effective\nAmendment No. 207, and hereby incorporated by reference.

(xvi)(a)\nFirst Amendment to the Expense Limitation Agreement between Absolute Capital Management, LLC and Registrant, with respect to the Absolute\nCapital Defender Fund, as previously filed on January 27, 2025 to the Registrant’s Registration Statement in Post-Effective Amendment\nNo. 621, and hereby incorporated by reference.

(xvi)(b)\nSecond Amendment to the Expense Limitation Agreement between Absolute Capital Management, LLC and Registrant, with respect to the Absolute\nCapital Defender Fund, as previously filed on January 27, 2026 to the Registrant’s Registration Statement in Post-Effective Amendment\nNo. 636, and hereby incorporated by reference.

(xvii)\nExpense Limitation Agreement between Counterpoint Funds, LLC and Registrant, with respect to the Counterpoint Tactical Equity Fund as\npreviously filed on October 19, 2015 to the Registrant’s Registration Statement in Post-Effective Amendment No. 208, and hereby\nincorporated by reference.

(xviii)\nAmended and Restated Consulting Services Agreement between Registrant and Northern Lights Compliance Services, LLC as previously filed\non June 14, 2022 to the Registrant’s Registration Statement in Post-Effective Amendment No. 544, and hereby incorporated by reference.

(xix)\nExpense Limitation Agreement between Boyd Watterson Asset Management, LLC and Registrant, with respect to the Boyd Watterson Limited\nDuration Enhanced Income Fund as previously filed on June 17, 2016 to the Registrant’s Registration Statement in Post-Effective\nAmendment No. 247, and hereby incorporated by reference.

(xix)(a)\nSecond Amendment to the Expense Limitation Agreement between Boyd Watterson Asset Management, LLC and Registrant, with respect to the\nBoyd Watterson Limited Duration Enhanced Income Fund as previously filed on October 29, 2018 to the Registrant’s Registration Statement\nin Post-Effective Amendment No. 355, and hereby incorporated by reference.

(xix)(b)\nThird Amendment to the Expense Limitation Agreement between Boyd Watterson Asset Management, LLC and Registrant, with respect to the\nBoyd Watterson Limited Duration Enhanced Income Fund as previously filed on February 27, 2019 to the Registrant’s Registration\nStatement in Post-Effective Amendment No. 401, and hereby incorporated by reference.

(xix)(c)\nFourth Amendment to the Expense Limitation Agreement between Boyd Watterson Asset Management, LLC and Registrant, with respect to the\nBoyd Watterson Limited Duration Enhanced Income Fund as previously filed on October 30, 2023 to the Registrant’s Registration Statement\nin Post-Effective Amendment No. 589, and hereby incorporated by reference.

(xx)\nExpense Limitation Agreement between Counterpoint Funds, LLC and Registrant, with respect to Counterpoint Quantitative Large Equity ETF,\nto be filed by subsequent amendment.

(xxi)\nExpense Limitation Agreement between Counterpoint Funds, LLC and Registrant, with respect to the Counterpoint Tactical Municipal Fund\nas previously filed on May 1, 2018 to the Registrant’s Registration Statement in Post-Effective Amendment No. 338, and hereby incorporated\nby reference.

(xxii)\nExpense Limitation Agreement between Counterpoint Funds, LLC and Registrant, with respect to Counterpoint Quantitative International\nEquity ETF, to be filed by subsequent amendment.

(xxiii)\nExpense Limitation Agreement between Swan Capital Management, LLC and Registrant, with respect to Swan Defined Risk Growth Fund as previously\nfiled on November 16, 2018 to the Registrant’s Registration Statement in Post-Effective Amendment No. 364, and hereby incorporated\nby reference.

(xxiv)\nExpense Limitation Agreement between Howard Capital Management, LLC and Registrant, with respect to HCM Dynamic Income Fund as previously\nfiled on June 14, 2022 to the Registrant’s Registration Statement in Post-Effective Amendment No. 544, and hereby incorporated\nby reference.

(xxv)\nExpense Limitation Agreement between Howard Capital Management, LLC, and Registrant, with respect to the HCM Multi-Asset Plus Fund as\npreviously field on July 9, 2019 to the Registrant’s Registration Statement in Post-Effective Amendment No. 414, and hereby incorporated\nby reference.

(xxvi)\nETF Fund Services Agreement between Registrant and Gemini Fund Services, LLC as previously filed on September 6, 2019 to the Registrant’s\nRegistration Statement in Post-Effective Amendment No. 426, and hereby incorporated by reference.

(xxvii)\nETF Fund Services Agreement between Registrant and Ultimus Fund Solutions, LLC as previously filed on October 14, 2021 to the Registrant’s\nRegistration Statement in Post-Effective Amendment No. 522, and hereby incorporated by reference.

(xxviii)\nAmended and Restated Expense Limitation Agreement between Counterpoint Funds, LLC and Registrant, with respect to the Counterpoint High\nYield Trend ETF as previously filed on August 30, 2023 to the Registrant’s Registration Statement in Post Effective Amendment No.\n578, and hereby incorporated by reference.

(xxix)\nExpense Limitation Agreement between PlanRock Investment Management, LLC, and Registrant, with respect to the PlanRock Equity Plus Alternatives\nETF as previously filed on December 19, 2023 to the Registrant’s Registration Statement in Post-Effective Amendment No. 596, and\nhereby incorporated by reference.

