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AS FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION\nON NOVEMBER 3, 2026

File No. 033-50718

File No. 811-07102

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE

SECURITIES ACT OF 1933

\n \n \n \n \n

POST-EFFECTIVE AMENDMENT NO. 328

/X/

AND

REGISTRATION STATEMENT UNDER THE

INVESTMENT COMPANY ACT OF 1940

\n \n \n \n \n

AMENDMENT NO. 332

/X/

THE ADVISORS’ INNER CIRCLE FUND II

(Exact Name of Registrant as Specified in Charter)

One Freedom Valley Drive

Oaks, Pennsylvania 19456

(Address of Principal Executive Offices, Zip Code)

1-800-932-7781

(Registrant’s Telephone Number)

Michael Beattie

c/o SEI Investments

One Freedom Valley Drive

Oaks, Pennsylvania 19456

(Name and Address of Agent for Service)

Copies to:

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

David W. Freese

Morgan, Lewis & Bockius LLP

2222 Market Street

Philadelphia, Pennsylvania 19103

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

John J. O’Brien

Morgan, Lewis & Bockius LLP

2222 Market Street

Philadelphia, Pennsylvania 19103

It is proposed that this filing become effective (check\nappropriate box)

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

/ X / Immediately upon filing pursuant to paragraph (b)

/ / On [date] pursuant to paragraph (b)

/ / 60 days after filing pursuant to paragraph (a)(1)

/ / 75 days after filing pursuant to paragraph (a)(2)

/ / On [date] pursuant to paragraph (a) of Rule 485

PROSPECTUS\n

November 3, 2026\n

The Advisors’ Inner Circle Fund II\n

$\"\"$ \n

TSW International Equity Fund\n

Institutional\nClass Shares: TSWWX

Investor\nClass Shares: TSWGX

INVESTMENT ADVISER:
\nThompson, Siegel & Walmsley LLC\n

The U.S. Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy or accuracy of this prospectus.
\nAny representation to the contrary is a criminal offense.\n

TABLE OF CONTENTS\n

		Page
TSW International Equity Fund	1
Investment Objective	1
Fees and Expenses	1
Principal Investment Strategies	2
Principal Risks	3
Performance Information	8
Investment Adviser	8
Portfolio Managers	8
Purchase and Sale of Fund Shares	8
Tax Information	9
Payments to Broker-Dealers and Other Financial Intermediaries	9
More Information About the Fund’s Investment Objective and Strategies	10
More Information about Risk	12
Information about Portfolio Holdings	24
Investment Adviser	24
Portfolio Managers	25
Related Performance Data of the Adviser	26
Purchasing and Selling Fund Shares	28
Payments to Financial Intermediaries	38
Other Policies	39
Dividends and Distributions	45
Taxes	45
Additional Information	47
Financial Highlights	48
How to Obtain More Information about the Fund	Back Cover

TSW International Equity Fund\n

Investment Objective\n

The TSW International Equity Fund (the “Fund”) seeks maximum long-term total return, consistent with reasonable risk to principal, by investing in a diversified portfolio of common stocks of primarily non-U.S. issuers.\n

Fees and Expenses\n

This table describes the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may be required to pay commissions and/or other forms of compensation to a broker, which are not reflected in the table or the example below.\n

Shareholder Fees (fees paid directly from your investment)\n

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


Redemption Fee (as a percentage of amount redeemed, if shares redeemed have been held for less than 30 days)	2.00%	2.00%

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

	Institutional \nClass	Investor \nClass
Management Fees	0.65%	0.65%
Distribution (12b-1) Fees	None	None
Other Expenses¹	0.13%	0.28%
Shareholder Servicing Fees	None	0.15%
Other Operating Expenses	0.13%	0.13%
Total Annual Fund Operating Expenses	0.78%	0.93%
Less Fee Reductions and/or Expense Reimbursements²	(0.18)%	(0.18)%
Total Annual Fund Operating Expenses after Fee Reductions and/or Expense Reimbursements	0.60%	0.75%

\n\n\n\n\n

Other Expenses are based on estimated amounts for the current fiscal year.\n

\n\n\n\n\n

^\tThompson, Siegel & Walmsley LLC (the “Adviser”) has contractually agreed to waive fees and reimburse expenses to the extent necessary to keep Total Annual Fund Operating Expenses (excluding interest, taxes, brokerage commissions and other costs and expenses relating to the securities that are purchased and sold by the Fund, class-specific expenses (including Distribution (12b-1) Fees and Shareholder Servicing Fees), dividend and interest expenses on securities sold short, acquired fund fees and expenses, other expenditures which are capitalized in accordance with generally accepted accounting principles, and

\n\n\n\n\n

Thompson,\nSiegel & Walmsley LLC (the “Adviser”) has contractually agreed to waive fees and reimburse expenses to the extent\nnecessary to keep Total Annual Fund Operating Expenses (excluding interest, taxes, brokerage commissions and other costs and\nexpenses relating to the securities that are purchased and sold by the Fund, class-specific expenses (including Distribution (12b-1)\nFees and Shareholder Servicing Fees), dividend and interest expenses on securities sold short, acquired fund fees and expenses,\nother expenditures which are capitalized in accordance with generally accepted accounting principles, and non-routine expenses\n(collectively, “excluded expenses”)) from exceeding 0.60% of the average daily net assets of the Fund until November 3,\n2027 and 0.70% of the average daily net assets of the Fund until February 29, 2028. In addition, the Adviser may receive from the\nFund the difference between the Total Annual Fund Operating Expenses (not including excluded expenses) and the applicable expense\ncap to recoup all or a portion of its prior fee waivers or expense reimbursements made during the three-year period preceding the\nrecoupment if at any point Total Annual Fund Operating Expenses (not including excluded expenses) are below the applicable expense\ncap in effect (i) at the time of the fee waiver and/or expense reimbursement and (ii) at the time of the recoupment. This agreement may be\nterminated: (i) by the Board of Trustees (the “Board”) of The Advisors’ Inner Circle Fund II (the\n“Trust”), for any reason at any time; or (ii) by the Adviser, upon ninety (90) days’ prior written notice to the\nTrust, effective as of the close of business on November 3, 2027.

non-routine\nexpenses (collectively, “excluded expenses”)) from exceeding 0.60% of the average daily net assets of the Fund until\nNovember 3, 2027 and 0.70% of the average daily net assets of the Fund until February 29, 2028. In addition, the Adviser may receive\nfrom the Fund the difference between the Total Annual Fund Operating Expenses (not including excluded expenses) and the applicable\nexpense cap to recoup all or a portion of its prior fee waivers or expense reimbursements made during the three-year period\npreceding the recoupment if at any point Total Annual Fund Operating Expenses (not including excluded expenses) are below the\napplicable expense cap in effect (i) at the time of the fee waiver and/or expense reimbursement and (ii) at the time of the recoupment. This\nagreement may be terminated: (i) by the Board of Trustees (the “Board”) of The Advisors’ Inner Circle Fund II (the\n“Trust”), for any reason at any time; or (ii) by the Adviser, upon ninety (90) days’ prior written notice to the\nTrust, effective as of the close of business on November\n3, 2027.

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.\n

The Example 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 periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain at current levels. This example does not include the brokerage commissions that investors may pay to buy and sell shares. Although your actual costs may be higher or lower, based on these assumptions your costs would be:\n

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

	1\n Year	3\n Years
Institutional\n Class Shares	$61	$228
Investor\n Class Shares	$77	$275

Portfolio Turnover\n

The Fund pays transaction costs, such as brokerage commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in total annual Fund operating expenses or in the Example, affect the Fund’s performance. Because the Fund has not commenced investment operations as of the date of this prospectus, it does not have portfolio turnover information to report.\n

Principal Investment Strategies\n

Under normal circumstances, the Fund seeks to achieve its investment objective by investing at least 80% of its net assets,

plus the amount of borrowings for investment purposes, in equity securities of foreign companies representing at least three countries other than the United States. This investment policy can be changed by the Fund upon 60 days’ prior written notice to shareholders. The Fund’s adviser, Thompson, Siegel & Walmsley LLC (the “Adviser”), currently anticipates investing in at least 12 countries other than the United States. The Adviser emphasizes established companies in individual foreign markets and seeks to stress companies and markets that it believes are undervalued. The Adviser expects capital growth to be the predominant component of the Fund’s total return.\n

Generally, the Fund will invest primarily in common stocks of companies listed on foreign securities exchanges, but it may also invest in depositary receipts including American Depositary Receipts (“ADRs”), Global Depositary Receipts (“GDRs”) and European Depositary Receipts (“EDRs”). Although the Fund will emphasize larger, more seasoned or established companies, it may invest in companies of varying sizes as measured by assets, sales or market capitalization. The Fund will invest primarily in securities of companies domiciled in developed markets, but may invest up to 10% of its assets in securities of companies in emerging markets. The Adviser seeks to diversify the Fund’s investments around the world and within markets in an effort to minimize specific country and currency risks.\n

The\nAdviser employs a relative value process utilizing a combination of quantitative and qualitative methods based on a four-factor valuation\nscreen designed to outperform the MSCI Europe, Australasia and Far East (“EAFE”) Index. The Adviser also performs rigorous\nfundamental analysis. The Fund is typically composed of approximately 80-120 stocks as a result of this process. As of the date of this\nProspectus, the Fund is expected to have significant exposure to the financial services sector, although this exposure may change over\ntime.

The Adviser generally limits the portfolio’s investment universe to companies with a minimum of three years of operating history. The Adviser employs a consistent sell discipline which includes a significant negative earnings revision, a stock being sold when the catalyst is no longer valid or another stock presents a more attractive opportunity.\n

Principal Risks\n

As with all funds, there is no guarantee that the Fund will achieve its investment objective. You could lose money by investing in the Fund. A Fund share is not a bank deposit and is not insured or guaranteed by the FDIC, or any government agency. The

principal risk factors affecting shareholders’ investments in the Fund are set forth below.\n

Equity Risk – Since it purchases equity securities, the Fund is subject to the risk that stock prices may fall over short or extended periods of time. Historically, the equity market has moved in cycles, and the value of the Fund’s securities may fluctuate from day to day. Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. These factors contribute to price volatility, which is the principal risk of investing in the Fund.\n

Market Risk – The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment, general economic and market conditions, regional or global instability, and currency and interest rate fluctuations. In addition, the impact of any epidemic, pandemic or natural disaster, or widespread fear that such events may occur, could negatively affect the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the markets in general in significant and unforeseen ways. Any such impact could adversely affect the prices and liquidity of the securities and other instruments in which the Fund invests, which in turn could negatively impact the Fund’s performance and cause losses on your investment in the Fund. Market risk may affect a single issuer, an industry, a sector or the equity or bond market as a whole.\n

Value Investment Style Risk – The Adviser’s value investment style may increase the risks of investing in the Fund. If the Adviser’s assessment of market conditions, or a company’s value or prospects for exceeding earnings expectations is inaccurate, the Fund could suffer losses or produce poor performance relative to other funds. In addition, “value stocks” can continue to be undervalued by the market for long periods of time.\n

Foreign Company Risk – Investing in foreign companies, including direct investments and investments through depositary receipts, poses additional risks since political and economic events unique to a country or region will affect those markets and their issuers. These risks will not necessarily affect the U.S. economy or similar issuers located in the United States. Securities of foreign companies may not be registered with the U.S. Securities and Exchange Commission (the “SEC”) and foreign companies are generally not

subject to the regulatory controls imposed on U.S. issuers and, as a consequence, there is generally less publicly available information about foreign securities than is available about domestic securities. Income from foreign securities owned by the Fund may be reduced by a withholding tax at the source, which tax would reduce income received from the securities comprising the portfolio. Foreign securities may also be more difficult to value than securities of U.S. issuers. In addition, periodic U.S. Government restrictions on investments in issuers from certain foreign countries may require the Fund to sell such investments at inopportune times, which could result in losses to the Fund. While depositary receipts provide an alternative to directly purchasing the underlying foreign securities in their respective national markets and currencies, investments in depositary receipts continue to be subject to many of the risks associated with investing directly in foreign securities.\n

Small- and Mid-Capitalization Company Risk – The small- and mid-capitalization companies in which the Fund may invest may be more vulnerable to adverse business or economic events than larger, more established companies. In particular, investments in these small- and mid-sized companies may pose additional risks, including liquidity risk, because these companies tend to have limited product lines, markets and financial resources, and may depend upon a relatively small management group. Therefore, small- and mid-cap stocks may be more volatile than those of larger companies. These securities may be traded over-the-counter or listed on an exchange.\n

Foreign Currency Risk – Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar, in which case the dollar value of the Fund’s investments in securities denominated in, and/or receiving revenues in, foreign currencies, would be adversely affected.\n

Geographic Focus Risk – To the extent that it focuses its investments in a particular country or geographic region, the Fund may be more susceptible to economic, political, regulatory or other events or conditions affecting issuers and countries within that country or geographic region. As a result, the Fund may be subject to greater price volatility and risk of loss than a fund holding more geographically diverse investments.\n

Sector and Industry Focus Risk – Because the Fund may, from time to time, be more heavily invested in particular sectors or industries, the value of its shares may be especially sensitive to

factors and economic risks that specifically affect those sectors or industries. As a result, the Fund’s share price may at times fluctuate more widely than the value of shares of a fund that invests in a broader range of sectors or industries.\n

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

●\t

Financial Services. Companies in the financial services sector are subject to extensive govern-mental regulation which may limit both the amounts and types of loans and other financial commitments they can make, the interest rates and fees they can charge, the scope of their activities, the prices they can charge and the amount of capital they must maintain.\n

Active Management Risk – The Fund is subject to the risk that the Adviser’s judgments about the attractiveness, value, or potential appreciation of the Fund’s investments may prove to be incorrect. If the investments selected and strategies employed by the Fund fail to produce the intended results, the Fund could underperform in comparison to other funds with similar objectives and investment strategies.\n

Depositary Receipts Risk – Investments in depositary receipts may be less liquid and more volatile than the underlying securities in their primary trading market. If a depositary receipt is denominated in a different currency than its underlying securities, the Fund will be subject to the currency risk of both the investment in the depositary receipt and the underlying security. Holders of depositary receipts may have limited or no rights to take action with respect to the underlying securities or to compel the issuer of the receipts to take action. The prices of depositary receipts may differ from the prices of securities upon which they are based. Certain of the depositary receipts in which the Fund invests may be unsponsored depositary receipts. Unsponsored depositary receipts are issued by one or more depositaries in response to market demand, but without a formal agreement with the company that issues the underlying securities. Unsponsored depositary receipts may not provide as much information about the underlying issuer and may not carry the same voting privileges as sponsored depositary receipts. In addition, prices of unsponsored depositary receipts may be more volatile than those of sponsored depositary receipts.\n

Emerging Markets Securities Risk – The Fund’s investments in emerging markets securities are considered speculative and subject to heightened risks in addition to the general risks of investing in foreign securities. Unlike more established markets, emerging markets may have governments that are less stable, markets that

are less liquid and economies that are less developed. In addition, the securities markets of emerging market countries may consist of companies with smaller market capitalizations and may suffer periods of relative illiquidity; significant price volatility; restrictions on foreign investment; and possible restrictions on repatriation of investment income and capital. Furthermore, foreign investors may be required to register the proceeds of sales, and future economic or political crises could lead to price controls, forced mergers, expropriation or confiscatory taxation, seizure, nationalization or creation of government monopolies. Due to the differences in the nature and quality of financial information of issuers of emerging market securities, including auditing and financial reporting standards, financial information and disclosures about such issuers may be unavailable or, if made available, may be considerably less reliable than publicly available information about other foreign securities.\n

Growth Investment Style Risk – The Adviser’s growth investment style may increase the risks of investing in the Fund. Because the prices of growth stocks are based largely on the expectation of future earnings, growth stock prices can decline rapidly and significantly when it appears that those expectations will not be met. In addition, a growth investing style may go in and out of favor over time, causing the Fund to sometimes underperform other funds that use differing investing styles.\n

Large Capitalization Company Risk – The large capitalization companies in which the Fund may invest may lag the performance of smaller capitalization companies because large capitalization companies may experience slower rates of growth than smaller capitalization companies and may not respond as quickly to market changes and opportunities.\n

Liquidity Risk – The risk that certain securities may be difficult or impossible to sell at the time and the price that the Fund would like. The Fund may have to accept a lower price to sell a security, sell other securities to raise cash, or give up an investment opportunity, any of which could have a negative effect on Fund management or performance.\n

Valuation Risk – The risk that a security may be difficult to value. The Fund may value certain securities at a price higher than the price at which they can be sold.\n

New Fund Risk – Because the Fund is new, investors in the Fund bear the risk that the Fund may not be successful in implementing

its investment strategy, may not employ a successful investment strategy, or may fail to attract sufficient assets under management to realize economies of scale, any of which could result in the Fund being liquidated at any time without shareholder approval and at a time that may not be favorable for all shareholders. Such liquidation could have negative tax consequences for shareholders and will cause shareholders to incur expenses of liquidation.\n

Performance Information\n

The Fund is new, and therefore has no performance history. Once the Fund has completed a full calendar year of operations, a bar chart and table will be included that will provide some indication of the risks of investing in the Fund by showing the variability of the Fund’s returns and comparing the Fund’s performance to a broad measure of market performance. Of course, the Fund’s past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future.\n

Current\nperformance information is available by calling toll-free to 866-487-9386.

Institutional Class Shares

Investor Class Shares

Investment Adviser\n

Thompson, Siegel & Walmsley LLC is the Fund’s investment adviser.\n

Portfolio Managers\n

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

Portfolio Manager	Position with the \nAdviser	Years of Experience \nwith the Fund
Brandon H. Harrell, CFA	Portfolio Manager	Since Inception (2026)
Stedman D. Oakey, CFA	Portfolio Manager	Since Inception (2026)

Purchase and Sale of Fund Shares\n

You may generally purchase or redeem shares on any day that the New York Stock Exchange (“NYSE”) is open for business (a “Business Day”).\n

To purchase Institutional Shares of the Fund for the first time, you must invest at least $1,000,000. To purchase Investor Shares of the Fund for the first time, you must invest at least $20,000. There are no minimum subsequent investment amounts for Institutional or Investor Shares.\n

The Fund may accept initial investments of smaller amounts in its sole discretion.\n

If\nyou own your shares directly, you may redeem your shares on any Business Day by contacting the Fund directly by mail at TSW International\nEquity Fund, Attn: SEI Transfer Agency & Registrar Services, Inc., PO Box 1284, Oaks, PA 19456 or telephone at 866-487-9386.

If you own your shares through an account with a broker or other institution, contact that broker or other institution to redeem your shares. Your broker or financial intermediary may charge a fee for its services in addition to the fees charged by the Fund.\n

Tax Information\n

The Fund intends to make distributions that may be taxed as qualified dividend income, ordinary income or capital gains if you are not investing through a tax-deferred arrangement, such as a 401(k) plan or IRA, in which case your distribution will be taxed when withdrawn from the tax-deferred account.\n

Payments to Broker-Dealers and Other Financial Intermediaries\n

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

More Information About the Fund’s Investment Objective and Strategies\n

The investment objective of the Fund is to seek maximum long-term total return, consistent with reasonable risk to principal, by investing in a diversified portfolio of common stocks of primarily non-U.S. issuers. The investment objective is a fundamental policy and may not be changed by the Board without shareholder approval.\n

Under normal circumstances, the portfolio seeks to achieve its investment objective by investing at least 80% of its net assets (plus the amount of borrowings, if any, for investment purposes) in equity securities of foreign companies representing at least three countries other than the United States. The Adviser currently anticipates investing in at least 12 countries other than the United States. The Adviser emphasizes established companies in individual foreign markets and seeks to stress companies and markets that it believes are undervalued. The Adviser expects capital growth to be the predominant component of the Fund’s total return.\n

The Adviser employs a relative value process utilizing a combination of quantitative and qualitative methods based on a four-factor valuation screen designed to outperform the MSCI Europe, Australasia and Far East (“EAFE”) Index. The initial universe consists of approximately 3,000 actively traded non-U.S. stocks. Parts one and two of the screen attempt to assess a company’s attractiveness based on cash flows relative to other international stocks and as compared to their industry or sector peers. The third factor considers the relative earnings prospects of the company. The fourth factor involves looking at the company’s recent price action. From the model, approximately 300 stocks are identified for

further research. These are the stocks that rank the highest on the basis of these four factors combined. The Adviser generally limits its investment universe to companies with a minimum of three years of operating history.\n

The Adviser also performs rigorous fundamental analysis, exploring numerous factors that may affect the outlook for a company. It evaluates publicly available information including sell-side research, company filings, and trade periodicals. The analysts may speak with company management to hear their perspectives and outlook on pertinent business issues. It applies a consistent and disciplined review in a team environment that encourages critical thinking and analysis for each company considered for investment. The Fund is typically composed of approximately 80-120 stocks as a result of this process.\n

Established positions in the Fund are ranked daily and are reviewed regularly in the same manner to re-examine their fundamental and valuation characteristics. The product team meets periodically to discuss each stock’s place in the Fund. The Adviser employs a consistent sell discipline which includes a significant negative earnings revision, a stock being sold when the catalyst is no longer valid or another stock presents a more attractive opportunity.\n

The Fund may invest its assets in cash, cash equivalent securities or short-term debt securities, repurchase agreements and money market instruments. Under adverse or unstable market, economic or political conditions, the Fund may take temporary defensive positions in cash and short-term debt securities without limit. Although the Fund would do this only in seeking to avoid losses, the Fund may be unable to pursue its investment objective during that time, and it could reduce the benefit from any upswing in the market. To the extent that the Fund has any uninvested cash, the Fund would also be subject to risk with respect to the depository institution holding the cash.\n

This prospectus describes the Fund’s principal investment strategies, and the Fund will normally invest in the types of securities described in this prospectus. In addition to the securities and other investments and strategies described in this prospectus, the Fund also may invest, to a lesser extent, in other securities, use

other strategies and engage in other investment practices that are not part of its principal investment strategies. These investments and strategies are described in detail in the Fund’s Statement of Additional Information (“SAI”) (for information on how to obtain a copy of the SAI see the back cover of this prospectus). Of course, there is no guarantee that the Fund will achieve its investment goal.\n

More Information about Risk\n

Investing in the Fund involves risk and there is no guarantee that the Fund will achieve its goal. The Adviser’s judgments about the markets, the economy, or companies may not anticipate actual market movements, economic conditions or company performance, and these judgments may affect the return on your investment. In fact, no matter how good of a job the Adviser does, you could lose money on your investment in the Fund, just as you could with similar investments.\n

Active Management Risk — The Fund is subject to the risk that the Adviser’s judgments about the attractiveness, value, or potential appreciation of the Fund’s investments may prove to be incorrect. If the investments selected and strategies employed by the Fund fail to produce the intended results, the Fund could underperform in comparison to other funds with similar objectives and investment strategies.\n

Depositary Receipts Risk – ADRs are typically trust receipts issued by a U.S. bank or trust company that evidence an indirect interest in underlying securities issued by a foreign entity. GDRs, EDRs, and other types of depositary receipts are typically issued by non-U.S. banks or financial institutions to evidence an interest in underlying securities issued by either a U.S. or a non-U.S. entity. Investments in non-U.S. issuers through ADRs, GDRs, EDRs, and other types of depositary receipts generally involve risks applicable to other types of investments in non-U.S. issuers. Investments in depositary receipts may be less liquid and more volatile than the underlying securities in their primary trading market. If a depositary receipt is denominated in a different currency than its underlying securities, the Fund will be subject to the currency risk of both the investment in the depositary receipt and the underlying security. The values of depositary receipts may decline for a number of reasons relating to the issuers or sponsors of the depositary receipts, including, but not limited to, insolvency of the issuer or sponsor. Holders of depositary receipts may have limited or no rights to take action with respect to

the underlying securities or to compel the issuer of the receipts to take action. The prices of depositary receipts may differ from the prices of securities upon which they are based.\n

Derivatives Risk – Derivatives are instruments that derive their value from an underlying security, financial asset or an index. Examples of derivative instruments include futures contracts, forward contracts, options and swaps. Changes in the market value of a security that is a reference asset for a derivative instrument may not be proportionate to changes in the market value of the derivative instrument itself. There may not be a liquid market for the Fund to sell a derivative instrument, which could result in difficulty in closing the position. Moreover, certain derivative instruments can magnify the extent of losses incurred due to changes in the market value of the securities to which they relate. Some derivative instruments are subject to counterparty risk. A default by the counterparty on its payments to the Fund will cause the value of your investment in the Fund to decrease. The Fund’s use of derivatives is also subject to credit risk, leverage risk, lack of availability risk, valuation risk, correlation risk and tax risk. Credit risk is described elsewhere in this section. Leverage risk is the risk that a small percentage of assets invested in derivatives can have a disproportionately larger impact on the Fund’s performance. The Fund’s counterparties to its derivative contracts present the same types of credit risk as issuers of fixed income securities. Lack of availability risk is the risk that suitable derivative transactions, such as roll-forward contracts, may not be available in all circumstances for risk management or other purposes. Valuation risk is the risk that a particular derivative may be valued incorrectly. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. Tax risk is the risk that the use of derivatives may cause the Fund to realize higher amounts of short-term capital gains, thereby increasing the amount of taxes payable by some shareholders. These risks could cause the Fund to lose more than the principal amount invested. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund’s initial investment.\n

Derivatives are also subject to a number of other risks described elsewhere in this prospectus. Derivatives transactions conducted outside of the U.S. may not be conducted in the same manner as those entered into on U.S. exchanges, and may be subject to different margin, exercise, settlement or expiration procedures. Derivatives transactions conducted outside the U.S. also are subject to the risks

affecting foreign securities, currencies and other instruments, in addition to other risks.\n

Both U.S. and non-U.S. regulators have adopted and implemented regulations governing derivatives markets, including Rule 18f-4 under the 1940 Act. The ultimate impact of the regulations remains unclear. Additional regulation of derivatives may make derivatives more costly, limit their availability or utility, limit or restrict their use by the Fund, otherwise adversely affect their performance or disrupt markets. Additionally, regulation relating to the Fund’s use of derivatives and related instruments, including Rule 18f-4, could potentially limit or impact the Fund’s ability to invest in derivatives, limit the Fund’s ability to employ certain strategies that use derivatives and/or adversely affect the value of derivatives and the Fund’s performance.\n

Forward Contracts – A forward contract, also called a “forward,” involves a negotiated obligation to purchase or sell a specific security or currency at a future date (with or without delivery required), which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. Forward contracts are not traded on exchanges; rather, a bank or dealer will act as agent or as principal in order to make or take future delivery of a specified lot of a particular security or currency for the Fund’s account. Risks associated with forwards may include: (i) an imperfect correlation between the movement in prices of forward contracts and the securities or currencies underlying them; (ii) an illiquid market for forwards; (iii) difficulty in obtaining an accurate value for the forwards; and (iv) the risk that the counterparty to the forward contract will default or otherwise fail to honor its obligation. Because forwards require only a small initial investment in the form of a deposit or margin, they involve a high degree of leverage.\n

Futures Contracts – Futures contracts, or “futures,” provide for the future sale by one party and purchase by another party of a specified amount of a specific security or asset at a specified future time and at a specified price (with or without delivery required). The risks of futures include: (i) leverage risk; (ii) correlation or tracking risk; and (iii) liquidity risk. Because futures require only a small initial investment in the form of a deposit or margin, they involve a high degree of leverage. Accordingly, the fluctuation of the value of futures in relation to the underlying assets upon which they are based is magnified. Thus, the Fund may experience losses that exceed losses experienced by a fund that does not use futures contracts and which may be unlimited, depending on the structure

of the contract. There may be imperfect correlation, or even no correlation, between price movements of a futures contract and price movements of investments for which futures are used as a substitute, or which futures are intended to hedge.\n

Lack of correlation (or tracking) may be due to factors unrelated to the value of the investments being substituted or hedged, such as speculative or other pressures on the markets in which these instruments are traded. Consequently, the effectiveness of futures as a security substitute or as a hedging vehicle will depend, in part, on the degree of correlation between price movements in the futures and price movements in underlying securities or assets. While futures contracts are generally liquid instruments, under certain market conditions they may become illiquid. Futures exchanges may impose daily or intra-day price change limits and/or limit the volume of trading.\n

Additionally, government regulation may further reduce liquidity through similar trading restrictions. As a result, the Fund may be unable to close out its futures contracts at a time that is advantageous. If movements in the markets for security futures contracts or the underlying security decrease the value of a Fund’s positions in security futures contracts, the Fund may be required to have or make additional funds available to its brokerage firm as margin. If the Fund’s account is under the minimum margin requirements set by the exchange or the brokerage firm, its position may be liquidated at a loss, and the Fund will be liable for the deficit, if any, in its account. The Fund may also experience losses due to systems failures or inadequate system back-up or procedures at the brokerage firm(s) carrying the Fund’s positions. The successful use of futures depends upon a variety of factors, particularly the ability of the Adviser to predict movements of the underlying securities markets, which requires different skills than predicting changes in the prices of individual securities. There can be no assurance that any particular futures strategy adopted will succeed.\n

Options – An option is a contract between two parties for the purchase and sale of a financial instrument for a specified price at any time during the option period. Unlike a futures contract, an option grants the purchaser, in exchange for a premium payment, a right (not an obligation) to buy or sell a financial instrument. An option on a futures contract gives the purchaser the right, in exchange for a premium, to assume a position in a futures contract at a specified exercise price during the term of the option. The seller of an uncovered call (buy) option assumes the risk of a theoretically unlimited increase in the

market price of the underlying security above the exercise price of the option. The securities necessary to satisfy the exercise of the call option may be unavailable for purchase except at much higher prices. Purchasing securities to satisfy the exercise of the call option can itself cause the price of the securities to rise further, sometimes by a significant amount, thereby exacerbating the loss. The buyer of a call option assumes the risk of losing an entire premium in the call option without ever getting the opportunity to exercise the option. The seller (writer) of a put (sell) option that is covered (e.g., the writer has a short position in the underlying security) assumes the risk of an increase in the market price of the underlying security above the sales price (in establishing the short position) of the underlying security plus the premium received and gives up the opportunity for gain on the underlying security below the exercise price of the option. The seller of an uncovered put option assumes the risk of a decline in the market price of the underlying security below the exercise price of the option. The buyer of a put option assumes the risk of losing an entire premium in the put option without ever getting the opportunity to exercise the option. An option’s time value (i.e., the component of the option’s value that exceeds the in-the-money amount) tends to diminish over time. Even though an option may be in-the-money to the buyer at various times prior to its expiration date, the buyer’s ability to realize the value of an option depends on when and how the option may be exercised. For example, the terms of a transaction may provide for the option to be exercised automatically if it is in-the-money on the expiration date. Conversely, the terms may require timely delivery of a notice of exercise, and exercise may be subject to other conditions (such as the occurrence or non-occurrence of certain events, such as knock-in, knock-out or other barrier events) and timing requirements, including the “style” of the option.\n

Swap Agreements – Swaps are agreements whereby two parties agree to exchange payment streams calculated by reference to an underlying asset, such as a rate, index, currency, instrument or securities. Swaps typically involve credit risk, market risk, liquidity risk, funding risk, operational risk, legal and documentation risk, regulatory risk and/or tax risk. Interest rate swaps involve one party, in return for a premium, agreeing to make payments to another party to the extent that interest rates exceed or fall below a specified rate (a “cap” or “floor,” respectively). Swap agreements involve the risk that the party with whom the Fund has entered into the swap will default on its obligation to pay the Fund and the risk that the Fund will not be able to meet its obligations to the other party to the

agreement. Certain derivatives, including swaps, may be subject to fees and expenses, and by investing in such derivatives indirectly through the Fund, a shareholder will bear the expenses of such derivatives in addition to expenses of the Fund.\n

Total return swaps are contracts that obligate a party to pay interest in exchange for payment by the other party of the total return generated by a security, a basket of securities, an index or an index component. Total return swaps give the Fund the right to receive the appreciation in the value of a specified security, index or other instrument in return for a fee paid to the counterparty, which will typically be an agreed upon interest rate. If the underlying asset in a total return swap declines in value over the term of the swap, the Fund may also be required to pay the dollar value of that decline to the counterparty.\n

A credit default swap enables the Fund to buy or sell protection against a defined credit event of an issuer or a basket of securities. The buyer of a credit default swap is generally obligated to pay the seller a periodic stream of payments over the term of the contract in return for a contingent payment upon the occurrence of a credit event with respect to an underlying reference obligation. If the Fund is a seller of protection and a credit event occurs (as defined under the terms of that particular swap agreement), the Fund will generally either: (i) pay to the buyer an amount equal to the notional amount of the swap and take delivery of the referenced obligation, other deliverable obligations, or underlying securities comprising a referenced index or (ii) pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising a referenced index. If the Fund is a buyer of protection and a credit event occurs (as defined under the terms of that particular swap agreement), the Fund will either: (i) receive from the seller of protection an amount equal to the notional amount of the swap and deliver the referenced obligation, other deliverable obligations or underlying securities comprising the referenced index or (ii) receive a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index. Recovery values are calculated by market makers considering either industry standard recovery rates or entity specific factors and other considerations until a credit event occurs. If a credit event has occurred, the recovery value is generally determined by a facilitated auction whereby a minimum

number of allowable broker bids, together with a specified valuation method, are used to calculate the settlement value.\n

Credit default swaps involve special risks in addition to those mentioned above because they are difficult to value, are highly susceptible to liquidity and credit risk, and generally pay a return to the party that has paid the premium only in the event of an actual default by the issuer of the underlying obligation (as opposed to a credit downgrade or other indication of financial difficulty). Like a long or short position in a physical security, credit default swaps are subject to the same factors that cause changes in the market value of the underlying asset.\n

The Dodd-Frank Act created a new statutory framework that comprehensively regulated the OTC derivatives markets for the first time. Key Dodd-Frank Act provisions relating to OTC derivatives require rulemaking by the U.S. Securities and Exchange Commission (the “SEC”) and the Commodity Futures Trading Commission (the “CFTC”), not all of which has been proposed or finalized as of the date of this prospectus. Prior to the Dodd-Frank Act, the OTC derivatives markets were traditionally traded on a bilateral basis (so-called “bilateral OTC transactions”). Under the Dodd-Frank Act, certain OTC derivatives transactions are now required to be centrally cleared and traded on exchanges or electronic trading platforms called swap execution facilities. Bilateral OTC transactions differ from exchange-traded or cleared derivatives transactions in several respects. Bilateral OTC transactions are transacted directly with dealers and not with a clearing corporation. As bilateral OTC transactions are entered into directly with a dealer, there is a risk of nonperformance by the dealer as a result of its insolvency or otherwise. Under regulations adopted by the CFTC and federal banking regulators (commonly referred to as “Margin Rules”), the Fund is required to post collateral (known as variation margin) to cover the mark-to-market exposure in respect of its uncleared swaps. These rules also mandate that collateral in the form of initial margin be posted to cover potential future exposure attributable to uncleared swap transactions for certain entities, which may include the Fund.\n

the securities markets of emerging market countries may consist of companies with smaller market capitalizations and may suffer periods of relative illiquidity; significant price volatility; restrictions on foreign investment; and possible restrictions on repatriation of investment income and capital. Furthermore, foreign investors may be required to register the proceeds of sales, and future economic or political crises could lead to price controls, forced mergers, expropriation or confiscatory taxation, seizure, nationalization or creation of government monopolies. Due to the differences in the nature and quality of financial information of issuers of emerging market securities, including auditing and financial reporting standards, financial information and disclosures about such issuers may be unavailable or, if made available, may be considerably less reliable than publicly available information about other foreign securities.\n

Equity Risk — Because the Fund may purchase equity securities, the Fund is subject to the risk that stock prices will fall over short or extended periods of time. Historically, the equity markets have moved in cycles, and the value of a Fund’s securities may fluctuate drastically from day to day. Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. In the case of foreign stocks, these fluctuations will reflect international economic and political events, as well as changes in currency valuations relative to the U.S. dollar. These factors contribute to price volatility.\n

Foreign Currency Risk — Because non-U.S. securities are usually denominated in currencies other than the dollar, the value of the Fund’s portfolio may be influenced by currency exchange rates and exchange control regulations. The currencies of emerging market countries may experience significant declines against the U.S. dollar, and devaluation may occur subsequent to investments in these currencies by the Fund. Inflation and rapid fluctuations in inflation rates have had, and may continue to have, negative effects on the economies and securities markets of certain emerging market countries.\n

Foreign Company Risk – Investing in foreign companies, whether through investments made in foreign markets or made through the purchase of ADRs, which are traded on U.S. exchanges and represent an ownership in a foreign security, poses additional risks since political and economic events unique to a country or region will affect those markets and their issuers. These risks will not

necessarily affect the U.S. economy or similar issuers located in the United States. In addition, investments in foreign companies are generally denominated in a foreign currency. As a result, changes in the value of those currencies compared to the U.S. dollar may affect (positively or negatively) the value of the Fund’s investments. These currency movements may occur separately from, and in response to, events that do not otherwise affect the value of the security in the issuer’s home country. While ADRs provide an alternative to directly purchasing the underlying foreign securities in their respective national markets and currencies, investments in ADRs continue to be subject to many of the risks associated with investing directly in foreign securities.\n

Investments in securities of foreign companies (including through ADRs), especially investments made in emerging markets, can be more volatile than investments in U.S. companies. Diplomatic, political, or economic developments, including nationalization or appropriation, could affect investments in foreign companies. Foreign securities markets generally have less trading volume and less liquidity than U.S. markets. In addition, the value of securities denominated in foreign currencies, and of dividends from such securities, can change significantly when foreign currencies strengthen or weaken relative to the U.S. dollar. Financial statements of foreign issuers are governed by different accounting, auditing, and financial reporting standards than the financial statements of U.S. issuers and may be less transparent and uniform than in the United States. Thus, there may be less information publicly available about foreign issuers than about most U.S. issuers. Transaction costs are generally higher than those in the United States and expenses for custodial arrangements of foreign securities may be somewhat greater than typical expenses for custodial arrangements of similar U.S. securities. Some foreign governments levy withholding taxes against dividend and interest income. Although in some countries a portion of these taxes is recoverable, the non-recovered portion will reduce the income received from the securities comprising the portfolio. Unlike more established markets, emerging markets may have governments that are less stable, markets that are less liquid and economies that are less developed. Additionally, periodic U.S. Government restrictions on investments in issuers from certain foreign countries may result in the Fund having to sell such prohibited securities at inopportune times. Such prohibited securities may have less liquidity as a result of such U.S. Government designation and the market price of such prohibited securities may decline, which may cause the Fund to incur losses.\n

IPO Risk — The Fund may invest in IPOs. An IPO is a company’s first offering of stock to the public. IPO risk is the risk that the market value of IPO shares will fluctuate considerably due to factors such as the absence of a prior public market, unseasoned trading, the small number of shares available for trading and limited information about a company’s business model, quality of management, earnings growth potential and other criteria used to evaluate its investment prospects. Accordingly, investments in IPO shares involve greater risks than investments in shares of companies that have traded publicly on an exchange for extended periods of time. Investments in IPO shares may also involve high transaction costs, and are subject to market risk and liquidity risk, which are described below.\n

When the Fund’s asset base is small, a significant portion of the Fund’s performance could be attributable to investments in IPOs, because such investments would have a magnified impact on the Fund. As the Fund’s assets grow, the effect of the Fund’s investments in IPOs on the Fund’s performance probably will decline, which could reduce the Fund’s performance. Because of the price volatility of IPO shares, the Fund may choose to hold IPO shares for a very short period of time. This may increase the turnover of the Fund’s portfolio and may lead to increased expenses to the Fund, such as commissions and transaction costs. By selling IPO shares, the Fund may realize taxable gains it will subsequently distribute to shareholders. In addition, the market for IPO shares can be speculative and/or inactive for extended periods of time. There is no assurance that the Fund will be able to obtain allocable portions of IPO shares. The limited number of shares available for trading in some IPOs may make it more difficult for the Fund to buy or sell significant amounts of shares without an unfavorable impact on prevailing prices. Investors in IPO shares can be affected by substantial dilution in the value of their shares, by sales of additional shares and by concentration of control in existing management and principal shareholders.\n

Growth Investment Style Risk — The Adviser’s growth investment style may increase the risks of investing in the Fund. Because the

prices of growth stocks are based largely on the expectation of future earnings, growth stock prices can decline rapidly and significantly when it appears that those expectations will not be met. In addition, a growth investing style may go in and out of favor over time, causing the Fund to sometimes underperform other funds that use differing investing styles.\n

Large Capitalization Company Risk — The large capitalization companies in which the Fund may invest may lag the performance of smaller capitalization companies because large capitalization companies may experience slower rates of growth than smaller capitalization companies and may not respond as quickly to market changes and opportunities.\n

Market Risk — The risk that the market value of an investment may move up and down, sometimes rapidly and unpredictably. The Fund’s NAV per share will fluctuate with the market prices of its portfolio securities. Market risk may affect a single issuer, an industry, a sector or the equity or bond market as a whole. Markets for securities in which the Fund invests may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. Similarly, the impact of any epidemic, pandemic or natural disaster, or widespread fear that such events may occur, could negatively affect the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the markets in general in significant and unforeseen ways. Any such impact could adversely affect the prices and liquidity of the securities and other instruments in which the Fund invests, which in turn could negatively impact the Fund’s performance and cause losses on your investment in the Fund. Recent examples include pandemic risks related to COVID-19 and aggressive measures taken worldwide in response by governments, including closing borders, restricting international and domestic travel, and the imposition of prolonged quarantines of large populations, and by businesses, including changes to operations and reducing staff.\n

New Fund Risk — Because the Fund is new, investors in the Fund bear the risk that the Fund may not be successful in implementing its investment strategy, may not employ a successful investment strategy, or may fail to attract sufficient assets under management to realize economies of scale, any of which could result in the Fund being liquidated at any time without shareholder approval and at a

time that may not be favorable for all shareholders. Such liquidation could have negative tax consequences for shareholders and will cause shareholders to incur expenses of liquidation.\n

Sector and Industry Focus Risk – Because the Fund may, from time to time, be more heavily invested in particular sectors or industries, the value of its shares may be especially sensitive to factors and economic risks that specifically affect those sectors or industries. As a result, the Fund’s share price may at times fluctuate more widely than the value of shares of a fund that invests in a broader range of sectors or industries.\n

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

●\t

Financial Services. Financial services companies are subject to extensive governmental regulation which may limit both the amounts and types of loans and other financial commitments they can make, the interest rates and fees they can charge, the scope of their activities, the prices they can charge and the amount of capital they must maintain. Profitability is largely dependent on the availability and cost of capital funds, and can fluctuate significantly when interest rates change or due to increased competition. In addition, the recent deterioration of the credit markets generally has caused an adverse impact in a broad range of markets, including U.S. and international credit and interbank money markets generally, thereby affecting a wide range of financial institutions and markets. Recent events in the financial sector have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign, and cause certain financial services companies to incur large losses. Numerous financial services companies have experienced substantial declines in the valuations of their assets, taken action to raise capital (such as the issuance of debt or equity securities), or even ceased operations. These actions have caused the securities of many financial services companies to experience a dramatic decline in value. Credit losses resulting from financial difficulties of borrowers and financial losses associated with investment activities can negatively impact the sector.\n

Small- and Mid-Capitalization Company Risk — The small- and mid-capitalization companies in which the Fund may invest may be more vulnerable to adverse business or economic events than larger, more established companies. In particular, investments in these small- and mid-sized companies may pose additional risks, including liquidity risk, because these companies tend to have limited product lines, markets and financial resources, and may

depend upon a relatively small management group. Therefore, small- and mid-cap stocks may be more volatile than those of larger companies. These securities may be traded over-the-counter or listed on an exchange.\n

Valuation Risk – The risk that a security may be difficult to value. The Fund may value certain securities at a price higher than the price at which they can be sold. This risk may be especially pronounced for investments that are illiquid or may become illiquid.\n

Information about Portfolio Holdings\n

A description of the Fund’s policies and procedures with respect to the circumstances under which the Fund discloses its portfolio holdings is available in the Fund’s SAI.\n

Investment Adviser\n

Thompson, Siegel & Walmsley LLC (the “Adviser”) makes investment decisions for the Fund and continuously reviews, supervises and administers the Fund’s investment program. The Board oversees the Adviser and establishes policies that the Adviser must follow in its management activities. The Adviser is an indirect wholly owned subsidiary of Perpetual Limited. The Adviser has been a registered investment adviser since 1970. As of September 30, 2026, the Adviser had approximately $20.1 billion in total assets under management.\n

For its services, the Adviser is entitled to a fee, which is calculated daily and paid monthly, at the following annual rate based on the average daily net assets of the Fund:\n

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

Fund	Advisory Fee
TSW International Equity Fund	0.65%

The Adviser has contractually agreed to waive fees and reimburse expenses to the extent necessary to keep total annual Fund operating

expenses (excluding interest, taxes, brokerage commissions and other costs and expenses relating to the securities that are purchased and sold by the Fund, class-specific expenses (including Distribution (12b-1) Fees and Shareholder Servicing Fees), dividend and interest expenses on securities sold short, acquired fund fees and expenses, other expenditures which are capitalized in accordance with generally accepted accounting principles, and non-routine expenses (collectively, “excluded expenses”)) from exceeding 0.60% of the average daily net assets of the Fund until November 3, 2027 and 0.70% of the average daily net assets of the Fund until February 29, 2028.\n

In\naddition, the Adviser may receive from the Fund the difference between the total annual Fund operating expenses (not including excluded\nexpenses) and the applicable expense cap to recoup all or a portion of its prior fee waivers or expense reimbursements made during the\nthree-year period preceding the recoupment if at any point total annual Fund operating expenses (not including excluded expenses) are\nbelow the applicable expense cap in effect (i) at the time of the fee waiver and/or expense reimbursement and (ii) at the time of the\nrecoupment.