(xxx)\nFund Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC as previously filed on July 16, 2026 to the Registrant’s\nRegistration Statement in Post-Effective Amendment No. 652, and hereby incorporated by reference.

(xxxi)\nRule 12d1-4 Fund of Funds Investment Agreements.

(xxxi)(a)\niShares ETFs and BlackRock Mutual Funds and Active ETFs Rule 12d1-4 Fund of Funds Investment Agreement as previously filed on February\n25, 2022 to the Registrant’s Registration Statement in Post-Effective Amendment No. 540, and hereby incorporated by reference.

(xxxi)(b)\nDirexion Shares ETF Trust Rule 12d1-4 Fund of Funds Investment Agreement as previously filed on February 25, 2022 to the Registrant’s\nRegistration Statement in Post-Effective Amendment No. 540, and hereby incorporated by reference.

(xxxi)(c)\nDirexion Funds Rule 12d1-4 Fund of Funds Investment Agreement as previously filed on February 25, 2022 to the Registrant’s Registration\nStatement in Post-Effective Amendment No. 540, and hereby incorporated by reference.

(xxxi)(d)\nFidelity Merrimack Street Trust, Fidelity Covington Trust and Fidelity Commonwealth Trust Rule 12d1-4 Fund of Funds Investment Agreement\nas previously filed on February 25, 2022 to the Registrant’s Registration Statement in Post-Effective Amendment No. 540, and hereby\nincorporated by reference.

(xxxi)(e)\nInvesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively\nManaged Exchange-Traded Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed\nFund Trust Rule 12d1-4 Fund of Funds Investment Agreement as previously filed on February 25, 2022 to the Registrant’s Registration\nStatement in Post-Effective Amendment No. 540, and hereby incorporated by reference.

(xxxi)(f)\nJ.P. Morgan Exchange-Traded Fund Trust Rule 12d1-4 Fund of Funds Investment Agreement as previously filed on February 25, 2022 to the\nRegistrant’s Registration Statement in Post-Effective Amendment No. 540, and hereby incorporated by reference.

(xxxi)(g)\nKrane Shares Trust Rule 12d1-4 Fund of Funds Investment Agreement as previously filed on February 25, 2022 to the Registrant’s\nRegistration Statement in Post-Effective Amendment No. 540, and hereby incorporated by reference.

(xxxi)(h)\nProFunds Rule 12d1-4 Fund of Funds Investment Agreement as previously filed on February 25, 2022 to the Registrant’s Registration\nStatement in Post-Effective Amendment No. 540, and hereby incorporated by reference.

(xxxi)(i)\nProShares Trust Rule 12d1-4 Fund of Funds Investment Agreement as previously filed on February 25, 2022 to the Registrant’s Registration\nStatement in Post-Effective Amendment No. 540, and hereby incorporated by reference.

(xxxi)(j)\nSchwab Strategic Trust Rule 12d1-4 Fund of Funds Investment Agreement as previously filed on February 25, 2022 to the Registrant’s\nRegistration Statement in Post-Effective Amendment No. 540, and hereby incorporated by reference.

(xxxi)(k)\nThe Select Sector SPDR Trust Rule 12d1-4 Fund of Funds Investment Agreement as previously filed on February 25, 2022 to the Registrant’s\nRegistration Statement in Post-Effective Amendment No. 540, and hereby incorporated by reference.

(xxxi)(l)\nSPDR Series Trust, SPDR Index Shares Funds and SSGA Active Trust Rule 12d1-4 Fund of Funds Investment Agreement as previously filed on\nFebruary 25, 2022 to the Registrant’s Registration Statement in Post-Effective Amendment No. 540, and hereby incorporated by reference.

(xxxi)(m)\nSPDR S&P 500 ETF Trust and SPDR Dow Jones Industrial Average ETF Trust Rule 12d1-4 Fund of Funds Investment Agreement as previously\nfiled on February 25, 2022 to the Registrant’s Registration Statement in Post-Effective Amendment No. 540, and hereby incorporated\nby reference.

(xxxi)(n)\nVanEck ETF Trust Rule 12d1-4 Fund of Funds Investment Agreement as previously filed on February 25, 2022 to the Registrant’s Registration\nStatement in Post-Effective Amendment No. 540, and hereby incorporated by reference.

(xxxi)(o)\nVanguard Fund Rule 12d1-4 Fund of Funds Investment Agreement as previously filed on February 25, 2022 to the Registrant’s Registration\nStatement in Post-Effective Amendment No. 540, and hereby incorporated by reference.

(xxxi)(p)\nWisdomTree Trust Rule 12d1-4 Fund of Funds Investment Agreement as previously filed on February 25, 2022 to the Registrant’s Registration\nStatement in Post-Effective Amendment No. 540, and hereby incorporated by reference.

(xxxi)(q)\nTidal Trust II Rule 12d1-4 Fund of Funds Investment Agreement as previously filed on August 30, 2023 to Registrant’s Registration\nStatement in Post-Effective Amendment No. 578, and hereby incorporated by reference.

(i)\nLegal Opinion of Thompson Hine LLP as previously\nfiled on October 9, 2026 to Registrant’s Registration Statement in Post-Effective Amendment No. 656 and hereby incorporated\nby reference.

(i)(a)\nLegal Consent is filed herewith.

(j)\nConsent of the Independent Registered Public Accounting Firm is filed herewith.

(k)\nOmitted Financial Statements. None.

(l)\nInitial Capital Agreements. None.

(m)\nRule 12b-1 Plans.

(i)\nMaster Distribution and Shareholder Servicing Plan Pursuant to Rule 12b-1 for Class A Shares as previously filed on April 22, 2014 to\nthe Registrant’s Registration Statement in Post-Effective Amendment No. 104, and hereby incorporated by reference.

(i)(a)\nAmended and Restated exhibit A to Master Distribution and Shareholder Servicing Plan Pursuant to Rule 12b-1 for Class A Shares as previously\nfiled on June 14, 2022 to the Registrant’s Registration Statement in Post-Effective Amendment No. 544, and hereby incorporated\nby reference.

(ii)\nMaster Distribution and Shareholder Servicing Plan Pursuant to Rule 12b-1 for Class C Shares as previously filed on April 22, 2014 to\nthe Registrant’s Registration Statement in Post-Effective Amendment No. 104, and hereby incorporated by reference.

(ii)(a)\nAmended and Restated exhibit A to Master Distribution and Shareholder Servicing Plan Pursuant to Rule 12b-1 for Class C Shares as previously\nfiled on April 21, 2021 to the Registrant’s Registration Statement in Post-Effective Amendment No. 507,and hereby incorporated\nby reference.

(iii)\nMaster Distribution and Shareholder Servicing Plan Pursuant to Rule 12b-1 for Class N Shares as previously filed on April 22, 2014 to\nthe Registrant’s Registration Statement in Post-Effective Amendment No. 104, and hereby incorporated by reference.

(iv)\nMaster Distribution and Shareholder Servicing Plan Pursuant to Rule 12b-1 for No-Load Shares as previously filed on August 19, 2013 to\nthe Registrant’s Registration Statement in Post-Effective Amendment No. 62, and hereby incorporated by reference.

(v)\nAmended Master Distribution and Shareholder Servicing Plan Pursuant to Rule 12b-1 for No-Load Shares as previously filed on December\n19, 2023 to the Registrant’s Registration Statement in Post-Effective Amendment No. 596, and hereby incorporated by reference.

(vi)\nMaster Distribution and Shareholder Servicing Plan Pursuant to Rule 12b-1 for Class R Shares as previously filed on July 8, 2014 to the\nRegistrant’s Registration Statement in Post-Effective Amendment No. 119, and hereby incorporated by reference.

(vi)(a)\nAmended and Restated exhibit A to Master Distribution and Shareholder Servicing Plan Pursuant to Rule 12b-1 for Class R as previously\nfiled on June 17, 2016 to the Registrant’s Registration Statement in Post-Effective Amendment No. 247, and hereby incorporated\nby reference.

(vii)\nMaster Distribution and Shareholder Servicing Plan Pursuant to Rule 12b-1 for Class A1 as previously filed on March 3, 2015 to the Registrant’s\nRegistration Statement in Post-Effective Amendment No. 160, and hereby incorporated by reference.

(viii)\nMaster Distribution and Shareholder Servicing Plan Pursuant to Rule 12b-1 for Investor Class Shares as previously filed on March 3, 2015\nto the Registrant’s Registration Statement in Post-Effective Amendment No. 160, and hereby incorporated by reference.

(viii)(a)\nAmended and Restated exhibit A to Master Distribution and Shareholder Servicing Plan Pursuant to Rule 12b-1 for Investor Class Shares\nas previously filed on October 19, 2023 to the Registrant’s Registration Statement in Post-Effective Amendment No. 584, and hereby\nincorporated by reference.

(viii)(b)\nAmended and Restated exhibit A to Master Distribution and Shareholder Servicing Plan Pursuant to Rule 12b-1 for Investor Class Shares\nas previously file on January 19, 2024 to the Registrant’s Registration Statement in Post-Effective Amendment No. 598, and hereby\nincorporated by reference.

(ix)\nMaster Distribution and Shareholder Servicing Plan Pursuant to Rule 12b-1 for ETF Shares as previously filed on December 27, 2019 to\nthe Registrant’s Registration Statement in Post-Effective Amendment No. 439, and hereby incorporated by reference.

(ix)(a)\nAmended and Restated Exhibit A to Master Distribution and Shareholder Servicing Plan Pursuant to Rule 12b-1 for ETF Shares as previously\nfiled on December 11, 2023 to the Registrant’s Registration Statement in Post-Effective Amendment No. 594, and hereby incorporated\nby reference.

(x)\nRule 18f-3 Plan as previously filed on July 8, 2014 to the Registrant’s Registration Statement in Post-Effective Amendment No.\n119, and hereby incorporated by reference.

(xi)\nAmended and Restated Appendix A to Rule 18f-3 Plan as previously filed on October 19, 2023 to the Registrant’s Registration Statement\nin Post-Effective Amendment No. 584, and hereby incorporated by reference.

(xii)\nAmended and Restated Appendix A to Rule 18f-3 Plan as previously filed on January 19, 2024 to the Registrant’s Registration Statement\nin Post-Effective Amendment No. 598, and hereby incorporated by reference.