This agreement may be terminated: (i) by the Board, for any reason at any time; or (ii) by the Adviser, upon ninety (90) days’ prior written notice to the Trust, effective as of the close of business on November 3, 2027.\n

A discussion regarding the basis for the Board’s approval of the Fund’s investment advisory agreement will be available in the Fund’s first report filed on Form N-CSR.\n

Portfolio Managers\n

The Fund is managed by a team of investment professionals that are jointly and primarily responsible for the day-to-day management of the Fund.\n

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

Portfolio Manager	Position with the \nAdviser	Years of Industry \nExperience
Brandon H. Harrell, CFA	Portfolio Manager	39
Stedman D. Oakey, CFA	Portfolio Manager	26

Brandon H. Harrell is a Portfolio Manager for the Adviser’s International and International Small Cap portfolios. He has been with the Adviser for 30 years. Mr. Harrell is a graduate of Wake Forest University, BA and George Mason University, MBA. He previously

worked for the Central Intelligence Agency, Washington, DC as an Intelligence Officer, for Growth Stock Outlook, Inc., Bethesda, MD as a Securities Analyst, and for Capitoline Investment Services, Richmond, VA as a Portfolio Manager. He holds the Chartered Financial Analyst^® designation. He is registered as an Investment Adviser Representative.\n

Stedman D. Oakey is a Portfolio Manager for the Adviser’s International and International Small Cap portfolios. He has been with the Adviser for 21 years. Mr. Oakey is a graduate of the University of Notre Dame, BA. He previously worked as a Financial Analyst for AIG Global Investment Group in New York City, NY and AIG Private Equity Ltd. in Zurich, Switzerland. He holds the Chartered Financial Analyst^® designation. Stedman is currently registered as an Investment Adviser Representative.\n

The SAI provides additional information about the portfolio managers’ compensation, other accounts managed, and ownership of Fund shares.\n

Related Performance Data of the Adviser\n

Thompson,\nSiegel & Walmsley LLC (the “Adviser”) manages various accounts pursuant to the Adviser’s International Equity\nstrategy (each, an “Account”), which have investment objectives, policies, and strategies that are substantially similar\nto those of the Fund. The investment returns shown in the tables below (collectively, the “Composite”) include all\nAccounts managed by the Adviser using the International Equity strategy. The information for the Composite is provided to show the\npast investment return of the Adviser in managing the strategy, as measured against a specific market index. The investment\nreturns of the Composite do not represent the historical investment returns of the Fund and should not be considered a substitute\nfor, or indicative of, the future investment returns of the Fund. Future results may differ from past results because of, among\nother things, differences in brokerage commissions; account expenses, including management fees; the size of positions taken in\nrelation to account size and diversification of securities; timing of purchases and sales; and availability of cash for new\ninvestments. In addition, the Accounts are not subject to certain investment limitations or other restrictions imposed by the\nInvestment Company Act of 1940, as amended (the “1940 Act”) and the Internal Revenue Code of 1986, as amended (the “Code”), or fees and charges assessed\nby mutual funds, which, if applicable, may have adversely affected the investment returns of the Accounts during the periods shown.\nSpecifically, to the extent that the Fund’s fees and expenses are higher than those of any Account included in the Composite,\napplying the Fund’s fees and expenses to such Account would have resulted in lower performance returns than those shown in the\ntables below. The investment returns of the Fund for future periods will vary.

The\nAdviser has provided the information shown below and calculated the investment return information. The Gross and Net performance\nstated below reflects the deduction of trading expenses and the reinvestment of dividends and other income. Portfolio returns are\nnet of all foreign non-reclaimable withholding taxes. Reclaimable withholding taxes are recognized if and when received. Gross\nperformance does not include the deduction of investment management fees. Net-of-fees returns are calculated by deducting the\nhighest applicable advisory fee from the monthly gross composite return since inception. Net-of-fees returns are provided net of all\nactual fees and expenses other than custodial fees, if any. The Adviser’s portfolio-level performance process uses a daily\ntime-weighted, Modified Dietz, rate of return calculation, on a trade date basis using accruals for dividends and fixed income,\nwhile treating cash flows as beginning of day transactions. Daily performance periods are geometrically linked to create the monthly\nperformance return.

The Adviser claims compliance with the Global Investment Performance Standards (GIPS^®).

The following data does not represent the performance of the Fund.\n

Performance Information for the Adviser’s International Equity Composite^1\n

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

Year	Total \nPre-Tax \nReturn \n(Net of Fees)	Total Pre- \nTax Return \n(Gross of \nFees)	MSCI EAFE \n(Europe, \nAustralasia, \nFar East) \nIndex²	Number of \nPortfolios \nat End of \nPeriod	Total Assets \nat End of \nPeriod \n($ millions)
2025	32.29%	33.26%	31.22%	11	$8,007.85
2024	3.88%	4.65%	3.82%	12	$8,010.12
2023	16.44%	17.31%	18.24%	13	$8,820.60
2022	-14.59%	-13.94%	-14.45%	14	$8,829.09
2021	13.24%	14.08%	11.26%	14	$10,913.25
2020	6.41%	7.21%	7.82%	16	$8,897.95
2019	21.43%	22.33%	22.02%	15	$7,841.65
2018	-15.87%	-15.23%	-13.79%	16	$8,406.97
2017	22.82%	23.73%	25.03%	17	$10,269.26
2016	0.08%	0.83%	1.00%	15	$6,766.31

Average Annual Total Pre-Tax Returns (as of 12/31/2025)\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\n\n\n\n\n\n\n\n\n\n\n\n

	Adviser’s Composite Returns¹
Time Period	Net of Fees	Gross of Fees	MSCI EAFE \nIndex
1 Year	32.29%	33.26%	31.22%
5 Years	9.13%	9.94%	8.92%
10 Years	7.54%	8.34%	8.18%
Since Inception³	7.02%	7.82%	5.89%

\n\n\n\n\n

\tThe Composite’s performance information is expressed in United States dollars. The Composite includes only discretionary Accounts with a market value in excess of $1,000,000. The minimum market value represents the level of assets required to fully implement the Composite’s strategy. Effective January 1, 2013, an Account with a significant cash flow that temporarily prevents the Adviser from implementing the Composite strategy for the Account (defined as a net external cash flow exceeding 25% of the Account’s beginning-of-month market value) is removed from the Composite for the month of that cash flow.\n

\n\n\n\n\n

2\t

Results of the Composite are shown compared to the MSCI EAFE (Europe, Australasia, Far East) Index (the “Index”). MSCI EAFE is an equity index which captures large and mid-cap representation across Developed Market countries around the world, excluding the US and Canada. The index covers approximately 85% of the free float-adjusted market capitalization in each country. Benchmark returns include interest, dividends, and other earned income, but do not include any trading expenses, management fees or any other expenses. Sources of foreign exchange rates may be different between the composite and the benchmark. The benchmark return is net of withholding taxes from a U.S. tax perspective. The benchmark returns are not covered by the report of independent verifiers.\n

\n\n\n\n\n

3\t

Inception date of the Composite is December 31, 1992.\n

Purchasing and Selling Fund Shares\n

This section tells you how to purchase, sell (sometimes called “redeem”) and exchange Institutional Class and Investor Class Shares of the Fund.\n

For information regarding the federal income tax consequences of transactions in shares of the Fund, including information about cost basis reporting, see “Taxes.”\n

How to Choose a Share Class\n

The Fund offers two classes of shares to investors, Institutional Class Shares and Investor Class Shares. Each share class has its own shareholder eligibility criteria, investment minimums, cost structure and other features. The following summarizes the primary features of Institutional Class Shares and Investor Class Shares.

Contact your financial intermediary or the Fund for more information about the Fund’s share classes and how to choose between them.\n

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

Fund Name	Ticker Symbol	CUSIP	Fund Code
Institutional Class	Primarily institutional investors and individual investors purchasing shares through financial intermediaries who meet the initial investment minimum	Initial: $1,000,000 \n \nSubsequent: \nNone	12b-1 Fee: None \n \nShareholder Servicing Fee: None
Investor Class	Primarily individual investors purchasing shares through financial intermediaries who meet the initial investment minimum	Initial: $20,000 \n \nSubsequent: \nNone	12b-1 Fee: None \n \nShareholder \nServicing Fee: \n0.15%

Institutional Class Shares and Investor Class Shares are offered to investors who purchase shares directly from the Fund or through certain financial intermediaries such as financial planners, investment advisors, broker-dealers or other financial institutions. An investor may be eligible to purchase more than one share class. However, if you purchase shares through a financial intermediary, you may only purchase that class of shares which your financial intermediary sells or services. As such, the share class you or your intermediary select may have higher fees than other classes of shares available directly from the Fund or through other financial intermediaries. Your financial intermediary can tell you which class of shares is available through the intermediary.\n

The Fund reserves the right to change the criteria for eligible investors and, as disclosed in the “Minimum Purchases” section of the prospectus, accept investments of smaller amounts in its sole discretion.\n

How to Purchase Fund Shares\n

To\npurchase shares directly from the Fund through its transfer agent, complete and send in the application. If you need an application or\nhave questions, please call 866-487-9386.

All investments must be made by check, wire or Automated Clearing House (“ACH”). All checks must be made payable in U.S. dollars and drawn on U.S. financial institutions. The Fund does not accept purchases made by third-party checks, credit cards, credit card checks, cash, traveler’s checks, money orders or cashier’s checks.\n

The Fund reserves the right to suspend all sales of new shares or to reject any specific purchase order, including exchange purchases, for any reason. The Fund is not intended for excessive trading by shareholders in response to short-term market fluctuations. For more information about the Fund’s policy on excessive trading, see “Excessive Trading Policies and Procedures.”\n

The Fund does not generally accept investments by non-U.S. persons. Non-U.S. persons may be permitted to invest in the Fund subject to the satisfaction of enhanced due diligence. Please contact the Fund for more information.\n

By Mail\n

You can open an account with the Fund by sending a check and your account application to the address below. You can add to an existing account by sending the Fund a check and, if possible, the “Invest by Mail” stub that accompanies your confirmation statement. Be sure your check identifies clearly your name, your account number, the Fund name and the share class.\n

Regular Mail Address\n

TSW\nInternational Equity Fund
\nAttn: SEI Transfer Agency & Registrar Services, Inc.
\nPO Box 1284
\nOaks, PA 19456

Express Mail Address\n

TSW\nInternational Equity Fund
\nAttn: SEI Transfer Agency & Registrar Services, Inc.
\n1 Freedom Valley Drive
\nOaks, PA 19456

The Fund does not consider the U.S. Postal Service or other independent delivery services to be its agents. Therefore, deposit in the mail or with such services of purchase orders does not constitute receipt by the Fund’s transfer agent. The share price used to fill the purchase order is the next price calculated by the Fund after the Fund’s transfer agent receives and accepts the order in good order at the P.O. Box provided for regular mail delivery or the office address provided for express mail delivery.\n

By Wire\n

To\nopen an account by wire, call 866-487-9386 for details. To add to an existing account by wire, wire your money using the wiring instructions\nset forth below (be sure to include the Fund name, the share class and your account number). The share price used to fill the purchase\norder is the next price calculated by the Fund after the Fund’s transfer agent receives and accepts the wire in good order.

Wiring Instructions\n

Wells\nFargo Bank
\n333 Market Street
\nSan Francisco, CA 94105
\nABA: 121000248
\nDDA: 2020050843020
\nFFC: TSW International Equity Fund

Purchases In-Kind\n

Subject to the approval of the Fund, an investor may purchase shares of the Fund with liquid securities and other assets that are eligible for purchase by the Fund (consistent with the Fund’s investment policies and restrictions) and that have a value that is readily ascertainable in accordance with the valuation procedures used by the Fund. These transactions will be effected only if the Adviser deems the security to be an appropriate investment for the Fund. Assets purchased by the Fund in such a transaction will be valued in accordance with the valuation procedures used by the Fund. The Fund reserves the right to amend or terminate this practice at any time.\n

Minimum Purchases\n

To purchase Institutional Shares of the Fund for the first time, you generally must invest at least $1,000,000.\n

To purchase Investor Shares of the Fund for the first time, you generally must invest at least $20,000.\n

The Fund may accept investments of smaller amounts in its sole discretion.\n

You may generally purchase or redeem shares on any day that the New York Stock Exchange (“NYSE”) is open for business.\n

Fund Codes\n

The reference information listed below will be helpful to you when you contact the Fund to purchase or exchange Institutional Class Shares or Investor Class Shares of the Fund, check daily NAV or obtain additional information.\n

\n\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\n Name	Ticker\n \n Symbol	CUSIP	Fund\n \n Code
TSW\n International Equity Fund
Institutional\n Class Shares	TSWWX	00791R699	101
Investor\n Class Shares	TSWGX	00791R715	102

General Information\n

You may purchase shares on any Business Day. Shares cannot be purchased by Federal Reserve wire on days when either the NYSE or the Federal Reserve is closed. The price per share will be the NAV next determined after the Fund or an authorized institution (as defined below) receives and accepts your purchase order in good order. “Good order” means that the Fund was provided a complete and signed account application, including the investor’s social security number or tax identification number, and other identification required by law or regulation, as well as sufficient purchase proceeds. Purchase orders that are not in good order cannot be accepted and processed even if money to purchase shares has been submitted by wire, check or ACH.\n

The Fund calculates its NAV once each Business Day as of the close of normal trading on the NYSE (normally, 4:00 p.m., Eastern Time). To receive the current Business Day’s NAV, the Fund or an authorized institution must receive and accept your purchase order in good order before the close of normal trading on the NYSE. If your purchase order is not received and accepted in good order before the close of normal trading on the NYSE, you will receive the NAV calculated on the subsequent Business Day on which your order is received and accepted in good order. If the NYSE closes early, as in the case of scheduled half-day trading or unscheduled suspensions of trading, the Fund reserves the right to calculate NAV as of the earlier closing time. The Fund will not accept orders that request a particular day or price for the transaction or any other special conditions. Shares will only be priced on Business Days. Since securities that are traded on foreign exchanges may trade on days that are not Business Days, the value of the Fund’s assets may change on days when you are unable to purchase or redeem shares.\n

Buying or Selling Shares through a Financial Intermediary\n

In addition to being able to buy and sell Fund shares directly from the Fund through its transfer agent, you may also buy or sell shares of the Fund through accounts with financial intermediaries such as brokers and other institutions that are authorized to place trades in Fund shares for their customers. When you purchase or sell Fund shares through a financial intermediary (rather than directly from the Fund), you may have to transmit your purchase and sale requests to the financial intermediary at an earlier time for your transaction to become effective that day. This allows the financial intermediary time to process your requests and transmit them to

the Fund prior to the time the Fund calculates its NAV that day. Your financial intermediary is responsible for transmitting all purchase and redemption requests, investment information, documentation and money to the Fund on time. If your financial intermediary fails to do so, it may be responsible for any resulting fees or losses. Unless your financial intermediary is an authorized institution, orders transmitted by the financial intermediary and received by the Fund after the time NAV is calculated for a particular day will receive the following day’s NAV.\n

Certain financial intermediaries, including certain broker-dealers and shareholder organizations, may be authorized to act as agent on behalf of the Fund with respect to the receipt of purchase and redemption orders for Fund shares (“authorized institutions”). Authorized institutions are also authorized to designate other intermediaries to receive purchase and redemption orders on the Fund’s behalf. The Fund will be deemed to have received a purchase or redemption order when an authorized institution or, if applicable, an authorized institution’s designee, receives the order. Orders will be priced at the Fund’s next computed NAV after they are received by an authorized institution or an authorized institution’s designee. To determine whether your financial intermediary is an authorized institution or an authorized institution’s designee such that it may act as agent on behalf of the Fund with respect to purchase and redemption orders for Fund shares, you should contact your financial intermediary directly.\n

If you deal directly with a financial intermediary, you will have to follow its procedures for transacting with the Fund. Your financial intermediary may charge a fee for your purchase and/or redemption transactions. For more information about how to purchase or sell Fund shares through a financial intermediary, you should contact your financial intermediary directly.\n

How the Fund Calculates NAV\n

The NAV of a class of the Fund’s shares is determined by dividing the total value of the Fund’s portfolio investments and other assets attributable to the class, less any liabilities attributable to the class, by the total number of shares outstanding of the class. In calculating NAV, the Fund generally values its investment portfolio at market price. If market prices are not readily available or they are unreliable, such as in the case of a security value that has been materially affected by events occurring after the relevant market closes, securities are valued at fair value. The Board has designated

the Adviser as the Fund’s valuation designee to make all fair value determinations with respect to the Fund’s portfolio investments, subject to the Board’s oversight. The Adviser has adopted and implemented policies and procedures to be followed when making fair value determinations, and it has established a Valuation Committee through which the Adviser makes fair value determinations. The Adviser’s determination of a security’s fair value price often involves the consideration of a number of subjective factors, and is therefore subject to the unavoidable risk that the value that is assigned to a security may be higher or lower than the security’s value would be if a reliable market quotation for the security was readily available.\n

There may be limited circumstances in which the Adviser would price securities at fair value for stocks of U.S. companies that are traded on U.S. exchanges – for example, if the exchange on which a portfolio security is principally traded closed early or if trading in a particular security was halted during the day and did not resume prior to the time the Fund calculated its NAV.\n

Other assets for which market quotations are not readily available will be valued at their fair value as determined in good faith by the Adviser, subject to Board oversight.\n

How to Sell Your Fund Shares\n

If you own your shares directly, you may sell your shares on any Business Day by contacting the Fund’s transfer agent directly by mail or telephone.\n

If you own your shares through an account with a financial intermediary, contact that financial intermediary to sell your shares. Your financial intermediary may charge a fee for its services, in addition to the fees charged by the Fund.\n

If you would like to have your redemption proceeds, including proceeds generated as a result of closing your account, sent to a third party or an address other than your own, please notify the Fund in writing.\n

The sale price of each share will be the NAV next determined after the Fund receives and accepts your request in good order.\n

By Mail\n

To redeem shares by mail, please send a letter to the Fund signed by all registered parties on the account specifying:\n

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

●\t

The Fund name;\n

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

●\t

The share class;\n

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

●\t

The account number;\n

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

●\t

The dollar amount or number of shares you wish to redeem;\n

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

●\t

The account name(s); and\n

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

●\t

The address to which redemption (sale) proceeds should be sent.\n

All registered shareholders must sign the letter in the exact name(s) in which their account is registered and must designate any special capacity in which they are registered.\n

Regular Mail Address\n

TSW\nInternational Equity Fund
\nAttn: SEI Transfer Agency & Registrar Services, Inc
\nPO Box 1284
\nOaks, PA 19456

Express Mail Address\n

TSW\nInternational Equity Fund
\nAttn: SEI Transfer Agency & Registrar Services, Inc
\n1 Freedom Valley Drive
\nOaks, PA 19456

The Fund does not consider the U.S. Postal Service or other independent delivery services to be its agents. Therefore, deposit in the mail or with such services of sell orders does not constitute receipt by the Fund’s transfer agent. The share price used to fill the sell order is the next price calculated by the Fund after the Fund’s transfer agent receives and accepts the order in good order at the P.O. Box provided for regular mail delivery or the office address provided for express mail delivery.\n

Certain redemption requests will require a signature guarantee by an eligible guarantor institution. Eligible guarantors include commercial banks, savings and loans, savings banks, trust companies, credit unions, member firms of a national stock exchange, or any other member or participant of an approved signature guarantor program. For example, signature guarantees may be required if your address of record has changed in the last 30 days, if you want the proceeds sent to a bank other than the bank of record on your account, or if you ask that the proceeds be sent to a different person or address. Please note that a notary public is not an acceptable provider of a signature guarantee and that we must be provided with the original guarantee. Signature guarantees are for the protection of our shareholders. Before it grants a redemption request, a Fund may require a shareholder to furnish additional legal documents to ensure proper authorization.\n

Accounts\nheld by a corporation, trust, fiduciary or partnership, may require additional documentation along with a signature guaranteed

letter\nof instruction. The Fund participates in the Paperless Legal Program (the “Program”), which eliminates the need for accompanying\npaper documentation on legal securities transfers. Requests received with a Medallion Signature Guarantee will be reviewed for the proper\ncriteria to meet the guidelines of the Program and may not require additional documentation. Please contact Shareholder Services at 866-487-9386\nfor more information.

By Telephone\n

To\nredeem shares by telephone, you must first establish the telephone redemption privilege (and, if desired, the wire or ACH redemption\nprivileges) by completing the appropriate sections of the account application. Call 866-487-9386 to redeem your shares. Based on your\ninstructions, the Fund will mail your proceeds to you or send them to your bank via wire or ACH.

Receiving Your Money\n

Normally, the Fund will send your sale proceeds within one Business Day after it receives your redemption request. The Fund, however, may take up to seven days to pay redemption proceeds. Your proceeds can be wired to your bank account (may be subject to a $10 fee), sent to you by check or sent via ACH to your bank account if you have established banking instructions with the Fund. If you are selling shares that were recently purchased by check or through ACH, redemption proceeds may not be available until your check has cleared or the ACH transaction has been completed (which may take up to 15 days from your date of purchase). \n

The Fund typically expects to sell portfolio assets and/or hold cash or cash equivalents to meet redemption requests. On a less regular basis, the Fund may also meet redemption requests by using short-term borrowings from its custodian and/or redeeming shares in-kind (as described below). These methods may be used during both normal and stressed market conditions.\n

Redemptions In-Kind\n

The Fund generally pays sale (redemption) proceeds in cash. However, under unusual conditions that make the payment of cash unwise and for the protection of the Fund’s remaining shareholders, the Fund might pay all or part of your redemption proceeds in securities with a market value equal to the redemption price (redemption in-kind). It is highly unlikely that your shares would

ever be redeemed in-kind, but if they were you would have to pay transaction costs to sell the securities distributed to you, as well as taxes on any capital gains from the sale as with any redemption. In addition, you would continue to be subject to the risks of any market fluctuation in the value of the securities you receive in-kind until they are sold.\n

Suspension of Your Right to Sell Your Shares\n

The Fund may suspend your right to sell your shares or delay payment of redemption proceeds for more than seven days during times when the NYSE is closed, other than during customary weekends or holidays, or as otherwise permitted by the SEC. More information about this is in the SAI.\n

How to Exchange Fund Shares\n

From time to time, the Fund may authorize or permit the conversion of shares of one class of shares for another class of shares of the Fund, provided that certain conditions are met (such as the shareholder is eligible for the new share class or such other terms and conditions as the Fund may determine). The Fund reserves the right to modify, suspend or eliminate any share class conversion feature at any time, including to permit conversions to occur without requiring any investment minimum to be met. Following a share class conversion (or other similar shareholder transaction event), the ongoing fees and expenses of the new share class will differ from and may be higher or lower than those of the share class that you previously held.\n

You may only convert shares between accounts with identical registrations (i.e., the same names and addresses). If you purchase shares through a financial intermediary, you may only convert into a share class which your financial intermediary sells or services on the platform or program of the intermediary through which you own shares. Your financial intermediary can tell you which share classes are available through your platform or program.\n

Telephone Transactions\n

Purchasing, selling and exchanging Fund shares over the telephone is extremely convenient, but not without risk. Although the Fund has certain safeguards and procedures to confirm the identity of callers and the authenticity of instructions, the Fund is not responsible for any losses or costs incurred by following telephone instructions it reasonably believes to be genuine. If you or your financial institution

transact with the Fund over the telephone, you will generally bear the risk of any loss.\n

Payments to Financial Intermediaries\n

The Fund and/or the Adviser may compensate financial intermediaries for providing a variety of services to the Fund and/or its shareholders. Financial intermediaries include affiliated or unaffiliated brokers, dealers, banks (including bank trust departments), trust companies, registered investment advisers, financial planners, retirement plan administrators, insurance companies, and any other institution having a service, administration, or any similar arrangement with the Fund, its service providers or their respective affiliates. This section briefly describes how financial intermediaries may be paid for providing these services. For more information, please see “Payments to Financial Intermediaries” in the SAI.\n

In addition to these payments made by the Fund or the Adviser, your financial intermediary may charge you account fees, commissions or transaction fees for buying or selling shares of the Fund, or other fees for servicing your account. Your financial intermediary should provide a schedule of its fees and services to you upon request.\n

Shareholder Servicing Plan\n

The Fund has adopted a shareholder servicing plan that provides that the Fund may pay financial intermediaries for shareholder services in an annual amount not to exceed 0.15% based on the average daily net assets of the Fund’s Investor Class shares. The services for which financial intermediaries are compensated may include record-keeping, transaction processing for shareholders’ accounts and other shareholder services.\n

Payments by the Adviser\n

From time to time, the Adviser and/or its affiliates, in their discretion, may make payments to certain affiliated or unaffiliated financial intermediaries to compensate them for the costs associated with distribution, marketing, administration and shareholder servicing support for the Fund. These payments are sometimes characterized as “revenue sharing” payments and are made out of the Adviser’s and/or its affiliates’ own legitimate profits or other resources, are not paid by the Fund, and may be in addition to any payments made to financial intermediaries by the Fund. A financial intermediary may provide these services with respect to Fund shares sold or

held through programs such as retirement plans, qualified tuition programs, fund supermarkets, fee-based advisory or wrap fee programs, bank trust programs, and insurance (e.g., individual or group annuity) programs. In addition, financial intermediaries may receive payments from the Adviser for making shares of the Fund available to their customers or registered representatives, including providing the Fund with “shelf space,” placing it on a preferred or recommended fund list, or promoting the Fund in certain sales programs that are sponsored by financial intermediaries. To the extent permitted by SEC and Financial Industry Regulatory Authority (“FINRA”) rules and other applicable laws and regulations, the Adviser and/or its affiliates may pay or allow other promotional incentives or payments to financial intermediaries.\n

The level of payments made by the Adviser and/or its affiliates to individual financial intermediaries varies in any given year and may be negotiated on the basis of sales of Fund shares, the market power and flexibility of the intermediary, the amount of Fund assets serviced by the financial intermediary, the time period in which the arrangement was entered into or amended, or the quality of the financial intermediary’s relationship with the Adviser and/or its affiliates. These payments may be more or less than the payments received by the financial intermediaries from other funds and may influence a financial intermediary to favor the sales of certain funds or share classes over others. In certain instances, the payments could be significant and may cause a conflict of interest for your financial intermediary. Any such payments will not change the NAV of the Fund’s shares.\n

Please contact your financial intermediary for information about any payments it may receive in connection with the sale of Fund shares or the provision of services to Fund shareholders, as well as information about any fees and/or commissions it charges.\n

Other Policies\n

Excessive Trading Policies and Procedures\n

The Fund is intended for long-term investment purposes only and discourages shareholders from engaging in “market timing” or other types of excessive short-term trading. This frequent trading into and out of the Fund may present risks to the Fund’s long-term shareholders, and could adversely affect shareholder returns. The risks posed by frequent trading include interfering with the efficient implementation of the Fund’s investment strategy, triggering the recognition of taxable

gains and losses on the sale of Fund investments, requiring the Fund to maintain higher cash balances to meet redemption requests, and experiencing increased transaction costs.\n

In addition, because the Fund may invest in foreign securities traded primarily on markets that close prior to the time the Fund determines its NAV, the risks posed by frequent trading may have a greater potential to dilute the value of Fund shares held by long-term shareholders than funds investing exclusively in U.S. securities. In instances where a significant event that affects the value of one or more foreign securities held by the Fund takes place after the close of the primary foreign market, but before the time that the Fund determines its NAV, certain investors may seek to take advantage of the fact that there will be a delay in the adjustment of the market price for a security caused by this event until the foreign market reopens (sometimes referred to as “price” or “time zone” arbitrage). Shareholders who attempt this type of arbitrage may dilute the value of the Fund’s shares if the prices of the Fund’s foreign securities do not reflect their fair value. Although the Adviser has procedures designed to determine the fair value of foreign securities for purposes of calculating the Fund’s NAV when such an event has occurred, fair value pricing, because it involves judgments which are inherently subjective, may not always eliminate the risk of price arbitrage.\n

Because the Fund may invest in small- and mid-cap securities, which often trade in lower volumes and may be less liquid, the Fund may be more susceptible to the risks posed by frequent trading because frequent transactions in the Fund’s shares may have a greater impact on the market prices of these types of securities.\n

The Fund’s service providers will take steps reasonably designed to detect and deter frequent trading by shareholders pursuant to the Fund’s policies and procedures described in this prospectus and approved by the Board. For purposes of applying these policies, the Fund’s service providers may consider the trading history of accounts under common ownership or control. The Fund’s policies and procedures include:\n

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

●\t

Shareholders are restricted from making more than two (2) “round trips,” including exchanges into or out of the Fund, per calendar year. If a shareholder exceeds this amount, the Fund and/or its service providers may, at their discretion, reject any additional purchase or exchange orders. The Fund defines a round trip as a purchase or exchange into the Fund by a shareholder, followed by a subsequent redemption out of the Fund, of an amount the

Adviser reasonably believes would be harmful or disruptive to the Fund.\n

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

●\t

A redemption fee of 2.00% of the value of shares sold will be imposed on Fund shares redeemed within 30 days or less after their date of purchase (subject to certain exceptions as discussed below in “Redemption Fee”).\n

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

●\t

The Fund reserves the right to reject any purchase or exchange request by any investor or group of investors for any reason without prior notice, including, in particular, if the Fund or the Adviser reasonably believes that the trading activity would be harmful or disruptive to the Fund.\n

The Fund and/or its service providers seek to apply these policies to the best of their abilities uniformly and in a manner they believe is consistent with the interests of the Fund’s long-term shareholders. Although these policies are designed to deter frequent trading, none of these measures alone nor all of them taken together eliminate the possibility that frequent trading in the Fund will occur. Systematic purchases and redemptions are exempt from these policies.\n

Financial intermediaries (such as investment advisers and broker-dealers) often establish omnibus accounts in the Fund for their customers through which transactions are placed. The Fund has entered into “information sharing agreements” with these financial intermediaries, which permit the Fund to obtain, upon request, information about the trading activity of the intermediary’s customers that invest in the Fund. If the Fund or its service providers identify omnibus account level trading patterns that have the potential to be detrimental to the Fund, the Fund or its service providers may, in their sole discretion, request from the financial intermediary information concerning the trading activity of its customers. Based upon a review of that information, if the Fund or its service providers determine that the trading activity of any customer may be detrimental to the Fund, they may, in their sole discretion, request the financial intermediary to restrict or limit further trading in the Fund by that customer. If the Fund is not satisfied that the intermediary has taken appropriate action, the Fund may terminate the intermediary’s ability to transact in Fund shares. When information regarding transactions in the Fund’s shares is requested by the Fund and such information is in the possession of a person that is itself a financial intermediary to a financial intermediary (an “indirect intermediary”), any financial intermediary with whom the Fund has an information sharing agreement is obligated to obtain transaction information from the

indirect intermediary or, if directed by the Fund, to restrict or prohibit the indirect intermediary from purchasing shares of the Fund on behalf of other persons.\n

The Fund and its service providers will use reasonable efforts to work with financial intermediaries to identify excessive short-term trading in omnibus accounts that may be detrimental to the Fund. However, there can be no assurance that the monitoring of omnibus account level trading will enable the Fund to identify or prevent all such trading by a financial intermediary’s customers. Please contact your financial intermediary for more information.\n

Redemption Fee\n

In an effort to discourage short-term trading and defray costs incurred by shareholders as a result of short-term trading, the Fund charges a 2.00% redemption fee on redemptions of shares that have been held for less than 30 days. The redemption fee is deducted from the Fund’s sale proceeds and cannot be paid separately, and any proceeds of the fee are credited to the assets of the Fund from which the redemption was made. The fee does not apply to shares purchased with reinvested dividends or distributions. In determining how long shares of the Fund have been held, the Fund assumes that shares held by the investor the longest period of time will be sold first.\n

The redemption fee is applicable to Fund shares purchased either directly from the Fund or through a financial intermediary, such as a broker-dealer. Transactions through financial intermediaries typically are placed with the Fund on an omnibus basis and include both purchase and sale transactions placed on behalf of multiple investors. The Fund requests that financial intermediaries assess the redemption fee on customer accounts and collect and remit the proceeds to the Fund. However, the Fund recognizes that due to operational and systems limitations, intermediaries’ methods for tracking and calculating the fee may be inadequate or differ in some respects from the Fund’s. Therefore, to the extent that financial intermediaries are unable to collect the redemption fee, the Fund may not be able to defray the expenses associated with those short-term trades made by that financial intermediary’s customers.\n

The Fund reserves the right to waive its redemption fee at its discretion when it believes such waiver is in the best interests of the Fund, including with respect to certain categories of redemptions that the Fund reasonably believes may not raise frequent trading or market timing concerns. These categories currently include, but are not limited to, the following: (i) participants in certain group

retirement plans whose processing systems are incapable of properly applying the redemption fee to underlying shareholders; (ii) redemptions resulting from certain transfers upon the death of a shareholder; (iii) redemptions by certain pension plans as required by law or by regulatory authorities; (iv) systematic withdrawals; and (v) retirement loans and withdrawals.\n

Customer Identification and Verification\n

To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account.\n

What this means to you: When you open an account, the Fund will ask your name, address, date of birth, and other information that will allow the Fund to identify you. This information is subject to verification to ensure the identity of all persons opening a mutual fund account.\n

The Fund is required by law to reject your new account application if the required identifying information is not provided.\n

In certain instances, the Fund is required to collect documents to fulfill its legal obligation. Documents provided in connection with your application will be used solely to establish and verify your identity.\n

Attempts to collect the missing information required on the application will be performed by either contacting you or, if applicable, your broker. If this information cannot be obtained within a reasonable timeframe established in the sole discretion of the Fund, your application will be rejected.\n

Upon receipt of your application in good order (or upon receipt of all identifying information required on the application), your investment will be accepted and your order will be processed at the next-determined NAV.\n

The Fund reserves the right to close or liquidate your account at the next determined NAV and remit proceeds to you via check if it is unable to verify your identity. Attempts to verify your identity will be performed within a reasonable timeframe established in the sole discretion of the Fund. Further, the Fund reserves the right to hold your proceeds until your original check clears the bank, which may take up to 15 days from the date of purchase. In such an instance, you may be subject to a gain or loss on Fund shares and will be subject to corresponding tax implications.\n

Anti-Money Laundering Program\n

Customer identification and verification is part of the Fund’s overall obligation to deter money laundering under federal law. The Fund has adopted an anti-money laundering compliance program designed to prevent the Fund from being used for money laundering or the financing of illegal activities. In this regard, the Fund reserves the right to: (i) refuse, cancel or rescind any purchase or exchange order; (ii) freeze any account and/or suspend account services; or (iii) involuntarily close your account in cases of threatening conduct or suspected fraudulent or illegal activity. These actions will be taken when, in the sole discretion of Fund management, they are deemed to be in the best interest of the Fund or in cases when the Fund is requested or compelled to do so by governmental or law enforcement authority. If your account is closed at the request of governmental or law enforcement authority, you may not receive proceeds of the redemption if the Fund is required to withhold such proceeds.\n

Unclaimed Property\n

Each state has unclaimed property rules that generally provide for escheatment (or transfer) to the state of unclaimed property under various circumstances. Such circumstances include inactivity (e.g., no owner-initiated contact for a certain period), returned mail (e.g., when mail sent to a shareholder is returned by the post office, or “RPO,” as undeliverable), or a combination of both inactivity and returned mail. Once it flags property as unclaimed, the Fund will attempt to contact the shareholder, but if that attempt is unsuccessful, the account may be considered abandoned and escheated to the state.\n

Shareholders that reside in the state of Texas may designate a representative to receive escheatment notifications by completing and submitting a designation form that can be found on the website of the Texas Comptroller. While the designated representative does not have any rights to claim or access the shareholder’s account or assets, the escheatment period will cease if the representative communicates knowledge of the shareholder’s location and confirms that the shareholder has not abandoned his or her property. A completed designation form may be mailed to the Fund (if shares are held directly with the Fund) or to the shareholder’s financial intermediary (if shares are not held directly with the Fund).\n

More information on unclaimed property and how to maintain an active account is available through your state or by calling 866-487-9386.\n

Dividends and Distributions\n

Fund Distributions\n

Normally, the Fund distributes its net investment income and its net capital gains, if any, at least once a year. If you own Fund shares on the Fund’s record date, you will be entitled to receive the distribution.\n

Taxes

Please consult your tax advisor for specific guidance about U.S. federal, state and local tax effects of your investment in a Fund. Below is a summary of certain important U.S. federal income tax consequences of investing in a Fund. This summary is based on current tax laws, which may change. This summary does not apply to shares held in an IRA or other tax-qualified plans, which are generally not subject to current tax. Transactions relating to shares held in such accounts may, however, be taxable at some time in the future.\n

The\nFund intends to elect and intends to qualify each year for treatment as a regulated investment company (“RIC”) within the\nmeaning of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). If it meets certain minimum distribution\nrequirements, a RIC is not subject to tax at the fund level on income and gains from investments that are timely distributed to shareholders.\nHowever, the Fund’s failure to qualify as a RIC or to meet minimum distribution requirements would result, if certain relief provisions\nwere unavailable, in Fund-level taxation, thereby reducing the income available for distribution to shareholders.