(xiii)\nAmended and Restated Appendix A to Rule 18f-3 Plan as previously filed on September 20, 2024 to the Registrant’s Registration Statement\nin Post-Effective Amendment No. 614 and hereby incorporated by reference.

(n)\nReserved.

(o)\nCode of Ethics.

(i)\nCode of Ethics for the Trust as previously filed on January 19, 2024 to the Registrant’s Registration Statement in Post-Effective\nAmendment No. 598, and hereby incorporated by reference.

(ii)\nCode of Ethics for Northern Lights Distributors, LLC as previously filed on January 19, 2024 to the Registrant’s Registration Statement\nin Post-Effective Amendment No. 598, and hereby incorporated by reference.

(iii)\nCode of Ethics of Swan Capital Management, Inc. as previously filed on January 19, 2024 to the Registrant’s Registration Statement\nin Post-Effective Amendment No. 598, and hereby incorporated by reference.

(iv)\nCode of Ethics for Persimmon Capital Management LLC as previously filed on January 27, 2026 to the Registrant’s Registration Statement\nin Post-Effective Amendment No. 636, and hereby incorporated by reference.

(v)\nCode of Ethics of Pinnacle Family Advisors, LLC as previously filed on January 19, 2024 to the Registrant’s Registration Statement\nin Post-Effective Amendment No. 598, and hereby incorporated by reference.

(vi)\nCode of Ethics of Stonebridge Capital Advisors, LLC as previously filed on April 29, 2026 to the Registrant’s Registration Statement\nin Post-Effective Amendment No. 649, and hereby incorporated by reference.

(vii)\nCode of Ethics of First Associated Investment Advisors, Inc. as previously filed on April 25, 2018 to the Registrant’s Registration\nStatement in Post-Effective Amendment No. 337, and hereby incorporated by reference.

(viii)\nCode of Ethics of RESQ Investment Partners, LLC as previously filed on January 19, 2024 to the Registrant’s Registration Statement\nin Post-Effective Amendment No. 598, and hereby incorporated by reference.

(ix)\nCode of Ethics for Hedgeye Asset Management\nLLC as previously filed on April 29, 2026 to the Registrant’s Registration Statement in Post-Effective Amendment No. 649, and hereby\nincorporated by reference.

(x)\nCode of Ethics of ABS Global Investments as previously filed on September 20, 2024 to the Registrant’s Registration Statement in\nPost-Effective Amendment No. 614 and hereby incorporated by reference.

(xi) Code of Ethics of Howard Capital Management, LLC, is filed herewith.

(xii)\nCode of Ethics of Counterpoint Funds, LLC as previously filed on January 27, 2025 to the Registrant’s Registration Statement in Post-Effective\nAmendment No. 621, and hereby incorporated by reference.

(xiii)\nCode of Ethics of PlanRock Investment Management, LLC as previously filed on December 11, 2023 to the Registrant’s Registration\nStatement in Post-Effective Amendment No. 594, and hereby incorporated by reference.

(xiv)\nCode of Ethics of Swan Global Management, LLC as previously filed on July 28, 2025 to the Registrant’s Registration Statement in\nPost-Effective Amendment No. 630, and hereby incorporated by reference. .

(xv)\nCode of Ethics of Absolute Capital Management, LLC as previously filed on January 19, 2024 to the Registrant’s Registration Statement\nin Post-Effective Amendment No. 598, and hereby incorporated by reference.

(xvi)\nCode of Ethics of Boyd Watterson Asset Management, LLC as previously filed on January 19, 2024 to the Registrant’s Registration\nStatement in Post-Effective Amendment No. 598, and hereby incorporated by reference.

(xvii)\nCode of Ethics for Tidal Investments LLC, as previously filed on January 27, 2026 to the Registrant’s Registration Statement in\nPost-Effective Amendment No. 636, and hereby incorporated by reference.

(xviii)\nCode of Ethics for Milliman Financial Risk Management, LLC as previously filed on July 16, 2026 to the Registrant’s Registration\nStatement in Post-Effective Amendment No. 652, and hereby incorporated by reference.

(p)\nPowers of Attorney.

(i)\nPowers of Attorney for the Trust, each trustee and a certificate with respect thereto, and each executive officer, as previously filed\non May 30, 2023 to the Registrant’s Registration Statement in Post-Effective Amendment No. 569, and hereby incorporated by reference.

Item\n29. Control Persons. None.

Item\n30. Indemnification.

Generally,\ncertain of the agreements with the Trust, or related to the Trust, provide indemnification of the Trust’s Trustees, officers, the\nunderwriter, and certain Trust affiliates. Insurance carried by the Trust provides indemnification of the Trustees and officers. \nThe details of these sources of indemnification and insurance follow.