At\nleast annually, the Fund intends to distribute substantially all of its net investment income and net realized capital gains, if any.\nThe dividends and distributions you receive may be subject to federal, state, and local taxation, depending upon your tax situation.\nDistributions you receive from the Fund may be taxable whether or not you reinvest them. Income distributions other than distributions\nof qualified dividend income, are generally taxable at ordinary income tax rates. Qualified dividend income is, in general, dividends\nfrom domestic corporations and from certain foreign corporations (e.g., foreign corporations incorporated in a possession of the United\nStates or eligible for benefits under certain comprehensive income tax treaties with the United 35 States or foreign corporations with\nrespect to dividends paid on the stock that is readily tradable on an established securities market in the United States). Distributions\nreported by the Fund as long-term capital gains and as qualified dividend income are generally taxable at the rates applicable to long-term\ncapital gains currently set at a maximum tax rate for individuals at 20% (lower rates apply to individuals in lower tax brackets). The\nFund’s investment strategies may limit its ability to distribute dividends eligible to be treated as qualified dividend income.\nOnce a year, the Fund (or its administrative agent) will send you a statement showing the types and total amount of distributions you\nreceived during the previous year.

You\nshould note that if you purchase shares just before a distribution, the purchase price would reflect the amount of the upcoming distribution.\nIn this case, you would be taxed on the taxable portion of the distribution received, even though, as an economic matter, the distribution\nsimply constitutes a return of your investment. This is known as “buying a dividend” and generally should be avoided by taxable\ninvestors.

Each sale or exchange of Fund shares may be a taxable event. For tax purposes, an exchange of the Fund’s shares for shares of a different fund is the same as a sale. Assuming a shareholder holds the Fund’s shares as capital assets, a sale may result in a capital gain or loss to you. The gain or loss on the sale or exchange of Fund shares generally will be treated as short-term capital gain or loss if you held the shares 12 months or less, or as long-term capital gain or loss if you held the shares for longer. Any loss realized upon a taxable disposition of Fund shares held for six months or less will be treated as long-term, rather than short-term, to the extent of any long-term capital gain distributions received (or deemed received) by you with respect to the Fund shares. All or a portion of any loss realized upon a taxable disposition of Fund shares will be disallowed if you purchase other substantially identical shares within 30 days before or after the disposition. In such a case, the basis of the newly purchased shares will be adjusted to reflect the disallowed loss.\n

U.S.\nindividuals generally are subject to a 3.8% tax on the lesser of their “net investment income,” which includes interest,\ndividends, and certain capital gains (including certain capital gain distributions and capital gains realized on the sale of shares of\nthe Fund) and the amount by which their modified adjusted gross income exceeds $250,000 for married individuals filing jointly and qualifying\nsurviving spouses, $125,000 for married individuals filing separately, and $200,000 for other individuals. This 3.8% tax also applies\nto all or a portion of the undistributed net investment income of certain shareholders that are estates and trusts.

The\nFund (or its administrative agent) must report to the Internal Revenue Service (“IRS”) and furnish to Fund shareholders cost\nbasis information for Fund shares. In addition to reporting the gross proceeds from the sale of Fund shares, the Fund (or its administrative\nagent) is also required to report the cost basis information for such shares and indicate whether these shares had a short-term or long-term\nholding period. For each sale of Fund shares, the Fund will permit shareholders to elect from among several IRS-accepted cost basis methods,\nincluding the average cost basis method. In the absence of an election, the Fund will use the average cost basis method as the default\ncost basis method. The cost basis method elected by a Fund shareholder (or the cost basis method applied by default) for each sale of\nFund shares may not be changed after the settlement date of each such sale of Fund shares. Fund shareholders should consult their tax\nadvisors to determine the best IRS-accepted cost basis method for their tax situation and to obtain more information about how cost basis\nreporting applies to them. Shareholders also should carefully review the cost basis information provided to them and make any additional\nbasis, holding period or other adjustments that are required when reporting these amounts on their federal income tax returns.

To\nthe extent the Fund invests in foreign securities, it may be subject to foreign withholding taxes with respect to dividends or interest\nthe Fund receives from sources in foreign countries. If more than 50% of the total assets of the Fund at the close of its taxable year\nconsists of stock or securities in foreign corporations, the Fund will be eligible to elect to treat some of those taxes as a distribution\nto shareholders, which may, subject to applicable limitations, allow shareholders to offset some of their U.S. federal income tax. The\nFund (or its administrative agent) will notify you if it makes such an election and provide you with the information necessary to reflect\nforeign taxes paid on your income tax return.

The\nFund (or its administrative agent) will be required to withhold at the 24% backup withholding rate (as “backup withholding”)\non certain reportable payments to the shareholder if (1) the shareholder fails to furnish a taxpayer identification number in the required\nmanner, (2) the Fund is notified that the taxpayer identification number furnished by the shareholder is incorrect or, with respect to\nreportable interest or dividend payments, (3) the Fund is notified that the shareholder is subject to backup withholding because of underreporting\nof interest or dividends, or (4) the shareholder fails to certify, when required, that the shareholder is not subject to backup withholding.\nBackup withholding generally will not apply to a shareholder that properly establishes its foreign status under applicable IRS documentation\nrequirements.

Because\neach shareholder’s tax situation is different, you should consult your tax advisor about the tax implications of an investment\nin the Fund. The foregoing discussion summarizes some of the consequences under current federal tax law of an investment in the Fund.\nIt is not a substitute for personal tax advice. Consult your personal tax advisor about the potential tax consequences to you of an investment\nin the Fund under all tax laws applicable to you.

More information about taxes is included in the SAI.\n

Additional Information\n

The Trust enters into contractual arrangements with various parties, including, among others, the Fund’s investment adviser, custodian, transfer agent, accountant, administrator and distributor, who provide services to the Fund. Shareholders are not parties to, or intended (or “third-party”) beneficiaries of, any of those contractual arrangements, and those contractual arrangements are not intended

to create in any individual shareholder or group of shareholders any right to enforce the terms of the contractual arrangements against the service providers or to seek any remedy under the contractual arrangements against the service providers, either directly or on behalf of the Trust.\n

This prospectus and the SAI provide information concerning the Trust and the Fund that you should consider in determining whether to purchase shares of the Fund. The Fund may make changes to this information from time to time. Neither this prospectus, the SAI or any document filed as an exhibit to the Trust’s registration statement, is intended to, nor does it, give rise to an agreement or contract between the Trust or the Fund and any shareholder, or give rise to any contract or other rights in any individual shareholder, group of shareholders or other person other than any rights conferred explicitly by federal or state securities laws that may not be waived.\n

Financial Highlights\n

Because the Fund has not commenced operations as of the date of this prospectus, financial highlights for the Fund are not available.\n

The Advisors’ Inner Circle Fund II\n

TSW INTERNATIONAL EQUITY FUND\n

Investment Adviser\n

Thompson, Siegel & Walmsley LLC
\n6641 West Broad Street, Suite 600
\nRichmond, VA 23230 \n

Distributor\n

SEI Investments Distribution Co.
\nOne Freedom Valley Drive
\nOaks, Pennsylvania 19456 \n

Legal Counsel\n

Morgan, Lewis & Bockius LLP
\n2222 Market Street
\nPhiladelphia, Pennsylvania 19103\n

More information about the Fund is available, without charge, through the following: \n

Statement of Additional Information (“SAI”): The SAI, dated November 3, 2026, as it may be amended from time to time, includes detailed information about the Fund and The Advisors’ Inner Circle Fund II. The SAI is on file with the U.S. Securities and Exchange Commission (the “SEC”) and is incorporated by reference into this prospectus. This means that the SAI, for legal purposes, is a part of this prospectus.\n

Annual and Semi-Annual Reports (When Available): Additional information about the Fund’s investments will be available in the Fund’s annual and semi-annual reports to shareholders and in Form N-CSR filed with the SEC. In the Fund’s annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance during its last fiscal year. In Form N-CSR, you will find the Fund’s annual and semi-annual financial statements.\n

To Obtain an SAI, Annual or Semi-Annual Report, Fund Financial Statements, or More Information:\n

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

By Telephone:	866-487-9386
By Mail:	TSW\n International Equity Fund \nAttn: SEI Transfer Agency & Registrar Services, Inc \nPO Box\n 1284 \nOaks, PA 19456
By Internet:	The\n Fund does not currently have a website, but you can obtain the SAI, Annual or Semi-Annual\n Report, Fund Financial Statements, or More Information by mail or telephone.

From the SEC: You can also obtain the SAI or the Annual and Semi-Annual Reports (when available), as well as other information about The Advisors’ Inner Circle Fund II, from the EDGAR Database on the SEC’s website at: http://www.sec.gov. You may also obtain this information, upon payment of a duplicating fee, by e-mailing the SEC at the following address: publicinfo@sec.gov.\n

The Trust’s Investment Company Act registration number is 811-07102.\n

TSW-PS-001-0100

STATEMENT OF ADDITIONAL\nINFORMATION

TSW INTERNATIONAL\nEQUITY FUND

Institutional Class Shares TSWWX

Investor Class Shares TSWGX

a series of THE ADVISORS’\nINNER CIRCLE FUND II

November 3, 2026

Investment Adviser:

THOMPSON, SIEGEL &\nWALMSLEY LLC

This Statement of Additional Information (the\n“SAI”) is not a prospectus. This SAI is intended to provide additional information regarding the activities and operations\nof The Advisors’ Inner Circle Fund II (the “Trust”) and the TSW International Equity Fund (the “Fund”).\nThis SAI is incorporated by reference into and should be read in conjunction with the Fund’s prospectus dated November 3, 2026,\nas it may be amended from time to time (the “Prospectus”). Capitalized terms not defined herein are defined in the Prospectus.\nShareholders may obtain copies of the Prospectus, the Fund’s annual or semi-annual report, and other information such as the Fund’s\nfinancial statements, when available, free of charge by writing to the Fund at TSW International Equity Fund, Attn: SEI Transfer Agency\n& Registrar Services, Inc., PO Box 1284, Oaks, Pennsylvania 19456 or by calling the Fund at 866-487-9386.

TABLE\nOF CONTENTS

THE TRUST	S-1
DESCRIPTION OF PERMITTED\n INVESTMENTS	S-2
INVESTMENT LIMITATIONS	S-27
THE ADVISER	S-29
THE PORTFOLIO MANAGERS	S-30
THE ADMINISTRATOR	S-31
THE DISTRIBUTOR	S-32
PAYMENTS TO FINANCIAL INTERMEDIARIES	S-32
THE TRANSFER AGENT	S-33
THE CUSTODIAN	S-34
INDEPENDENT REGISTERED PUBLIC\n ACCOUNTING FIRM	S-34
LEGAL COUNSEL	S-34
SECURITIES\n LENDING	S-34
FINANCIAL INDUSTRY\n RELATIONSHIPS	S-34
TRUSTEES AND OFFICERS OF\n THE TRUST	S-34
PURCHASING AND REDEEMING\n SHARES	S-44
DETERMINATION OF NET ASSET\n VALUE	S-44
TAXES	S-47
FUND TRANSACTIONS	S-55
PORTFOLIO HOLDINGS	S-57
DESCRIPTION OF SHARES	S-58
SHAREHOLDER LIABILITY	S-59
LIMITATION OF TRUSTEES’\n LIABILITY	S-59
PROXY VOTING	S-59
CODES OF ETHICS	S-59
PRINCIPAL SHAREHOLDERS AND\n CONTROL PERSONS	S-60
APPENDIX A – DESCRIPTION\n OF RATINGS	A-1
APPENDIX B – PROXY\n VOTING POLICIES AND PROCEDURES	B-1

\n\n \n \n

November 3, 2026

TSW-SX-001-0100

THE TRUST

General. The\nFund is a separate series of the Trust. The Trust is an open-end investment management company established under Massachusetts law as\na Massachusetts voluntary association (commonly known as a business trust) under a Declaration of Trust dated July 24, 1992, as amended\nand restated as of February 18, 2004 and August 10, 2004 and amended May 15, 2012 and September 26, 2022 (the “Declaration of Trust”). \nThe Declaration of Trust permits the Trust to offer separate series (“funds”) of shares of beneficial interest (“shares”).\nThe Trust reserves the right to create and issue shares of additional funds. Each fund is a separate mutual fund or exchange traded\nfund (\"ETF\"), and each share of each fund represents an equal proportionate interest in that fund. All consideration received by the Trust\nfor shares of any fund and all assets of such fund belong solely to that fund and would be subject to liabilities related thereto. Each\nfund of the Trust pays its: (i) operating expenses, including fees of its service providers, expenses of preparing prospectuses, proxy\nsolicitation material and reports to shareholders, costs of custodial services and registering its shares under federal and state securities\nlaws, pricing and insurance expenses, brokerage costs, interest charges, taxes and organization expenses; and (ii) pro rata share of the\nfund’s other expenses, including audit and legal expenses. Expenses attributable to a specific fund shall be payable solely out\nof the assets of that fund. Expenses not attributable to a specific fund are allocated across all of the funds on the basis of relative\nnet assets. The other funds of the Trust are described in one or more separate statements of additional information.

Description of Multiple\nClasses of Shares. The Trust is authorized to offer shares of the Fund in Institutional\nClass Shares and Investor Class Shares. The different classes provide for variations in distribution expenses, shareholder servicing fees\nand in the minimum initial investment requirements. Minimum investment requirements and investor eligibility are described in the Prospectus. \nFor more information on distribution expenses and shareholder servicing fees, see “Payments to Financial Intermediaries” in\nthis SAI. The Trust reserves the right to create and issue additional classes of shares.

Voting Rights. \nEach shareholder of record is entitled to one vote for each share held on the record date for the meeting. The Fund will\nvote separately on matters relating solely to it. As a Massachusetts voluntary association, the Trust is not required, and does not intend,\nto hold annual meetings of shareholders. Approval of shareholders will be sought, however, for certain changes in the operation of the\nTrust and for the election of members of the Trust’s Board of Trustees (each, a “Trustee” and collectively, the “Board”)\nunder certain circumstances. Under the Declaration of Trust, the Trustees have the power to liquidate the Fund without shareholder approval.\nWhile the Trustees have no present intention of exercising this power, they may do so if the Fund fails to reach a viable size within\na reasonable amount of time or for such other reasons as may be determined by the Board.

In addition, a Trustee may be removed by the remaining\nTrustees or by shareholders at a special meeting called upon written request of shareholders owning at least 10% of the outstanding shares\nof the Trust. In the event that such a meeting is requested, the Trust will provide appropriate assistance and information to the\nshareholders requesting the meeting.

Any series of the Trust created on or after February\n18, 2004 may reorganize or merge with one or more other series of the Trust or of another investment company. Any such reorganization\nor merger shall be pursuant to the terms and conditions specified in an agreement and plan of reorganization authorized and approved by\nthe Trustees and entered into by the relevant series in connection therewith. In addition, such reorganization or merger may be authorized\nby vote of a majority

S-1

of the Trustees then in office and, to the extent\npermitted by applicable law and the Declaration of Trust, without the approval of shareholders of any series.

DESCRIPTION OF PERMITTED INVESTMENTS

The Fund’s investment objective and principal\ninvestment strategies are described in the Prospectus. The following information supplements, and should be read in conjunction with,\nthe Prospectus.

The Fund is classified as a “diversified”\ninvestment company under the 1940 Act. This means that with respect to 75% of its total assets, the Fund may not purchase securities of\nany issuer (other than obligations of, or guaranteed by, the U.S. government or its agencies or instrumentalities, or securities of other\ninvestment companies) if, as a result, more than 5% of the Fund’s total assets would be invested in the securities of such issuer,\nor more than 10% of the issuer’s voting securities would be held by the Fund. Under applicable federal securities laws, the diversification\nof a mutual fund’s holdings is measured at the time a fund purchases a security. If the Fund holds securities that perform well\non a relative basis, the value of those securities could appreciate such that the value of the Fund’s securities that constitute\nmore than 5% of the Fund’s total assets, in the aggregate, might exceed 25% of the Fund’s total assets. In these circumstances,\nthe Adviser might determine that it is in the best interests of the Fund’s shareholders not to reduce one or more of the Fund’s\nholdings in securities that constitute more than 5% of the Fund’s total assets. If the Adviser makes such a determination, the Fund’s\nholdings in such securities would continue to exceed 25% of the Fund’s total assets, and the Fund would not purchase any additional\nshares of securities that constituted more than 5% of the Fund’s total assets. The Fund would continue to qualify as a diversified\nfund under applicable federal securities laws. If more than 25% of the Fund’s assets were invested, in the aggregate, in securities\nof issuers that individually represented more than 5% of the Fund’s total assets, the Fund would be subject to the risk that its\nperformance could be disproportionately affected by the performance of such securities.

The following are descriptions of the Fund’s\npermitted investments and investment practices and the associated risk factors. The Fund may invest in any of the following instruments\nor engage in any of the following investment practices unless such investment or activity is inconsistent with or is not permitted by\nthe Fund’s stated investment policies, including those stated below.

American Depositary\nReceipts. American Depositary Receipts (“ADRs”) as well as other “hybrid”\nforms of ADRs, including European Depositary Receipts (“EDRs”) and Global Depositary Receipts (“GDRs”), are certificates\nevidencing ownership of shares of a foreign issuer. These certificates are issued by depository banks and generally trade on an\nestablished market in the United States or elsewhere. A custodian bank or similar financial institution in the issuer’s home country\nholds the underlying shares in trust. The depository bank may not have physical custody of the underlying securities at all times and\nmay charge fees for various services, including forwarding dividends and interest and corporate actions. ADRs are alternatives to\ndirectly purchasing the underlying foreign securities in their national markets and currencies. ADRs are subject to many of the risks\nassociated with investing directly in foreign securities. EDRs are similar to ADRs, except that they are typically issued by European\nbanks or trust companies.

ADRs can be sponsored or unsponsored. While\nthese types are similar, there are differences regarding a holder’s rights and obligations and the practices of market participants.\nA depository may establish an unsponsored facility without participation by (or acquiescence of) the underlying issuer; typically, however,\nthe depository requests a letter of non-objection from the underlying issuer prior to establishing the facility. Holders of unsponsored\ndepositary receipts generally bear all the costs of the facility. The depository usually charges fees upon the deposit and withdrawal\nof the underlying

S-2

securities, the conversion of dividends into U.S.\ndollars or other currency, the disposition of non-cash distributions, and the performance of other services. Sponsored depositary receipt\nfacilities are created in generally the same manner as unsponsored facilities, except that sponsored depositary receipts are established\njointly by a depository and the underlying issuer through a deposit agreement. The deposit agreement sets out the rights and responsibilities\nof the underlying issuer, the depository, and the depositary receipt holders. With sponsored facilities, the underlying issuer typically\nbears some of the costs of the depositary receipts (such as dividend payment fees of the depository), although most sponsored depositary\nreceipts holders may bear costs such as deposit and withdrawal fees. Depositories of most sponsored depositary receipts agree to distribute\nnotices of shareholder meetings, voting instructions, and other shareholder communications and information to the depositary receipt holders\nat the underlying issuer’s request. The depository of an unsponsored facility frequently is under no obligation to distribute shareholder\ncommunications received from the issuer of the deposited security or to pass through, to the holders of the receipts, voting rights with\nrespect to the deposited securities.

Cash Positions. \nThe Fund may not always stay fully invested. For example, when the Adviser believes that market conditions are unfavorable for\nprofitable investing, or when it is otherwise unable to locate attractive investment opportunities, the Fund’s cash or similar investments\nmay increase. In other words, cash or similar investments generally are a residual – they represent the assets that remain after\nthe Fund has committed available assets to desirable investment opportunities. When the Fund’s investments in cash or similar investments\nincrease, the Fund may not participate in market advances or declines to the same extent that they would if they remained more fully invested,\nand the Fund’s ability to achieve its investment objective may be affected.

It is impossible to predict when, or for how long,\nthe Fund will use these alternative strategies. There can be no assurance that such strategies will be successful.

Equity Securities. \nEquity securities represent ownership interests in a company and consist of common stocks, preferred stocks, warrants to acquire common\nstock, and securities convertible into common stock. Investments in equity securities in general are subject to market risks that\nmay cause their prices to fluctuate over time. Fluctuations in the value of equity securities in which the Fund invests will cause the\nnet asset value of the Fund to fluctuate. The Fund purchases equity securities traded in the U.S. on registered exchanges or the over-the-counter\nmarket. Equity securities are described in more detail below:

▪ \nCommon Stock. Common stock represents an equity or ownership interest in an issuer. \nIn the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds and preferred stock take precedence over the\nclaims of those who own common stock.

▪ \nAlternative Entity Securities. Alternative entity securities are the securities of entities\nthat are formed as limited partnerships, limited liability companies, business trusts or other non-corporate entities that are similar\nto common or preferred stock of corporations.

▪ \nPreferred Stock. Preferred stock represents an equity or ownership interest in an\nissuer that pays dividends at a specified rate and that has precedence over common stock in the payment of dividends. In the event\nan issuer is liquidated or declares bankruptcy, the claims of owners of bonds take precedence over the claims of those who own preferred\nand common stock.

S-3

▪ \nRights and Warrants. A right is a privilege granted to existing shareholders of a\ncorporation to subscribe to shares of a new issue of common stock before it is issued. Rights normally have a short life, usually two\nto four weeks, are freely transferable and entitle the holder to buy the new common stock at a lower price than the public offering price.\nWarrants are securities that are usually issued together with a debt security or preferred stock and that give the holder the right to\nbuy proportionate amount of common stock at a specified price. Warrants are freely transferable and are traded on major exchanges. Unlike\nrights, warrants normally have a life that is measured in years and entitles the holder to buy common stock of a company at a price that\nis usually higher than the market price at the time the warrant is issued. Corporations often issue warrants to make the accompanying\ndebt security more attractive.

An investment in warrants and\nrights may entail greater risks than certain other types of investments. Generally, rights and warrants do not carry the right to receive\ndividends or exercise voting rights with respect to the underlying securities, and they do not represent any rights in the assets of the\nissuer. In addition, their value does not necessarily change with the value of the underlying securities, and they cease to have value\nif they are not exercised on or before their expiration date. Investing in rights and warrants increases the potential profit or loss\nto be realized from the investment as compared with investing the same amount in the underlying securities.

▪ \nConvertible Securities. Convertible securities are bonds, debentures, notes, preferred\nstocks or other securities that may be converted or exchanged (by the holder or by the issuer) into shares of the underlying common stock\n(or cash or securities of equivalent value) at a stated exchange ratio. A convertible security may also be called for redemption\nor conversion by the issuer after a particular date and under certain circumstances (including a specified price) established upon issue. \nIf a convertible security held by the Fund is called for redemption or conversion, the Fund could be required to tender it for redemption,\nconvert it into the underlying common stock, or sell it to a third party.

Convertible securities generally\nhave less potential for gain or loss than common stocks. Convertible securities generally provide yields higher than the underlying common\nstocks, but generally lower than comparable non-convertible securities. Because of this higher yield, convertible securities generally\nsell at a price above their “conversion value,” which is the current market value of the stock to be received upon conversion. \nThe difference between this conversion value and the price of convertible securities will vary over time depending on changes in the value\nof the underlying common stocks and interest rates. When the underlying common stocks decline in value, convertible securities will tend\nnot to decline to the same extent because of the interest or dividend payments and the repayment of principal at maturity for certain\ntypes of convertible securities. However, securities that are convertible other than at the option of the holder generally do not\nlimit the potential for loss to the same extent as securities convertible at the option of the holder. When the underlying common\nstocks rise in value, the value of convertible securities may also be expected to increase. At the same time, however, the difference\nbetween the market value of convertible securities and their conversion value will narrow, which means that the value of convertible securities\nwill generally not increase to the same extent as the value of the underlying common stocks. Because convertible securities may also be\ninterest-rate sensitive, their value may increase as interest rates fall and decrease as interest rates rise. Convertible securities\nare also subject to credit risk, and are often lower-quality securities.

▪ \nSmall and Medium Capitalization Issuers. Investing\nin equity securities of small and medium capitalization companies often involves greater risk than is customarily associated with investments\nin larger capitalization companies. This increased risk may be due to the greater business risks of smaller size, limited markets\nand financial resources, narrow product lines and frequent lack of depth of management. The securities of smaller companies are\noften traded in the over-the-counter market and even if listed on a national securities exchange may not be traded in volumes typical\n

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for that exchange. Consequently,\nthe securities of smaller companies are less likely to be liquid, may have limited market stability, and may be subject to more abrupt\nor erratic market movements than securities of larger, more established growth companies or the market averages in general.

Foreign Securities.\nForeign securities include equity securities of foreign entities, obligations of foreign branches of U.S. banks and of foreign\nbanks, including, without limitation, European Certificates of Deposit, European Time Deposits, European Bankers’ Acceptances, Canadian\nTime Deposits, Europaper and Yankee Certificates of Deposit, and investments in Canadian Commercial Paper and foreign securities. \nThese instruments have investment risks that differ in some respects from those related to investments in obligations of U.S. domestic\nissuers. Such risks include future adverse political and economic developments, the possible imposition of withholding taxes on\ninterest or other income, possible seizure, nationalization, or expropriation of foreign deposits, the possible establishment of exchange\ncontrols or taxation at the source, greater fluctuations in value due to changes in exchange rates, or the adoption of other foreign governmental\nrestrictions which might adversely affect the payment of principal and interest on such obligations. Such investments may also entail\nhigher custodial fees and sales commissions than domestic investments. Foreign issuers of securities or obligations are often subject\nto accounting treatment and engage in business practices different from those respecting domestic issuers of similar securities or obligations. \nForeign branches of U.S. banks and foreign banks may be subject to less stringent reserve requirements than those applicable to domestic\nbranches of U.S. banks.

Investments in Emerging\nMarkets. Investing in emerging markets involves additional risks and special considerations not typically associated with investing\nin other more established economies or markets. Such risks may include (i) increased risk of nationalization or expropriation of assets\nor confiscatory taxation; (ii) greater social, economic and political uncertainty, including war; (iii) higher dependence on exports and\nthe corresponding importance of international trade; (iv) greater volatility, less liquidity and smaller capitalization of markets; (v)\ngreater volatility in currency exchange rates; (vi) greater risk of inflation; (vii) greater controls on foreign investment and limitations\non realization of investments, repatriation of invested capital and on the ability to exchange local currencies for U.S. dollars; (viii)\nincreased likelihood of governmental involvement in and control over the economy; (ix) governmental decisions to cease support of economic\nreform programs or to impose centrally planned economies; (x) differences in auditing and financial reporting standards which may result\nin the unavailability of material information about issuers; (xi) less extensive regulation of the markets; (xii) longer settlement periods\nfor transactions and less reliable clearance and custody arrangements; (xiii) less developed corporate laws regarding fiduciary duties\nof officers and directors and the protection of investors; (xiv) certain considerations regarding the maintenance of the Fund’s\nsecurities with local brokers and securities depositories and (xv) the imposition of withholding or other taxes on dividends, interest,\ncapital gains, other income or gross sale or disposition proceeds.

Repatriation of investment income, assets and the\nproceeds of sales by foreign investors may require governmental registration and/or approval in some emerging market countries. The Fund\ncould be adversely affected by delays in or a refusal to grant any required governmental registration or approval for such repatriation\nor by withholding taxes imposed by emerging market countries on interest or dividends paid on securities held by the Fund or gains from\nthe disposition of such securities.

In emerging markets, there is often less government\nsupervision and regulation of business and industry practices, stock exchanges, over-the-counter markets, brokers, dealers, counterparties\nand issuers than in other more established markets. Any regulatory supervision that is in place may be subject to manipulation or control.\nSome emerging market countries do not have mature legal systems comparable to those of more developed countries. Moreover, the process\nof legal and

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regulatory reform may not be proceeding at the same\npace as market developments, which could result in investment risk. Legislation to safeguard the rights of private ownership may not yet\nbe in place in certain areas, and there may be the risk of conflict among local, regional and national requirements. In certain cases,\nthe laws and regulations governing investments in securities may not exist or may be subject to inconsistent or arbitrary appreciation\nor interpretation. Both the independence of judicial systems and their immunity from economic, political or nationalistic influences remain\nlargely untested in many countries. The Fund may also encounter difficulties in pursuing legal remedies or in obtaining and enforcing\njudgments in local courts.

Investment Funds. \nSome emerging countries currently prohibit direct foreign investment in the securities of their companies. Certain emerging countries,\nhowever, permit indirect foreign investment in the securities of companies listed and traded on their stock exchanges through investment\nfunds that they have specifically authorized. Investments in these investment funds are subject to the provisions of the 1940 Act. If\nthe Fund invests in such investment funds, shareholders will bear not only their proportionate share of the Fund’s expenses (including\noperating expenses and the fees of the Adviser), but also will indirectly bear similar expenses of the underlying investment funds. In\naddition, these investment funds may trade at a premium over their net asset value.

Risks of Foreign\nSecurities: Foreign securities, foreign currencies, and securities issued by U.S. entities with substantial foreign operations\nmay involve significant risks in addition to the risks inherent in U.S. investments.

▪ \nPolitical and Economic Factors - Local political, economic, regulatory, or social instability,\nmilitary action or unrest, or adverse diplomatic developments may affect the value of foreign investments. Listed below are some\nof the more important political and economic factors that could negatively affect an investment in foreign securities:

▪ \nThe economies of foreign countries may differ from the economy of the United States in such areas as growth of gross national product,\nrate of inflation, capital reinvestment, resource self-sufficiency, budget deficits and national debt;

▪ \nForeign governments sometimes participate to a significant degree, through ownership interests or regulation, in their respective\neconomies. Actions by these governments could significantly influence the market prices of securities and payment of dividends;

▪ \nThe economies of many foreign countries are dependent on international trade and their trading partners and they could be severely\naffected if their trading partners were to enact protective trade barriers and economic conditions;

▪ \nThe internal policies of a particular foreign country may be less stable than in the United States. Other countries face\nsignificant external political risks, such as possible claims of sovereignty by other countries or tense and sometimes hostile border\nclashes;

▪ \nA foreign government may act adversely to the interests of U.S. investors, including expropriation or nationalization of assets,\nconfiscatory taxation and other restrictions on U.S. investment. A country may restrict or control foreign investments in its securities\nmarkets. These restrictions could limit the Fund’s ability to invest in a particular country or make it very expensive for\nthe Fund to invest in that country. Some countries require prior governmental approval, limit the types or amount of securities\nor companies

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in which a foreigner can invest,\nor may restrict the ability of foreign investors to repatriate their investment income and capital gains; and

▪ \nPeriodic U.S. Government restrictions on investments in issuers from certain foreign countries may result in the Fund having to\nsell such prohibited securities at inopportune times. Such prohibited securities may have less liquidity as a result of such U.S. Government\ndesignation and the market price of such prohibited securities may decline, which may cause the Fund to incur losses.

Given the increasing interdependence among global\neconomies and markets, conditions in one country, region or market might adversely affect financial conditions or issuers in other countries,\nregions or markets. For example, on January 31, 2020, the United Kingdom (the “UK”) formally withdrew from the European Union\n(the “EU”) (commonly referred to as “Brexit”). Following a transition period, the UK and the EU signed a post-Brexit\ntrade agreement governing their future economic relationship on December 30, 2020. This agreement became effective on a provisional basis\non January 1, 2021 and formally entered into force on May 1, 2021. While the full impact of Brexit is unknown, Brexit has already resulted\nin volatility in European and global markets. The effects of Brexit on the UK and EU economies and the broader global economy could be\nsignificant, resulting in negative impacts, such as business and trade disruptions, increased volatility and illiquidity, and potentially\nlower economic growth of markets in the UK, EU and globally, which could negatively impact the value of the Fund’s investments.\nBrexit could also lead to legal uncertainty and politically divergent national laws and regulations while the new relationship between\nthe UK and EU is further defined and the UK determines which EU laws to replace or replicate. Additionally, depreciation of the British\npound sterling and/or the euro in relation to the U.S. dollar following Brexit could adversely affect Fund investments denominated in\nthe British pound sterling and/or the euro, regardless of the performance of the investment.

In addition, on February 24, 2022, Russian military\nforces invaded Ukraine, significantly amplifying already existing geopolitical tensions among Russia, Ukraine, Europe, NATO, and the West.\nFollowing Russia’s actions, various countries, including the U.S., Canada, the UK, Germany, and France, as well as the EU, issued\nbroad-ranging economic sanctions against Russia. The sanctions consist of the prohibition of trading in certain Russian securities and\nengaging in certain private transactions, the prohibition of doing business with certain Russian corporate entities, large financial institutions,\nofficials and oligarchs, and the freezing of Russian assets. The extent and duration of the war in Ukraine and the longevity and severity\nof sanctions remain unknown, but they could have a significant adverse impact on the European economy as well as the price and availability\nof certain commodities, including oil and natural gas, throughout the world. These sanctions, and the resulting disruption of the Russian\neconomy, may cause volatility in other regional and global markets and may negatively impact the performance of various sectors and industries,\nas well as companies in other countries, which could have a negative effect on the performance of the Fund, even if the Fund does not\nhave direct exposure to securities of Russian issuers.

Whether or not the Fund invests in securities of\nissuers located in Europe or with significant exposure to European issuers or countries, these events could negatively affect the value\nand liquidity of the Fund’s investments due to the interconnected nature of the global economy and capital markets.

Similarly, armed conflict between Israel and Hamas\nand other militant groups in the Middle East and related events could cause significant market disruptions and volatility. This conflict\ncould disrupt regional trade and supply chains, potentially affecting U.S. businesses with exposure to the region. Additionally, the Middle\nEast plays a pivotal role in the global energy sector, and prolonged instability could impact oil prices, leading to increased costs for\nbusinesses and consumers. These

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and any related events could significantly impact\nthe Fund’s performance and the value of an investment in the Fund, even if the Fund does not have direct exposure to affected issuers.

▪ \nInformation and Supervision - There is generally less publicly available information about\nforeign companies than companies based in the United States. For example, there are often no reports and ratings published about\nforeign companies comparable to the ones written about U.S. companies. Foreign companies are typically not subject to uniform accounting,\nauditing and financial reporting standards, practices and requirements comparable to those applicable to U.S. companies. The lack of comparable\ninformation makes investment decisions concerning foreign companies more difficult and less reliable than those concerning domestic companies.

▪ \nStock Exchange and Market Risk - The Adviser anticipates that in most cases an exchange\nor over-the-counter market located outside of the United States will be the best available market for foreign securities. Foreign stock\nmarkets, while growing in volume and sophistication, are generally not as developed as the markets in the United States. Foreign\nstock markets tend to differ from those in the United States in a number of ways.

Foreign\nstock markets:

▪ \nAre generally more volatile than, and not as developed or efficient as, those in the United States;

▪ \nHave substantially less volume;

▪ \nTrade securities that tend to be less liquid and experience rapid and erratic price movements;

▪ \nHave generally higher commissions and are subject to set minimum rates, as opposed to negotiated rates;

▪ \nEmploy trading, settlement and custodial practices less developed than those in U.S. markets; and

▪ \nMay have different settlement practices, which may cause delays and increase the potential for failed settlements.

Foreign\nmarkets may offer less protection to shareholders than U.S. markets because:

▪ \nForeign accounting, auditing, and financial reporting requirements may render a foreign corporate balance sheet more difficult\nto understand and interpret than one subject to U.S. law and standards;

▪ \nAdequate public information on foreign issuers may not be available, and it may be difficult to secure dividends and information\nregarding corporate actions on a timely basis;

▪ \nIn general, there is less overall governmental supervision and regulation of securities exchanges, brokers, and listed companies\nthan in the United States;

▪ \nOver-the-counter markets tend to be less regulated than stock exchange markets and, in certain countries, may be totally unregulated;

▪ \nEconomic or political concerns may influence regulatory enforcement and may make it difficult for shareholders to enforce their\nlegal rights; and

▪ \nRestrictions on transferring securities within the United States or to U.S. persons may make a particular security less liquid\nthan foreign securities of the same class that are not subject to such restrictions.

▪ \nForeign Currency Risk - While the Fund denominates its net asset value in U.S. dollars,\nthe securities of foreign companies are frequently denominated in foreign currencies. Thus, a change in the value of a foreign currency\n

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against the U.S. dollar will result in a corresponding\nchange in value of securities denominated in that currency. Some of the factors that may impair the investments denominated\nin a foreign currency are:

▪ \nIt may be expensive to convert foreign currencies into U.S. dollars and vice versa;

▪ \nComplex political and economic factors may significantly affect the values of various currencies, including the U.S. dollar, and\ntheir exchange rates;

▪ \nGovernment intervention may increase risks involved in purchasing or selling foreign currency options, forward contracts and futures\ncontracts, since exchange rates may not be free to fluctuate in response to other market forces;

▪ \nThere may be no systematic reporting of last sale information for foreign currencies or regulatory requirement that quotations\navailable through dealers or other market sources be firm or revised on a timely basis;

▪ \nAvailable quotation information is generally representative of very large round-lot transactions in the inter-bank market and thus\nmay not reflect exchange rates for smaller odd-lot transactions (less than $1 million) where rates may be less favorable; and

▪ \nThe inter-bank market in foreign currencies is a global, around-the-clock market. To the extent that a market is closed while the\nmarkets for the underlying currencies remain open, certain markets may not always reflect significant price and rate movements.

▪ \nTaxes - Certain foreign governments levy withholding taxes on dividend and interest income.\nAlthough in some countries it is possible for the Fund to recover a portion of these taxes, the portion that cannot be recovered will\nreduce the income the Fund receives from its investments.

▪ \nEmerging Markets - Investing in emerging markets may magnify the risks of foreign investing.\nSecurity prices in emerging markets can be significantly more volatile than those in more developed markets, reflecting the greater uncertainties\nof investing in less established markets and economies. In particular, countries with emerging markets may:

▪ \nHave relatively unstable governments;

▪ \nPresent greater risks of nationalization of businesses, restrictions on foreign ownership and prohibitions on the repatriation\nof assets;

▪ \nOffer less protection of property rights than more developed countries; and

▪ \nHave economies that are based on only a few industries, may be highly vulnerable to changes in local or global trade conditions,\nand may suffer from extreme and volatile debt burdens or inflation rates.

Local securities markets may trade a small number\nof securities and may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of holdings\ndifficult or impossible at times.

Investment in the\nPeople’s Republic of China (“China”). China is an emerging market, and as a result, investments in securities\nof companies organized and listed in China may be subject to liquidity constraints and significantly higher volatility, from time to time,\nthan investments in securities of more developed markets. China may be subject to considerable government intervention and varying degrees\nof economic, political and social instability. These factors may result in,

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among other things, a greater risk of stock market,\ninterest rate, and currency fluctuations, as well as inflation. Accounting, auditing and financial reporting standards in China are different\nfrom U.S. standards and, therefore, disclosure of certain material information may not be made, may be less available, or may be less\nreliable. It may also be difficult or impossible for the Fund to obtain or enforce a judgment in a Chinese court. In addition, periodically\nthere may be restrictions on investments in Chinese companies. For example, on November 12, 2020, the President of the United States signed\nan Executive Order (the “November 2020 Executive Order”) prohibiting U.S. persons from purchasing or investing in publicly-traded\nsecurities of companies identified by the U.S. Government as “Communist Chinese military companies” or in instruments that\nare derivative of, or are designed to provide investment exposure to, those companies. In addition, on August 9, 2023, the President of\nthe United States signed an Executive Order (the “August 2023 Executive Order” and, together with the November 2020 Executive\nOrder, the “Executive Orders”) directing the U.S. Department of the Treasury (the “Treasury”) to promulgate regulations\nrequiring notification of, or restricting, investments in China in certain categories of national security technologies, including semiconductors\nand microelectronics, quantum information, and certain artificial intelligence technologies. On October 28, 2024, the Treasury released\na final rule implementing the China-focused outbound investment program introduced by the August 2023 Executive Order.

The universe of securities affected by the Executive\nOrders and any related rules can change from time to time. As a result of an increase in the number of investors looking to sell\nsuch securities, or because of an inability to participate in an investment that the Adviser otherwise believes is attractive, the Fund\nmay incur losses. Certain securities that are or become designated as prohibited securities may have less liquidity as a result of such\ndesignation and the market price of such prohibited securities may decline, potentially causing losses to the Fund. In addition, the market\nfor securities of other Chinese-based issuers may also be negatively impacted, resulting in reduced liquidity and price declines.

Additionally, the economy of China is in a state\nof transition from a planned economy to a more market oriented economy and investments may be sensitive to changes in law and regulation\ntogether with political, social or economic policy which includes possible government intervention.

The Fund may incur losses due to limited investment\ncapabilities, or may not be able to fully implement or pursue its investment objective or strategy, due to local investment restrictions,\nilliquidity of the Chinese domestic securities market, and/or delay or disruption in execution and settlement of trades.

Investments in China\nA Shares. The Fund may invest in A Shares of companies based in China through the Shanghai-Hong Kong Stock Connect program\nor Shenzhen-Hong Kong Stock Connect program (collectively, “Stock Connect”) subject to any applicable regulatory limits. In\naddition to shares of listed companies, eligible securities under Stock Connect include certain Exchange-Traded Funds (ETFs) listed on\nthe Shanghai Stock Exchange (SSE) and Shenzhen Stock Exchange (SZSE). Stock Connect is a securities trading and clearing linked program\ndeveloped by Hong Kong Exchanges and Clearing Limited (“HKEx”), the Hong Kong Securities Clearing Company Limited (“HKSCC”),\nSSE, SZSE and China Securities Depository and Clearing Corporation Limited (“ChinaClear”) with the aim of achieving mutual\nstock market access between China and Hong Kong. This program allows institutional investors to trade certain SSE-listed or SZSE-listed\nChina A Shares through their Hong Kong based brokers. All Hong Kong and overseas investors in Stock Connect will trade and settle SSE\nor SZSE securities in the offshore Renminbi (“CNH”) only. The Fund will be exposed to any fluctuation in the exchange rate\nbetween the U.S. Dollar and CNH in respect of such investments.

By seeking to invest in the domestic securities markets\nof China via Stock Connect, the Fund is subject to the following additional risks:

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▪ \nGeneral Risks. The relevant regulations are relatively untested and subject to change.\nThere is no certainty as to how they will be applied, which could adversely affect the Fund. The program requires use of new information\ntechnology systems which may be subject to operational risk due to the program’s cross-border nature. If the relevant systems fail\nto function properly, trading in both Hong Kong and Chinese markets through the program could be disrupted.

Stock Connect will only operate\non days when both the Chinese and Hong Kong markets are open for trading and when banks in both markets are open on the corresponding\nsettlement days. There may be occasions when it is a normal trading day for the Chinese market but Stock Connect is not trading. As a\nresult, the Fund may be subject to the risk of price fluctuations in China A Shares when the Fund cannot carry out any China A Shares\ntrading.

▪ \nForeign Shareholding Restrictions. The trading, acquisition, disposal and holding of\nsecurities under Stock Connect are subject at all times to applicable law, which imposes purchasing and holding limits. These limitations\nand restrictions may have the effect of restricting an investor’s ability to purchase, subscribe for or hold any China A Shares\nor to take up any entitlements in respect of such shares, or requiring an investor to reduce its holding in any securities, whether generally\nor at a particular point of time, and whether by way of forced sale or otherwise. As such, investors may incur loss arising from such\nlimitations, restrictions and/or forced sale.

▪ \nClearing and Settlement Risk. HKSCC and ChinaClear have established the clearing links\nand each will become a participant of each other to facilitate clearing and settlement of cross-boundary trades. For cross-boundary trades\ninitiated in a market, the clearing house of that market will on one hand clear and settle with its own clearing participants and on the\nother hand undertake to fulfill the clearing and settlement obligations of its clearing participants with the counterparty clearing house.

In the event ChinaClear defaults,\nHKSCC’s liabilities under its market contracts with clearing participants may be limited to assisting clearing participants with\nclaims. It is anticipated that HKSCC will act in good faith to seek recovery of the outstanding stocks and monies from ChinaClear through\navailable legal channels or the liquidation of ChinaClear. Regardless, the process of recovery could be delayed and the Fund may not fully\nrecover its losses or its Stock Connect securities.

▪ \nLegal/Beneficial Ownership. Where securities are held in custody on a cross-border\nbasis there are specific legal and beneficial ownership risks linked to the compulsory requirements of the local central securities depositaries,\nHKSCC and ChinaClear.

As in other emerging markets,\nthe legislative framework is only beginning to develop the concept of legal/formal ownership and of beneficial ownership or interest in\nsecurities. In addition, HKSCC, as nominee holder, does not guarantee the title to Stock Connect securities held through it and is under\nno obligation to enforce title or other rights associated with ownership on behalf of beneficial owners. Consequently, the courts may\nconsider that any nominee or custodian as registered holder of Stock Connect securities would have full ownership thereof, and that those\nStock Connect securities would form part of the pool of assets of such entity available for distribution to creditors of such entities\nand/or that a beneficial owner may have no rights whatsoever in respect thereof. Consequently, neither the Fund nor its custodian can\nensure that the Fund’s ownership of these securities or title thereto is assured.

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To the extent that HKSCC is deemed\nto be performing safekeeping functions with respect to assets held through it, it should be noted that the Fund and its custodian will\nhave no legal relationship with HKSCC and no direct legal recourse against HKSCC in the event that the Fund suffers losses resulting from\nthe performance or insolvency of HKSCC. In the event that the Fund suffers losses due to the negligence, or willful default, or insolvency\nof HKSCC, the Fund may not be able to institute legal proceedings, file any proof of claim in any insolvency proceeding or take any similar\naction. In the event of the insolvency of HKSCC, the Fund may not have any proprietary interest in the PRC A-Shares traded through the\nStock Connect program and may be an unsecured general creditor in respect of any claim the Fund may have in respect of them. Consequently,\nthe value of the Fund’s investment in PRC A-Shares and the amount of its income and gains could be adversely affected.\nIn the event that the Fund suffers losses due to the negligence, or willful default, or insolvency of HKSCC, the Fund may not be\nable to institute legal proceedings, file any proof of claim in any insolvency proceeding or take any similar action. In the event of\nthe insolvency of HKSCC, the Fund may not have any proprietary interest in the China A Shares traded through the Stock Connect program\nand may be an unsecured general creditor in respect of any claim the Fund may have in respect of them. Consequently, the value of the\nFund’s investment in China A Shares and the amount of its income and gains could be adversely affected.

▪ \nOperational Risk. The HKSCC provides clearing, settlement, nominee functions and other\nrelated services in respect of trades executed by Hong Kong market participants. Chinese regulations which include certain restrictions\non selling and buying will apply to all market participants. In the case of a sale, pre-delivery of shares to the broker is required,\nincreasing counterparty risk. As a result, the Fund may not be able to purchase and/or dispose of holdings of China A Shares in a timely\nmanner.

▪ \nDay Trading Restrictions. Day (turnaround) trading is not permitted through Stock Connect.\nInvestors buying A Shares on day T can only sell the shares on and after day T+1 subject to any Stock Connect rules.

▪ \nQuota Limitations. The Stock Connect program is subject to daily quota limitations\nwhich may restrict the Fund’s ability to invest in China A Shares through the program on a timely basis.

▪ \nInvestor Compensation. The Fund will not benefit from the China Securities Investor\nProtection Fund in mainland China. The China Securities Investor Protection Fund is established to pay compensation to investors in the\nevent that a securities company in mainland China is subject to compulsory regulatory measures (such as dissolution, closure, bankruptcy,\nand administrative takeover by the China Securities Regulatory Commission). Since the Fund is carrying out trading of China A-Shares through\nsecurities brokers in Hong Kong, but not mainland China brokers, therefore, it is not protected by the China Securities Investor Protection\nFund.

That said, if the Fund suffers\nlosses due to default matters of its securities brokers in Hong Kong in relation to the investment of China A-Shares through the Stock\nConnect program, it would be compensated by Hong Kong’s Investor Compensation Fund.

Tax within China. Uncertainties\nin Chinese tax rules governing taxation of income and gains from investments in A Shares via Stock Connect could result in unexpected\ntax liabilities for the Fund. The Fund’s investments in securities, including A Shares, issued by Chinese companies may cause the\nFund to become subject to withholding and other taxes imposed by China.

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If the Fund were considered to be a tax resident\nof China, it would be subject to Chinese corporate income tax at the rate of 25% on its worldwide taxable income. If the Fund were considered\nto be a non-resident enterprise with a “permanent establishment” in China, it would be subject to Chinese corporate income\ntax of 25% on the profits attributable to the permanent establishment. The Adviser intends to operate the Fund in a manner that will prevent\nit from being treated as a tax resident of China and from having a permanent establishment in China. It is possible, however, that China\ncould disagree with that conclusion, or that changes in Chinese tax law could affect the Chinese corporate income tax status of the Fund.

China generally imposes withholding income tax at\na rate of 10% on dividends, premiums, interest and capital gains originating in China and paid to a company that is not a resident of\nChina for tax purposes and that has no permanent establishment in China. The withholding is in general made by the relevant Chinese tax\nresident company making such payments. In the event the relevant Chinese tax resident company fails to withhold the relevant Chinese withholding\nincome tax or otherwise fails to pay the relevant withholding income tax to Chinese tax authorities, the competent tax authorities may,\nat their sole discretion, impose tax obligations on the Fund.

The Ministry of Finance, the State Taxation Administration\nand the China Securities Regulatory Commission issued Caishui No. 81 on October 31, 2014 (“Notice 81”) and Caishui [2016]\nNo. 127 on November 5, 2016 (“Notice 127”), both of which state that the capital gain from disposal of China A Shares by foreign\ninvestors enterprises via Stock Connect will be temporarily exempt from withholding income tax. Notice 81 and Notice 127 also state that\nthe dividends derived from A Shares by foreign investors enterprises is subject to a 10% withholding income tax.

There is no indication of how long the temporary\nexemption will remain in effect and the Fund may be subject to such withholding income tax in the future. If, in the future, China begins\napplying tax rules regarding the taxation of income from investments through Stock Connect and/or begins collecting capital gains taxes\non such investments, the Fund could be subject to withholding income tax liability if the Fund determines that such liability cannot be\nreduced or eliminated by applicable tax treaties. The Chinese tax authorities may in the future issue further guidance in this regard\nand with potential retrospective effect. The negative impact of any such tax liability on the Fund’s return could be substantial.

In light of the uncertainty as to how gains or income\nthat may be derived from the Fund’s investments in China will be taxed, the Fund reserves the right to provide for withholding tax\non such gains or income and withhold tax for the account of the Fund. Withholding tax may already be withheld at a broker/custodian level.

Any tax provision, if made, will be reflected in\nthe net asset value of the Fund at the time the provision is used to satisfy tax liabilities. If the actual applicable tax levied by the\nChinese tax authorities is greater than that provided for by the Fund so that there is a shortfall in the tax provision amount, the net\nasset value of the Fund may suffer as the Fund will have to bear additional tax liabilities. In this case, then existing and new shareholders\nin the Fund will be disadvantaged. If the actual applicable tax levied by Chinese tax authorities is less than that provided for by the\nFund so that there is an excess in the tax provision amount, shareholders who redeemed Fund shares before the Chinese tax authorities’\nruling, decision or guidance may have been disadvantaged as they would have borne any loss from the Fund’s overprovision. In this\ncase, the then existing and new shareholders in the Fund may benefit if the difference between the tax provision and the actual taxation\nliability can be returned to the account of the Fund as assets thereof. Any excess in the tax provision amount shall be treated as property\nof the Fund, and shareholders who previously transferred or redeemed their Fund shares will not be entitled or have any right to claim\nany part of the amount representing the excess.

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Stamp duty under the Chinese laws generally applies\nto the execution and receipt of taxable documents, which include contracts for the sale of A Shares traded on Chinese stock exchanges.\nCurrently, stamp duty is imposed only on the seller (and not the purchaser) at a rate of 0.05% of the transaction value, following the\n50% reduction effective from August 28, 2023, as jointly announced by the Ministry of Finance and the State Taxation Administration. Furthermore,\npursuant to prevailing regulations of the Ministry of Finance and the State Taxation Administration, the Fund will not be required to\npay stamp duty arising from the transactions of SSE-listed and SZSE-listed ETFs for Northbound Trading Link under the Stock Connect.

The Fund may also potentially be subject to Chinese\nvalue added tax at the rate of 6% on capital gains derived from trading of A Shares and interest income (if any). Existing guidance provides\na temporary value added tax exemption for Hong Kong and overseas investors in respect of their gains derived from the trading of Chinese\nsecurities through Stock Connect. Because there is no indication how long the temporary exemption will remain in effect, the Fund may\nbe subject to such value added tax in the future. In addition, corresponding local surcharges, including urban maintenance and construction\ntax (currently at rates ranging from 1% to 7%), educational surcharge (currently at the rate of 3%) and local educational surcharge (currently\nat the rate of 2%) (collectively, the “surtaxes”) are imposed based on value added tax liabilities, so if the Fund were liable\nfor value added tax it would also be required to pay the applicable surtaxes.

The Chinese rules for taxation of Stock Connect are\nevolving, and certain of the tax regulations to be issued by the State Taxation Administration and the Ministry of Finance to clarify\nthe subject matter may apply retrospectively, even if such rules are adverse to the Fund and its shareholders. The imposition of taxes,\nparticularly on a retrospective basis, could have a material adverse effect on the Fund’s returns. Before further guidance is issued\nand is well established in the administrative practice of the Chinese tax authorities, the practices of the Chinese tax authorities that\ncollect Chinese taxes relevant to the Fund may differ from, or be applied in a manner inconsistent with, the practices with respect to\nthe analogous investments described herein or any further guidance that may be issued. The value of the Fund’s investment in China\nand the amount of its income and gains could be adversely affected by an increase in tax rates or change in the taxation basis.

The above information is only a general summary of\nthe potential Chinese tax consequences that may be imposed on the Fund and its shareholders either directly or indirectly and should not\nbe taken as a definitive, authoritative or comprehensive statement of the relevant matter. Shareholders should seek their own tax advice\non their tax position with regard to their investment in the Fund.

The Chinese government has implemented a number of\ntax reform policies in recent years. The current tax laws and regulations may be revised or amended in the future. Any revision or amendment\nin tax laws and regulations may affect the after-taxation profit of Chinese companies and foreign investors in such companies, such as\nthe Fund.

Money Market Securities. \nMoney market securities include: short-term U.S. government securities; custodial receipts evidencing separately traded interest\nand principal components of securities issued by the U.S. Treasury; commercial paper rated in the highest short-term rating category by\na nationally recognized statistical ratings organization (“NRSRO”), such as S&P Global Ratings (“S&P”)\nor Moody’s Investor Services (“Moody’s”), or determined by the Adviser to be of comparable quality at the time\nof purchase; short‑term bank obligations (certificates of deposit, time deposits and bankers’ acceptances) of U.S. commercial\nbanks with assets of at least $1 billion as of the end of their most recent fiscal year; and repurchase agreements involving such securities. \nEach of these money market securities are described below. For a description of ratings, see “Appendix A – Description of\nRatings” to this SAI.

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U.S. Government Securities. \nThe Fund may invest in U.S. Government securities. Securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities\ninclude U.S. Treasury securities, which are backed by the full faith and credit of the U.S. Treasury and which differ only in their interest\nrates, maturities, and times of issuance. U.S. Treasury bills have initial maturities of one-year or less; U.S. Treasury notes have initial\nmaturities of one to ten years; and U.S. Treasury bonds generally have initial maturities of greater than ten years. U.S. Treasury notes\nand bonds typically pay coupon interest semi-annually and repay the principal at maturity. Certain U.S. Government securities are issued\nor guaranteed by agencies or instrumentalities of the U.S. Government including, but not limited to, obligations of U.S. Government agencies\nor instrumentalities such as the Federal National Mortgage Association (“Fannie Mae”), the Government National Mortgage Association\n(“Ginnie Mae”), the Small Business Administration, the Federal Home Loan Banks, the Tennessee Valley Authority, the Export-Import\nBank of the United States, the Commodity Credit Corporation, the Federal Financing Bank, the National Credit Union Administration\nand the Federal Agricultural Mortgage Corporation (“Farmer Mac”).

Some obligations issued or guaranteed by U.S. government\nagencies and instrumentalities, including, for example, Ginnie Mae pass-through certificates, are supported by the full faith and credit\nof the U.S. Treasury. Other obligations issued by or guaranteed by federal agencies, such as those securities issued by Fannie Mae, are\nsupported by the discretionary authority of the U.S. government to purchase certain obligations of the federal agency. Additionally, some\nobligations are issued by or guaranteed by federal agencies, such as those of the Federal Home Loan Banks, which are supported by the\nright of the issuer to borrow from the U.S. Treasury. While the U.S. government provides financial support to such U.S. government-sponsored\nfederal agencies, no assurance can be given that the U.S. government will always do so, since the U.S. government is not so obligated\nby law. Guarantees of principal by U.S. government agencies or instrumentalities may be a guarantee\nof payment at the maturity of the obligation so that in the event of a default prior to maturity there might not be a market and thus\nno means of realizing on the obligation prior to maturity. Guarantees as to the timely payment of principal and interest do not extend\nto the value or yield of these securities nor to the value of the Fund’s shares.

On September 7, 2008, the U.S. Treasury and the Federal\nHousing Finance Agency (“FHFA”) announced a federal takeover of Fannie Mae and the Federal Home Loan Mortgage Corporation\n(“Freddie Mac”), placing the two federal instrumentalities in conservatorship. Under the takeover, the U.S. Treasury\nagreed to acquire $1 billion of senior preferred stock of each instrumentality and obtained warrants for the purchase of common stock\nof each instrumentality (the “Senior Preferred Stock Purchase Agreement” or “Agreement”). Under the Agreement,\nthe U.S. Treasury pledged to provide up to $200 billion per instrumentality as needed, including the contribution of cash capital to the\ninstrumentalities in the event their liabilities exceed their assets. This was intended to ensure that the instrumentalities maintain\na positive net worth and meet their financial obligations, preventing mandatory triggering of receivership. On December 24, 2009,\nthe U.S. Treasury announced that it was amending the Agreement to allow the $200 billion cap on the U.S. Treasury’s funding commitment\nto increase as necessary to accommodate any cumulative reduction in net worth through the end of 2012.

On August 17, 2012, the U.S. Treasury announced that\nit was again amending the Agreement to terminate the requirement that Fannie Mae and Freddie Mac each pay a 10% annual dividend. Instead,\nthe companies will transfer to the U.S. Treasury on a quarterly basis all profits earned during a quarter that exceed a capital reserve\namount. The capital reserve amount was $3 billion in 2013, and decreased by $600 million in each subsequent year through 2017. It is believed\nthat this amendment put Fannie Mae and Freddie Mac in a better position to service their debt because it eliminated the need for the companies\nto have to borrow from the U.S. Treasury to make fixed dividend payments. As part of the new terms, Fannie Mae and Freddie Mac also will\nbe required to reduce their investment portfolios over time. On December 21, 2017, the U.S. Treasury announced that it was again amending\nthe Agreement to reinstate the $3 billion capital reserve amount. On September 30,

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2019, the U.S. Treasury announced that it was further\namending the Agreement, now permitting Fannie Mae and Freddie Mac to retain earnings beyond the $3 billion capital reserves previously\nallowed through the 2017 amendment.

Under a letter agreement entered into in January\n2021, each company is permitted to retain earnings and raise private capital to enable them to meet the minimum capital requirements under\nthe FHFA’s Enterprise Regulatory Capital Framework (“ERCF”). The letter agreement also permits each company to develop\na plan to exit conservatorship, but may not do so until all litigation involving the conservatorships is resolved and each company has\nthe minimum capital required by FHFA’s rules. In January 2025, the Agreement was further amended, and the prior requirement that\nall litigation involving the conservatorships be resolved before any release from conservatorship was removed. However, any release from\nconservatorship now requires the U.S. Treasury’s consent and a public market impact assessment process.

Fannie Mae and Freddie Mac are continuing to operate\nwhile in conservatorship and each remains liable for all of its obligations, including its guaranty obligations, associated with its mortgage-backed\nsecurities. The Agreement is intended to enhance each of Fannie Mae’s and Freddie Mac’s ability to meet its obligations. The\nFHFA has indicated that the conservatorship of each company will end when the director of FHFA determines that FHFA’s plan to restore\nthe company to a safe and solvent condition has been completed. Under amendments to the ERCF, Fannie Mae and Freddie Mac have published\ncapital disclosures which provide additional information about their capital position and capital requirements on a quarterly basis since\nthe first quarter of 2023 and delivered their first capital plans to FHFA in May 2023. The FHFA finalized amendments to certain provisions\nof the ERCF in November 2023 that modify various capital requirements for Freddie Mac and Fannie Mae. Should Fannie Mae and Freddie Mac\nbe taken out of conservatorship, it is unclear whether the U.S. Treasury would continue to enforce its rights or perform its obligations\nunder the Agreement. It is also unclear how the capital structure of Fannie Mae and Freddie Mac would be constructed post-conservatorship,\nand what effects, if any, the privatization of Fannie Mae and Freddie Mac will have on their creditworthiness and guarantees of certain\nmortgage-backed securities. The ERCF requires Fannie Mae and Freddie Mac, upon exit from conservatorship, to maintain higher levels of\ncapital than prior to conservatorship to satisfy their risk-based capital requirements, leverage ratio requirements and prescribed buffer\namounts. Accordingly, should the FHFA take Fannie Mae and Freddie Mac out of conservatorship, there could be an adverse impact on the\nvalue of their securities, which could cause the Fund’s investments to lose value.

U.S. Treasury Obligations. \nU.S. Treasury obligations consist of direct obligations of the U.S. Treasury, including Treasury bills, notes and bonds, and separately\ntraded interest and principal component parts of such obligations, including those transferable through the Federal book‑entry system\nknown as Separate Trading of Registered Interest and Principal of Securities (“STRIPS”). The STRIPS program lets investors\nhold and trade the individual interest and principal components of eligible Treasury notes and bonds as separate securities. Under the\nSTRIPS program, the principal and interest components are separately issued by the U.S. Treasury at the request of depository financial\ninstitutions, which then trade the component parts separately.

Commercial Paper.\nCommercial paper is the term used to designate unsecured short‑term promissory notes issued by corporations and other entities. \nMaturities on these issues vary from a few to 270 days.

Obligations of Domestic\nBanks, Foreign Banks and Foreign Branches of U.S. Banks. The Fund may invest in obligations issued by banks and other savings\ninstitutions. Investments in bank obligations include obligations of domestic branches of foreign banks and foreign branches of domestic\nbanks. Such investments in domestic branches of foreign banks and foreign branches of domestic banks may involve risks that are\ndifferent from investments in securities of domestic branches of U.S. banks. These risks may include future unfavorable political\nand economic developments, possible

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withholding taxes on interest income, seizure or\nnationalization of foreign deposits, currency controls, interest limitations, or other governmental restrictions which might affect the\npayment of principal or interest on the securities held by the Fund. Additionally, these institutions may be subject to less stringent\nreserve requirements and to different accounting, auditing, reporting and recordkeeping requirements than those applicable to domestic\nbranches of U.S. banks. Bank obligations include the following:

▪ \nBankers’ Acceptances. Bankers’\nacceptances are bills of exchange or time drafts drawn on and accepted by a commercial bank. Corporations use bankers’ acceptances\nto finance the shipment and storage of goods and to furnish dollar exchange. Maturities are generally six months or less.

▪ \nCertificates of Deposit. \nCertificates of deposit are interest-bearing instruments with a specific maturity. They are issued by banks and savings and\nloan institutions in exchange for the deposit of funds and normally can be traded in the secondary market prior to maturity. Certificates\nof deposit with penalties for early withdrawal will be considered illiquid.

▪ \nTime Deposits. Time deposits\nare non‑negotiable receipts issued by a bank in exchange for the deposit of funds. Like a certificate of deposit, it earns\na specified rate of interest over a definite period of time; however, it cannot be traded in the secondary market. Time deposits\nwith a withdrawal penalty or that mature in more than seven days are considered to be illiquid investments.

Repurchase Agreements.\n The Fund may enter into repurchase agreements with financial institutions. A repurchase agreement is an agreement under which\nthe Fund acquires a fixed income security (generally a security issued by the U.S. government or an agency thereof, a banker’s acceptance,\nor a certificate of deposit) from a commercial bank, broker, or dealer, and simultaneously agrees to resell such security to the seller\nat an agreed upon price and date (normally, the next business day). Because the security purchased constitutes collateral for the repurchase\nobligation, a repurchase agreement may be considered a loan that is collateralized by the security purchased. The acquisition of a repurchase\nagreement may be deemed to be an acquisition of the underlying securities as long as the obligation of the seller to repurchase the securities\nis collateralized fully. The Fund follows certain procedures designed to minimize the risks inherent in such agreements. These procedures\ninclude effecting repurchase transactions only with creditworthy financial institutions whose condition will be continually monitored\nby the Adviser. The repurchase agreements entered into by the Fund will provide that the underlying collateral at all times shall have\na value at least equal to 102% of the resale price stated in the agreement and consist only of securities permissible under Section 101(47)(A)(i)\nof the Bankruptcy Code (the Adviser monitors compliance with this requirement). Under all repurchase agreements entered into by the Fund,\nthe Fund’s custodian or its agents must take possession of the underlying collateral. In the event of a default or bankruptcy by\na selling financial institution, the Fund will seek to liquidate such collateral. However, the exercising of the Fund’s right to\nliquidate such collateral could involve certain costs or delays and, to the extent that proceeds from any sale upon a default of the obligation\nto repurchase were less than the repurchase price, the Fund could suffer a loss. The Fund may also enter into “tri-party”\nrepurchase agreements. In “tri-party” repurchase agreements, an unaffiliated third-party custodian maintains accounts\nto hold collateral for the Fund and its counterparties and, therefore, the Fund may be subject to the credit risk of those custodians. \nThe investments of the Fund in repurchase agreements, at times, may be substantial when, in the view of the Adviser, liquidity or other\nconsiderations so warrant.

Reverse Repurchase\nAgreements. The Fund may enter into reverse repurchase agreements, which involve the sale of securities with an agreement to repurchase\nthe securities at an agreed-upon price, date and interest payment and have the

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characteristics of borrowing. Generally, the\neffect of such a transaction is that the Fund can recover all or most of the cash invested in the portfolio securities involved during\nthe term of the reverse repurchase agreement, while the Fund will be able to keep the interest income associated with those portfolio\nsecurities. Such transactions are advantageous only if the interest cost to the Fund of the reverse repurchase transaction is less than\nthe cost of obtaining the cash otherwise. Opportunities to achieve this advantage may not always be available, and the Fund intends\nto use the reverse repurchase technique only when it will be advantageous to the Fund.

The Derivatives Rule (defined below) permits the\nFund to enter into reverse repurchase agreements and similar financing transactions, notwithstanding the limitation on the issuance of\nsenior securities in Section 18 of the 1940 Act. The Derivatives Rule permits the Fund to elect whether to treat a reverse repurchase\nagreement as a borrowing, subject to the asset coverage requirements of Section 18 of the 1940 Act, or as a derivatives transactions under\nthe Derivatives Rule.

Exchange-Traded Funds.\nThe Fund may invest in exchange-traded funds (“ETFs”). ETFs may be structured as investment companies that are registered\nunder the 1940 Act, typically as open-end funds or unit investment trusts. These ETFs are generally based on specific domestic and foreign\nmarket securities indices. An “index-based ETF” seeks to track the performance of an index by holding in its portfolio either\nthe contents of the index or a representative sample of the securities in the index. Alternatively, ETFs may be structured as grantor\ntrusts or other forms of pooled investment vehicles that are not registered or regulated under the 1940 Act. These ETFs typically hold\ncommodities, precious metals, currency or other non-securities investments. ETFs, like mutual funds, have expenses associated with their\noperation, such as advisory and custody fees. When the Fund invests in an ETF, in addition to directly bearing expenses associated with\nits own operations, including the brokerage costs associated with the purchase and sale of shares of the ETF, the Fund will bear a pro\nrata portion of the ETF’s expenses. In addition, it may be more costly to own an ETF than to directly own the securities or other\ninvestments held by the ETF because of ETF expenses. The risks of owning shares of an ETF generally reflect the risks of owning the underlying\nsecurities or other investments held by the ETF, although lack of liquidity in the market for the shares of an ETF could result in the\nETF’s value being more volatile than the underlying securities or other investments.

Initial Public Offerings\n(“IPOs”). The Fund may invest a portion of its assets in securities of companies offering shares in IPOs. IPOs may\nhave a magnified performance impact on a fund with a small asset base. The Fund may hold IPO shares for a very short period of time, which\nmay increase the turnover of the Fund’s portfolio and may lead to increased expenses for the Fund, such as commissions and transaction\ncosts. By selling IPO shares, the Fund may realize taxable gains it will subsequently distribute to shareholders. In addition, the market\nfor IPO shares can be speculative and/or inactive for extended periods of time. The limited number of shares available for trading in\nsome IPOs may make it more difficult for the Fund to buy or sell significant amounts of shares without an unfavorable impact on prevailing\nprices. Holders of IPO shares can be affected by substantial dilution in the value of their shares, by sales of additional shares and\nby concentration of control in existing management and principal shareholders.

The Fund’s investment in IPO shares may include\nthe securities of unseasoned companies (companies with less than three years of continuous operations), which presents risks considerably\ngreater than common stocks of more established companies. These companies may have limited operating histories and their prospects for\nprofitability may be uncertain. These companies may be involved in new and evolving businesses and may be vulnerable to competition and\nchanges in technology, markets and economic conditions. They may be more dependent on key managers and third parties and may have limited\nproduct lines.

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Investment Company\nShares. The Fund may invest in shares of other investment companies, to the extent permitted by applicable law, subject to certain\nrestrictions. These investment companies typically incur fees that are separate from those fees incurred directly by the Fund. The Fund’s\npurchase of such investment company securities results in the layering of expenses, such that shareholders would indirectly bear a proportionate\nshare of the operating expenses of such investment companies, including advisory fees, in addition to paying the Fund’s expenses.\n

Generally, the federal securities laws limit the\nextent to which the Fund can invest in securities of other investment companies, subject to certain exceptions. For example, Section 12(d)(1)(A)\nof the 1940 Act prohibits a fund from (i) acquiring more than 3% of the voting shares of any one investment company, (ii) investing more\nthan 5% of its total assets in any one investment company, and (iii) investing more than 10% of its total assets in all investment companies\ncombined, including its ETF investments.

The Fund may rely on Section 12(d)(1)(F) of the 1940\nAct, which provides an exemption from Section 12(d)(1) that allows the Fund to invest all of its assets in other registered funds, including\nETFs, if, among other conditions, the Fund, together with its affiliates, acquires no more than 3% of the outstanding voting stock of\nany acquired fund. The Fund may also rely on Rule 12d1-4 under the 1940 Act. Rule 12d1-4 permits the Fund to invest in other investment\ncompanies beyond the statutory limits, subject to certain conditions specified in the Rule including, among other conditions, that the\nFund and its advisory group will not control (individually or in the aggregate) an acquired fund (e.g., hold more than 25% of the outstanding\nvoting securities of an acquired fund that is a registered open-end management investment company). In addition, the Fund may be able\nto rely on certain other rules under the 1940 Act to invest in shares of money market funds or other investment companies beyond the statutory\nlimits noted above, but subject to certain conditions.

For hedging or other purposes, the Fund may invest\nin investment companies that seek to track the composition and/or performance of specific indexes or portions of specific indexes. Certain\nof these investment companies, known as ETFs, are traded on a securities exchange (see “Exchange-Traded Funds” above). \nThe market prices of index-based investments will fluctuate in accordance with changes in the underlying portfolio securities of the investment\ncompany and also due to supply and demand of the investment company’s shares on the exchange upon which the shares are traded. Index-based\ninvestments may not replicate or otherwise match the composition or performance of their specified index due to transaction costs, among\nother things.

Securities Lending.\n The Fund may lend portfolio securities to brokers, dealers and other financial organizations that meet capital and other\ncredit requirements or other criteria established by the Board. These loans, if and when made, may not exceed 33 1/3% of the total asset\nvalue of the Fund (including the loan collateral). The Fund will not lend portfolio securities to the Adviser or its affiliates unless\npermissible under the 1940 Act and the rules and promulgations thereunder. Loans of portfolio securities will be fully collateralized\nby cash, letters of credit or U.S. government securities, and the collateral will be maintained in an amount equal to at least 100% of\nthe current market value of the loaned securities by marking to market daily. Any gain or loss in the market price of the securities loaned\nthat might occur during the term of the loan would be for the account of the Fund.

The Fund may pay a part of the interest earned from\nthe investment of collateral, or other fee, to an unaffiliated third party for acting as the Fund’s securities lending agent but\nwill bear all of any losses from the investment of collateral.

By lending its securities, the Fund may increase\nits income by receiving payments from the borrower that reflect the amount of any interest or any dividends payable on the loaned securities\nas well as by either investing cash collateral received from

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the borrower in short-term instruments or obtaining\na fee from the borrower when U.S. government securities or letters of credit are used as collateral. The Fund will adhere to the following\nconditions whenever its portfolio securities are loaned: (i) the Fund must receive at least 100% cash collateral or equivalent securities\nof the type discussed above from the borrower; (ii) the borrower must increase such collateral whenever the market value of the securities\nrises above the level of such collateral; (iii) the Fund must be able to terminate the loan on demand; (iv) the Fund must receive reasonable\ninterest on the loan, as well as any dividends, interest or other distributions on the loaned securities and any increase in market value;\n(v) the Fund may pay only reasonable fees in connection with the loan (which fees may include fees payable to the lending agent, the borrower,\nthe Fund’s administrator and the Fund’s custodian); and (vi) voting rights on the loaned securities may pass to the borrower,\nprovided, however, that if a material event adversely affecting the investment occurs, the Fund must terminate the loan and regain the\nright to vote the securities. The Board has adopted procedures reasonably designed to ensure that the foregoing criteria will be met.\nLoan agreements involve certain risks in the event of default or insolvency of the borrower, including possible delays or restrictions\nupon the Fund’s ability to recover the loaned securities or dispose of the collateral for the loan, which could give rise to loss\nbecause of adverse market action, expenses and/or delays in connection with the disposition of the underlying securities.

Futures and Options\non Futures. Futures contracts provide for the future sale by one party and purchase\nby another party of a specified amount of a specific security at a specified future time and at a specified price. An option on a futures\ncontract gives the purchaser the right, in exchange for a premium, to assume a position in a futures contract at a specified exercise\nprice during the term of the option. The Fund will reduce the risk that it will be unable to close out a futures contract by only entering\ninto futures contracts that are traded on a national futures exchange regulated by the Commodities Futures Trading Commission (“CFTC”). \nThe Fund may use futures contracts and related options for: bona fide hedging; attempting to offset changes in the value of securities\nheld or expected to be acquired or be disposed of; attempting to minimize fluctuations in foreign currencies; attempting to gain exposure\nto a particular market, index or instrument; or other risk management purposes. To the extent futures and/or options on futures are employed\nby the Fund, such use will be in accordance with CFTC Rule 4.5.

Pursuant to rules adopted under the Commodity Exchange\nAct (“CEA”) by the CFTC, the Fund must operate within certain guidelines and restrictions with respect to their use of futures,\noptions on such futures, commodity options and certain swaps, or else the Adviser will be subject to registration with the CFTC as a “commodity\npool operator” (“CPO”).

Consistent with the CFTC’s regulations,\nthe Adviser, on behalf of the Fund, has filed a notice of exclusion from the definition of the term CPO under the CEA pursuant to CFTC\nRule 4.5 with respect to the Fund’s operation. Therefore, the Fund is not subject to regulation as commodity pools under the CEA\nand the Adviser is not subject to registration or regulation as a CPO under the CEA with respect to the Fund. As a result, the Fund will\nbe limited in its ability to use futures, options on such futures, commodity options and certain swaps. Complying with the limitations\nmay restrict the Adviser’s ability to implement the Fund’s investment strategies and may adversely affect the Fund’s\nperformance.

An index futures contract is a bilateral agreement\npursuant to which two parties agree to take or make delivery of an amount of cash equal to a specified dollar amount times the difference\nbetween the index value at the close of trading of the contract and the price at which the futures contract is originally struck. No physical\ndelivery of the securities comprising the index is made; generally contracts are closed out prior to the expiration date of the contract.

There are significant risks associated with the Fund’s\nuse of futures contracts and related options, including the following: (1) the success of a hedging strategy may depend on the Adviser’s\nability to predict movements in the prices of individual

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securities, fluctuations in markets and movements\nin interest rates; (2) there may be an imperfect or no correlation between the changes in market value of the securities held by the Fund\nand the prices of futures and options on futures; (3) there may not be a liquid secondary market for a futures contract or option; (4)\ntrading restrictions or limitations may be imposed by an exchange; and (5) government regulations may restrict trading in futures contracts\nand options on futures. In addition, some strategies reduce the Fund’s exposure to price fluctuations, while others tend to increase\nits market exposure.

Options. \nThe Fund may purchase and write put and call options on indices and enter into related closing transactions. A put option on a\nsecurity gives the purchaser of the option the right to sell, and the writer of the option the obligation to buy, the underlying security\nat any time during the option period. A call option on a security gives the purchaser of the option the right to buy, and the writer of\nthe option the obligation to sell, the underlying security at any time during the option period. The premium paid to the writer\nis the consideration for undertaking the obligations under the option contract.

The Fund may purchase and write put and call options\non foreign currencies (traded on U.S. and foreign exchanges or over-the-counter markets) to manage its exposure to exchange rates.

Put and call options on indices are similar to options\non securities except that options on an index give the holder the right to receive, upon exercise of the option, an amount of cash if\nthe closing level of the underlying index is greater than (or less than, in the case of puts) the exercise price of the option. This amount\nof cash is equal to the difference between the closing price of the index and the exercise price of the option, expressed in dollars multiplied\nby a specified number. Thus, unlike options on individual securities, all settlements are in cash, and gain or loss depends on price movements\nin the particular market represented by the index generally, rather than the price movements in individual securities.

The Fund may trade put and call options on securities,\nsecurities indices and currencies, as the Adviser determines is appropriate in seeking the Fund’s investment objective, and except\nas restricted by the Fund’s investment limitations. See “Investment Limitations.”

The initial purchase (sale) of an option contract\nis an “opening transaction.” In order to close out an option position, the Fund may enter into a “closing transaction,”\nwhich is simply the sale (purchase) of an option contract on the same security with the same exercise price and expiration date as the\noption contract originally opened. If the Fund is unable to effect a closing purchase transaction with respect to an option it has written,\nit will not be able to sell the underlying security until the option expires or the Fund delivers the security upon exercise.

The Fund may purchase put and call options on securities\nto protect against a decline in the market value of the securities in its portfolio or to anticipate an increase in the market value of\nsecurities that the Fund may seek to purchase in the future. The Fund pays a premium for purchasing put and call options. If price movements\nin the underlying securities are such that exercise of the options would not be profitable for the Fund, loss of the premium paid may\nbe offset by an increase in the value of the Fund’s securities or by a decrease in the cost of acquisition of securities by the\nFund.

The Fund may write covered call options on securities\nas a means of increasing the yield on its assets and as a means of providing limited protection against decreases in its market value.\nWhen the Fund writes an option, if the underlying securities do not increase or decrease to a price level that would make the exercise\nof the option profitable to the holder thereof, the option generally will expire without being exercised and the Fund will realize as\nprofit the premium received for such option. When a call option of which the Fund is the writer is exercised, the Fund will be required\nto sell the underlying securities to the option holder at the strike price, and will not participate in any increase in the price of such\n

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securities above the strike price. When a put option\nof which the Fund is the writer is exercised, the Fund will be required to purchase the underlying securities at a price in excess of\nthe market value of such securities.

The Fund may purchase and write options on an exchange\nor over-the-counter. Over-the-counter options (“OTC options”) differ from exchange-traded options in several respects. They\nare transacted directly with dealers and not with a clearing corporation, and therefore entail the risk of non-performance by the dealer.\nOTC options are available for a greater variety of securities and for a wider range of expiration dates and exercise prices than are available\nfor exchange-traded options. Because OTC options are not traded on an exchange, pricing is done normally by reference to information from\na market maker. It is the position of the U.S. Securities and Exchange Commission (the “SEC”) that OTC options are generally\nilliquid.

The market value of an option generally reflects\nthe market price of an underlying security. Other principal factors affecting market value include supply and demand, interest rates,\nthe pricing volatility of the underlying security and the time remaining until the expiration date.

Risks associated with options transactions include:\n(1) the success of a hedging strategy may depend on an ability to predict movements in the prices of individual securities, fluctuations\nin markets and movements in interest rates; (2) there may be an imperfect correlation between the movement in prices of options and the\nsecurities underlying them; (3) there may not be a liquid secondary market for options; and (4) while the Fund will receive a premium\nwhen it writes covered call options, it may not participate fully in a rise in the market value of the underlying security.

Swap Agreements. \nA swap agreement is a financial instrument that typically involves the exchange of cash flows between two parties on specified dates (settlement\ndates), where the cash flows are based on agreed-upon prices, rates, indices, etc. The nominal amount on which the cash flows are calculated\nis called the notional amount. Swap agreements are individually negotiated and structured to include exposure to a variety of different\ntypes of investments or market factors, such as interest rates, foreign currency rates, mortgage securities, corporate borrowing rates,\nsecurity prices or inflation rates.

Swap agreements may increase or decrease the overall\nvolatility of the investments of the Fund and its share price. The performance of swap agreements may be affected by a change in the specific\ninterest rate, currency, or other factors that determine the amounts of payments due to and from the Fund. If a swap agreement calls for\npayments by the Fund, the Fund must be prepared to make such payments when due. In addition, if the counterparty’s creditworthiness\ndeclined, the value of a swap agreement would be likely to decline, potentially resulting in losses.

Generally, swap agreements have a fixed maturity\ndate that will be agreed upon by the parties. The agreement can be terminated before the maturity date under certain circumstances,\nsuch as default by one of the parties or insolvency, among others, and can be transferred by a party only with the prior written consent\nof the other party. The Fund may be able to eliminate its exposure under a swap agreement either by assignment or by other disposition,\nor by entering into an offsetting swap agreement with the same party or a similarly creditworthy party. If the counterparty is unable\nto meet its obligations under the contract, declares bankruptcy, defaults or becomes insolvent, the Fund may not be able to recover the\nmoney it expected to receive under the swap agreement. The Fund will not enter into any swap agreement unless the Adviser believes that\nthe counterparty to the transaction is creditworthy.

A swap agreement can be a form of leverage, which\ncan magnify the Fund’s gains or losses.

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▪ \nEquity Swaps

In a typical equity swap, one party agrees to pay\nanother party the return on a stock, stock index or basket of stocks in return for a specified interest rate. By entering into an\nequity index swap, for example, the index receiver can gain exposure to stocks making up the index of securities without actually purchasing\nthose stocks. Equity index swaps involve not only the risk associated with investment in the securities represented in the index,\nbut also the risk that the performance of such securities, including dividends, will not exceed the return on the interest rate that the\nFund will be committed to pay.