Article\nVIII, Section 2(a) of the Agreement and Declaration of Trust provides that to the fullest extent that limitations on the liability of\nTrustees and officers are permitted by the Delaware Statutory Trust Act of 2002, the officers and Trustees shall not be responsible or\nliable in any event for any act or omission of: any agent or employee of the Trust; any investment adviser or principal underwriter of\nthe Trust; or with respect to each Trustee and officer, the act or omission of any other Trustee or officer, respectively. The Trust,\nout of the Trust Property, is required to indemnify and hold harmless each and every officer and Trustee from and against any and all\nclaims and demands whatsoever arising out of or related to such officer’s or Trustee’s performance of his or her duties as\nan officer or Trustee of the Trust. This limitation on liability applies to events occurring at the time a person serves as a Trustee\nor officer of the Trust whether or not such person is a Trustee or officer at the time of any proceeding in which liability is asserted.\nNothing contained in the Agreement and Declaration of Trust indemnifies, holds harmless or protects any officer or Trustee from or against\nany liability to the Trust or any shareholder to which such person would otherwise be subject by reason of willful misfeasance, bad faith,\ngross negligence or reckless disregard of the duties involved in the conduct of such person’s office.

Article\nVIII, Section 2(b) provides that every note, bond, contract, instrument, certificate or undertaking and every other act or document whatsoever\nissued, executed or done by or on behalf of the Trust, the officers or the Trustees or any of them in connection with the Trust shall\nbe conclusively deemed to have been issued, executed or done only in such Person’s capacity as Trustee and/or as officer, and such\nTrustee or officer, as applicable, shall not be personally liable therefore, except as described in the last sentence of the first paragraph\nof Section 2 of Article VIII.

Insofar\nas indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons\nof the Registrant pursuant to the provisions of Delaware law and the Agreement and Declaration of the Registrant or the By-Laws of the\nRegistrant, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification\nis against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against\nsuch liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of\nthe Trust in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in\nconnection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled\nby controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public\npolicy as expressed in the Act and will be governed by the final adjudication of such issue.

Pursuant\nto the Underwriting Agreement between the Trust and Northern Lights Distributors, LLC (“NLD”), the Trust agrees to indemnify,\ndefend and hold NLD, its several officers and managers, and any person who controls NLD within the meaning of Section 15 of the Securities\nAct free and harmless from and against any and all claims, demands, liabilities and expenses (including the reasonable cost of investigating\nor defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which NLD, its officers\nand managers, or any such controlling persons, may incur under the Securities Act, the 1940 Act, or common law or otherwise, arising\nout of or based upon: (i) any untrue statement, or alleged untrue statement, of a material fact required to be stated in either any Registration\nStatement or any Prospectus, (ii) the breach of any representations, warranties or obligations set forth in the Underwriting Agreement,\n(iii) any omission, or alleged omission, to state a material fact required to be stated in any Registration Statement or any Prospectus\nor necessary to make the statements in any of them not misleading, (iv) the Trust’s failure to maintain an effective Registration\nstatement and Prospectus with respect to Shares of the Funds that are the subject of the claim or demand, (v) the Trust’s failure\nto

provide NLD with advertising or sales materials to be filed with the FINRA on a timely basis, (vi) the Trust’s failure to properly\nregister Fund Shares under applicable state laws, or (vii) reasonable actions taken by NLD resulting from NLD’s reliance on instructions\nreceived from an officer, agent or legal counsel of the Trust.

Pursuant\nto the Underwriting Agreement, NLD agrees to indemnify, defend and hold the Trust, its several officers and Board members, and any person\nwho controls the Trust within the meaning of Section 15 of the Securities Act, free and harmless from and against any and all claims,\ndemands, liabilities and expenses (including the reasonable cost of investigating or defending such claims, demands or liabilities and\nany reasonable counsel fees incurred in connection therewith) which the Trust, its officers or Board members, or any such controlling\nperson, may incur under the Securities Act, the 1940 Act, or under common law or otherwise, but only to the extent that such liability\nor expense incurred by the Trust , its officers or Board members, or such controlling person results from such claims or demands: (i)\narising out of or based upon any sales literature, advertisements, information, statements or representations made by NLD and unauthorized\nby the Trust or any Disqualifying Conduct in connection with the offering and sale of any Shares, or (ii) arising out of or based upon\nany untrue, or alleged untrue, statement of a material fact contained in information furnished in writing by NLD to the Fund specifically\nfor use in the Trust’s Registration Statement and used in the answers to any of the items of the Registration Statement or\nin the corresponding statements made in the Prospectus, or shall arise out of or be based upon any omission, or alleged omission, to\nstate a material fact in connection with such information furnished in writing by NLD to the Trust and required to be stated in\nsuch answers or necessary to make such information not misleading.

Pursuant\nto the Fund Services Agreement and the ETF Fund Services Agreement (the “Fund Services Agreements”), each between the Trust\nand Ultimus Fund Solutions, LLC (UFS), the Trust agrees to indemnify and hold UFS harmless from and against any and all losses, damages,\ncosts, charges, reasonable counsel fees, payments, expenses and liability arising out of or attributable to the Trust’s refusal\nor failure to comply with the terms of each Fund Services Agreement, or which arise out of the Trust’s lack of good faith, gross\nnegligence or willful misconduct with respect to the Trust’s performance under or in connection with each Fund Services Agreement.

Pursuant\nto the Fund Services agreements, UFS shall indemnify and hold the Trust and each applicable Fund harmless from and against any and all\nlosses, damages, costs, charges, reasonable attorney or consultant fees, payments, expenses and liability arising out of or attributable\nto UFS’s refusal or failure to comply with the terms of each Fund Services Agreement, breach of any representation or warranty\nmade by UFS contained in each Fund Services Agreement or which arise out of UFS’s lack of good faith, gross negligence, willful\nmisconduct or reckless disregard of its duties with respect to UFS’s performance under or in connection with each Fund Services\nAgreement.

Pursuant\nto the Consulting Services Agreement (“Consulting Agreement”) with Northern Lights Compliance Services, LLC (NLCS), the Trust\nagrees to indemnify and hold NLCS harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments,\nexpenses and liability arising out of or attributable to (i) the Trust’s refusal or failure to comply with the terms of the Consulting\nAgreement, (ii) the Trust’s lack of good faith, gross negligence or willful misconduct with respect to the Trust’s performance\nunder or in connection with this Agreement, or (iii) all reasonable actions taken by NLCS hereunder in good faith.

Pursuant\nto the Consulting Agreement, NLCS shall indemnify and hold the Trust and each Fund harmless from and against any and all losses, damages,\ncosts, charges, reasonable counsel fees, payments, expenses and liabilities arising out of or attributable to NLCS’s refusal or\nfailure to comply with the terms of the Consulting Agreement, or which arise out of NLCS’s lack of good faith, gross negligence\nor willful misconduct with respect to NLCS’ performance under or in connection with the Consulting Agreement.

The\nTrust maintains a mutual fund directors and officers liability policy. The policy, under certain circumstances, such as the inability\nof the Trust to indemnify Trustees and officers provides coverage to

Trustees and officers. Coverage under the policy would include\nlosses by reason of any act, error, omission, misstatement, misleading statement, neglect or certain breaches of duty.

Generally,\neach management agreement or investment advisory agreement provides that neither the adviser nor any director, manager, officer or employee\nof the adviser performing services for the Trust at the direction or request of the adviser in connection with the adviser’s discharge\nof its obligations under the agreement shall be liable for any error of judgment or mistake of law or for any loss suffered by the Trust\nin connection with any matter to which the agreement relates, and the adviser shall not be responsible for any action of the Trustees\nof the Trust in following or declining to follow any advice or recommendation of the adviser or any sub-adviser retained by the adviser\npursuant to Section 9 of the agreement; PROVIDED, that nothing contained in the agreement shall be construed (i) to protect the adviser\nagainst any liability to the Trust or its shareholders to which the adviser would otherwise be subject by reason of willful misfeasance,\nbad faith, or gross negligence in the performance of the adviser’s duties, or by reason of the adviser’s reckless disregard of its obligations\nand duties under the agreement, or (ii) to protect any director, manager, officer or employee of the adviser who is or was a Trustee\nor officer of the Trust against any liability of the Trust or its shareholders to which such person would otherwise be subject by reason\nof willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office\nwith the Trust. Additionally, generally, each sub-advisory agreement provides that the subadviser shall indemnify the adviser,\nthe Trust and each Fund, and their respective affiliates and controlling persons for any liability and expenses, including without limitation\nreasonable attorneys’ fees and expenses, which the adviser, the Trust and/or the Fund and their respective affiliates and controlling\npersons may sustain as a result of the subadviser’s willful misfeasance, bad faith, gross negligence, reckless disregard of its duties\nhereunder or violation of applicable law, including, without limitation, the federal and state securities laws. Generally, each\nsub-advisory agreement provides that adviser shall indemnify the subadviser, its affiliates and its controlling persons, for any liability\nand expenses, including without limitation reasonable attorneys’ fees and expenses, which may be sustained as a result of the adviser’s\nwillful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including,\nwithout limitation, the federal and state securities laws.

Item\n31. Activities of Investment Advisor and Sub-Advisor.

Certain\ninformation pertaining to the business and other connections of each Advisor of each series of the Trust is hereby incorporated herein\nby reference to the section of the respective Prospectus captioned “Investment Advisor” and to the section of the respective\nStatement of Additional Information captioned “Investment Advisory and Other Services.” The information required by this Item\n31 with respect to each director, officer or partner of each Advisor is incorporated by reference to the Advisor’s Uniform Application\nfor Investment Adviser Registration (“Form ADV”) on file with the Securities and Exchange Commission (“SEC”). Each\nAdvisor’s Form ADV may be obtained, free of charge, at the SEC’s website at www.adviserinfo.sec.gov, and may be requested by File No.\nas follows:

Swan\nCapital Management, LLC, the Advisor of the Swan Defined Risk Fund, Swan Defined Risk Growth Fund and Swan Enhanced Dividend Income ETF\n– File No. 801-76701.

Swan\nGlobal Management, LLC, the Sub-Advisor of the Swan Defined Risk Fund, Swan Defined Risk Growth Fund and Swan Enhanced Dividend Income\nETF – File No. 801-80552.

Pinnacle\nFamily Advisors, LLC, the Advisor of the Pinnacle Multi-Strategy Core Fund – File No. 801-78013.

Stonebridge\nCapital Advisors, LLC, the Advisor of The Covered Bridge Fund– File No. 801-53760.

First\nAssociated Investment Advisors, the Sub-Advisor of The Teberg Fund – File No. 801-60972.

RESQ\nInvestment Partners, LLC, the Advisor of the RESQ Dynamic Allocation Fund and RESQ Strategic Income Fund – File No. 801-78822.