▪ \nTotal Return Swaps

Total return swaps are contracts in which one party\nagrees to make payments of the total return from a reference instrument—which may be a single asset, a pool of assets or an index\nof assets—during a specified period, in return for payments equal to a fixed or floating rate of interest or the total return from\nanother underlying reference instrument. The total return includes appreciation or depreciation on the underlying asset, plus any\ninterest or dividend payments. Payments under the swap are based upon an agreed upon principal amount but, since the principal amount\nis not exchanged, it represents neither an asset nor a liability to either counterparty, and is referred to as notional. Total return\nswaps are marked to market daily using different sources, including quotations from counterparties, pricing services, brokers or market\nmakers. The unrealized appreciation or depreciation related to the change in the valuation of the notional amount of the swap is\ncombined with the amount due to the Fund at termination or settlement. The primary risks associated with total return swaps are\ncredit risks (if the counterparty fails to meet its obligations) and market risk (if there is no liquid market for the swap or unfavorable\nchanges occur to the underlying reference instrument).

▪ \nInterest Rate Swaps

Interest rate swaps are financial instruments that\ninvolve the exchange of one type of interest rate for another type of interest rate cash flow on specified dates in the future. \nSome of the different types of interest rate swaps are “fixed-for-floating rate swaps,” “termed basis swaps” and\n“index amortizing swaps.” Fixed-for-floating rate swaps involve the exchange of fixed interest rate cash flows for floating\nrate cash flows. Termed basis swaps entail cash flows to both parties based on floating interest rates, where the interest rate\nindices are different. Index amortizing swaps are typically fixed-for-floating rate swaps where the notional amount changes if certain\nconditions are met.

As with a traditional investment in a debt security,\nthe Fund could lose money by investing in an interest rate swap if interest rates change adversely. For example, if the Fund enters\ninto a swap where it agrees to exchange a floating rate of interest for a fixed rate of interest, the Fund may have to pay more money\nthan it receives. Similarly, if the Fund enters into a swap where it agrees to exchange a fixed rate of interest for a floating\nrate of interest, the Fund may receive less money than it has agreed to pay.

▪ \nCurrency Swaps

A currency swap is an agreement between two parties\nin which one party agrees to make interest rate payments in one currency and the other promises to make interest rate payments in another\ncurrency. The Fund may enter into a currency swap when it has one currency and desires a different currency. Typically, the interest\nrates that determine the currency swap payments are fixed, although occasionally one or both parties may pay a floating rate of interest. \nUnlike an interest rate swap, however, the principal amounts are exchanged at the beginning of the agreement and returned at the end of\nthe

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agreement. Changes in foreign exchange rates\nand changes in interest rates, as described above, may negatively affect currency swaps.

▪ \nInflation Swaps

Inflation swaps are fixed-maturity, over-the-counter\nderivatives where one party pays a fixed rate in exchange for payments tied to an inflation index, such as the Consumer Price Index. The\nfixed rate, which is set by the parties at the initiation of the swap, is often referred to as the “breakeven inflation” rate\nand generally represents the current difference between treasury yields and Treasury Inflation Protected Securities yields of similar\nmaturities at the initiation of the swap agreement. Inflation swaps are typically designated as “zero coupon,” where all cash\nflows are exchanged at maturity. The value of an inflation swap is expected to fluctuate in response to changes in the relationship between\nnominal interest rates and the rate of inflation. An inflation swap can lose value if the realized rate of inflation over the life of\nthe swap is less than the fixed market implied inflation rate (the “breakeven inflation rate”) the investor agreed to pay\nat the initiation of the swap.

▪ \nCredit Default Swaps

A credit default swap is an agreement between a “buyer”\nand a “seller” for credit protection. The credit default swap agreement may have as reference obligations one or more securities\nthat are not then held by the Fund. The protection buyer is generally obligated to pay the protection seller an upfront payment and/or\na periodic stream of payments over the term of the agreement until a credit event on a reference obligation has occurred. If no default\noccurs, the seller would keep the stream of payments and would have no payment obligations. If a credit event occurs, the seller\ngenerally must pay the buyer the full notional amount (the “par value”) of the swap.

Equity-linked Notes. \nEquity-linked notes (including participation notes and other instruments whose return is determined by the performance of a single\nequity security, a basket of equity securities or an equity index) are instruments issued by banks or broker-dealers and are designed\nto offer a return linked to a particular underlying equity or debt security, currency or market. If an equity-linked note were held to\nmaturity, the issuer would pay to, or receive from, the purchaser the difference between the nominal value of the underlying instrument\nat the time of purchase and that instrument’s value at maturity. The holder of an equity-linked note that is linked to a particular\nunderlying security or instrument may be entitled to receive any dividends paid in connection with that underlying security or instrument,\nbut typically does not receive voting rights as it would if it directly owned the underlying security or instrument. Equity-linked notes\ninvolve transaction costs. Investments in equity-linked notes involve the same risks associated with a direct investment in the underlying\nsecurity or instrument that they seek to replicate.

In addition, there can be no assurance that the value\nof equity-linked notes will equal the value of the underlying security or instrument that they seek to replicate. Equity-linked notes\nconstitute general unsecured contractual obligations of the banks or broker-dealers that issue them. Accordingly, there is counterparty\nrisk associated with these investments because the Fund is relying on the creditworthiness of such counterparty and has no rights under\nan equity-linked note against the issuer of the underlying security or instrument.

Participation Notes\n(“P-Notes”). P-Notes are participation interest notes that are issued by banks or broker-dealers and are designed to\noffer a return linked to a particular underlying equity, debt, currency or market. When purchasing a P-Note, the posting of margin is\nnot required because the full cost of the P-Note (plus commission) is paid at the time of purchase. When the P-Note matures, the issuer\nwill pay to, or receive from, the purchaser the difference between the nominal value of the underlying instrument at the time of purchase\nand that instrument’s value at maturity. Investments in P-Notes involve

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the same risks associated with a direct investment\nin the underlying foreign companies or foreign securities markets that they seek to replicate.

In addition, there can be no assurance that the trading\nprice of P-Notes will equal the underlying value of the foreign companies or foreign securities markets that they seek to replicate. The\nholder of a P-Note that is linked to a particular underlying security is entitled to receive any dividends paid in connection with an\nunderlying security or instrument. However, the holder of a P-Note does not receive voting rights as it would if it directly owned the\nunderlying security or instrument. P-Notes are generally traded over-the-counter. P-Notes constitute general unsecured contractual obligations\nof the banks or broker-dealers that issue them. There is also counterparty risk associated with these investments because the Fund is\nrelying on the creditworthiness of such counterparty and has no rights under a P-Note against the issuer of the underlying security. In\naddition, the Fund will incur transaction costs as a result of investment in P-Notes.

Government Regulation.\nThe regulation of derivatives markets in the U.S. is a rapidly changing area of law and is subject to modification by government\nand judicial action. For example, the Dodd-Frank Wall Street Reform and Consumer Protection Act, signed into law in 2010, granted significant\nnew authority to the SEC and the CFTC to impose comprehensive regulations on the over-the-counter and cleared derivatives markets. These\nregulations include, but are not limited to, mandatory clearing of certain derivatives and requirements relating to disclosure, margin\nand trade reporting. The law and regulations may negatively impact the Fund by increasing transaction and/or regulatory compliance costs,\nlimiting the availability of certain derivatives or otherwise adversely affecting the value or performance of the derivatives the Fund\ntrades.

In addition, the SEC adopted the Derivatives Rule\n(defined below) on October 28, 2020. Since its compliance date of August 19, 2022, the Derivatives Rule has replaced prior SEC and staff\nguidance with an updated, comprehensive framework for registered funds’ use of derivatives. Complying with the Derivatives Rule\nmay increase the cost of the Fund’s investments and cost of doing business, which could adversely affect investors. Other potentially\nadverse regulatory obligations can develop suddenly and without notice.

Rule 18f-4 under\nthe 1940 Act. Rule 18f-4 under the 1940 Act (the “Derivatives Rule”) provides a comprehensive framework for the use\nof derivatives by registered investment companies. The Derivatives Rule permits a registered investment company, subject to various conditions\ndescribed below, to enter into derivatives transactions and certain other transactions notwithstanding the restrictions on the issuance\nof “senior securities” under Section 18 of the 1940 Act. Section 18 of the 1940 Act, among other things, prohibits open-end\nfunds, including the Fund, from issuing or selling any “senior security,” other than borrowing from a bank (subject to a requirement\nto maintain 300% “asset coverage”).

Registered investment companies that don’t\nqualify as “limited derivatives users” as defined below, are required by the Derivatives Rule to, among other things, (i)\nadopt and implement a derivatives risk management program (“DRMP”) and new testing requirements; (ii) comply with a relative\nor absolute limit on fund leverage risk calculated based on value-at-risk (“VaR”); and (iii) comply with new requirements\nrelated to Board and U.S. Securities and Exchange Commission (the “SEC”) reporting. The DRMP is administered by a “derivatives\nrisk manager,” who is appointed by the Board and periodically reviews the DRMP and reports to the Board.

The Derivatives Rule provides an exception from the\nDRMP, VaR limit and certain other requirements for a registered investment company that limits its “derivatives exposure”\nto no more than 10% of its net assets (as calculated in accordance with the Derivatives Rule) (a “limited derivatives user”),\nprovided that the registered investment company establishes

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appropriate policies and procedures reasonably designed\nto manage derivatives risks, including the risk of exceeding the 10% “derivatives exposure” threshold.

The requirements of the Derivatives Rule may limit\nthe Fund’s ability to engage in derivatives transactions as part of its investment strategies. These requirements may also increase\nthe cost of the Fund’s investments and cost of doing business, which could adversely affect the value of the Fund’s investments\nand/or the performance of the Fund. The rule also may not be effective to limit the Fund’s risk of loss. In particular, measurements\nof VaR rely on historical data and may not accurately measure the degree of risk reflected in the Fund’s derivatives or other investments.\nThere may be additional regulation of the use of derivatives transactions by registered investment companies, which could significantly\naffect their use. The ultimate impact of the regulations remains unclear. Additional regulation of derivatives transactions may make them\nmore costly, limit their availability or utility, otherwise adversely affect their performance or disrupt markets.

Illiquid Investments.\n Illiquid investments are investments that the Fund reasonably expects cannot be sold or disposed of in current market conditions\nin seven calendar days or less without the sale or disposition significantly changing the market value of the investment. Because\nof their illiquid nature, illiquid investments must be priced at fair value as determined in good faith by the Adviser, subject to Board\noversight. Despite such good faith efforts to determine fair value prices, the Fund’s illiquid investments are subject to\nthe risk that the investment’s fair value price may differ from the actual price which the Fund may ultimately realize upon its\nsale or disposition. Difficulty in selling illiquid investments may result in a loss or may be costly to the Fund. Under the oversight\nof the Board, the Adviser determines the liquidity of the Fund’s investments. The Fund may not acquire an illiquid investment\nif, immediately after the acquisition, the Fund would have invested more than 15% of its net assets in illiquid investments that are assets.

Restricted Securities. \nRestricted securities are securities that may not be sold freely to the public absent registration under the Securities Act of\n1933, as amended (the “1933 Act”) or an exemption from registration. As consistent with the Fund’s investment\nobjective, the Fund may invest in Section 4(a)(2) commercial paper. Section 4(a)(2) commercial paper is issued in reliance on an exemption\nfrom registration under Section 4(a)(2) of the 1933 Act and is generally sold to institutional investors who purchase for investment.\nAny resale of such commercial paper must be in an exempt transaction, usually to an institutional investor through the issuer or investment\ndealers who make a market in such commercial paper.

Short Sales. Consistent\nwith the Fund’s investment objective, the Fund may engage in short sales that are either “uncovered” or “against\nthe box.” A short sale is “against the box” if at all times during which the short position is open, the Fund\nowns at least an equal amount of the securities or securities convertible into, or exchangeable without further consideration for, securities\nof the same issue as the securities that are sold short. A short sale against the box is a taxable transaction to the Fund with\nrespect to the securities that are sold short.

Uncovered short sales are transactions under which\nthe Fund sells a security it does not own. To complete such a transaction, the Fund must borrow the security to make delivery to\nthe buyer. The Fund then is obligated to replace the security borrowed by purchasing the security at the market price at the time\nof the replacement. The price at such time may be more or less than the price at which the security was sold by the Fund. \nUntil the security is replaced, the Fund is required to pay the lender amounts equal to any dividends or interest that accrue during the\nperiod of the loan. To borrow the security, the Fund also may be required to pay a premium, which would increase the cost of the\nsecurity sold. The proceeds of the short sale will be retained by the broker, to the extent necessary to meet margin requirements,\nuntil the short position is closed out.

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Special Risks of\nCyber Attacks. As with any entity that conducts business through electronic means in the modern marketplace, the Fund, and\nits service providers, may be susceptible to operational and information security risks resulting from cyber attacks. Cyber attacks include,\namong other behaviors, stealing or corrupting data maintained online or digitally, denial of service attacks on websites, the unauthorized\nmonitoring, release, misuse, loss, destruction or corruption of confidential information, unauthorized access to relevant systems, compromises\nto networks or devices that the Fund and its service providers use to service the Fund’s operations, ransomware, operational disruption\nor failures in the physical infrastructure or operating systems that support the Fund and its service providers, or various other forms\nof cyber security breaches. Cyber attacks affecting the Fund, the Adviser, the Fund’s distributor, the Fund’s custodian, or\nany other of the Fund’s intermediaries or service providers may adversely impact the Fund and its shareholders, potentially resulting\nin, among other things, financial losses or the inability of Fund shareholders to transact business. For instance, cyber attacks may interfere\nwith the processing of shareholder transactions, impact the Fund’s ability to calculate its net asset value, cause the release of\nprivate shareholder information or confidential business information, impede trading, subject the Fund to regulatory fines or financial\nlosses and/or cause reputational damage. The Fund may also incur additional costs for cyber security risk management purposes designed\nto mitigate or prevent the risk of cyber attacks. Such costs may be ongoing because threats of cyber attacks are constantly evolving as\ncyber attackers become more sophisticated and their techniques become more complex. Similar types of cyber security risks are also present\nfor issuers of securities in which the Fund may invest, which could result in material adverse consequences for such issuers and may cause\nthe Fund’s investments in such companies to lose value. There can be no assurance that the Fund, the Fund’s service providers,\nor the issuers of the securities in which the Fund invest will not suffer losses relating to cyber attacks or other information security\nbreaches in the future.

General Market and\nGeopolitical Risk. Geopolitical events, such as war (including ongoing armed conflict between Ukraine and Russia in Europe and\nIsrael and Hamas in the Middle East), terrorism, social unrest, government defaults, government shutdowns, economic uncertainty, sanctions\nor the threat of sanctions, trade disputes with key trading partners and the imposition of associated tariffs, natural and environmental\ndisasters, the spread of infectious illness, widespread disease or other public health issues such as pandemics and epidemics (including\nthose caused by COVID-19), and/or systemic market dislocations (including due to events outside of such countries or regions) have led,\nand in the future may lead, to increased short-term market volatility and may have adverse long-term effects on the U.S. and world economies\nand markets generally. Whether or not the Fund invests in securities of issuers located in countries impacted by such events, these and\nother events could negatively affect the value and liquidity of the Fund’s investments due to the interconnected nature of the global\neconomy and capital markets, which in turn could negatively impact the Fund’s performance and cause losses on your investment in\nthe Fund.

INVESTMENT LIMITATIONS

Fundamental Policies

In addition to the Fund’s investment objective,\nthe following investment limitations are fundamental policies of the Fund that cannot be changed without the consent of the holders of\na majority of such Fund’s outstanding shares. The phrase “majority of the outstanding shares” means the vote of\n(i) 67% or more of the Fund’s shares present at a meeting, if more than 50% of the outstanding shares of the Fund are present or\nrepresented by proxy, or (ii) more than 50% of the Fund’s outstanding shares, whichever is less.

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The Fund:

1. \nMay purchase securities of an issuer, except if such purchase would cause the Fund to fail to satisfy the diversification requirement\nfor a diversified management company under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute,\nrules or regulations may be amended or interpreted from time to time.

2. \nMay not concentrate investments in a particular industry or group of industries, as concentration is defined under the 1940 Act,\nthe rules and regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from\ntime to time, except that the Fund may invest without limitation in securities issued or guaranteed by the U.S. government, its agencies\nor instrumentalities and repurchase agreements involving such securities or tax-exempt obligations of state or municipal governments and\ntheir political subdivisions.

3. \nMay borrow money or issue senior securities (as defined under the 1940 Act), except as prohibited under the 1940 Act, the rules\nand regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to\ntime.

4. \nMay make loans, except as prohibited under the 1940 Act, the rules and regulations thereunder or any exemption therefrom, as such\nstatute, rules or regulations may be amended or interpreted from time to time.

5. \nMay purchase or sell commodities or real estate, except as prohibited under the 1940 Act, the rules and regulations thereunder\nor any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.

6. \nMay underwrite securities issued by other persons, except as prohibited under the 1940 Act, the rules and regulations thereunder\nor any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.

The following descriptions of certain provisions\nof the 1940 Act may assist investors in understanding the above policies and restrictions:

\n \n \n \n

Diversification.\nUnder the 1940 Act and the rules, regulations and interpretations thereunder, a “diversified company,” as to 75% of its total\nassets, may not purchase securities of any issuer (other than obligations of, or guaranteed by, the U.S. government or its agencies, or\ninstrumentalities or securities of other investment companies) if, as a result, more than 5% of its total assets would be invested in\nthe securities of such issuer, or more than 10% of the issuer’s voting securities would be held by the fund.

Concentration.\nThe 1940 Act requires that every investment company have a fundamental investment policy regarding concentration. The\nSEC has defined concentration as investing 25% or more of an investment company’s net assets in an industry or group of industries,\nwith certain exceptions. For purposes of the Fund’s concentration policy, the Fund may classify and re-classify companies in a particular\nindustry and define and re-define industries in any reasonable manner, consistent with SEC and SEC staff guidance.

Borrowing.\nThe 1940 Act presently allows a fund to borrow from any bank in an amount up to 33 1/3% of its total assets (including the amount borrowed)\nand to borrow for temporary purposes in an amount not exceeding 5% of the value of its total assets.

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Senior Securities.\nSenior securities may include any obligation or instrument issued by a fund evidencing indebtedness. The 1940 Act generally prohibits\nfunds from issuing senior securities, although the 1940 Act does provide allowances for certain borrowings. In addition, the Derivatives\nRule permits a fund to enter into derivatives transactions, notwithstanding the prohibitions and restrictions on the issuance of senior\nsecurities under the 1940 Act, provided that the fund complies with the conditions of the Derivatives Rule.

Lending.\nUnder the 1940 Act, a fund may only make loans if expressly permitted by its investment policies.

Underwriting.\nUnder the 1940 Act, underwriting securities involves a fund purchasing securities directly from an issuer for the purpose of selling (distributing)\nthem or participating in any such activity either directly or indirectly. Under the 1940 Act, a diversified fund may not make any commitment\nas underwriter, if immediately thereafter the amount of its outstanding underwriting commitments, plus the value of its investments in\nsecurities of issuers (other than investment companies) of which it owns more than 10% of the outstanding voting securities, exceeds 25%\nof the value of its total assets.

Commodities\nand Real Estate. The 1940 Act does not directly restrict an investment company’s ability to invest in commodities or real\nestate, but does require that every investment company have a fundamental investment policy governing such investments.

Except with respect to Fund policies concerning borrowing,\nif a percentage restriction is adhered to at the time of an investment, a later increase or decrease in percentage resulting from changes\nin values or assets will not constitute a violation of such restriction. With respect to the limitation on borrowing, in the event that\na subsequent change in net assets or other circumstances causes the Fund to exceed its limitation, the Fund will take steps to bring the\naggregate amount of borrowing back within the limitations within three days thereafter (not including Sundays and holidays).

THE ADVISER

General. \nThompson, Siegel & Walmsley LLC (“TSW”), headquartered at 6641 West Broad Street, Suite 600, Richmond, VA 23230, is a\nprofessional investment management firm registered with the SEC under the Investment Advisers Act of 1940, as amended. TSW provides value-oriented\ninvestment advisory and management services in the areas of domestic equity, international equity, long/short equity and fixed income\nsecurities through a range of market capitalization strategies and a variety of investment vehicles to institutions, high-net-worth individuals\nand retail channels, as well as portfolio investment management services as adviser or sub-adviser to investment companies registered\nunder the 1940 Act. The Adviser was founded in 1969 and is a Delaware limited liability company organized under the laws of the State\nof Delaware. TSW is an indirect, wholly-owned subsidiary of Perpetual Limited (“Perpetual Group”), a global financial\nservices firm listed on the Australian Securities Exchange (ASX: PPT). As of September 30, 2026, TSW had approximately $20.1 billion in\ntotal assets under management.

Advisory Agreement\nwith the Trust. The Trust and the Adviser have entered into an investment advisory\nagreement dated (the “Advisory Agreement”). Under the Advisory Agreement, the Adviser serves as the investment adviser and\nmakes investment decisions for the Fund and continuously reviews, supervises and administers the investment program of the Fund, subject\nto the oversight of, and policies established by, the Board.

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After the initial two-year term, the continuance\nof the Advisory Agreement must be specifically approved at least annually: (i) by the vote of the Trustees or by a vote of the majority\nof the outstanding voting securities of the Fund; and (ii) by the vote of a majority of the Trustees who are not parties to the Advisory\nAgreement or “interested persons” of any party thereto, cast in person at a meeting called for the purpose of voting on such\napproval. The Advisory Agreement will terminate automatically in the event of its assignment, and is terminable at any time without penalty\nby the Trustees or by a majority of the outstanding voting securities of the Fund, or by the Adviser, for any reason, on not less than\n30 days’ nor more than 60 days’ written notice to the Trust. As used in the Advisory Agreement, the terms “majority\nof the outstanding voting securities,” “interested persons” and “assignment” have the same meaning as such\nterms in the 1940 Act.

Advisory Fees Paid\nto the Adviser. For its services under the Advisory Agreement, the Adviser is entitled to a fee, which is calculated daily and\npaid monthly, at the following annual rate based on the average daily net assets of the Fund:

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

\n Fund	\n Advisory\n Fee
\n TSW International Equity\n Fund	\n 0.65%

The Adviser has contractually agreed to waive fees\nand reimburse expenses to the extent necessary to keep total annual Fund operating expenses (excluding interest, taxes, brokerage commissions\nand other costs and expenses relating to the securities that are purchased and sold by the Fund, class-specific expenses (including Distribution\n(12b-1) Fees and Shareholder Servicing Fees), dividend and interest expenses on securities sold short, acquired fund fees and expenses,\nother expenditures which are capitalized in accordance with generally accepted accounting principles, and non-routine expenses (collectively,\n“excluded expenses”)) from exceeding 0.60% of the average daily net assets of the Fund until November 3, 2027 and 0.70% of\nthe average daily net assets of the Fund until February 29, 2028.

In addition, the Adviser may receive from the\nFund the difference between the total annual Fund operating expenses (not including excluded expenses) and the applicable expense cap\nto recoup all or a portion of its prior fee waivers or expense reimbursements made during the three-year period preceding the recoupment\nif at any point total annual Fund operating expenses (not including excluded expenses) are below the applicable expense cap in effect\n(i) at the time of the fee waiver and/or expense reimbursement and (ii) at the time of the recoupment.

This agreement may be terminated: (i) by the Board,\nfor any reason at any time; or (ii) by the Adviser, upon ninety (90) days’ prior written notice to the Trust, effective as of the\nclose of business on November 3, 2027.

THE PORTFOLIO MANAGERS

This section includes information about the Fund’s\nportfolio managers, including information about other accounts managed, the dollar range of Fund shares owned and how they are compensated.

Compensation. \nTSW’s compensation strategy is to provide competitive base salaries commensurate with an individual’s responsibility\nand provide incentive bonus awards that may significantly exceed base salary. Annually, the TSW Compensation Committee is responsible\nfor determining the discretionary bonuses, utilizing an analytical and qualitative assessment process. While it is not a formulaic decision,\nfactors used to determine compensation include: overall firm

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success, investment team performance and individual\ncontribution. A portion of the bonus (up to 35%) may be deferred into TSW Funds, Perpetual stock, or a combination of the two.

Fund Shares Owned\nby Portfolio Managers. Because the Fund is new, as of the date of this SAI, the portfolio managers did not beneficially own shares\nof the Fund.

Other Accounts. \nIn addition to the Fund, certain portfolio managers may also be responsible for the day-to-day management of certain other accounts,\nas indicated by the following table. None of these accounts are subject to a performance based advisory fee. The information below is\nprovided as of June 30, 2026.

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

\n	\n Registered\n \n Investment\n Companies	\n Other\n Pooled \n Investment\n Vehicles	\n Other\n Accounts
\n Name	\n Number\n of Accounts	\n Total\n Assets (Millions)	\n Number\n of Accounts	\n Total\n Assets \n (Millions)	\n Number\n of Accounts	\n Total\n Assets (Millions)
\n Brandon H. Harrell, CFA	\n 6	\n $3,550.9	\n 4	\n $1,885.7	\n 10	\n $4,253.4
\n Stedman D. Oakey, CFA	\n 6	\n $3,550.9	\n 4	\n $1,885.7	\n 10	\n $4,253.4

Conflicts of Interest. \nTSW seeks to minimize actual or potential conflicts of interest that may arise from its management of the fund and management of non-fund\naccounts. TSW has designed and implemented policies and procedures to address (although may not eliminate) potential conflicts of interest,\nincluding, among others, performance based fees; hedge funds; aggregation, allocation, and best execution or orders; TSW’s Code\nof Ethics which requires personnel to act solely in the best interest of their clients and imposes certain restrictions on the ability\nof Access Persons to engage in personal securities transactions for their own account(s), and procedures to ensure soft dollar arrangements\nmeet the necessary requirements of Section 28(e) of the Securities Exchange Act of 1934. TSW seeks to treat all clients fairly and to\nput clients’ interests first.

THE ADMINISTRATOR

General. SEI\nInvestments Global Funds Services (the “Administrator”), a Delaware statutory trust, has its principal business offices at\nOne Freedom Valley Drive, Oaks, Pennsylvania 19456. SEI Investments Management Corporation (“SIMC”), a wholly-owned\nsubsidiary of SEI Investments Company (“SEI Investments”), is the owner of all beneficial interest in the Administrator. \nSEI Investments and its subsidiaries and affiliates, including the Administrator, are leading providers of fund evaluation services, trust\naccounting systems, and brokerage and information services to financial institutions, institutional investors, and money managers. \nThe Administrator and its affiliates also serve as administrator or sub-administrator to other funds.

Administration Agreement\nwith the Trust. The Trust and the Administrator have entered into an amended and restated administration agreement dated November\n13, 2018, as amended (the “Administration Agreement”). Under the Administration Agreement, the Administrator provides\nthe Trust with administrative services, including regulatory reporting and all necessary office space, equipment, personnel and facilities.

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The Administration Agreement provides that the Administrator\nshall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to\nwhich the Administration Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the part\nof the Administrator in the performance of its duties or from reckless disregard by it of its duties and obligations thereunder.

Administration Fees\nPaid to the Administrator. For its services under the Administration Agreement, the Administrator is paid a fee, which varies\nbased on the average daily net assets of the Fund, subject to certain minimums.

THE DISTRIBUTOR

General. The\nTrust and SEI Investments Distribution Co. (the “Distributor”), a wholly-owned subsidiary of SEI Investments and an affiliate\nof the Administrator, are parties to a distribution agreement dated January 28, 1993, as amended and restated November 14, 2005 and as\namended August 30, 2010, November 13, 2018 and December 13, 2022 (the “Distribution Agreement”), whereby the Distributor acts\nas principal underwriter for the Trust’s shares. The principal business address of the Distributor is One Freedom Valley Drive,\nOaks, Pennsylvania 19456.

The continuance of the Distribution Agreement must\nbe specifically approved at least annually (i) by the vote of the Trustees or by a vote of the majority of the outstanding voting securities\nof the Trust and (ii) by the vote of a majority of the Trustees who are not “interested persons” of the Trust and have no\ndirect or indirect financial interest in the operations of the Distribution Agreement or any related agreement, cast in person at a meeting\ncalled for the purpose of voting on such approval. The Distribution Agreement will terminate automatically in the event of its assignment\n(as such term is defined in the 1940 Act), and is terminable at any time without penalty by the Board or by a majority of the outstanding\nvoting securities of the Trust, or by the Distributor, upon not less than 60 days’ written notice to the other party.

PAYMENTS TO FINANCIAL INTERMEDIARIES

Shareholder Servicing\nPlan. The Fund has adopted a shareholder servicing plan under which the Fund may pay a shareholder servicing fee to financial\nintermediaries in an amount not to exceed 0.15% of the average daily net assets of the Fund’s Investor Class Shares. Under the plan,\nfinancial intermediaries may perform, or may compensate other financial intermediaries for performing, certain shareholder and/or administrative\nservices or similar non-distribution services, including: (i) maintaining shareholder accounts; (ii) arranging for bank wires; (iii) responding\nto shareholder inquiries relating to the services performed by the financial intermediaries; (iv) responding to inquiries from shareholders\nconcerning their investment in the Fund; (v) assisting shareholders in changing dividend options, account designations and addresses;\n(vi) providing information periodically to shareholders showing their position in the Fund; (vii) forwarding shareholder communications\nfrom the Fund such as proxies, shareholder reports, annual reports, and dividend and capital gain distribution and tax notices to shareholders;\n(viii) processing purchase, exchange and redemption requests from shareholders and placing orders with the Fund or its service providers;\n(ix) providing sub-accounting services; (x) processing dividend and capital gain payments from the Fund on behalf of shareholders; (xi)\npreparing tax reports; and (xii) providing such other similar non-distribution services as the Fund may reasonably request to the extent\nthat the financial intermediary is permitted to do so under applicable laws or regulations.

Other Payments by\nthe Fund. The Fund may enter into agreements with financial intermediaries pursuant\nto which the Fund may pay financial intermediaries for non-distribution-related sub-transfer agency, administrative, sub-accounting, and\n

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other shareholder services. Payments made pursuant\nto such agreements are generally based on either (1) a percentage of the average daily net assets of Fund shareholders serviced by a financial\nintermediary, or (2) the number of Fund shareholders serviced by a financial intermediary.

Payments by the Adviser. \nThe Adviser and/or its affiliates, in their discretion, may make payments from their own resources and not from Fund assets to\naffiliated or unaffiliated brokers, dealers, banks (including bank trust departments), trust companies, registered investment advisers,\nfinancial planners, retirement plan administrators, insurance companies, and any other institution having a service, administration, or\nany similar arrangement with the Fund, its service providers or their respective affiliates, as incentives to help market and promote\nthe Fund and/or in recognition of their distribution, marketing, administrative services, and/or processing support.

These additional payments may be made to financial\nintermediaries that sell Fund shares or provide services to the Fund, the Distributor or shareholders of the Fund through the financial\nintermediary’s retail distribution channel and/or fund supermarkets. Payments may also be made through the financial intermediary’s\nretirement, qualified tuition, fee-based advisory, wrap fee bank trust, or insurance (e.g., individual or group annuity) programs. These\npayments may include, but are not limited to, placing the Fund in a financial intermediary’s retail distribution channel or on a\npreferred or recommended fund list; providing business or shareholder financial planning assistance; educating financial intermediary\npersonnel about the Fund; providing access to sales and management representatives of the financial intermediary; promoting sales of Fund\nshares; providing marketing and educational support; maintaining share balances and/or for sub-accounting, administrative or shareholder\ntransaction processing services. A financial intermediary may perform the services itself or may arrange with a third party to perform\nthe services.

The Adviser and/or its affiliates may also make payments\nfrom their own resources to financial intermediaries for costs associated with the purchase of products or services used in connection\nwith sales and marketing, participation in and/or presentation at conferences or seminars, sales or training programs, client and investor\nentertainment and other sponsored events. The costs and expenses associated with these efforts may include travel, lodging, sponsorship\nat educational seminars and conferences, entertainment and meals to the extent permitted by law.

Revenue sharing payments may be negotiated based\non a variety of factors, including the level of sales, the amount of Fund assets attributable to investments in the Fund by financial\nintermediaries’ customers, a flat fee or other measures as determined from time to time by the Adviser and/or its affiliates. A\nsignificant purpose of these payments is to increase the sales of Fund shares, which in turn may benefit the Adviser through increased\nfees as Fund assets grow.

Investors should understand that some financial intermediaries\nmay also charge their clients fees in connection with purchases of shares or the provision of shareholder services.

THE TRANSFER AGENT

SEI Transfer Agency and Registry Services, Inc.,\nOne Freedom Valley Drive, Oaks, Pennsylvania 19456 (the “Transfer Agent”), serves as the Fund’s transfer agent and dividend\ndisbursing agent under a transfer agency agreement with the Trust.

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THE CUSTODIAN

Brown Brothers Harriman & Co., 40 Water Street,\nBoston, Massachusetts 02109 (the “Custodian”), acts as custodian of the Fund. The Custodian holds cash, securities and other\nassets of the Fund as required by the 1940 Act.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING\nFIRM

Cohen & Company, Ltd., 1835 Market Street, Suite\n310, Philadelphia, Pennsylvania 19103 serves as independent registered public accounting firm for the Fund.

LEGAL COUNSEL

Morgan, Lewis & Bockius LLP, 2222 Market Street,\nPhiladelphia, Pennsylvania 19103, serves as legal counsel to the Trust.

SECURITIES LENDING

Because the Fund is new, as of the date of this SAI,\nthe Fund has not engaged in securities lending activities.

FINANCIAL INDUSTRY\nRELATIONSHIPS

SEI Investments, along with its subsidiaries and\naffiliates (including, but not limited to, the Administrator, the Distributor and SIMC) (collectively, “SEI”), provides a\nrange of services to various financial market participants and has a broad network of relationships with financial services companies,\nincluding investment funds, asset managers, broker-dealers and other intermediaries, accounting firms, banks and transfer agents. Although\nSEI’s various business units largely operate independently of one another, their customers and relationships may, and often will,\noverlap. For example, a particular asset manager might be a sub-adviser to an investment fund that is managed primarily by SIMC, may sponsor\na fund that is registered on the Advisors’ Inner Circle platform, and/or may manage a fund in which SEI Investments is an investor\n(with its own capital). From time to time, one SEI business unit may introduce or refer a third-party to another SEI business unit for\nadditional potential services. These various relationships may give rise to actual or perceived conflicts of interest. However, understanding\nthe duties and responsibilities that SEI owes its customers under law and under contract, SEI keeps such actual or perceived conflicts\nof interest front-of-mind on an ongoing basis and, where appropriate, works with the compliance function, as well as internal and external\ncounsel, to identify and mitigate or eliminate such conflicts, including through appropriate disclosure to applicable governing boards.

TRUSTEES AND OFFICERS\nOF THE TRUST

Board Responsibilities.\nThe management and affairs of the Trust and its series, including the Fund described in this SAI, are overseen by the Trustees. \nThe Board has approved contracts, as described above, under which certain companies provide essential management services to the Trust.\n

Like most funds, the day-to-day business of the Trust,\nincluding the management of risk, is performed by third party service providers, such as the Adviser, the Distributor and the Administrator. \nThe Trustees are responsible for overseeing the Trust’s service providers and, thus, have oversight responsibility with respect\nto risk management performed by those service providers. Risk management seeks to identify and address risks, i.e.,\nevents or circumstances that could have material

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adverse effects on the business, operations, shareholder\nservices, investment performance or reputation of the funds. The funds and their service providers employ a variety of processes,\nprocedures and controls to identify various possible events or circumstances, to lessen the probability of their occurrence and/or to\nmitigate the effects of such events or circumstances if they do occur. Each service provider is responsible for one or more discrete\naspects of the Trust’s business (e.g., the Adviser is responsible for the day-to-day management of the Fund’s portfolio investments)\nand, consequently, for managing the risks associated with that business. The Board has emphasized to the funds’ service providers\nthe importance of maintaining vigorous risk management.

The Trustees’ role in risk oversight begins\nbefore the inception of a fund, at which time certain of the fund’s service providers present the Board with information concerning\nthe investment objectives, strategies and risks of the fund as well as proposed investment limitations for the fund. Additionally,\nthe fund’s adviser provides the Board with an overview of, among other things, its investment philosophy, brokerage practices and\ncompliance infrastructure. Thereafter, the Board continues its oversight function as various personnel, including the Trust’s\nChief Compliance Officer, as well as personnel of the adviser and other service providers, such as the fund’s independent accountants,\nmake periodic reports to the Audit Committee or to the Board with respect to various aspects of risk management. The Board and the\nAudit Committee oversee efforts by management and service providers to manage risks to which the funds may be exposed.

The Board is responsible for overseeing the nature,\nextent and quality of the services provided to the funds by the adviser and receives information about those services at its regular meetings. \nIn addition, on an annual basis, in connection with its consideration of whether to renew the advisory agreement with the adviser, the\nBoard meets with the adviser to review such services. Among other things, the Board regularly considers the adviser’s adherence\nto the funds’ investment restrictions and compliance with various fund policies and procedures and with applicable securities regulations. \nThe Board also reviews information about the funds’ investments, including, for example, reports on the adviser’s use of derivatives\nin managing the funds, if any, as well as reports on the funds’ investments in other investment companies, if any.

The Trust’s Chief Compliance Officer reports\nregularly to the Board to review and discuss compliance issues and fund and adviser risk assessments. At least annually, the Trust’s\nChief Compliance Officer provides the Board with a report reviewing the adequacy and effectiveness of the Trust’s policies and procedures\nand those of its service providers, including the adviser. The report addresses the operation of the policies and procedures of\nthe Trust and each service provider since the date of the last report; any material changes to the policies and procedures since the date\nof the last report; any recommendations for material changes to the policies and procedures; and any material compliance matters since\nthe date of the last report.

The Board receives reports from the funds’\nservice providers regarding operational risks and risks related to the valuation and liquidity of portfolio securities. The Adviser\nmakes regular reports to the Board concerning investments for which market quotations are not readily available. Annually, the independent\nregistered public accounting firm reviews with the Audit Committee its audit of the funds’ financial statements, focusing on major\nareas of risk encountered by the funds and noting any significant deficiencies or material weaknesses in the funds’ internal controls. \nAdditionally, in connection with its oversight function, the Board oversees fund management’s implementation of disclosure controls\nand procedures, which are designed to ensure that information required to be disclosed by the Trust in its periodic reports with the SEC\nare recorded, processed, summarized, and reported within the required time periods. The Board also oversees the Trust’s internal\ncontrols

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over financial reporting, which comprise policies\nand procedures designed to provide reasonable assurance regarding the reliability of the Trust’s financial reporting and the preparation\nof the Trust’s financial statements.

From their review of these reports and discussions\nwith the adviser, the Chief Compliance Officer, the independent registered public accounting firm and other service providers, the Board\nand the Audit Committee learn in detail about the material risks of the funds, thereby facilitating a dialogue about how management and\nservice providers identify and mitigate those risks.

The Board recognizes that not all risks that may\naffect the funds can be identified and/or quantified, that it may not be practical or cost-effective to eliminate or mitigate certain\nrisks, that it may be necessary to bear certain risks (such as investment-related risks) to achieve the funds’ goals, and that the\nprocesses, procedures and controls employed to address certain risks may be limited in their effectiveness. Moreover, reports received\nby the Trustees as to risk management matters are typically summaries of the relevant information. Most of the funds’ investment\nmanagement and business affairs are carried out by or through the funds’ adviser and other service providers, each of which has\nan independent interest in risk management but whose policies and the methods by which one or more risk management functions are carried\nout may differ from the funds’ and each other’s in the setting of priorities, the resources available or the effectiveness\nof relevant controls. As a result of the foregoing and other factors, the Board’s ability to monitor and manage risk, as a\npractical matter, is subject to limitations.

Members of the Board. \nThere are seven members of the Board, five of whom are not interested persons of the Trust, as that term is defined in the 1940\nAct (“independent Trustees”). Robert Nesher, an interested person of the Trust, serves as Chairman of the Board. \nJoseph T. Grause, Jr., an independent Trustee, serves as the lead independent Trustee. The Trust has determined its leadership structure\nis appropriate given the specific characteristics and circumstances of the Trust. The Trust made this determination in consideration of,\namong other things, the fact that the independent Trustees constitute more than two-thirds of the Board, the fact that the chairperson\nof each Committee of the Board is an independent Trustee, the amount of assets under management in the Trust, and the number of funds\n(and classes of shares) overseen by the Board. The Board also believes that its leadership structure facilitates the orderly and\nefficient flow of information to the independent Trustees from fund management.

The Board has two standing committees: the Audit\nCommittee and Governance Committee. The Audit Committee and Governance Committee are chaired by an independent Trustee and composed\nof all of the independent Trustees. In addition, the Board has a lead independent Trustee.

In his role as lead independent Trustee, Mr. Grause,\namong other things: (i) presides over Board meetings in the absence of the Chairman of the Board; (ii) presides over executive sessions\nof the independent Trustees; (iii) along with the Chairman of the Board, oversees the development of agendas for Board meetings; (iv)\nfacilitates communication between the independent Trustees and management, and among the independent Trustees; (v) serves as a key point\nperson for dealings between the independent Trustees and management; and (vi) has such other responsibilities as the Board or independent\nTrustees determine from time to time.

Set forth below are the names, years of birth, position\nwith the Trust and length of time served, and principal occupations and other directorships held during at least the last five years of\neach of the persons currently serving as a Trustee. There is

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no stated term of office\nfor the Trustees. Nevertheless, an independent Trustee must retire from the Board as of the end of the calendar year in which such independent\nTrustee first attains the age of seventy-five years; provided, however, that, an independent Trustee may continue to serve for one or\nmore additional one calendar year terms after attaining the age of seventy-five years (each calendar year a “Waiver Term”)\nif, and only if, prior to the beginning of such Waiver Term: (1) the Governance Committee (a) meets to review the performance of the independent\nTrustee; (b) finds that the continued service of such independent Trustee is in the best interests of the Trust; and (c) unanimously approves\nexcepting the independent Trustee from the general retirement policy set out above; and (2) a majority of the Trustees approves excepting\nthe independent Trustee from the general retirement policy set out above. Unless otherwise noted,\nthe business address of each Trustee is SEI Investments Company, One Freedom Valley Drive, Oaks, Pennsylvania 19456.