Howard\nCapital Management, LLC, the Advisor of the HCM Tactical Plus Fund, HCM Sector Plus Fund, HCM Multi-Asset Plus Fund, HCM Defender 500\nIndex ETF, HCM Defender 100 Index ETF, HCM Dynamic Income Fund, HCM Hedged Equity ETF and HCM Select 50 ETF – File No. 801-69763.

Counterpoint\nFunds, LLC, the Advisor of the Counterpoint Tactical Income Fund, Counterpoint Tactical Equity Fund, Counterpoint Tactical Municipal\nFund, Counterpoint High Yield Trend ETF and Counterpoint Quantitative Equity ETF – File No. 801-80197.

Absolute\nCapital Management, LLC, the Advisor of Absolute Capital Asset Allocator Fund, Absolute Capital Defender Fund and The Teberg Fund –\nFile No. 801-61336.

Boyd\nWatterson Asset Management, LLC, the Advisor of Boyd Watterson Limited Duration Enhanced Income Fund – File No. 801-57468.

Persimmon\nCapital Management, LLC, the Advisor of the Persimmon Long/Short Fund – File No. 801-131898.

PlanRock\nInvestment Management, LLC, the Advisor of the PlanRock Equity Plus Alternatives ETF, Plan Rock Growth Rotation ETF, and PlanRock Income\nRotation ETF – File No. 801-118167

ABS\nGlobal Investments, the Adviser of the ABS Insights Emerging Markets Fund – File No. 801-62188.

Hedgeye\nAsset Management LLC, the Sub-Advisor to Persimmon Long/Short Fund – File No. 801-132720.

Tidal\nInvestments LLC, the Sub-Advisor to Persimmon Long/Short Fund – File No. 801-76857.

Milliman\nFinancial Risk Management, LLC the Sub-Advisor to HCM Hedged Equity ETF – File No. 801-73056.

Item\n32. Principal Underwriter.

(a)\nNorthern Lights Distributors, LLC (“NLD”), is the principal underwriter for all series of Mutual Fund & Variable Insurance\nTrust. NLD also acts as principal underwriter for the following:

NLD\nalso acts as a principal underwriter to the following investment companies: Atlas U.S. Government Money Market Fund, Inc., Atlas U.S.\nTactical Income Fund, Inc. Boyar Value Fund Inc., Capitol Series Trust, Copeland Trust, DGI Investment Trust, Grandeur Peak Global Trust,\nHumankind Benefit Corporation, Liberty One Spectrum ETF, Miller Investment Trust, Mutual Fund and Variable Insurance Trust, Mutual Fund\nSeries Trust, Northern Lights Fund Trust, Northern Lights Fund Trust II, Northern Lights Fund Trust III, Northern Lights Fund\nTrust IV, Northern Lights Variable Trust, OCM Mutual Fund, Rayliant Trust, The North Country Funds, Texas Capital Funds Trust, The Saratoga\nAdvantage Trust, Segall Bryant & Hamill Trust, Tributary Funds, Inc., Two Roads Shared Trust, Ultimus Managers Trust, Unified Series\nTrust, Valued Advisers Trust, and Zacks Trust.

(b)\nNLD is registered with the Securities and Exchange Commission as a broker-dealer and is a member of the Financial Industry Regulatory\nAuthority (“FINRA”). The principal business address of NLD is 4221 North 203^rd St., Suite 100, Elkhorn, NE \n68022 NLD is an affiliate of Ultimus Fund Solutions, LLC. Both NLD and Ultimus Fund Solutions, LLC are under common ownership of The\nUltimus Fund Group, LLC. To the best of Registrant’s knowledge, the following are the\nmembers and officers of NLD:

\n \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\n	Positions\n and Offices \n with Underwriter	Positions\n and \nOffices \n with the Fund
Kevin\n Guerette	President	None
Stephen\n Preston	Treasurer,\n Chief Compliance Officer, Finance and Operations Principal, and AML Compliance Officer	None
William\n J. Strait	Manager,\n Secretary, and General Counsel	None
Melvin\n Van Cleave	Chief\n Information Securities Officer	None
David\n James	Manager	None

(c)\nNot Applicable. No underwriting commissions are paid in connection with the sale of Registrant’s Shares.

Item\n33. Location of Accounts and Records.

All\naccounts, books and documents required to be maintained by the Registrant pursuant to Section 31(a) of the Investment Company Act of\n1940 and Rules 31a-1 through 31a-3 thereunder are maintained at the office of the Registrant, Adviser, Sub-Adviser, Principal Underwriter,\nTransfer Agent, Fund Accountant, Administrator and Custodian at the addresses stated in the SAI.

Swan\nCapital Management, LLC 1099 Main Ave., Ste. 260, Durango, CO 81301, pursuant to the Investment Advisory Agreement with the Trust, maintains\nall records required pursuant to such agreement with respect to the Swan Defined Risk Fund, Swan Defined Risk Growth Fund and Swan Enhanced\nDividend Income ETF.

Pinnacle\nFamily Advisors, LLC, 620 W. Republic Road, Suite 104, Springfield, MO 65810 pursuant to the Advisory Agreement with Trust, maintains\nall records required pursuant to such agreement with respect to the Pinnacle Multi-Strategy Core Fund.