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

Name\n and Year of Birth

Position\n with Trust and Length of Time Served

Principal\n Occupations

in the\n Past 5 Years

Other\n Directorships Held in the Past 5 Years

Interested\n Trustees

Robert Nesher

(Born: 1946)

Chairman of the Board\n of Trustees¹

(since 1991)

SEI employee 1974 to present; currently performs\n various services on behalf of SEI Investments for which Mr. Nesher is compensated. President, Chief Executive Officer and Trustee of SEI\n Daily Income Trust, SEI Tax Exempt Trust, SEI Institutional Managed Trust, SEI Institutional International Trust, SEI Institutional Investments\n Trust, SEI Asset Allocation Trust, Adviser Managed Trust, New Covenant Funds, SEI Catholic Values Trust, SEI Exchange Traded Funds and\n SEI Alternative Income Fund. President and Director of SEI Structured Credit Fund, LP. Vice Chairman of Winton Series Trust to 2017. Vice\n Chairman of Winton Diversified Opportunities Fund (closed-end investment company), The Advisors’ Inner Circle Fund III, Gallery\n Trust, Schroder Series Trust and Schroder Global Series Trust to 2018.

Current Directorships: Trustee of The Advisors’\n Inner Circle Fund, Bishop Street Funds, Frost Family of Funds, Catholic Responsible Investments Funds, SEI Daily Income Trust, SEI Institutional\n International Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Asset Allocation Trust, SEI Tax Exempt\n Trust, Adviser Managed Trust, New Covenant Funds, SEI Catholic Values Trust, SEI Exchange Traded Funds and SEI Alternative Income Fund.\n Director of SEI Structured Credit Fund, LP, SEI Global Master Fund plc, SEI Global Assets Fund plc, SEI Global Investments Fund plc, SEI\n Investments—Global Funds Services, Limited, SEI Investments Global, Limited, SEI Investments (Europe) Ltd., SEI Investments—Unit\n Trust Management (UK) Limited, SEI Multi-Strategy Funds PLC and SEI Global Nominee Ltd.

\n \n

Former Directorships: Trustee of The KP Funds\n to 2022.

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

N. Jeffrey Klauder

(Born: 1952)

Trustee¹

(since 2018)

Senior Advisor of SEI Investments since 2018.\n Executive Vice President and General Counsel of SEI Investments, 2004 to 2018.

Current Directorships: Trustee of The Advisors’\n Inner Circle Fund, Bishop Street Funds and Catholic Responsible Investments Funds. Director of SEI Private Trust Company, SEI Global Fund\n Services Ltd., SEI Investments Global Limited, SEI Global Master Fund, SEI Global Investments Fund and SEI Global Assets Fund.

\n \n

Former Directorships: Trustee of SEI Investments\n Management Corporation, SEI Trust Company, SEI Investments (South Africa), Limited and SEI Investments (Canada) Company to 2018. Trustee\n of The KP Funds to 2022. Trustee of SEI Investments - Guernsey Limited to 2025.

Independent\n Trustees

Kathleen Gaffney

(Born: 1961)

Trustee

(since 2022)

Retired since 2019. Vice President and Portfolio\n Manager, Eaton Vance Management from 2012 to 2019.

Current Directorships: Trustee of The Advisors’\n Inner Circle Fund, Bishop Street Funds and Catholic Responsible Investments Funds.

Joseph T. Grause, Jr.

(Born: 1952)

Trustee

(since 2011)

Lead

Independent Trustee

(since 2018)

Self-Employed Consultant since 2012. Director\n of Endowments and Foundations, Morningstar Investment Management, Morningstar, Inc., 2010 to 2011. Director of International Consulting\n and Chief Executive Officer of Morningstar Associates Europe Limited, Morningstar, Inc., 2007 to 2010. Country Manager – Morningstar\n UK Limited, Morningstar, Inc., 2005 to 2007.

Current Directorships: Trustee of The Advisors’\n Inner Circle Fund, Bishop Street Funds, Frost Family of Funds, and Catholic Responsible Investments Funds.

\n \n

Former Directorships: Trustee of The KP Funds\n to 2022.

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

Robert Mulhall

(Born: 1958)

Trustee

(since 2019)

Partner, Ernst & Young LLP, from 1998 to\n 2018.

Current Directorships: Trustee of The Advisors’\n Inner Circle Fund, Bishop Street Funds, Frost Family of Funds and Catholic Responsible Investments Funds.

\n \n

Former Directorships: Trustee of Villanova\n University Alumni Board of Directors to 2018. Trustee of The KP Funds to 2022.

Bruce Speca

(Born: 1956)

Trustee

(since 2011)

Global Head of Asset Allocation, Manulife Asset\n Management (subsidiary of Manulife Financial), 2010 to 2011. Executive Vice President – Investment Management Services, John Hancock\n Financial Services (subsidiary of Manulife Financial), 2003 to 2010.

Current Directorships: Trustee of The Advisors’\n Inner Circle Fund, Bishop Street Funds, Frost Family of Funds and Catholic Responsible Investments Funds.

\n \n

Former Directorships: Trustee of The KP Funds\n to 2022. Director of Stone Harbor Investments Funds (8 Portfolios), Stone Harbor Emerging Markets Income Fund (closed-end fund) and Stone\n Harbor Emerging Markets Total Income Fund (closed-end fund) to 2022.

Monica Walker

(Born: 1958)

Trustee

(since 2022)

Retired. Private Investor since 2017. Co-Founder\n of Holland Capital Management, LLC in 1991 and Chairman, Chief Executive Officer and Chief Investment Officer – Equity of Holland\n Capital Management, LLC (Chicago) from 2009 to 2017.

Current Directorships: Trustee of The Advisors'\n Inner Circle Fund, Bishop Street Funds and Catholic Responsible Investments Funds.

\n\n

Denotes Trustees who may be deemed to be “interested”\npersons of the Fund as that term is defined in the 1940 Act by virtue of their affiliation with the Distributor and/or its affiliates.

Individual\nTrustee Qualifications

The Trust has concluded that each of the Trustees\nshould serve on the Board because of their ability to review and understand information about the funds provided to them by management,\nto identify and request other information they may deem

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relevant to the performance of their duties, to question\nmanagement and other service providers regarding material factors bearing on the management and administration of the funds, and to exercise\ntheir business judgment in a manner that serves the best interests of the funds’ shareholders. The Trust has concluded that\neach of the Trustees should serve as a Trustee based on their own experience, qualifications, attributes and skills as described below.

The Trust has concluded that Mr. Nesher should serve\nas Trustee because of the experience he has gained in his various roles with SEI Investments, which he joined in 1974, his knowledge of\nand experience in the financial services industry, and the experience he has gained serving as a trustee of the Trust since 1991.

The Trust has concluded that Mr. Klauder should serve\nas Trustee because of the experience he has gained in his various roles with SEI Investments Company, which he joined in 2004, his knowledge\nof and experience in the financial services industry, and the experience he gained serving as a partner of a large law firm.

The Trust has concluded that Ms. Gaffney should serve\nas Trustee because of the experience she gained serving as a vice president and portfolio manager for a large asset management company,\nher experience in and knowledge of the asset management industry, and the experience she has gained serving in board and leadership positions\nin a variety of nonprofit and civic organizations.

The Trust has concluded that Mr. Grause should serve\nas Trustee because of the knowledge and experience he gained in a variety of leadership roles with different financial institutions, his\nknowledge of the mutual fund and investment management industries, his past experience as an interested trustee and chair of the investment\ncommittee for a multi-managed investment company, and the experience he has gained serving as a trustee of the Trust since 2011.

The Trust has concluded that Mr. Mulhall should serve\nas Trustee because of the knowledge and experience he gained in a variety of leadership roles with an audit firm and various financial\nservices firms, his experience in and knowledge of the financial services industry, and his experience serving in a variety of leadership\ncapacities for non-profit organizations.

The Trust has concluded that Mr. Speca should serve\nas Trustee because of the knowledge and experience he gained serving as president of a mutual fund company and portfolio manager for a\n$95 billion complex of asset allocation funds, his over 25 years of experience working in a management capacity with mutual fund boards,\nand the experience he has gained serving as a trustee of the Trust since 2011.

The Trust has concluded that Ms. Walker should serve\nas Trustee because of the experience she gained in a variety of leadership roles with an asset management company that she co-founded,\nher experience in and knowledge of the financial services industry, and the experience she has gained in various other corporate accounting,\nfinance and investment roles.

In its periodic assessment of the effectiveness of\nthe Board, the Board considers the complementary individual skills and experience of the individual Trustees primarily in the broader\ncontext of the Board’s overall composition so that the Board, as a body, possesses the appropriate (and appropriately diverse) skills\nand experience to oversee the business of the funds.

Board Committees. \nThe Board has established the following standing committees:

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• \nAudit Committee. The Board has a standing Audit Committee that is composed of each of the independent Trustees of\nthe Trust. The Audit Committee operates under a written charter approved by the Board. The principal responsibilities of the Audit\nCommittee include: (i) recommending which firm to engage as each fund’s independent registered public accounting firm and whether\nto terminate this relationship; (ii) reviewing the independent registered public accounting firm’s compensation, the proposed scope\nand terms of its engagement, and the firm’s independence; (iii) pre-approving audit and non-audit services provided by each fund’s\nindependent registered public accounting firm to the Trust and certain other affiliated entities; (iv) serving as a channel of communication\nbetween the independent registered public accounting firm and the Trustees; (v) reviewing the results of each external audit, including\nany qualifications in the independent registered public accounting firm’s opinion, any related management letter, management’s\nresponses to recommendations made by the independent registered public accounting firm in connection with the audit, reports submitted\nto the Committee by the internal auditing department of the Administrator that are material to the Trust as a whole, if any, and management’s\nresponses to any such reports; (vi) reviewing each fund’s audited financial statements and considering any significant disputes\nbetween the Trust’s management and the independent registered public accounting firm that arose in connection with the preparation\nof those financial statements; (vii) considering, in consultation with the independent registered public accounting firm and the Trust’s\nsenior internal accounting executive, if any, the independent registered public accounting firms’ reports on the adequacy of the\nTrust’s internal financial controls; (viii) reviewing, in consultation with each fund’s independent registered public accounting\nfirm, major changes regarding auditing and accounting principles and practices to be followed when preparing each fund’s financial\nstatements; and (ix) other audit related matters. Mses. Gaffney and Walker and Messrs. Grause, Mulhall and Speca currently serve as members\nof the Audit Committee. Mr. Mulhall serves as the Chairman of the Audit Committee. The Audit Committee meets periodically, as necessary,\nand met four (4) times during the most recently completed fiscal year.

• \nGovernance Committee. The Board has a standing Governance Committee (formerly the Nominating\nCommittee) that is composed of each of the independent Trustees. The Governance Committee operates under a written charter approved\nby the Board. The principal responsibilities of the Governance Committee include: (i) considering and reviewing Board governance and\ncompensation issues; (ii) conducting a self-assessment of the Board’s operations; (iii) selecting and nominating all persons to\nserve as independent Trustees; and (iv) reviewing shareholder recommendations for nominations to fill vacancies on the Board if such\nrecommendations are submitted in writing and addressed to the Committee at the Trust’s office. Mses. Gaffney and Walker and Messrs.\nGrause, Mulhall and Speca currently serve as members of the Governance Committee. Mr. Speca\nserves as the Chairman of the Governance Committee. The Governance Committee meets periodically, as necessary, and met two (2)\ntimes during the most recently completed fiscal year.

Fund Shares Owned\nby Board Members. The following table shows the dollar amount range of each Trustee’s “beneficial ownership”\nof shares of the Fund as of the end of the most recently completed calendar year. Dollar amount ranges disclosed are established by the\nSEC. “Beneficial ownership” is determined in accordance with Rule 16a-1(a)(2) under the 1934 Act. The Trustees\nand officers of the Trust own less than 1% of the outstanding shares of the Trust.

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\n \n \n \n \n \n \n \n \n \n \n \n \n \n \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 Dollar\n Range of Fund Shares¹	\n Aggregate\n Dollar Range of Shares \n (All\n Funds in the Family of Investment Companies)^1,2
\n Interested\n Trustees
\n Nesher	\n None	\n None
\n Klauder	\n None	\n None
\n Independent\n Trustees
\n Gaffney	\n None	\n None
\n Grause	\n None	\n None
\n Mulhall	\n None	\n None
\n Speca	\n None	\n None
\n Walker	\n None	\n None

¹ Valuation\ndate is December 31, 2025.

² The\nFund is the only fund in the family of investment companies.

Board Compensation. The Trust paid\nthe following fees to the Trustees during the Trust’s fiscal year ended October 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 \n \n \n \n \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	Aggregate\n Compensation from the Trust	Pension\n or Retirement Benefits Accrued as Part of Fund Expenses	Estimated\n Annual Benefits Upon Retirement	Total Compensation\n from the Trust and Fund Complex¹
Interested Trustees
Nesher	$0	N/A	N/A	$0 for service\n on one (1) board
Klauder	$0	N/A	N/A	$0 for service\n on one (1) board
Independent Trustees
Gaffney	$76,697	N/A	N/A	$76,697 for\n service on one (1) board
Grause	$84,084	N/A	N/A	$84,084 for\n service on one (1) board
Mulhall	$85,957	N/A	N/A	$85,957 for\n service on one (1) board
Speca	$84,084	N/A	N/A	$84,084 for\n service on one (1) board
Walker	$76,697	N/A	N/A	$76,697 for\n service on one (1) board

¹ All\nfunds in the Fund Complex are series of the Trust.

Trust Officers.\n Set forth below are the names, years of birth, position with the Trust and length of time\nserved, and the principal occupations for the last five years of each of the persons currently serving as the executive officers of the\nTrust. There is no stated term of office for officers of the Trust. Unless otherwise noted, the business address of each officer is SEI\nInvestments, One Freedom Valley Drive, Oaks, Pennsylvania 19456. The Chief Compliance Officer is the only officer who receives compensation\nfrom the Trust for his services.

Certain officers of the Trust also serve as officers\nof one or more mutual funds for which SEI Investments or its affiliates act as investment manager, administrator or distributor.

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\n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \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 Year of Birth

Position\n with Trust and Length of Time Served

Principal\n Occupations in Past 5 Years

Michael Beattie

(Born: 1965)

President

(since 2011)

Managing Director, SEI Investments, since 2021.\n Director of Client Service, SEI Investments, from 2004 to 2021.

John Bourgeois

(Born: 1973)

Assistant Treasurer

(since 2017)

Fund Accounting Manager, SEI Investments, since\n 2000.

Eric C. Griffith

(Born: 1969)

Vice President and Assistant Secretary

(since 2019)

Counsel at SEI Investments since 2019. Vice\n President and Assistant General Counsel, JPMorgan Chase & Co., from 2012 to 2018.

Matthew M. Maher

(Born: 1975)

Vice President

(since 2018)

\n \n

Secretary

(since 2020)

Counsel at SEI Investments since 2018. Attorney,\n Blank Rome LLP, from 2015 to 2018. Assistant Counsel & Vice\n President, Bank of New York Mellon, from 2013 to 2014. Attorney, Dilworth Paxson LLP, from 2006 to 2013.

Andrew Metzger

(Born: 1980)

Treasurer, Controller and Chief Financial Officer

(since 2021)

Director of Fund Accounting, SEI Investments,\n since 2020. Senior Director, Embark, from 2019 to 2020. Senior Manager, PricewaterhouseCoopers LLP, from 2002 to 2019.

Marci M. Morgan

(Born: 1971)

Anti-Money Laundering Compliance Officer and\n Privacy Officer

(since 2025)

Director of Anti-Money Laundering Compliance\n at SEI Investments since May 2025. Director of Global Due Diligence at SEI Investments from October 2023 to May 2025. Vice President of\n Regulatory Management at BNY Mellon Investment Servicing (formerly PNC Global Investment Servicing) from December 2001 to January 2006\n and from April 2010 to February 2023.

Robert Morrow

(Born: 1968)

Vice President

(since 2017)

Account Manager, SEI Investments, since 2007.

Stephen F. Panner

(Born: 1970)

Chief Compliance Officer

(since 2022)

Chief Compliance Officer of SEI Asset Allocation\n Trust, SEI Daily Income Trust, SEI Institutional Investments Trust, SEI Institutional International Trust, SEI Institutional Managed Trust,\n SEI Tax Exempt Trust, Adviser Managed Trust, New Covenant Funds, SEI Catholic Values Trust, SEI Exchange Traded Funds, SEI Structured\n Credit Fund LP, The Advisors’ Inner Circle Fund, The Advisors’ Inner Circle Fund II, The Advisors’ Inner Circle Fund\n III, Bishop Street Funds, Frost Family of Funds, Gallery Trust, Wilshire Private Assets Master Fund, Wilshire Private Assets Fund and\n Catholic Responsible Investments Funds since September 2022. Chief Compliance Officer of SEI Alternative Income Fund since May 2023. Chief\n Compliance Officer of Symmetry Panoramic Trust since December 2023. Fund Compliance Officer of SEI Investments Company from February 2011\n to September 2022. Fund Accounting Director and CFO and Controller for the SEI Funds from July 2005 to February 2011.

Alexander F. Smith

(Born: 1977)

Vice President and Assistant Secretary

(since 2020)

Counsel at SEI Investments since 2020. Associate\n Counsel & Manager, Vanguard, 2012 to 2020. Attorney, Stradley Ronon Stevens & Young, LLP, 2008 to 2012.

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PURCHASING\nAND REDEEMING SHARES

Purchases and redemptions\nmay be made through the Transfer Agent on any day the New York Stock Exchange (the “NYSE”) is open for business. Shares\nof the Fund are offered and redeemed on a continuous basis. Currently, the NYSE is closed for business when the following holidays\nare observed: New Year’s Day, Martin Luther King Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Juneteenth National\nIndependence Day, Independence Day, Labor Day, Thanksgiving and Christmas.

It is currently the Trust’s policy to pay all\nredemptions in cash. The Trust retains the right, however, to alter this policy to provide for redemptions in whole or in part by\na distribution in-kind of securities held by the Fund in lieu of cash. Shareholders may incur brokerage charges on the sale of any\nsuch securities so received in payment of redemptions. A shareholder will at all times be entitled to aggregate cash redemptions\nfrom all funds of the Trust up to the lesser of $250,000 or 1% of the Trust’s net assets during any 90-day period.

The Trust reserves the right to suspend the right\nof redemption and/or to postpone the date of payment upon redemption for more than seven days during times when the NYSE is closed, other\nthan during customary weekends or holidays, for any period on which trading on the NYSE is restricted (as determined by the SEC by rule\nor regulation), or during the existence of an emergency (as determined by the SEC by rule or regulation) as a result of which disposal\nor valuation of the Fund’s securities is not reasonably practicable, or for such other periods as the SEC has by order permitted. \nThe Trust also reserves the right to suspend sales of shares of the Fund for any period during which the NYSE, the Adviser, the Administrator,\nthe Transfer Agent and/or the Custodian are not open for business.

DETERMINATION OF\nNET ASSET VALUE

General Policy. \nThe Fund adheres to Section 2(a)(41), and Rules 2a-4 and 2a-5 thereunder, of the 1940 Act with respect to the valuation of portfolio\nsecurities. In general, securities for which market quotations are readily available are valued at current market value, and all\nother securities are valued at fair value by the Adviser in good faith, and subject to the oversight of the Board. In complying\nwith the 1940 Act, the Trust relies on guidance provided by the SEC and by the SEC staff in various interpretive letters and other guidance. \n

Equity Securities.\nSecurities listed on a securities exchange, market or automated quotation system for which quotations are readily available (except\nfor securities traded on NASDAQ), including securities traded over the counter, are valued at the last quoted sale price on an exchange\nor market (foreign or domestic) on which they are traded on the valuation date (or at approximately 4:00 p.m. Eastern Time if such exchange\nis normally open at that time), or, if there is no such reported sale on the valuation date, at the most recent quoted bid price. For\nsecurities traded on NASDAQ, the NASDAQ Official Closing Price will be used. If such prices are not available or determined to not represent\nthe fair value of the security as of

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the Fund’s pricing time, the security will\nbe valued at fair value as determined in good faith by the Adviser, subject to Board oversight.

Money Market Securities\nand other Debt Securities. If available, money market securities and other debt securities\nare priced based upon valuations provided by recognized independent, third-party pricing agents. Such values generally reflect the\nlast reported sales price if the security is actively traded. The third-party pricing agents may also value debt securities by employing\nmethodologies that utilize actual market transactions, broker-supplied valuations, or other methodologies designed to identify the market\nvalue for such securities. Such methodologies generally consider such factors as security prices, yields, maturities, call features,\nratings and developments relating to specific securities in arriving at valuations. Money market securities and other debt securities\nwith remaining maturities of sixty days or less may be valued at their amortized cost, which approximates market value. If such\nprices are not available or determined to not represent the fair value of the security as of the Fund’s pricing time, the security\nwill be valued at fair value as determined in good faith by the Adviser, subject to Board oversight.

Foreign Securities. \nThe prices for foreign securities are reported in local currency and converted to U.S. dollars using currency exchange rates. Exchange\nrates are provided daily by recognized independent pricing agents.

Derivatives and Other\nComplex Securities. Exchange traded options on securities and indices purchased by the Fund generally are valued at their\nlast trade price or, if there is no last trade price, the last bid price. Exchange traded options on securities and indices written\nby the Fund generally are valued at their last trade price or, if there is no last trade price, the last asked price. In the case\nof options traded in the over-the-counter market, if the OTC option is also an exchange traded option, the Fund will follow the rules\nregarding the valuation of exchange traded options. If the OTC option is not also an exchange traded option, the security will be\nvalued at fair value as determined in good faith by the Adviser, subject to Board oversight.

Futures and swaps cleared through a central clearing\nhouse (“centrally cleared swaps”) are valued at the settlement price established each day by the board of the exchange on\nwhich they are traded. The daily settlement prices for financial futures are provided by an independent source. On days when there is\nexcessive volume or market volatility, or the future or centrally cleared swap does not end trading by the time the Fund calculates net\nasset value, the settlement price may not be available at the time at which the Fund calculates its net asset value. On such days, the\nbest available price (which is typically the last sales price) may be used to value the Fund’s futures or centrally cleared swaps\nposition.

Foreign currency forward contracts are valued at\nthe current day’s interpolated foreign exchange rate, as calculated using the current day’s spot rate, and the thirty, sixty,\nninety and one-hundred eighty day forward rates provided by an independent source.

If available, non-centrally cleared swaps, collateralized\ndebt obligations, collateralized loan obligations and bank loans are priced based on valuations provided by an independent third party\npricing agent. If a price is not available from an independent third party pricing agent, the security will be valued at fair value as\ndetermined in good faith by the Adviser, subject to Board oversight.

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Use of Third-Party\nIndependent Pricing Services. Pursuant to contracts with the Administrator, prices\nfor most securities held by the Fund with readily available market quotations are provided by third-party independent pricing agents.\nThe valuations for these securities are reviewed by the Administrator. In accordance with the Adviser’s Pricing Procedures,\nthe Adviser may also use third-party independent pricing agents (reviewed and approved by the Adviser) to fair value certain securities\nwithout readily available market quotations (or where market quotations are unreliable).

Fair Value Procedures. \nSecurities for which market prices are not “readily available” or which cannot be valued using the methodologies described\nabove are valued in accordance with Fair Value Procedures established by the Adviser and implemented through the Adviser’s Valuation\nCommittee. In establishing a fair value for an investment, the Adviser will use valuation methodologies established by the Adviser and\nmay consider inputs and methodologies provided by, among others, third-party independent pricing agents, independent broker dealers and/or\nthe Adviser’s own personnel (including investment personnel).

Some of the more common reasons that may necessitate\na security being valued using Fair Value Procedures include: the security’s trading has been halted or suspended; the security has\nbeen de-listed from a national exchange; the security’s primary trading market is temporarily closed at a time when under normal\nconditions it would be open; the security has not been traded for an extended period of time; the security’s primary pricing source\nis not able or willing to provide a price; trading of the security is subject to local government-imposed restrictions; or a significant\nevent with respect to a security has occurred after the close of the market or exchange on which the security principally trades and before\nthe time the Fund calculates NAV. When a security is valued in accordance with the Fair Value Procedures, the Adviser’s Valuation\nCommittee will determine the value after taking into consideration relevant information reasonably available to the Committee.

Fair Valuation of\nForeign Securities Based on U.S. Market Movements. \nA third party fair valuation vendor provides a fair value for foreign securities held by the Funds based on certain factors and\nmethodologies (involving, generally, tracking valuation correlations between the U.S. market and each foreign security) applied by the\nfair valuation vendor in the event that there are movements in the U.S. market that exceed a specific threshold that has been established\nby the Adviser. The Adviser has also established a “confidence interval” that is used to determine the level of correlation\nbetween the value of a foreign security and movements in the U.S. market that is required for a particular security to be fair valued\nwhen the threshold is exceeded. In the event that the threshold established by the Adviser is exceeded on a specific day, the Adviser\nvalues the foreign securities in the Funds' portfolios that exceed the applicable “confidence interval” based upon the fair\nvalues provided by the fair valuation vendor. In the event that the Adviser believes that the fair values provided by the fair valuation\nvendor are not reliable, the Adviser will determine in good faith the fair value of the foreign securities, subject to Board oversight.

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TAXES

The following is only a summary\nof certain additional U.S. federal income tax considerations generally affecting the Fund and its shareholders that is intended to supplement\nthe discussion contained in the Prospectus. No attempt is made to present a detailed explanation of the tax treatment of the Fund or its\nshareholders, and the discussion here and in the Prospectus is not intended as a substitute for careful tax planning. In particular,\nit does not address investors subject to special rules, such as investors who hold shares through an individual retirement account (“IRA”),\n401k, or other tax advantaged accounts. Shareholders are urged to consult their tax advisors with specific reference to their own\ntax situations, including their state, local, and foreign tax liabilities.

The following\ngeneral discussion of certain federal income tax consequences is based on the Internal Revenue Code of 1986, as amended (the “Code”)\nand the regulations issued thereunder as in effect on the date of this SAI. New legislation, as well as administrative changes\nor court decisions, may significantly change the conclusions expressed herein, and may have a retroactive effect with respect to the\ntransactions contemplated herein.

Qualification\nas a Regulated Investment Company. The\nFund intends to elect and intends to qualify each year to be treated as a regulated investment company\n(“RIC”). By following such a policy, the Fund expects to eliminate or reduce to a nominal amount the federal taxes to which\nit may be subject. A fund that qualifies as a RIC will\ngenerally not be subject to federal income taxes on the net investment income and net realized capital gains that the fund timely distributes\nto its shareholders. The Board reserves the right not to maintain the qualification of the Fund as a RIC if it determines such course\nof action to be beneficial to shareholders.

In order to\nqualify as a RIC under the Code, the Fund must distribute annually to its shareholders at least 90% of its investment income (which includes\ndividends, taxable interest and the excess of net short-term capital gains over net long-term capital losses, less operating expenses,\nbut computed without regard to the deduction for dividends paid) and at least 90% of its net tax-exempt interest income, for each tax\nyear, if any (the “Distribution Requirement”) and also must meet certain additional requirements. Among these requirements\nare the following: (i) at least 90% of the Fund’s gross income each taxable year must be derived from dividends, interest,\npayments with respect to certain securities loans and gains from the sale or other disposition of stock, securities or foreign currencies,\nor other income (including, but not limited to, gains from options, futures or forward contracts) derived with respect to its business\nof investing in such stock, securities or currencies, and net income derived from an interest in a qualified publicly traded partnership\n(the “Qualifying Income Test”); and (ii) at the close of each quarter of the Fund’s taxable year: (A) at least\n50% of the value of its total assets must be represented by cash and cash items, U.S. government securities, securities of other RICs\nand other securities, with such other securities limited, in respect to any one issuer, to an amount not greater than 5% of the value\nof the Fund’s total assets and that does not represent more than 10% of the outstanding voting securities of such issuer, including\nthe equity securities of a qualified publicly traded partnership, and (B) not more than 25% of the value of its total assets is invested,\nincluding through corporations in which the Fund owns a 20% or more voting stock interest, in the securities (other than U.S. government\nsecurities or securities of other RICs) of any one issuer or the securities (other than the securities of another RIC) of two or\nmore issuers that the Fund controls and which are engaged in the same or similar trades or businesses or related trades or businesses,\nor the securities of one or more qualified publicly traded partnerships (the “Asset Test”).

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Although the Fund intends to distribute substantially\nall of its net investment income and may distribute its capital gains for any taxable year, the Fund will be subject to federal income\ntaxation to the extent any such income or gains are not distributed. The Fund therefore is considered to be a separate entity in determining\nits treatment under the rules for RICs described herein. Losses in the Fund do not offset gains in another and the requirements\n(other than certain organizational requirements) for qualifying RIC status are determined at the Fund level rather than at the Trust level.

If the Fund\nfails to satisfy the Qualifying Income or Asset Tests in any taxable year, the Fund may be eligible for relief provisions if the failures\nare due to reasonable cause and not willful neglect and if a penalty tax is paid with respect to each failure to satisfy the applicable\nrequirements. Additionally, relief is provided for certain de minimis failures of the diversification requirements where the Fund corrects\nthe failure within a specified period. If the Fund fails to maintain qualification as a RIC for a tax year, and the relief provisions\nare not available, the Fund will be subject to federal income tax at the regular corporate rate (currently 21%) without any deduction\nfor distributions to shareholders. In such case, its shareholders would be taxed as if they received ordinary dividends to the extent\nof the Fund’s current and accumulated earnings and profits (as calculated for federal income tax purposes), although corporate\nshareholders could be eligible for the dividends received deduction (subject to certain limitations) and individuals may be able to benefit\nfrom the lower tax rates available to qualified dividend income. In addition, the Fund could be required to recognize unrealized gains,\npay substantial taxes and interest, and make substantial distributions before requalifying as a RIC.

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

The treatment of capital loss carryovers for the\nFund is similar to the rules that apply to capital loss carryovers of individuals, which provide that such losses are carried over indefinitely.\nIf the Fund has a “net capital loss” (that is, capital losses in excess of capital gains), the excess of the Fund’s\nnet short-term capital losses over its net long-term capital gains is treated as a short-term capital loss arising on the first day of\nthe Fund’s next taxable year, and the excess (if any) of the Fund’s net long-term capital losses over its net short-term capital\ngains is treated as a long-term capital loss arising on the first day of the Fund’s next taxable year. In addition, the carryover\nof capital losses may be limited under the general loss limitation rules if the Fund experiences an ownership change as defined in the\nCode.

Federal Excise\nTax. Notwithstanding the Distribution Requirement described above, which generally requires the Fund to distribute at least\n90% of its annual investment company taxable income and at least 90% of its exempt interest income (but does not require any minimum\ndistribution of net capital gain) the Fund will be subject to a nondeductible 4% federal excise tax to the extent it fails to distribute,\nby the end of the calendar year at least 98% of its ordinary income for the calendar year and 98.2% of its capital gain net income (the\nexcess of short- and long-term capital gains over short- and long-term capital losses) for the one-year period ending on October 31 of\nsuch year (subject to adjustment for a prior-year shortfall in required distributions). The Fund intends to make sufficient distributions\nto avoid liability for federal excise tax but can make no assurances that such tax will be completely eliminated. For example, the Fund\nmay receive delayed or corrected tax reporting statements from its investments that cause the Fund to accrue additional income and gains\nafter the Fund has already made its excise tax distributions for the year. In such a situation, the Fund may incur an excise

S-48

tax liability resulting from such delayed receipt\nof such tax information statements. In addition, the Fund may in certain circumstances be required to liquidate Fund investments in order\nto make sufficient distributions to avoid federal excise tax liability at a time when the Adviser might not otherwise have chosen to do\nso, and liquidation of investments in such circumstances may affect the ability of the Fund to satisfy the requirement for qualification\nas a RIC.

Distributions to\nShareholders. The Fund receives income generally in the form of dividends and interest\non investments. This income, plus net short-term capital gains, if any, less expenses incurred in the operation of the Fund, constitutes\nthe Fund’s net investment income from which dividends may be paid to you. Any distributions by the Fund from such income will\nbe taxable to you as ordinary income or, at the lower capital gains rates that apply to individuals receiving qualified dividend income,\nwhether you take them in cash or in additional shares.

Distributions\nby the Fund will be eligible for the reduced maximum tax rate to individuals currently set at 20% (lower rates apply to individuals in\nlower tax brackets) to the extent that the Fund receives qualified dividend income on the securities it holds and the Fund reports the\ndistributions as qualified dividend income. Qualified dividend income is, in general, dividend income from taxable domestic corporations\nand certain foreign corporations (e.g., foreign corporations incorporated in a possession of the United States or eligible for benefits\nunder certain comprehensive income tax treaties with the United States, or the stock of which is readily tradable on an established securities\nmarket in the United States). A dividend will not be treated as qualified dividend income to the extent that: (i) the shareholder\nhas not held the shares on which the dividend was paid for more than 60 days during the 121-day period that begins on the date that is\n60 days before the date on which the shares become “ex-dividend” (which is the day on which declared distributions (dividends\nor capital gains) are deducted from the Fund’s assets before it calculates the net asset value) with respect to such dividend or,\nin the case of certain preferred stock, for more than 90 days during the 181-day period beginning 90 days before such date, (ii) the\nFund has not satisfied similar holding-period requirements with respect to the securities it holds that paid the dividends distributed\nto the shareholder, (iii) the shareholder is under an obligation (whether pursuant to a short sale or otherwise) to make related payments\nwith respect to substantially similar or related property, or (iv) the shareholder elects to treat such dividend as investment income\nunder section 163(d)(4)(B) of the Code. Therefore, if you lend your shares in the Fund, such as pursuant to a securities lending arrangement,\nyou may lose the ability to treat dividends (paid while the shares are held by the borrower) as qualified dividend income. To the extent\nthat the Fund makes a distribution of income received by the Fund in lieu of dividends (a “substitute payment”) with respect\nto securities on loan pursuant to a securities lending transaction, such income will not constitute qualified dividend income to individual\nshareholders and will not be eligible for the dividends received deduction for corporate shareholders.

In the case of corporate shareholders, Fund distributions\n(other than capital gain distributions) may generally qualify for the dividends received deduction to the extent such distributions are\nso reported and do not exceed the gross amount of qualifying dividends received by the Fund for the year. Generally, and subject to certain\nlimitations (including certain holding period limitations), a dividend will be treated as a qualifying dividend if it has been received\nfrom a domestic corporation. Certain of the Fund’s investment strategies may limit its ability to make distributions eligible for\nthe dividends received deduction for corporate shareholders.

Distributions\nby the Fund of its net short-term capital gains will be taxable as ordinary income. Capital gain distributions consisting of the Fund’s\nnet capital gains will be taxable as long-term capital gains for individual shareholders at a maximum rate of 20% regardless of how long\nyou have held your shares in the Fund. Distributions from capital gains are generally made after applying any available capital loss\ncarryforwards.

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If the Fund’s\ndistributions exceed its current and accumulated earnings and profits, (as calculated for federal income tax purposes) for the taxable\nyear, all or a portion of the distributions made in the same taxable year may be recharacterized as a return of capital to shareholders.\nA return of capital distribution will generally not be taxable to the extent of the shareholder’s cost basis in the Fund and result\nin a higher reported capital gain or lower reported capital loss when those shares on which the distribution was received are sold. Any\namount in excess of basis generally will be treated as capital gain.

A dividend or distribution received shortly after\nthe purchase of shares reduces the net asset value of the shares by the amount of the dividend or distribution and, although in effect\na return of capital, will be taxable to the shareholder. If the net asset value of shares were reduced below the shareholder’s cost\nby dividends or distributions representing gains realized on sales of securities, such dividends or distributions would be a return of\ninvestment though taxable to the shareholder in the same manner as other dividends or distributions.

The Fund (or its administrative agent) will inform\nyou of the amount of your ordinary income dividends, qualified dividend income and capital gain distributions, if any, and will advise\nyou of their tax status for federal income tax purposes shortly after the close of each calendar year. If you have not held your shares\nfor a full year, the Fund may report and distribute to you, as ordinary income, qualified dividend income or capital gain, a percentage\nof income that is not equal to the actual amount of such income earned during the period of your investment in the Fund.

Dividends declared to shareholders of record in October,\nNovember or December and actually paid in January of the following year will be treated as having been received by shareholders on December\n31 of the calendar year in which declared. Under this rule, therefore, a shareholder may be taxed in one year on dividends or distributions\nactually received in January of the following year.

Sales\nor Redemptions. Sales and redemptions of Fund shares may be taxable transactions for federal and state income tax purposes.\nAny gain or loss recognized on a sale or redemption of shares of the Fund by a shareholder who holds Fund shares as a capital asset will\ngenerally be treated as a long-term capital gain or loss if the shares have been held for more than twelve months and otherwise will\nbe treated as a short-term capital gain or loss. However, if shares on which a shareholder has received a net capital gain distribution\nare subsequently sold or redeemed and such shares have been held for six months or less, any loss recognized will be treated as a long-term\ncapital loss to the extent of the net capital gain distribution. In addition, the loss realized on a sale or other disposition\nof shares will be disallowed to the extent a shareholder repurchases (or enters into a contract to or option to repurchase) substantially\nidentical shares within a period of 61 days (beginning 30 days before and ending 30 days after the disposition of the shares). \nThis loss disallowance rule will apply to shares received through the reinvestment of dividends during the 61-day period. If disallowed,\nthe loss will be reflected in an upward adjustment to the basis of the shares acquired.

U.S. individuals\nwith adjusted gross income (subject to certain adjustments) exceeding certain threshold amounts ($250,000 if married filing jointly or\nif considered a “surviving spouse” for federal income tax purposes, $125,000 if married filing separately, and $200,000 in\nother cases) are subject to a 3.8% tax on all or a portion of their “net investment income,” which includes taxable interest,\ndividends, and certain capital gains (including any capital gains realized on the sale of shares of the Fund). This 3.8% tax also applies\nto all or a portion of the undistributed net investment income of certain shareholders that are estates and trusts. For these purposes,\ninterest, dividends and certain capital gains (including capital gain distributions and capital gains realized on the sale of shares\nof the Fund) among other categories of income, are generally taken into account in computing a shareholder’s net investment income.

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The Fund (or its administrative agent) must report\nto the Internal Revenue Service (“IRS”) and furnish to Fund shareholders the cost basis information for Fund shares purchased.\nIn addition to the requirement to report the gross proceeds from the sale of Fund shares, the Fund (or its administrative agent) is also\nrequired to report the cost basis information for such shares and indicate whether these shares had a short-term or long-term holding\nperiod. For each sale of Fund shares, the Fund will permit Fund shareholders to elect from among several IRS-accepted cost basis\nmethods, including the average cost basis method. In the absence of an election, the Fund will use the average cost basis method as its\ndefault cost basis method. The cost basis method elected by the Fund shareholder (or the cost basis method applied by default) for each\nsale of Fund shares may not be changed after the settlement date of each such sale of Fund shares. If your shares are held in a brokerage\naccount, your broker may use a different method and you should contact your broker to determine which method it will use. Fund shareholders\nshould consult with their tax advisors to determine the best IRS-accepted cost basis method for their tax situation and to obtain more\ninformation about cost basis reporting. Shareholders also should carefully review the cost basis information provided to them by\nthe Fund and make any additional basis, holding period or other adjustments that are required when reporting these amounts on their federal\nincome tax returns.

Tax Treatment of\nComplex Securities. The Fund may invest in complex securities and these investments may be subject to numerous special and\ncomplex tax rules. These rules could affect the Fund’s ability to qualify as a RIC, affect whether gains and losses recognized by\nthe Fund are treated as ordinary income or capital gain, accelerate the recognition of income to the Fund and/or defer the Fund’s\nability to recognize losses, and, in limited cases, subject the Fund to U.S. federal income tax on income from certain of its foreign\nsecurities. In turn, these rules may affect the amount, timing or character of the income distributed to you by the Fund and may require\nthe Fund to sell securities to mitigate the effect of these rules and prevent disqualification of the Fund as a RIC at a time when the\nAdviser might not otherwise have chosen to do so.

The Fund is\nrequired for federal income tax purposes to mark-to-market and recognize for each taxable year its net unrealized gains and losses on\ncertain futures and options contracts subject to section 1256 of the Code (“Section 1256 Contracts”) as of the end of the\nyear, as well as those actually realized during the year. Gain or loss from Section 1256 Contracts on broad-based indexes required to\nbe marked to market will be 60% long-term and 40% short-term capital gain or loss. Application of this rule may alter the timing and\ncharacter of distributions to shareholders. The Fund may be required to defer the recognition of losses on Section 1256 Contracts to\nthe extent of any unrecognized gains on offsetting positions held by the Fund. These provisions may also require the Fund to mark-to-market\ncertain types of positions in its portfolio (i.e., treat them as if they were closed out), which may cause the Fund to recognize income\nwithout receiving cash with which to make distributions in amounts necessary to satisfy the Distribution Requirement and for avoiding\nthe excise tax discussed above. Accordingly, in order to avoid certain income and excise taxes, the Fund may be required to liquidate\nits investments at a time when the Adviser might not otherwise have chosen to do so.

If the Fund owns shares in certain foreign investment\nentities, referred to as “passive foreign investment companies” or “PFICs,” the Fund will generally be subject\nto one of the following special tax regimes: (i) the Fund may be liable for U.S. federal income tax, and an additional interest charge,\non a portion of any “excess distribution” from such foreign entity or any gain from the disposition of such shares, even if\nthe entire distribution or gain is paid out by the Fund as a dividend to its shareholders; (ii) if the Fund were able and elected to treat\na PFIC as a “qualified electing fund” or “QEF,” the Fund would be required each year to include in income, and\ndistribute to shareholders in accordance with the distribution requirements set forth above, the Fund’s pro rata share of the ordinary\nearnings and net capital gains of the PFIC, whether

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or not such\nearnings or gains are distributed to the Fund; or (iii) the Fund may be entitled to mark-to-market annually shares of the PFIC, and in\nsuch event would be required to distribute to shareholders any such mark-to-market gains in accordance with the distribution requirements\nset forth above. The Fund intends to make the appropriate tax elections, if possible, and take any additional steps that are necessary\nto mitigate the effect of these rules. Amounts included in income each year by the Fund arising from a QEF election will be “qualifying\nincome” under the Qualifying Income Test (as described above) even if not distributed to the Fund, if the Fund derives such income\nfrom its business of investing in stock, securities or currencies.

Certain Foreign Currency\nTax Issues. The Fund’s transactions in foreign currencies and forward foreign currency contracts will generally be\nsubject to special provisions of the Code that, among other things, may affect the character of gains and losses realized by the Fund\n(i.e., may affect whether gains or losses are ordinary or capital), accelerate recognition of income to the Fund and defer losses. These\nrules could therefore affect the character, amount and timing of distributions to shareholders. These provisions also may require the\nFund to mark-to-market certain types of positions in its portfolio (i.e., treat them as if they were closed out) which may cause the Fund\nto recognize income without receiving cash with which to make distributions in amounts necessary to satisfy the Distribution Requirements\nand for avoiding the excise tax described above. The Fund intends to monitor its transactions, intends to make the appropriate tax elections,\nand intends to make the appropriate entries in its books and records when it acquires any foreign currency or forward foreign currency\ncontract in order to mitigate the effect of these rules so as to prevent disqualification of the Fund as a RIC and minimize the imposition\nof income and excise taxes. Accordingly, the Fund may be required to liquidate its investments at a time when the Adviser might not otherwise\nhave chosen to do so.

The U.S. Treasury Department has authority to issue\nregulations that would exclude foreign currency gains from the Qualifying Income Test described above if such gains are not directly related\nto the Fund’s business of investing in stock or securities (or options and futures with respect to stock or securities). Accordingly,\nregulations may be issued in the future that could treat some or all of the Fund’s non-U.S. currency gains as non-qualifying income,\nthereby potentially jeopardizing the Fund’s status as a RIC for all years to which the regulations are applicable.

Foreign Taxes. \nDividends and interest received by the Fund may be subject to income, withholding or other taxes imposed by foreign countries and\nU.S. possessions that would reduce the yield on the Fund’s stock or securities. Tax conventions between certain countries and the\nUnited States may reduce or eliminate these taxes.

If more than\n50% of the value of the Fund’s total assets at the close of its taxable year consists of stocks or securities of foreign corporations,\nthe Fund will be eligible to and intends to file an election with the IRS that may enable shareholders, in effect, to receive either\nthe benefit of a foreign tax credit, or a deduction from such taxes with respect to any foreign and U.S. possessions income taxes paid\nby the Fund, subject to certain limitations. Pursuant to the election, the Fund will treat those taxes as dividends paid to its\nshareholders. Each such shareholder will be required to include a proportionate share of those taxes in gross income as income\nreceived from a foreign source and must treat the amount so included as if the shareholder had paid the foreign tax directly. The\nshareholder may then either deduct the taxes deemed paid by the shareholder in computing the shareholder’s taxable income or, alternatively,\nuse the foregoing information in calculating any foreign tax credit the shareholder may be entitled to use against the shareholders’\nfederal income tax. If the Fund makes the election, the Fund (or its administrative agent) will report annually to its shareholders the\nrespective amounts per share of the Fund’s income from

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sources within, and\ntaxes paid to, foreign countries and U.S. possessions. If the Fund does not hold sufficient\nforeign securities to meet the above threshold, then shareholders will not be entitled to claim a credit or further deduction with respect\nto foreign taxes paid by the Fund.

A shareholder’s\nability to claim a foreign tax credit or deduction in respect of foreign taxes paid by the Fund may be subject to certain limitations\nimposed by the Code, which may result in a shareholder not receiving a full credit or deduction (if any) for the amount of such taxes.\nIn particular, shareholders must hold their Fund shares (without protection from risk of loss) on the ex-dividend date and for at least\n15 additional days during the 31-day period surrounding the ex-dividend date to be eligible to claim a foreign tax credit with respect\nto a given dividend. Shareholders who do not itemize on their federal income tax returns may claim a credit (but no deduction) for such\nforeign taxes. Even if the Fund were eligible to make such an election for a given year, it may determine not to do so. Shareholders\nthat are not subject to U.S. federal income tax, and those who invest in the Fund through tax-advantaged accounts (including those who\ninvest through IRAs or other tax-advantaged retirement plans), generally will receive no benefit from any tax credit or deduction passed\nthrough by the Fund.

Under certain circumstances, if the Fund receives\na refund of foreign taxes paid in respect of a prior year, the value of Fund shares could be affected or any foreign tax credits or deductions\npassed through to shareholders in respect of the Fund’s foreign taxes for the current year could be reduced.

Tax-Exempt\nShareholders. Certain tax-exempt shareholders, including qualified pension plans, IRAs, salary deferral arrangements, 401(k)s,\nand other tax-exempt entities, generally are exempt from federal income taxation except with respect to their unrelated business taxable\nincome (“UBTI”). Under the Code, tax-exempt entities are not permitted to offset losses from one unrelated trade or business\nagainst the income or gain of another unrelated trade or business. Certain net operating losses arising in taxable years beginning\nbefore January 1, 2018 are permitted to offset gain and income created by an unrelated trade or business, if otherwise available. Under\ncurrent law, the Fund generally serves to block UBTI from being realized by its tax-exempt shareholders. However, notwithstanding\nthe foregoing, the tax-exempt shareholder could realize UBTI by virtue of an investment in the Fund where, for example: (i) the Fund\ninvests in residual interests of Real Estate Mortgage Investment Conduits (“REMICs”); (ii) the Fund invests in a real estate\ninvestment trust that is a taxable mortgage pool (“TMP”) or that has a subsidiary that is a TMP or that invests in the residual\ninterest of a REMIC; or (iii) shares in the Fund constitute debt-financed property in the hands of the tax-exempt shareholder within\nthe meaning of Section 514(b) of the Code. Charitable remainder trusts are subject to special rules and should consult their tax advisor.\nThe IRS has issued guidance with respect to these issues and prospective shareholders, especially charitable remainder trusts, are strongly\nencouraged to consult their tax advisors regarding these issues.

The Fund’s shares held in a tax-qualified retirement\naccount will generally not be subject to federal taxation on income and capital gains distributions from the Fund until a shareholder\nbegins receiving payments from their retirement account. Because each shareholder’s tax situation is different, shareholders should\nconsult their tax advisor about the tax implications of an investment in the Fund.

Backup Withholding. \nThe Fund (or a financial intermediary, such as a broker, through which a shareholder owns shares) will be required to withhold at the\n24% backup withholding rate (as “backup withholding”) on certain reportable payments to the shareholder if (1) the shareholder\nfails to furnish a taxpayer identification number in the required manner, (2) the Fund is notified that the taxpayer identification number\nfurnished by the shareholder is incorrect or, with respect to reportable interest or dividend payments, (3) the Fund is notified that\nthe shareholder is subject to backup withholding because of underreporting

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of interest\nor dividends, or (4) the shareholder fails to certify, when required, that the shareholder is not subject to backup withholding. Backup\nwithholding generally will not apply to a shareholder that properly establishes its foreign status under applicable IRS documentation\nrequirements.

Non-U.S.\nInvestors. Any non-U.S. investors in the Fund may be subject to U.S. withholding and estate tax, and may be subject to additional\nreporting obligations, and are therefore encouraged to consult their tax advisors prior to investing in the Fund. Foreign shareholders\n(i.e., nonresident alien individuals and foreign corporations, partnerships, trusts and estates) are generally subject to U.S. withholding\ntax at the rate of 30% (or a lower tax treaty rate) on distributions derived from taxable ordinary income. The Fund may, under certain\ncircumstances, report all or a portion of a dividend as an “interest-related dividend” or a “short-term capital gain\ndividend,” which would generally be exempt from this 30% U.S. withholding tax, provided certain other requirements are met. Short-term\ncapital gain dividends received by a nonresident alien individual are not exempt from this 30% withholding tax if the individual is present\nin the U.S. for a period or periods aggregating 183 days or more during the taxable year and certain other conditions are satisfied. \nGains realized by foreign shareholders from the sale or other disposition of shares of the Fund generally are not subject to U.S. taxation,\nunless the recipient is an individual who is present in the U.S. for 183 days or more during the taxable year and certain other conditions\nare satisfied. Foreign shareholders who fail to provide an applicable IRS form may be subject to backup withholding on certain payments\nfrom the Fund. Backup withholding will not be applied to payments that are subject to the 30% (or lower applicable treaty rate) withholding\ntax described in this paragraph. Different tax consequences may result if the foreign shareholder is engaged in a trade or business within\nthe United States. In addition, the tax consequences to a foreign shareholder entitled to claim the benefits of a tax treaty may be different\nthan those described above.

A beneficial holder of shares who is a foreign person\nmay be subject to foreign, state and local income tax and to the U.S. federal estate tax in addition to the U.S. federal income tax consequences\nreferred to above. If a shareholder is eligible for the benefits of a tax treaty, any effectively connected income or gain will generally\nbe subject to U.S. federal income tax on a net basis only if it is also attributable to a permanent establishment or fixed base maintained\nby the shareholder in the United States.

Under legislation generally known as “FATCA”\n(the Foreign Account Tax Compliance Act), the Fund is required to withhold 30% of certain ordinary dividends it pays to shareholders that\nfail to meet prescribed information reporting or certification requirements. In general, no such withholding will be required with respect\nto a U.S. person or non-U.S. person that timely provides the certifications required by the Fund or its agent on a valid IRS Form W-9\nor applicable series of IRS Form W-8, respectively. Shareholders potentially subject to withholding include foreign financial institutions\n(“FFIs”), such as non-U.S. investment funds, and non-financial foreign entities (“NFFEs”). To avoid withholding\nunder FATCA, an FFI generally must enter into an information sharing agreement with the IRS in which it agrees to report certain identifying\ninformation (including name, address, and taxpayer identification number) with respect to its U.S. account holders (which, in the case\nof an entity shareholder, may include its direct and indirect U.S. owners), and an NFFE generally must identify and provide other required\ninformation to the Fund or other withholding agent regarding its U.S. owners, if any. Such non-U.S. shareholders also may fall into certain\nexempt, excepted or deemed compliant categories as established by regulations and other guidance. A non-U.S. shareholder resident or doing\nbusiness in a country that has entered into an intergovernmental agreement with the U.S. to implement FATCA will be exempt from FATCA\nwithholding provided that the shareholder and the applicable foreign government comply with the terms of the agreement.

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A non-U.S. entity that invests in the Fund will need\nto provide the Fund with documentation properly certifying the entity’s status under FATCA in order to avoid FATCA withholding.\nNon-U.S. investors in the Fund should consult their tax advisors in this regard.

Tax Shelter\nReporting Regulations. Under U.S. Treasury regulations, generally, if a shareholder recognizes a loss with respect to the Fund’s\nshares of $2 million or more for an individual shareholder or S corporation or $10 million or more for a corporate shareholder other\nthan an S corporation (or certain greater amounts over a combination of taxable years), the shareholder must file with the IRS a disclosure\nstatement on Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under\ncurrent guidance, shareholders of a RIC such as the Fund are not excepted. Future guidance may extend the current exception from this\nreporting requirement to shareholders of most or all RICs. The fact that a loss is reportable under these regulations does not affect\nthe legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders should consult their tax advisors\nto determine the applicability of these regulations in light of their individual circumstances.

State Taxes. \nDepending upon state and local law, distributions by the Fund to its shareholders and the ownership of such shares may be subject\nto state and local taxes. Rules of state and local taxation of dividend and capital gains distributions from RICs often differ from the\nrules for federal income taxation described above. It is expected that the Fund will not be liable for any corporate excise, income or\nfranchise tax in Massachusetts if it qualifies as a RIC for federal income tax purposes.

Many states\ngrant tax-free status to dividends paid to you from interest earned on direct obligations of the U.S. government, subject in some states\nto minimum investment requirements that must be met by the Fund. Investments in Ginnie Mae or Fannie Mae securities, banker’s\nacceptances, commercial paper, and repurchase agreements collateralized by U.S. government securities do not generally qualify for such\ntax-free treatment. The rules on exclusion of this income are different for corporate shareholders. Shareholders are urged to consult\ntheir tax advisors regarding state and local taxes applicable to an investment in the Fund.

Because each shareholder’s tax situation is\ndifferent, shareholders should consult their tax advisor about the tax implications of an investment in the Fund.

FUND TRANSACTIONS

Brokerage Transactions. \nGenerally, equity securities, both listed and over-the-counter, are bought and sold through brokerage transactions for which commissions\nare payable. Purchases from underwriters will include the underwriting commission or concession, and purchases from dealers serving as\nmarket makers will include a dealer’s mark-up or reflect a dealer’s mark-down. Money market securities and other debt securities\nare usually bought and sold directly from the issuer or an underwriter or market maker for the securities. Generally, the Fund will not\npay brokerage commissions for such purchases. When a debt security is bought from an underwriter, the purchase price will usually include\nan underwriting commission or concession. The purchase price for securities bought from dealers serving as market makers will similarly\ninclude the dealer’s mark up or reflect a dealer’s mark down. When the Fund executes transactions in the over-the-counter\nmarket, it will generally deal with primary market makers unless prices that are more favorable are otherwise obtainable.

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In addition, the Adviser may place a combined order\nfor two or more accounts it manages, including the Fund, engaged in the purchase or sale of the same security if, in its judgment, joint\nexecution is in the best interest of each participant and will result in best price and execution. Transactions involving commingled orders\nare allocated in a manner deemed equitable to each account or fund. Although it is recognized that, in some cases, the joint execution\nof orders could adversely affect the price or volume of the security that a particular account or the Fund may obtain, it is the opinion\nof the Adviser that the advantages of combined orders outweigh the possible disadvantages of combined orders.

Brokerage Selection. \nThe Trust does not expect to use one particular broker or dealer, and when one or more brokers is believed capable of providing\nthe best combination of price and execution, the Adviser may select a broker based upon brokerage or research services provided to the\nAdviser. The Adviser may pay a higher commission than otherwise obtainable from other brokers in return for such services only if\na good faith determination is made that the commission is reasonable in relation to the services provided.

Section 28(e) of the 1934 Act permits the Adviser,\nunder certain circumstances, to cause the Fund to pay a broker or dealer a commission for effecting a transaction in excess of the amount\nof commission another broker or dealer would have charged for effecting the transaction in recognition of the value of brokerage and research\nservices provided by the broker or dealer. In addition to agency transactions, the Adviser may receive brokerage and research services\nin connection with certain riskless principal transactions, in accordance with applicable SEC guidance. Brokerage and research services\ninclude: (1) furnishing advice as to the value of securities, the advisability of investing in, purchasing or selling securities, and\nthe availability of securities or purchasers or sellers of securities; (2) furnishing analyses and reports concerning issuers, industries,\nsecurities, economic factors and trends, portfolio strategy, and the performance of accounts; and (3) effecting securities transactions\nand performing functions incidental thereto (such as clearance, settlement, and custody). In the case of research services, the Adviser\nbelieves that access to independent investment research is beneficial to its investment decision-making processes and, therefore, to the\nFund.

To the extent that research services may be a factor\nin selecting brokers, such services may be in written form or through direct contact with individuals and may include information as to\nparticular companies and securities as well as market, economic, or institutional areas and information which assists in the valuation\nand pricing of investments. Examples of research-oriented services for which the Adviser might utilize Fund commissions include\nresearch reports and other information on the economy, industries, sectors, groups of securities, individual companies, statistical information,\npolitical developments, technical market action, pricing and appraisal services, credit analysis, risk measurement analysis, performance\nand other analysis. The Adviser may use research services furnished by brokers in servicing all client accounts and not all services\nmay necessarily be used in connection with the account that paid commissions to the broker providing such services. Information\nso received by the Adviser will be in addition to and not in lieu of the services required to be performed by the Adviser under the Advisory\nAgreement. Any advisory or other fees paid to the Adviser are not reduced as a result of the receipt of research services.

In some cases the Adviser may receive a service from\na broker that has both a “research” and a “non-research” use. When this occurs, the Adviser makes a good\nfaith allocation, under all the circumstances, between the research and non-research uses of the service. The percentage of the\nservice that is used for research purposes may be paid for with client commissions, while the Adviser will use its own funds to pay for\nthe percentage of the service that is used for non-research purposes. In making this good faith allocation, the Adviser faces a potential\nconflict of interest, but the Adviser believes that its allocation

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procedures are reasonably designed to ensure that\nit appropriately allocates the anticipated use of such services to their research and non-research uses.

From time to time, the Adviser may purchase new issues\nof securities for clients, including the Fund, in a fixed price offering. In these situations, the seller may be a member of the\nselling group that will, in addition to selling securities, provide the Adviser with research services. The Financial Industry Regulatory\nAuthority (“FINRA”) has adopted rules expressly permitting these types of arrangements under certain circumstances. \nGenerally, the seller will provide research “credits” in these situations at a rate that is higher than that which is available\nfor typical secondary market transactions. These arrangements may not fall within the safe harbor of Section 28(e).

Brokerage with Fund\nAffiliates. The Fund may execute brokerage\nor other agency transactions through registered broker-dealer affiliates of either the Fund or the Adviser for a commission in conformity\nwith the 1940 Act and rules promulgated by the SEC. The 1940 Act requires\nthat commissions paid to the affiliate by the Fund for exchange transactions not exceed “usual and customary” brokerage commissions. \nThe rules define “usual and customary” commissions to include amounts which are “reasonable and fair compared to the\ncommission, fee or other remuneration received or to be received by other brokers in connection with comparable transactions involving\nsimilar securities being purchased or sold on a securities exchange during a comparable period of time.” The Trustees, including\nthose who are not “interested persons” of the Fund, have adopted procedures for evaluating the reasonableness of commissions\npaid to affiliates and review these procedures periodically.

Securities of “Regular\nBroker-Dealers.” The Fund is required to identify any securities of its “regular\nbrokers and dealers” (as such term is defined in the 1940 Act) that the Fund held during its most recent fiscal year. Because the\nFund is new, as of the date of this SAI, the Fund did not hold any securities of its “regular brokers or dealers.”

Portfolio Turnover\nRate. Portfolio turnover is calculated by dividing the lesser of total purchases or\nsales of portfolio securities for the fiscal year by the monthly average value of portfolio securities owned during the fiscal year. Excluded\nfrom both the numerator and denominator are amounts relating to securities whose maturities at the time of acquisition were one year or\nless. Because the Fund is new, as of the date of this SAI, the Fund does not have portfolio turnover information to report.

PORTFOLIO HOLDINGS

The Board has approved policies and procedures that\ngovern the timing and circumstances regarding the disclosure of Fund portfolio holdings information to shareholders and third parties.\nThese policies and procedures are designed to ensure that disclosure of information regarding the Fund’s portfolio securities is\nin the best interests of Fund shareholders, and include procedures to address conflicts between the interests of the Fund’s shareholders,\non the one hand, and those of the Adviser, principal underwriter or any affiliated person of the Fund, the Adviser, or the principal underwriter,\non the other. Pursuant to such procedures, the Board has authorized the Adviser’s Chief\nCompliance Officer (the “Authorized Person”) to authorize the release of the Fund’s portfolio holdings, as necessary,\nin conformity with the foregoing principles. The Authorized Person reports quarterly to the Board regarding the implementation of\nsuch policies and procedures.

Pursuant to applicable law, the Fund is required\nto disclose its complete portfolio holdings quarterly, within 60 days of the end of each fiscal quarter (currently, each October 31, January\n31, April 30 and July 31). The Fund files with the SEC a

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complete schedule of investments following the second\nand fourth fiscal quarters on Form N-CSR and a complete schedule of investments following the first and third fiscal quarters as exhibits\nto Form N-PORT. Complete schedules of investments filed with the SEC on Form N-CSR and as exhibits to Form N-PORT are available, free\nof charge, on the SEC’s website (www.sec.gov) and are distributed to Fund shareholders upon request. Each Semi-Annual and Annual\nReport is also distributed to Fund shareholders.

The Fund generally posts a detailed list of its securities\n(portfolio holdings) as of the most recent calendar month end, 30 days after the end of the calendar month. In addition, the Fund\ngenerally posts its ten largest portfolio holdings, and the percentage that each of these holdings represents of the Fund’s total\nassets, as of the most recent calendar month end, 10 calendar days after the end of the calendar month. These postings can be found on\nthe internet at https://aicfundholdings.seic.com and generally remain until replaced by new postings as described above. The Adviser may\nexclude any portion of the Fund’s portfolio holdings from publication when deemed in the best interest of the Fund.

The Fund’s policies and procedures provide\nthat the Authorized Person may authorize disclosure of portfolio holdings information to third parties at differing times and/or with\ndifferent lag times than the information posted to the internet provided that the recipient is, either by contractual agreement or otherwise\nby law, (i) required to maintain the confidentiality of the information and (ii) prohibited from using the information to facilitate or\nassist in any securities transactions or investment program. No compensation or other consideration is paid to or received by any\nparty in connection with the disclosure of portfolio holdings information, including the Fund, the Adviser and its affiliates or recipients\nof the Fund’s portfolio holdings information. The Fund will review a third party’s\nrequest for portfolio holdings information to determine whether the third party has legitimate business objectives in requesting such\ninformation.

In addition, the Fund’s Adviser, Administrator,\nCustodian, Transfer Agent, financial printer, pricing vendors, liquidity analytics vendors, class action reclaim vendors and foreign tax\nreclaim vendors and other vendors that provide the Adviser with various middle office, back office, client reporting and portfolio analytics\nservices may receive portfolio holdings information as frequently as daily in connection with their services to the Fund. In addition\nto any contractual provisions relating to confidentiality of information that may be included in the service providers contract with the\nTrust, these arrangements impose obligations on the Fund’s service providers that would prohibit them from disclosing or trading\non the Fund’s non-public information.

The Adviser may manage other accounts that are not\nsubject to these policies and procedures with investment objectives and strategies that are substantially similar to those of the Fund.\nBecause the portfolio holdings of such accounts may be substantially similar, and in some cases nearly identical, to those of the Fund,\nan investor in such an account may be able to infer the portfolio holdings of the Fund from the portfolio holdings of the account.

DESCRIPTION OF SHARES

The Declaration of Trust authorizes the issuance\nof an unlimited number of funds and shares of each fund, each of which represents an equal proportionate interest in that fund with each\nother share. Shares are entitled upon liquidation to a pro rata share in the net assets of a fund. Shareholders have no preemptive\nrights. The Declaration of Trust provides that the Trustees may create additional series or classes of shares. All consideration\nreceived by the Trust for shares of any additional funds and all assets in which such consideration is invested would belong to that fund\nand would be subject to the liabilities

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related thereto. Share certificates representing\nshares will not be issued. The Fund’s shares, when issued, are fully paid and non-assessable.

SHAREHOLDER LIABILITY

The Trust is an entity of the type commonly known\nas a “Massachusetts business trust.” Under Massachusetts law, shareholders of such a trust could, under certain circumstances,\nbe held personally liable as partners for the obligations of the trust. Even if, however, the Trust were held to be a partnership,\nthe possibility of the shareholders incurring financial loss for that reason appears remote because the Declaration of Trust contains\nan express disclaimer of shareholder liability for obligations of the Trust and requires that notice of such disclaimer be given in each\nagreement, obligation or instrument entered into or executed by or on behalf of the Trust or the Trustees, and because the Declaration\nof Trust provides for indemnification out of the Trust property for any shareholder held personally liable for the obligations of the\nTrust.

LIMITATION OF TRUSTEES’\nLIABILITY

The Declaration of Trust provides that a Trustee\nshall be liable only for his or her own willful defaults and, if reasonable care has been exercised in the selection of officers, agents,\nemployees or investment advisers, shall not be liable for any neglect or wrongdoing of any such person. The Declaration of Trust\nalso provides that the Trust will indemnify its Trustees and officers against liabilities and expenses incurred in connection with actual\nor threatened litigation in which they may be involved because of their offices with the Trust unless it is determined in the manner provided\nin the Declaration of Trust that they have not acted in good faith in the reasonable belief that their actions were in the best interests\nof the Trust. However, nothing in the Declaration of Trust shall protect or indemnify a Trustee against any liability for his or\nher willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties. Nothing contained in this section\nattempts to disclaim a Trustee’s individual liability in any manner inconsistent with the federal securities laws.

PROXY VOTING

The Board has delegated responsibility for decisions\nregarding proxy voting for securities held by the Fund to the Adviser. The Adviser will vote such proxies in accordance with its\nproxy voting policies and procedures, which are included in Appendix B to this SAI.

The Trust is required to disclose annually the\nFund’s complete proxy voting record during the most recent 12-month period ended June 30 on Form N-PX. This voting record is available:\n(i) without charge, upon request, by calling 866-487-9386 or by writing to the Fund at: TSW International Equity Fund, Attn: SEI Transfer\nAgency & Registrar Services, Inc., PO Box 1284, Oaks, Pennsylvania 19456; and (ii) on the SEC’s website at http://www.sec.gov.

CODES OF ETHICS

The Board, on behalf of the Trust, has adopted a\nCode of Ethics pursuant to Rule 17j-1 under the 1940 Act. In addition, the Adviser, the Distributor and the Administrator have adopted\nCodes of Ethics pursuant to Rule 17j-1. These Codes of Ethics apply to the personal investing activities of trustees, officers and\ncertain employees (“Access Persons”). Rule 17j-1 and the Codes of Ethics are designed to prevent unlawful practices\nin connection with the purchase or sale of securities by Access Persons. Under each Code of Ethics, Access Persons are permitted\nto invest in securities, including securities that may be

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purchased or held by the Fund, but are required to\nreport their personal securities transactions for monitoring purposes. In addition, certain Access Persons are required to obtain\napproval before investing in initial public offerings or private placements or are prohibited from making such investments. Copies\nof these Codes of Ethics are on file with the SEC, and are available to the public.

PRINCIPAL\nSHAREHOLDERS AND CONTROL PERSONS

Because the Fund is new, as of the date of this SAI,\nthe Fund did not have any principal shareholders or control persons to report.

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APPENDIX A

DESCRIPTION OF RATINGS

Description of Ratings

The following descriptions of securities ratings\nhave been published by Moody’s Investors Services, Inc. (“Moody’s”), S&P Global Ratings (“S&P”),\nand Fitch Ratings (“Fitch”), respectively.

Description of Moody’s\nGlobal Ratings

Ratings assigned on Moody’s global long-term\nand short-term rating scales are forward-looking opinions of the relative credit risks of financial obligations issued by non-financial\ncorporates, financial institutions, structured finance vehicles, project finance vehicles, and public sector entities. Long-term ratings\nare assigned to issuers or obligations with an original maturity of eleven months or more and reflect both on the likelihood of a default\nor impairment on contractual financial obligations and the expected financial loss suffered in the event of default or impairment. Short-term\nratings are assigned to obligations with an original maturity of thirteen months or less and reflect both on the likelihood of a default\nor impairment on contractual financial obligations and the expected financial loss suffered in the event of default or impairment.

Description of Moody’s\nGlobal Long-Term Ratings

Aaa Obligations\nrated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk.

Aa Obligations\nrated Aa are judged to be of high quality and are subject to very low credit risk.

A Obligations\nrated A are judged to be upper-medium grade and are subject to low credit risk.

Baa Obligations\nrated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics.

Ba Obligations\nrated Ba are judged to be speculative and are subject to substantial credit risk.

B Obligations\nrated B are considered speculative and are subject to high credit risk.

Caa Obligations\nrated Caa are judged to be speculative of poor standing and are subject to very high credit risk.

Ca Obligations\nrated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.

C Obligations\nrated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest.

A-1

Note: Moody’s\nappends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation\nranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking\nin the lower end of that generic rating category.

Hybrid Indicator\n(hyb)

The hybrid indicator (hyb) is appended to all ratings\nof hybrid securities issued by banks, insurers, finance companies, and securities firms. By their terms, hybrid securities allow for the\nomission of scheduled dividends, interest, or principal payments, which can potentially result in impairment if such an omission occurs.\nHybrid securities may also be subject to contractually allowable write-downs of principal that could result in impairment. Together with\nthe hybrid indicator, the long-term obligation rating assigned to a hybrid security is an expression of the relative credit risk associated\nwith that security.

Description of Moody’s\nGlobal Short-Term Ratings

P-1 Ratings\nof Prime-1 reflect a superior ability to repay short-term obligations.

P-2 Ratings\nof Prime-2 reflect a strong ability to repay short-term obligations.

P-3 Ratings\nof Prime-3 reflect an acceptable ability to repay short-term obligations.

NP Issuers\n(or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.

Description of Moody’s\nU.S. Municipal Short-Term Obligation Ratings

The Municipal Investment Grade (“MIG”)\nscale is used to rate U.S. municipal cash flow notes, bond anticipation notes and certain other short-term obligations, which typically\nmature in three years or less.

Moody’s U.S. municipal short-term obligation\nratings are as follows:

MIG 1 This\ndesignation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support,\nor demonstrated broad-based access to the market for refinancing.

MIG 2 This\ndesignation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group.

MIG 3 This\ndesignation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is\nlikely to be less well-established.

SG This designation\ndenotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.

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Description of Moody’s\nDemand Obligation Ratings

For variable rate demand obligations (“VRDOs”),\nMoody’s assigns both a long-term rating and a short-term payment obligation rating. The long-term rating addresses the issuer’s\nability to meet scheduled principal and interest payments. The short-term payment obligation rating addresses the ability of the issuer\nor the liquidity provider to meet any purchase price payment obligation resulting from optional tenders (“on demand”) and/or\nmandatory tenders of the VRDO. The short-term payment obligation rating uses the Variable Municipal Investment Grade (“VMIG”)\nscale. Transitions of VMIG ratings with conditional liquidity support differ from transitions of Prime ratings reflecting the risk that\nexternal liquidity support will terminate if the issuer’s long-term rating drops below investment grade. For VRDOs, Moody’s\ntypically assigns a VMIG rating if the frequency of the payment obligation is less than every three years. If the frequency of the payment\nobligation is less than three years, but the obligation is payable only with remarketing proceeds, the VMIG short-term rating is not assigned\nand it is denoted as “NR”.

Moody’s demand obligation ratings are as follows:

VMIG 1 This\ndesignation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity\nprovider and structural and legal protections.

VMIG 2 This\ndesignation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider\nand structural and legal protections.

VMIG 3 This\ndesignation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity\nprovider and structural and legal protections.

SG This designation\ndenotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not\nhave a sufficiently strong short-term rating or may lack the structural or legal protections.

Description of S&P’s\nIssue Credit Ratings

An S&P issue credit rating is a forward-looking\nopinion about the creditworthiness of an obligor with respect to a specific financial obligation, a specific class of financial obligations,\nor a specific financial program (including ratings on medium-term note programs and commercial paper programs). It takes into consideration\nthe creditworthiness of guarantors, insurers, or other forms of credit enhancement on the obligation and takes into account the currency\nin which the obligation is denominated. The opinion reflects S&P’s view of the obligor’s capacity and willingness to meet\nits financial commitments as they come due, and this opinion may assess terms, such as collateral security and subordination, which could\naffect ultimate payment in the event of default.

Issue credit ratings can be either long-term or short-term.\nShort-term issue credit ratings are generally assigned to those obligations considered short-term in the relevant market, typically with\nan original maturity of no more than 365 days. Short-term issue credit ratings are also used to indicate the creditworthiness of an obligor\nwith respect to put features on long-term obligations. S&P would typically assign a long-term issue credit rating to an obligation\nwith an original maturity of greater than 365 days. However, the ratings S&P assigns to certain instruments may diverge from these\nguidelines based on market practices. Medium-term notes are assigned long-term ratings.

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Issue credit ratings are based, in varying degrees,\non S&P’s analysis of the following considerations:

• The likelihood of payment—the capacity\nand willingness of the obligor to meet its financial commitments on an obligation in accordance with the terms of the obligation;

• The nature and provisions of the financial\nobligation, and the promise S&P imputes; and

• The protection afforded by, and relative\nposition of, the financial obligation in the event of a bankruptcy, reorganization, or other arrangement under the laws of bankruptcy\nand other laws affecting creditors’ rights.

An issue rating is an assessment of default risk\nbut may incorporate an assessment of relative seniority or ultimate recovery in the event of default. Junior obligations are typically\nrated lower than senior obligations, to reflect lower priority in bankruptcy, as noted above. (Such differentiation may apply when an\nentity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.)

NR indicates that a rating has not been assigned\nor is no longer assigned.

Description of S&P’s\nLong-Term Issue Credit Ratings*

AAA An obligation\nrated ‘AAA’ has the highest rating assigned by S&P. The obligor’s capacity to meet its financial commitments on\nthe obligation is extremely strong.

AA An obligation\nrated ‘AA’ differs from the highest-rated obligations only to a small degree. The obligor’s capacity to meet its financial\ncommitments on the obligation is very strong.

A An obligation\nrated ‘A’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations\nin higher-rated categories. However, the obligor’s capacity to meet its financial commitments on the obligation is still strong.

BBB An obligation\nrated ‘BBB’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more\nlikely to weaken the obligor’s capacity to meet its financial commitments on the obligation.

BB; B; CCC; CC; and\nC Obligations rated ‘BB’, ‘B’, ‘CCC’, ‘CC’, and ‘C’ are regarded as\nhaving significant speculative characteristics. ‘BB’ indicates the least degree of speculation and ‘C’ the highest.\nWhile such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or\nmajor exposure to adverse conditions.

BB An obligation\nrated ‘BB’ is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or\nexposure to adverse business, financial, or economic conditions that could lead to the obligor’s inadequate capacity to meet its\nfinancial commitments on the obligation.

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B An obligation\nrated ‘B’ is more vulnerable to nonpayment than obligations rated ‘BB’, but the obligor currently has the capacity\nto meet its financial commitments on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor’s\ncapacity or willingness to meet its financial commitments on the obligation.

CCC An obligation\nrated ‘CCC’ is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions\nfor the obligor to meet its financial commitments on the obligation. In the event of adverse business, financial, or economic conditions,\nthe obligor is not likely to have the capacity to meet its financial commitments on the obligation.

CC An obligation\nrated ‘CC’ is currently highly vulnerable to nonpayment. The ‘CC’ rating is used when a default has not yet occurred\nbut S&P expects default to be a virtual certainty, regardless of the anticipated time to default.

C An obligation\nrated ‘C’ is currently highly vulnerable to nonpayment, and the obligation is expected to have lower relative seniority or\nlower ultimate recovery compared with obligations that are rated higher.

D An obligation\nrated ‘D’ is in default or in breach of an imputed promise. For non-hybrid capital instruments, the ‘D’ rating\ncategory is used when payments on an obligation are not made on the date due, unless S&P believes that such payments will be made\nwithin the next five business days in the absence of a stated grace period or within the earlier of the stated grace period or the next\n30 calendar days. The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the taking of similar action\nand where default on an obligation is a virtual certainty, for example due to automatic stay provisions. A rating on an obligation is\nlowered to ‘D’ if it is subject to a distressed debt restructuring.

* Ratings\nfrom ‘AA’ to ‘CCC’ may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within\nthe rating categories.

Description of S&P’s\nShort-Term Issue Credit Ratings

A-1\nA short-term obligation rated ‘A-1’ is rated in the highest category by S&P. The obligor’s capacity to meet\nits financial commitments on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+).\nThis indicates that the obligor’s capacity to meet its financial commitments on these obligations is extremely strong.

A-2\nA short-term obligation rated ‘A-2’ is somewhat more susceptible to the adverse effects of changes in circumstances\nand economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial commitments\non the obligation is satisfactory.

A-3 A short-term\nobligation rated ‘A-3’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances\nare more likely to weaken an obligor’s capacity to meet its financial commitments on the obligation.

B A short-term\nobligation rated ‘B’ is regarded as vulnerable and has significant speculative characteristics. The obligor currently has\nthe capacity to meet its financial commitments; however, it faces major ongoing uncertainties that could lead to the obligor’s inadequate\ncapacity to meet its financial commitments.

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C A short-term\nobligation rated ‘C’ is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic\nconditions for the obligor to meet its financial commitments on the obligation.

D A short-term\nobligation rated ‘D’ is in default or in breach of an imputed promise. For non-hybrid capital instruments, the ‘D’\nrating category is used when payments on an obligation are not made on the date due, unless S&P believes that such payments will be\nmade within any stated grace period. However, any stated grace period longer than five business days will be treated as five business\ndays. The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action and where\ndefault on an obligation is a virtual certainty, for example due to automatic stay provisions. A rating on an obligation is lowered to\n‘D’ if it is subject to a distressed debt restructuring.

Description of S&P’s\nMunicipal Short-Term Note Ratings

An S&P U.S. municipal note rating reflects S&P’s\nopinion about the liquidity factors and market access risks unique to the notes. Notes due in three years or less will likely receive\na note rating. Notes with an original maturity of more than three years will most likely receive a long-term debt rating. In determining\nwhich type of rating, if any, to assign, S&P’s analysis will review the following considerations:

• Amortization schedule—the larger the\nfinal maturity relative to other maturities, the more likely it will be treated as a note; and

• Source of payment—the more dependent\nthe issue is on the market for its refinancing, the more likely it will be treated as a note.

S&P’s municipal\nshort-term note ratings are as follows:

SP-1 Strong\ncapacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+)\ndesignation.

SP-2 Satisfactory\ncapacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.

SP-3 Speculative\ncapacity to pay principal and interest.

D ‘D’\nis assigned upon failure to pay the note when due, completion of a distressed debt restructuring, or the filing of a bankruptcy petition\nor the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions.

Description of Fitch’s\nCredit Ratings

Fitch’s credit ratings relating to issuers\nare forward looking opinions on the relative ability of an entity or obligation to meet financial commitments. Credit ratings relating\nto securities and obligations of an issuer can include a recovery expectation. Credit ratings are used as indications of the likelihood\nof repayment in accordance with the terms of the issuance.

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Fitch’s credit rating scale for issuers and\nissues is expressed using the categories ‘AAA’ to ‘BBB’ (investment grade) and ‘BB’ to ‘D’\n(speculative grade) with an additional +/- for AA through CCC levels indicating relative differences of probability of default or recovery\nfor issues. The terms “investment grade” and “speculative grade” are market conventions and do not imply any recommendation\nor endorsement of a specific security for investment purposes. Investment grade categories indicate relatively low to moderate credit\nrisk, while ratings in the speculative grade categories signal either a higher level of credit risk or that a default has already occurred.

Fitch may also disclose issues relating to a rated\nissuer that are not and have not been rated. Such issues are also denoted as ‘NR’ on its webpage.

Fitch’s credit ratings do not directly address\nany risk other than credit risk. Credit ratings do not deal with the risk of market value loss due to changes in interest rates,\nliquidity and/or other market considerations. However, market risk may be considered to the extent that it influences the ability of an\nissuer to pay or refinance a financial commitment. Ratings nonetheless do not reflect market risk to the extent that they influence the\nsize or other conditionality of the obligation to pay upon a commitment (for example, in the case of payments linked to performance of\nan index).

Credit ratings are indications of the likelihood\nof repayment in accordance with the terms of the issuance. In limited cases, Fitch may include additional\nconsiderations (i.e. rate to a higher or lower standard than that implied in the obligation’s documentation).

Description of Fitch’s\nLong-Term Corporate Finance Obligations Ratings

AAA Highest\ncredit quality. ‘AAA’ ratings denote the lowest expectation of default risk. They are assigned only in cases of exceptionally\nstrong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.

AA Very high\ncredit quality. ‘AA’ ratings denote expectations of very low default risk. They indicate very strong capacity for payment\nof financial commitments. This capacity is not significantly vulnerable to foreseeable events.

A High credit\nquality. ‘A’ ratings denote expectations of low default risk. The capacity for payment of financial commitments is considered\nstrong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.

BBB Good credit\nquality. ‘BBB’ ratings indicate that expectations of default risk are currently low. The capacity for payment of financial\ncommitments is considered adequate, but adverse business or economic conditions are more likely to impair this capacity.

BB Speculative.\n‘BB’ ratings indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in business\nor economic conditions over time; however, business or financial alternatives may be available to allow financial commitments to be met.

B Highly speculative.\n‘B’ ratings indicate that material default risk is present.

CCC Substantial\ncredit risk. ‘CCC’ ratings indicate that substantial default risk is present.

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CC\nVery high levels of credit risk. ‘CC’ ratings indicate very high levels of default\nrisk.

C\nExceptionally high levels of credit risk. ‘C’ ratings indicate exceptionally high\nlevels of credit risk.

Ratings in the categories of ‘CCC’, ‘CC’\nand ‘C’ can also relate to obligations or issuers that are in default. In this case, the rating does not opine on default\nrisk but reflects the recovery expectation only.

Defaulted obligations typically are not assigned\n‘RD’ or ‘D’ ratings, but are instead rated in the ‘CCC’ to ‘C’ rating categories, depending\non their recovery prospects and other relevant characteristics. This approach better aligns obligations that have comparable overall expected\nloss but varying vulnerability to default and loss.