Stonebridge\nCapital Advisors, LLC, 2550 University Avenue West, Suite 180 South, Saint Paul, MN 55114 pursuant to the Advisory Agreement with Trust,\nmaintains all records required pursuant to such agreement with respect to The Covered Bridge Fund.

RESQ\nInvestment Partners, LLC 9383 East Bahia Drive, Suite 120, Scottsdale, AZ 85260 pursuant to the Advisory Agreement with Trust, maintains\nall records required pursuant to such agreement with respect to RESQ Dynamic Allocation Fund and RESQ Strategic Income Fund.

Howard\nCapital Management, LLC, 415 South Broad Street, Alpharetta, GA 30009 pursuant to the Advisory Agreement with Trust, maintains all records\nrequired pursuant to such agreement with respect to the HCM Tactical Plus Fund, HCM Sector Plus Fund, HCM Multi-Asset Plus Fund, HCM\nDefender 500 Index ETF, HCM Defender 100 Index ETF, HCM Dynamic Income Fund, HCM Hedged Equity ETF and HCM Select 50 ETF.

Counterpoint\nFunds, LLC, 12770 High Bluff Drive, Suite 380, San Diego, CA 92130 pursuant to the Advisory Agreement with Trust, maintains all records\nrequired pursuant to such agreement with respect to the Counterpoint Tactical Income Fund, Counterpoint Tactical Equity Fund, Counterpoint\nTactical Municipal Fund, Counterpoint High Yield Trend ETF and Counterpoint Quantitative Equity ETF.

Swan\nGlobal Management, LLC 41 Shell Castle, Humacao, PR 00791 pursuant to the Sub-Advisory Agreement with Swan Capital Management, Inc.,\nmaintains all records required pursuant to such agreement with respect to the Swan Defined Risk Fund, Swan Defined Risk Growth Fund and\nSwan Enhanced Dividend Income ETF.

Absolute\nCapital Management, LLC 101 Pennsylvania Boulevard, Pittsburgh, PA 15228 pursuant to the Advisory Agreement with Trust, maintains all\nrecords required pursuant to such agreement with respect to the Absolute Capital Asset Allocator Fund, Absolute Capital Defender Fund\nand The Teberg Fund.

Boyd\nWatterson Asset Management, LLC 1301 East 9^th Street, Suite 2900, Cleveland, OH 44114 pursuant to the Advisory Agreement with\nTrust, maintains all records required pursuant to such agreement with respect to the Boyd Watterson Limited Duration Enhanced Income\nFund.

Persimmon\nCapital Management LLC, 1777 Sentry Parkway West, Blue Bell, PA, 19422; Hedgeye Asset Management LLC, 1 High Ridge Park, 3rd Floor, Stamford,\nCT 06905; and Tidal Investments LLC, 234 W. Florida Street, Suite 203, Milwaukee, WI 53204 maintain all records required pursuant to\ntheir agreements with respect to the Persimmon Long/Short Fund.

PlanRock\nInvestment Management, LLC, 109 Westpark Drive, Suite 105, Brentwood, TN 37027 pursuant to the Advisory Agreement with Trust, maintains\nall records required pursuant to such agreement with respect to the PlanRock Income Rotation ETF, Plan Rock Growth Rotation ETF, and\nPlanRock Equity Plus Alternatives ETF.

ABS\nGlobal Investments, 537 Steamboat Road, Greenwich, CT 06830 pursuant to the Advisory Agreement with Trust, maintains all records required\npursuant to such agreement with respect to the ABS Insights Emerging Markets Fund.

Milliman\nFinancial Risk Management, LLC, 71 S. Wacker Drive, Chicago, IL 60606, pursuant to the Sub-Advisory Agreement with Howard Capital Management,\nLLC, maintains all records required pursuant to such agreement with respect to the HCM Hedged Equity ETF.

Item\n34. Management Services. Not applicable.

Item\n35. Undertakings. Not applicable.

SIGNATURES

Pursuant\nto the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies\nthat has duly caused this registration statement under 485(b) under the Securities Act and has duly caused this registration statement\nto be signed on its behalf by the undersigned, duly authorized, in the City of Fort Salonga, and State of New York, on the 28th day of\nOctober, 2026.

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

	Northern Lights Fund Trust III

	By:	/s/ Brian Curley
	Brian Curley, President

Pursuant\nto the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities\nindicated on the dates indicated.

Northern\nLights Fund Trust III

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

Name	Title
/s/\n Brian Curley	President\n and Principal Executive Officer
Richard\n Gleason*	Treasurer\n and Principal Accounting Officer
Patricia\n Luscombe*	Independent\n Trustee
John\n V. Palancia*	Independent\n Trustee
Mark\n H. Taylor*	Independent\n Trustee
Jeffery\n D. Young*	Independent\n Trustee

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

*By:	Date:
/s/ Brian Curley		October 28, 2026
Brian Curley

*\n Attorney-in-Fact – Pursuant to Powers of Attorney as previously filed on May 30, 2023.

EXHIBIT\nINDEX

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

Exhibit	Exhibit\n No.
Fifth Amendment to the Custodian Agreement between the Registrant and Brown Brothers Harriman & Co.,	(g)(vii)(c)
Legal Consent	(i)(a)
Consent of the Independent Registered Public Accounting Firm	(j)
Code of Ethics of Howard Capital Management, LLC	(o)(xi)

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