Description of Fitch’s\nShort-Term Ratings

A short-term issuer or obligation rating is based in all cases on the\nshort-term vulnerability to default of the rated entity and relates to the capacity to meet financial obligations in accordance with the\ndocumentation governing the relevant obligation. Short-term deposit ratings may be adjusted for loss severity. Short-Term Ratings are\nassigned to obligations whose initial maturity is viewed as “short term” based on market convention (a long-term rating can\nalso be used to rate an issue with short maturity). Typically, this means a timeframe of up to 13 months for corporate, sovereign, and\nstructured obligations and up to 36 months for obligations in U.S. public finance markets.

Fitch’s short-term ratings are as follows:

F1 Highest\nshort-term credit quality. Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added “+”\nto denote any exceptionally strong credit feature.

F2 Good short-term\ncredit quality. Good intrinsic capacity for timely payment of financial commitments.

F3 Fair short-term\ncredit quality. The intrinsic capacity for timely payment of financial commitments is adequate.

B Speculative\nshort-term credit quality. Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse\nchanges in financial and economic conditions.

C High short-term\ndefault risk. Default is a real possibility.

RD Restricted\ndefault. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial\nobligations. Typically applicable to entity ratings only.

D Default.\nIndicates a broad-based default event for an entity, or the default of a short-term obligation.

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APPENDIX B – PROXY VOTING POLICIES AND\nPROCEDURES

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Policy

TSW\nhas a fiduciary responsibility to its clients for voting proxies, where authorized, for portfolio securities consistent with the best\neconomic interests of its clients. TSW maintains written policies and procedures as to the handling, research, voting and reporting of\nproxy voting and makes appropriate disclosures about our Firm’s proxy voting policies and practices in Form ADV Part 2A. In addition,\nwe review our policies and practices no less than annually for adequacy; to make sure they have been implemented effectively, and to make\nsure they continue to be reasonably designed to ensure that proxies are voted in the best interests of our clients. \nOur policy and practice include the responsibility to monitor corporate actions and potential conflicts\nof interest, receive and vote client proxies, and make information available to clients about the voting of proxies for their portfolio\nsecurities while maintaining relevant and required records.

Background

Proxy voting is an important\nright of shareholders, and reasonable care and diligence should be undertaken to ensure that such rights are properly exercised.

Investment advisers registered\nwith the SEC, and which exercise voting authority with respect to client securities, are required by Rule 206(4)-6 of the Advisers Act\nto (a) adopt and implement written policies and procedures that are reasonably designed to ensure that client securities are voted in\nthe best interests of clients, which should include how an adviser addresses material conflicts that may arise between an adviser's interests\nand those of its clients; (b) disclose to clients how they may obtain information from the adviser with respect to the\nvoting of proxies for their securities; (c) describe to clients a summary of its proxy voting policies and procedures and, upon\nrequest, furnish a copy to its clients; and (d) maintain certain records relating to the adviser's proxy voting activities when the\nadviser has proxy voting authority.

A related companion release\nby the SEC also adopted rule and form amendments under the Securities Act and Investment Company Act similar to the above which TSW complies\nwith when acting as a sub-adviser to a mutual fund.

Responsibility

TSW’s Senior Compliance\nOfficer (Proxy Coordinator) has the responsibility for the organization and monitoring of our Proxy Voting policy, practices, and recordkeeping. \nImplementation and disclosure, including outlining our voting guidelines in our procedures, is the responsibility of the CCO and Chief\nOperating Officer. TSW has retained the services of a third-party provider, Institutional Shareholder Services, Inc. (“ISS”)\nto assist with the proxy process. ISS is a Registered Investment Adviser under the Advisers Act. It is a leading provider\nof proxy voting and corporate governance services. ISS provides TSW proxy proposal research and voting recommendations and votes proxies\non TSW’s behalf in accordance with ISS’s standard voting guidelines. Those guidelines cover the following areas:

• \nOperational Issues

• \nBoard of Directors

• \nProxy Contests

• \nAnti-takeover Defenses and Voting Related Issues

• \nMergers and Corporate Restructurings

• \nState of Incorporation

• \nCapital/ Restructuring

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• \nExecutive & Director Compensation

• \nSocial/Environmental Issues

• \nMutual Fund Proxies

TSW generally believes that\nvoting proxies in a manner that is favorable to a business’s long-term performance and valuation is in its clients’ best interests. \nHowever, a uniform voting policy may not be in the best interest of all clients. While TSW applies ISS’s standard policy guidelines\nto most clients, where appropriate we utilize ISS’s specialized, non-standard policy guidelines to meet specific client requirements.

TSW’s Proxy Coordinator\nis responsible for monitoring ISS’s voting procedures on an ongoing basis. TSW’s general procedure regarding the voting of\nproxies is addressed below. For instances not directly addressed in this policy the Proxy Oversight Representative should act in\naccordance with the principles outlined in the SEC’s Guidance Regarding Proxy Voting Responsibilities\nof Investment Advisers issued in August 2019 and supplemental release in September 2020 in consultation with the Proxy Coordinator.

Procedure

TSW has adopted various procedures\nand internal controls to review, monitor and ensure the Firm’s Proxy Voting policy is observed, implemented properly and amended\nor updated, as appropriate, which include the following:

Voting Procedures

• \nUpon timely receipt of proxy materials, ISS will automatically release vote instructions on client’s behalf as soon as custom\nresearch is completed. TSW retains authority to override the votes (before cut-off date) if TSW disagrees with the vote recommendation. \n

• \nThe Proxy Coordinator will monitor the voting process at ISS via ISS’s Proxy Exchange website (ISS’s online voting\nand research platform). Records of which accounts are voted, how accounts are voted, and how many shares are voted are kept electronically\nwith ISS.

• \nFor proxies not received by ISS, TSW and ISS will make a best effort attempt to receive ballots from the clients’ custodian\nprior to the vote cut-off date.

• \nTSW is responsible for account maintenance – opening and closing of accounts, transmission of holdings and account environment\nmonitoring. ISS will email TSW Compliance personnel to get approval when closing an account that was not directed by TSW.

• \nThe Chief Operating Officer (Proxy Oversight Representative) will keep abreast of any critical or exceptional events or events\nqualifying as a conflict of interest via ISS Proxy Exchange website and email.

• \nInvestment teams should keep the Proxy Oversight Representative and Proxy Coordinator informed of material issues affecting pending\nor upcoming proxy votes. If the Proxy Oversight Representative and Proxy Coordinator become aware of additional information that\nwould reasonably be expected to affect TSW’s vote, then this information should be considered prior to voting.

• \nTSW has the ability to override ISS recommended vote instructions and will do so if believed to be in the best interest of the\nclient. All changes are documented and coordinated between the Proxy Oversight Representative and/or Proxy Coordinator and the Portfolio\nManager and/or Research Analyst. Changes generally occur as a result of TSW’s communication with issuer management regarding\nmatters pertaining to securities held when the issuer questions or disputes ISS’s voting recommendation.

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• \nAll proxies are voted solely in the best interest of clients on a best-efforts basis. Proactive communication takes place\nvia regular communication with ISS’s Client Relations team.

• \nDisclosure

TSW will provide conspicuously\ndisplayed information in its Disclosure Document summarizing this Proxy Voting policy, including a statement that clients may request\ninformation regarding how TSW voted a client’s proxies, and that clients may request a copy of these policies and procedures. \n

See\nForm ADV, Part 2A – Item 17– Voting Client Securities

• \nDue to the SEC amendments to Form N-PX requiring additional disclosures on say-on-pay matters for proxy ballots issued on or after\nJuly 1, 2023, we utilize ISS and its services to satisfy the requirements under this amendment.

Client Requests for Information

• \nAll client requests for information regarding proxy votes, or policies and procedures received by any associate should be forwarded\nto the Proxy Coordinator.

• \nIn response to any request, the Proxy Coordinator will prepare a response to the client with the information requested, and as\napplicable, will include the name of the issuer, the proposal voted upon, and how TSW voted the client’s proxy with respect to each\nproposal about which the client inquired.

Voting Guidelines

• \nTSW has a fiduciary responsibility under ERISA to vote ERISA Plan proxies unless the Plan directs otherwise. TSW will vote\nproxies when directed by non-ERISA clients. In the absence of specific voting guidelines from the client and upon timely receipt\nof proxy materials from the custodian, TSW will vote proxies in the best interests of each particular client according to the recommended\nelection of ISS. ISS’s policy is to vote all proxies from a specific issuer the same way for each client, absent qualifying restrictions\nfrom a client. Clients are permitted to place reasonable restrictions on TSW's voting authority in the same manner that they may place\nsuch restrictions on the actual selection of account securities.

• \nISS will generally vote in favor of routine corporate housekeeping proposals such as the election of directors and selection of\nauditors absent conflicts of interest raised by auditors' non-audit services.

• \nISS will generally vote against proposals that cause board members to become entrenched, reduce shareholder control over management\nor in some way diminish shareholders’ present or future value.

• \nIn reviewing proposals, ISS will further consider the opinion of management and the effect on management, and the effect on shareholder\nvalue and the issuer’s business practices.

• \nA complete summary of ISS’s U.S. and International voting guidelines is available at: https://www.issgovernance.com/policy

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Forensic Testing Procedures

• \nNo less than quarterly, TSW’s Proxy Coordinator will review the ISS Proxy Exchange Master Account List to ensure all appropriate\naccounts are being voted.

• \nTSW will conduct periodic tests to review proxy voting records and the application of general voting guidelines, especially in\ncircumstances such as corporate events (e.g., mergers and acquisition transactions, dissolutions, conversions, consolidations, etc.) or\ncontested director elections. Any matter warranting additional, often issuer-specific review will be escalated to the Portfolio\nManager and Research Analyst as needed.

• \nTSW occasionally communicates directly with issuer management regarding matters pertaining to securities held in the portfolio\nwhen it questions or disputes ISS’s voting recommendation.

Conflicts of Interest

• \nTSW will identify any conflicts that exist between the interests of the adviser and each client by reviewing the relationship of\nTSW with the issuer of each security to determine if TSW or any of its associates has any financial, business or personal relationship\nwith the issuer.

• \nIf a material conflict of interest exists, the Proxy Coordinator will instruct ISS to vote using ISS’s standard policy guidelines\nwhich are derived independently from TSW.

• \nTSW will maintain a record of the voting resolution of any conflict of interest.

• \nISS also maintains a Conflicts Policy which indicates how they address any potential conflicts of\ninterest and is available at: https://www.issgovernance.com/compliance/due-diligence-materials \n

Practical Limitations Relating to Proxy Voting

TSW makes a best effort to vote\nproxies. In certain circumstances, it may be impractical or impossible for TSW to do so. Identifiable circumstances include:\n

• \nLimited Value: Where TSW has concluded that to do so would have no identifiable economic\nbenefit to the client-shareholder;

• \nUnjustifiable Cost: When the costs of or disadvantages resulting from voting, in TSW’s\njudgment, outweigh the economic benefits of voting;

• \nSecurities Lending: If securities are on loan on the record date, the client lending\nthe security is not eligible to vote the proxy. Because TSW generally is not aware of when a security is on loan, we will not likely\nhave the opportunity to recall the security prior to the record date; and

• \nFailure to receive proxy statements: TSW may not be able to vote proxies in connection\nwith certain holdings, most frequently for foreign securities, if it does not receive the account’s proxy statement in time to vote\nthe proxy.

Recordkeeping

TSW and/or ISS shall retain\nthe following proxy records in accordance with the SEC’s five-year retention requirement:

• \nThese policies and procedures and any amendments;

• \nEach proxy statement that ISS receives;

• \nA record of each vote that ISS casts on behalf of TSW;

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• \nAny document ISS created that was material to making a decision regarding how to vote proxies, or that memorializes that decision;\nand

• \nA copy of each client request for information on how ISS voted such client’s proxies (i.e., Vote Summary Report), and a copy\nof any response.

Due Diligence and Error Procedures

• \nTSW will periodically perform due diligence on ISS, focusing on the following areas:

• \nAdequacy of ISS’s staffing and personnel;

• \nAdequacy/robustness of ISS’s Policies and Procedures and review of their policies for conflict issues;

• \nAdequacy of control environment and operational controls of ISS (i.e., SSAE 18);

• \nReview of any specific conflicts ISS may have with regard to TSW;

• \nReview of ISS for any business changes that may affect services provided to TSW; and

• \nReview quarterly reporting package provided by ISS and enhance this package as necessary for any additional information that is\nneeded.

TSW will take the following\nsteps should there ever be an issue/error that occurs with regard to its proxy voting responsibilities:

• \nFollow up with ISS to determine the cause of and the details surrounding the issue;

• \nReport back to the affected client immediately with such details and how the issue will be resolved;

• \nPut additional controls in place if necessary, to prevent such issues from occurring in the future; and

• \nReport back to the affected client with the final resolution and any remedial steps.

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PART C: OTHER INFORMATION

ITEM 28. EXHIBITS:

(a)(1)\nThe Advisors’ Inner Circle Fund II’s (the “Registrant”) Amended and Restated Agreement and Declaration of Trust,\ndated July 24, 1992, as amended and restated February 18, 2004 and August 10, 2004 (the “Agreement and Declaration of Trust”),\nis incorporated herein by reference to Exhibit (a)(3) of Post-Effective Amendment No. 36 to the Registrant’s Registration Statement\non Form N-1A (File No. 033-50718), filed with the U.S. Securities and Exchange Commission (the “SEC”) via EDGAR Accession\nNo. 0001135428-04-000490 on September 17, 2004.

(a)(2)\nAmendment No. 1, dated May 15, 2012, to the Agreement and Declaration of Trust, is incorporated herein by reference to Exhibit (a)(2)\nof Post-Effective Amendment No. 129 to the Registrant’s Registration Statement on Form N-1A (File No. 033-50718), filed with the\nSEC via EDGAR Accession No. 0001135428-12-000274 on May 30, 2012.

(a)(3)\nAmendment No. 2, dated September 26, 2022, to the Agreement and Declaration of Trust, is incorporated herein by reference to Exhibit (a)(3)\nof Post-Effective Amendment No. 284 to the Registrant’s Registration Statement on Form N-1A (File No. 033-50718), filed with the\nSEC via EDGAR Accession No. 0001398344-22-022784 on November 28, 2022.

(b)\nRegistrant’s Third Amended and Restated By-Laws are incorporated herein by reference to Exhibit (b) of Post-Effective Amendment\nNo. 273 to the Registrant’s Registration Statement on Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession No.\n0001398344-21-022457 on November 24, 2021.

(c)\nSee Article III and Article V of the Agreement and Declaration of Trust, which has been incorporated by reference in Exhibit (a)(1) to\nthis Registration Statement.

(d)(1)(i)\nInvestment Advisory Agreement, dated October 24, 2008, between the Registrant and Champlain Investment Partners, LLC, relating to the\nChamplain Funds, is incorporated herein by reference to Exhibit (d)(7) of Post-Effective Amendment No. 95 to the Registrant’s Registration\nStatement on Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession No. 0001135428-10-000419 on September 30, 2010.

(d)(1)(ii)\nAmended Schedule A, as revised August 22, 2023, to the Investment Advisory Agreement, dated October 24, 2008, between the Registrant and\nChamplain Investment Partners, LLC, relating to the Champlain Funds, is incorporated herein by reference to Exhibit (d)(1)(ii) of Post-Effective\nAmendment No. 290 to the Registrant’s Registration Statement on Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession\nNo. 0001398344-23-019317 on October 16, 2023.

(d)(1)(iii)\nInvestment Advisory Agreement, dated August 27, 2010, between the Registrant and W. H. Reaves & Co., Inc., relating to the Reaves\nInfrastructure Fund, is incorporated herein by reference to Exhibit (d)(1)(v) of Post-Effective Amendment No. 239 to the Registrant’s\nRegistration Statement on Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession No. 0001398344-18-017107 on November\n28, 2018.

(d)(1)(iv)\nInvestment Advisory Agreement, dated October 21, 2013 between the Registrant and Kopernik Global Investors, LLC, relating to the Kopernik\nFunds, is incorporated herein by reference to Exhibit (d)(30) of Post-Effective Amendment No. 159 to the Registrant’s Registration\nStatement on Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession No. 0001135428-13-000608 on October 23, 2013.

(d)(1)(v)\nSchedule A, as revised June 29, 2015, to the Investment Advisory Agreement, dated October 21, 2013, relating to the Kopernik Funds, is\nincorporated herein by reference to Exhibit (d)(1)(xv) of Post-Effective Amendment No. 192 to the Registrant’s Registration Statement\non Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession No. 0001135428-15-000441 on June 29, 2015.

(d)(1)(vi)\nInvestment Advisory Agreement, dated November 30, 2022, between the Registrant and PMV Capital Advisers, LLC, relating to the PMV Adaptive\nRisk Parity ETF, is incorporated herein by reference to Exhibit (d)(1)(xi) of Post-Effective Amendment No. 285 to the Registrant's Registration\nStatement on Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession No. 0001398344-22-024771 on December 20, 2022.

(d)(1)(vii)\nInvestment Advisory Agreement, dated November 17, 2023, between the Registrant and CastleArk Management LLC, relating to the CastleArk\nLarge Growth ETF, is incorporated herein by reference to Exhibit (d)(1)(ix) of Post-Effective Amendment No. 292 to the Registrant’s\nRegistration Statement on Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession No. 0001398344-23-022221 on December\n5, 2023.

(d)(1)(viii)\nInvestment Advisory Agreement, dated February 29, 2024, between the Registrant and Cullen Capital Management, LLC, is incorporated herein\nby reference to Exhibit (d)(1)(x) of Post-Effective Amendment No. 296 to the Registrant’s Registration Statement on Form N-1A (File\nNo. 003-50718), filed with the SEC via EDGAR Accession No. 0001398344-24-005119 on March 4, 2024.

(d)(1)(ix)\nInvestment Advisory Agreement, dated April 9, 2024, between the Registrant and Vontobel Asset Management, Inc., relating to the Vontobel\nInternational Equity Fund, is incorporated herein by reference to Exhibit (d)(1)(xi) of Post-Effective Amendment No. 299 to the Registrant’s\nRegistration Statement on Form N-1A (File No. 003-50718), filed with the SEC via EDGAR Accession No. 0001398344-24-007433 on April 22,\n2024.

(d)(1)(x)\nAmendment, dated April 2, 2025, to the Investment Advisory Agreement, dated April 9, 2024, between the Registrant and Vontobel Asset Management,\nInc., is incorporated herein by reference to Exhibit (d)(1)(x) of Post-Effective Amendment No. 318 to the Registrant’s Registration\nStatement on Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession No. 0001398344-25-009166 on May 12, 2025.

(d)(1)(xi)\nAmended Schedule A, as revised April 2, 2025, to the Investment Advisory Agreement, dated April 9, 2024, between the Registrant and Vontobel\nAsset Management, Inc., relating to the Vontobel International Equity Fund, Vontobel Global Equity Fund, Vontobel U.S. Equity Fund and\nVontobel International Equity Active ETF (the “Vontobel Funds”), is incorporated herein by reference to Exhibit (d)(1)(xi)\nof Post-Effective Amendment No. 318 to the Registrant’s Registration Statement on Form N-1A (File No. 033-50718), filed with the\nSEC via EDGAR Accession No. 0001398344-25-009166 on May 12, 2025.

(d)(1)(xii)\nInvestment Advisory Agreement, dated September 3, 2024, between the Registrant and 3EDGE Asset Management LP, relating to the 3EDGE Dynamic\nFixed Income ETF, 3EDGE Dynamic Hard Assets ETF, 3EDGE Dynamic International Equity ETF and 3EDGE Dynamic US Equity ETF (the “3EDGE\nFunds”), is incorporated herein by reference to Exhibit (d)(1)(xiii) of Post-Effective Amendment No. 306 to the Registrant’s\nRegistration Statement on Form N-1A (File No. 003-50718), filed with the SEC via EDGAR Accession No. 0001398344-24-017877 on September\n13, 2024.

(d)(1)(xiii)\nInvestment Advisory Agreement, dated December 3, 2024, between the Registrant and Frontier Asset Management, LLC, relating to the Frontier\nAsset Absolute Return ETF, Frontier Asset Core Bond ETF, Frontier Asset Opportunistic Credit ETF, Frontier Asset Global Small Cap Equity\nETF, Frontier Asset Total International Equity ETF and Frontier Asset U.S. Large Cap Equity ETF (the “Frontier Funds”), is\nincorporated herein by reference to Exhibit (d)(1)(xiv) of Post-Effective Amendment No. 312 to the Registrant’s Registration Statement\non Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession No. 0001398344-24-023365 on December 18, 2024.

(d)(1)(xiv)\nInvestment Advisory Agreement, dated December 2, 2025, between the Registrant and KKM Financial LLC, relating to the Mango Growth ETF,\nis incorporated herein by reference to Exhibit (d)(1)(xiv) of the Post-Effective Amendment No. 321 to the Registrant’s Registration\nStatement on Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession No. 0001398344-25-022601 on December 17, 2025.

(d)(1)(xv) Investment Advisory Agreement, dated October 22, 2026, between the Registrant and Thompson, Siegel & Walmsley LLC, relating to the TSW International Equity Fund, is filed herewith.

(d)(1)(xvi) Investment Advisory Agreement between\nthe Registrant and JOHCM (USA) Inc to be filed by amendment.

(d)(1)(xvii) Investment Advisory Agreement, dated [XX], between the Registrant\nand Halo Investment Services, LLC relating to the Halo Autocallable Accumulator Fund, to be filed by amendment.

(d)(2)(i)\nInvestment Sub-Advisory Agreement, dated September 19, 2023, between PMV Capital Advisers, LLC and Vident Advisory, LLC, is incorporated\nherein by reference to Exhibit (d)(2) of Post-Effective Amendment No. 295 to the Registrant’s Registration Statement on Form N-1A\n(File No. 033-50718), filed with the SEC via EDGAR Accession No. 0001398344-24-004813 on February 28, 2024.

(d)(2)(ii)\nInvestment Sub-Advisory Agreement, dated December 3, 2024, between Frontier Asset Management, LLC and Exchange Traded Concepts, LLC, is\nincorporated herein by reference to Exhibit (d)(2)(ii) of Post-Effective Amendment No. 312 to the Registrant’s Registration Statement\non Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession No. 0001398344-24-023365 on December 18, 2024.

(d)(2)(iii)\nInvestment Sub-Advisory Agreement, dated December 2, 2025, between KKM Financial LLC and Savoie Capital LLC, is incorporated herein by\nreference to Exhibit (d)(2)(iii) of Post-Effective Amendment No. 321 to the Registrant’s Registration Statement on Form N-1A (File\nNo. 033-50718), filed with the SEC via EDGAR Accession No. 0001398344-25-022601 on December 17, 2025.

(d)(2)(iv) Investment Sub-Advisory Agreement, dated\n[DATE], between JOHCM (USA) Inc and Vident Asset Management, to be filed by amendment.

(d)(2)(v) Investment Sub-Advisory Agreement, dated\n[DATE], between Halo Investment Services, LLC and Derivaty Co., to be filed by amendment.

(d)(3)(i)\nExpense Limitation Agreement between the Registrant and Champlain Investment Partners, LLC, relating to the Champlain Funds, is incorporated\nherein by reference to Exhibit (d)(3)(iii) of Post-Effective Amendment No. 213 to the Registrant's Registration Statement on Form N-1A\n(File No. 033-50718), filed with the SEC via EDGAR Accession No. 0001135428-16-001879 on November 28, 2016.

(d)(3)(ii)\nSchedule A, amended as of October 5, 2023, to the Expense Limitation Agreement between the Registrant and Champlain Investment Partners,\nLLC, relating to the Champlain Funds, is incorporated herein by reference to Exhibit (d)(3)(ii) of Post-Effective Amendment No. 290 to\nthe Registrant’s Registration Statement on Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession No. 0001398344-23-019317\non October 16, 2023.

(d)(3)(iii)\nAmended and Restated Expense Limitation Agreement, effective as of December 1, 2019, between the Registrant and Kopernik Global Investors,\nLLC, relating to the Kopernik Funds, is incorporated herein by reference to Exhibit (d)(3)(vi) of Post-Effective Amendment No. 247 to\nthe Registrant’s Registration Statement on Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession No. 0001398344-20-004787\non February 28, 2020.

(d)(3)(iv)\nExpense Limitation Agreement, dated November 30, 2022, between the Registrant and PMV Capital Advisers, LLC, relating to the PMV Adaptive\nRisk Parity ETF, is incorporated herein by reference to Exhibit (d)(3)(ix) of Post-Effective Amendment No. 285 to the Registrant's Registration\nStatement on Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession No. 0001398344-22-024771 on December 20, 2022.

(d)(3)(v)\nExpense Limitation Agreement, dated April 9, 2024, between the Registrant and Vontobel Asset Management, Inc., relating to the Vontobel\nInternational Equity Fund, is incorporated herein by reference to Exhibit (d)(3)(viii) of Post-Effective Amendment No. 299 to the Registrant’s\nRegistration Statement on Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession No. 0001398344-24-007433 on April 22,\n2024.

(d)(3)(vi)\nSchedule A, amended as of April 28, 2026, to the Expense Limitation Agreement, dated April 9, 2024, between the Registrant and Vontobel\nAsset Management, Inc., relating to the Vontobel Funds, is incorporated herein by reference to Exhibit (d)(3)(vi) of Post-Effective Amendment\nNo. 324 to the Registrant’s Registration Statement on Form N-1A (File No. 003-50718), filed with the SEC via EDGAR Accession No.\n0001398344-26-007912 on April 30, 2026.

(d)(3)(vii) Expense Limitation Agreement, dated October 22, 2026, between the Registrant and Thompson, Siegel & Walmsley LLC, relating to the TSW International Equity Fund, is filed herewith.

(e)(1)(i)\nDistribution Agreement, dated January 28, 1993, as amended and restated as of November 14, 2005, between the Registrant and SEI Investments\nDistribution Co., is incorporated herein by reference to Exhibit (e)(1) of Post-Effective Amendment No. 48 to the Registrant’s Registration\nStatement on Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession No. 0001135428-06-000209 on May 31, 2006.

(e)(1)(ii)\nAmendment No. 1, effective as of August 30, 2010, to the Distribution Agreement, dated January 28, 1993, as amended and restated as of\nNovember 14, 2005, between the Registrant and SEI Investments Distribution Co., is incorporated herein by reference to Exhibit (e)(2)\nof Post-Effective Amendment No. 125 to the Registrant’s Registration Statement on Form N-1A (File No. 033-50718), filed with the\nSEC via EDGAR Accession No. 0001135428-12-000088 on February 28, 2012.

(e)(1)(iii)\nAmendment No. 2, dated November 13, 2018, to the Distribution Agreement, dated January 28, 1993, as amended and restated as of November\n14, 2005, between the Registrant and SEI Investments Distribution Co., is incorporated herein by reference to Exhibit (e)(1)(ii) of Post-Effective\nAmendment No. 239 to the Registrant’s Registration Statement on Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession\nNo. 0001398344-18-017107 on November 28, 2018.

(e)(1)(iv)\nAmendment No. 3, dated December 13, 2022, to the Distribution Agreement, dated January 28, 1993, as amended and restated as of November\n14, 2005, between the Registrant and SEI Investments Distribution Co., is incorporated herein by reference to Exhibit (e)(1)(iv) of Post-Effective\nAmendment No. 285 to the Registrant's Registration Statement on Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession\nNo. 0001398344-22-024771 on December 20, 2022.

(e)(2)\nRevised Form of Sub-Distribution and Servicing Agreement for SEI Investments Distribution Co. is incorporated herein by reference to Exhibit\n(e)(2) of Post-Effective Amendment No. 76 to the Registrant’s Registration Statement on Form N-1A (File No. 033-50718), filed with\nthe SEC via EDGAR Accession No. 0001135428-08-000222 on May 30, 2008.

(e)(3)\nForm of Authorized Participant Agreement, is incorporated herein by reference to Exhibit (e)(3) of Post-Effective Amendment No. 285 to\nthe Registrant's Registration Statement on Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession No. 0001398344-22-024771\non December 20, 2022.

(f) Not Applicable.

(g)(1)\nCustody Agreement, dated February 12, 2013, between the Registrant and U.S. Bank, N.A. is incorporated herein by reference to Exhibit\n(g)(3) of Post-Effective Amendment No. 198 to the Registrant’s Registration Statement on Form N-1A (File No. 033-50718), filed with\nthe SEC via EDGAR Accession No. 0001135428-15-000799 on October 8, 2015.

(g)(2)\nCustodian and Transfer Agent Agreement, dated September 5, 2024, between the Registrant and U.S. Bank, N.A., is incorporated herein by\nreference to Exhibit (g)(2) of Post-Effective Amendment No. 306 to the Registrant’s Registration Statement on Form N-1A (File No.\n033-50718), filed with the SEC via EDGAR Accession No. 0001398344-24-017877 on September 13, 2024.

(g)(3)\nCustodian Agreement, dated November 25, 2014, between the Registrant and Brown Brothers Harriman & Co., is incorporated herein by\nreference to Exhibit (g)(6) of Post-Effective Amendment No. 232 to the Registrant’s Registration Statement on Form N-1A (File No.\n033-50718), filed with the SEC via EDGAR Accession No. 0001398344-18-003057 on February 28, 2018.

(g)(4)\nAmendment, dated December 1, 2020, to the Custodian Agreement, dated November 25, 2014, between the Registrant and Brown Brothers Harriman\n& Co., is incorporated herein by reference to Exhibit (g)(8) of Post-Effective Amendment No. 266 to the Registrant’s Registration\nStatement on Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession No. 0001398344-21-006517 on March 15, 2021.

(g)(5)\nAmendment, dated April 1, 2024, to the Custodian Agreement, dated November 25, 2014, between the Registrant and Brown Brothers Harriman\n& Co., is incorporated herein by reference to Exhibit (g)(4) of Post-Effective Amendment No. 299 to the Registrant’s Registration\nStatement on Form N-1A (File No. 003-50718), filed with the SEC via EDGAR Accession No. 0001398344-24-007433 on April 22, 2024.

(g)(6)\nAmendment, dated October 16, 2024, to the Custodian Agreement, dated November 25, 2014, between the Registrant and Brown Brothers Harriman\n& Co., is incorporated herein by reference to Exhibit (g)(6) of Post-Effective Amendment No. 309 to the Registrant’s Registration\nStatement on Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession No. 0001398344-24-019080 on October 21, 2024.

(g)(7)\nCustodian and Transfer Agent Agreement, dated December 6, 2022, between the Registrant and Brown Brothers Harriman & Co., is incorporated\nherein by reference to Exhibit (g)(4) of Post-Effective Amendment No. 285 to the Registrant's Registration Statement on Form N-1A (File\nNo. 033-50718), filed with the SEC via EDGAR Accession No. 0001398344-22-024771 on December 20, 2022.

(g)(8)\nAmendment, dated November 17, 2023, to the Custodian and Transfer Agent Agreement, dated December 6, 2022, between the Registrant and\nBrown Brothers Harriman & Co., is incorporated herein by reference to Exhibit (g)(5) of Post-Effective Amendment No. 292 to the Registrant’s\nRegistration Statement on Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession No. 0001398344-23-022221 on December\n5, 2023.

(g)(9)\nAmendment, dated February 5, 2024, to the Custodian and Transfer Agent Agreement, dated December 6, 2022, between the Registrant and Brown\nBrothers Harriman & Co., is incorporated herein by reference to Exhibit (g)(6) of Post-Effective Amendment No. 296 to the Registrant’s\nRegistration Statement on Form N-1A (File No. 003-50718), filed with the SEC via EDGAR Accession No. 0001398344-24-005119 on March 4,\n2024.

(g)(10)\nAmendment, dated November 12, 2024, to the Custodian and Transfer Agent Agreement, dated December 6, 2022, between the Registrant and\nBrown Brothers Harriman & Co., is incorporated herein by reference to Exhibit (g)(10) of Post-Effective Amendment No. 312 to the Registrant’s\nRegistration Statement on Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession No. 0001398344-24-023365 on December\n18, 2024.

(g)(11)\nAmendment, dated March 24, 2025, to the Custodian and Transfer Agent Agreement, dated December 6, 2022, between the Registrant and Brown\nBrothers Harriman & Co., is incorporated herein by reference to Exhibit (g)(11) of Post-Effective Amendment No. 318 to the Registrant’s\nRegistration Statement on Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession No. 0001398344-25-009166 on May 12, 2025.

(g)(12)\nAmendment, dated December 3, 2025, to the Custodian and Transfer Agent Agreement, dated December 6, 2022, between the Registrant and Brown\nBrothers Harriman & Co., is incorporated herein by reference to Exhibit (g)(12) of Post Effective Amendment No. 321 to the Registrant’s\nRegistration Statement on Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession No. 0001398344-25-022601 on December\n17, 2025.

(g)(13) Amendment, dated [XX], to the Custodian and\nTransfer Agent Agreement, dated December 6, 2022, between the Registrant and Brown Brothers Harriman & Co., to be filed by amendment.\n

(h)(1)(i)\nAmended and Restated Administration Agreement, dated November 13, 2018, between the Registrant and SEI Investments Global Funds Services,\nis incorporated herein by reference to Exhibit (h)(1)(i) of Post-Effective Amendment No. 241 to the Registrant’s Registration Statement\non Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession No. 0001398344-19-003594 on February 28, 2019.

(h)(1)(ii)\nAmendment, Dated May 24, 2023, to the Amended and Restated Administration Agreement, dated November 13, 2018, between the Registrant and\nSEI Investments Global Funds Services, is incorporated herein by reference to Exhibit (h)(1)(i) of Post-Effective Amendment No. 295 to\nthe Registrant’s Registration Statement on Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession No. 0001398344-24-004813\non February 28, 2024.

(h)(2)(i)\nAgency Agreement, dated April 1, 2006, as amended November 13, 2013, between the Registrant and SS&C Global Investor & Distribution\nSolutions, Inc. (formerly, DST Systems, Inc.), is incorporated herein by reference to Exhibit (h)(2)(vi) of Post-Effective Amendment No.\n198 to the Registrant’s Registration Statement on Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession No. 0001135428-15-000799\non October 8, 2015.

(h)(2)(ii)\nAmendment No. 1, dated April 30, 2018, to the Agency Agreement, dated April 1, 2006, as amended November 13, 2013, between the Registrant\nand SS&C Global Investor & Distribution Solutions, Inc. (formerly, DST Systems, Inc.), is incorporated herein by reference to\nExhibit (h)(2)(vii) of Post-Effective Amendment No. 243 to the Registrant’s Registration Statement on Form N-1A (File No. 033-50718),\nfiled with the SEC via EDGAR Accession No. 0001398344-19-009912 on May 31, 2019.

(h)(2)(iii)\nAmendment, dated June 26, 2018, to the Agency Agreement, dated April 1, 2006, as amended, between the Registrant and SS&C Global Investor\n& Distribution Solutions, Inc. (formerly, DST Systems, Inc.), is incorporated herein by reference to Exhibit (h)(2)(viii) of Post-Effective\nAmendment No. 243 to the Registrant’s Registration Statement on Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession\nNo. 0001398344-19-009912 on May 31, 2019.

(h)(2)(iv)\nAmendment, dated October 2023, to the Agency Agreement, dated April 1, 2006, as amended, between the Registrant and SS&C Global Investor\n& Distribution Solutions, Inc. (formerly, DST Systems, Inc.), is incorporated herein by reference to Exhibit (h)(2)(iv) of Post-Effective\nAmendment No. 295 to the Registrant’s Registration Statement on Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession\nNo. 0001398344-24-004813 on February 28, 2024.

(h)(2)(v)\nTransfer Agency Agreement, dated November 14, 2012, between the Registrant and Atlantic Shareholder Services, LLC is incorporated herein\nby reference to Exhibit (h)(15) of Post-Effective Amendment No. 161 to the Registrant’s Registration Statement on Form N-1A (File\nNo. 033-50718), filed with the SEC via EDGAR Accession No. 0001135428-13-000640 on November 27, 2013.

(h)(2)(vi) Transfer Agency Agreement, dated October 22, 2026, between the Registrant and SEI Transfer Agency and Registry Services, Inc., is filed herewith.

(h)(3)(i)\nShareholder Services Plan is incorporated herein by reference to Exhibit (h)(3) of Post-Effective Amendment No. 204 to the Registrant’s\nRegistration Statement on Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession No. 0001135428-16-001066 on February\n26, 2016.

(h)(3)(ii)\nAmended Exhibit A to the Shareholder Services Plan, is is incorporated herein by reference to Exhibit (g)(6) of Post-Effective Amendment\nNo. 309 to the Registrant’s Registration Statement on Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession No.\n0001398344-24-019080 on October 21, 2024.

(h)(4)(i)\nForm of Rule 12d1-4 Fund of Funds Investment Agreement is incorporated herein by reference to Exhibit (h)(4) of Post-Effective Amendment\nNo. 295 to the Registrant’s Registration Statement on Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession No.\n0001398344-24-004813 on February 28, 2024.

(i) Opinion and Consent of Counsel, Morgan, Lewis & Bockius LLP is filed herewith.

(j) Not Applicable.

(k) Not Applicable.

(l) Not Applicable.

(m)(1)\nDistribution Plan (compensation type), dated May 31, 2000, as amended November 16, 2004, is incorporated herein by reference to Exhibit\n(m)(1) of Post-Effective Amendment No. 110 to the Registrant’s Registration Statement on Form N-1A (File No. 033-50718), filed with\nthe SEC via EDGAR Accession No. 0001135428-11-000294 on May 27, 2011.

(m)(2)\nSchedule H, as revised May 19, 2015, to the Distribution Plan, dated May 31, 2000, as amended November 16, 2004, relating to the Kopernik\nFunds, is incorporated herein by reference to Exhibit (m)(6) of Post-Effective Amendment No. 192 to the Registrant’s Registration\nStatement on Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession No. 0001135428-15-000441 on June 29, 2015.

(m)(3)\nSchedule L, as revised May 21, 2024 to the Distribution Plan, dated May 31, 2000, as amended November 16, 2004, relating to the Vontobel\nInternational Equity Fund, Vontobel Global Equity Fund and Vontobel U.S. Equity Fund, is incorporated herein by reference to Exhibit (m)(4)\nof Post-Effective Amendment No. 304 to the Registrant’s Registration Statement on Form N-1A (File No. 003-50718), filed with the\nSEC via EDGAR Accession No. 0001398344-24-013703 on August 5, 2024.

(m)(4)\nDistribution Plan (compensation type), dated February 23, 2005, as amended and restated February 28, 2017, relating to the Champlain Funds,\nis incorporated herein by reference to Exhibit (m)(7) of Post-Effective Amendment No. 228 to the Registrant’s Registration Statement\non Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession No. 0001135428-17-001073 on November 28, 2017.

(m)(5)\nAmended Schedule A, dated August 22, 2023, to the Distribution Plan (compensation type), dated February 23, 2005, as amended and restated\nFebruary 28, 2017, relating to the Champlain Funds, is incorporated herein by reference to Exhibit (m)(5) of Post-Effective Amendment\nNo. 290 to the Registrant’s Registration Statement on Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession No.\n0001398344-23-019317 on October 16, 2023.

(m)(6)\nETF Distribution Plan, dated November 14, 2023, is incorporated herein by reference to Exhibit (m)(6) of Post-Effective Amendment No.\n292 to the Registrant’s Registration Statement on Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession No. 0001398344-23-022221\non December 5, 2023.

(m)(7)\nAmended Schedule A, dated February 25, 2025, to the ETF Distribution Plan, dated November 14, 2023, is incorporated herein by reference\nto Exhibit (m)(7) of Post-Effective Amendment No. 318 to the Registrant’s Registration Statement on Form N-1A (File No. 033-50718),\nfiled with the SEC via EDGAR Accession No. 0001398344-25-009166 on May 12, 2025.

(m)(8)\nAmended Schedule A, dated November 19, 2025, to the ETF Distribution Plan, dated November 14, 2023, is incorporated herein by reference\nto Exhibit (m)(8) of Post-Effective Amendment No. 321 to the Registrant’s Registration Statement on Form N-1A (File No. 033-50718),\nfiled with the SEC via EDGAR Accession No. 0001398344-25-022601 on December 17, 2025.

(m)(9) Amended Schedule A, dated [XX], 2026, to the\nETF Distribution Plan, dated November 14, 2023, to be filed by amendment.

(n)(1)\nAmended and Restated Rule 18f-3 Multiple Class Plan, dated February 21, 2007, including Amended and Restated Schedules and Certificates\nof Class Designation thereto, is incorporated herein by reference to Exhibit (n) of Post-Effective Amendment No. 183 to the Registrant’s\nRegistration Statement on Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession No. 0001135428-14-000736 on November\n26, 2014.

(n)(2)\nAmended and Restated Schedule C, dated August 22, 2023, to the Amended and Restated Rule 18f-3 Multiple Class Plan, dated February 21,\n2007, relating to the Champlain Funds, is incorporated herein by reference to Exhibit (n)(2) of Post-Effective Amendment No. 290 to the\nRegistrant’s Registration Statement on Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession No. 0001398344-23-019317\non October 16, 2023.

(n)(3)\nAmended and Restated Schedule G, dated August 21, 2018, to the Amended and Restated Rule 18f-3 Multiple Class Plan, dated February 21,\n2007, relating to the Kopernik Funds, is incorporated herein by reference to Exhibit (n)(4) of Post-Effective Amendment No. 241 to the\nRegistrant’s Registration Statement on Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession No. 0001398344-19-003594\non February 28, 2019.

(n)(4)\nAmended and Restated Schedule K, dated November 20, 2024, to the Amended and Restated Rule 18f-3 Multiple Class Plan, dated February 21,\n2007, relating to the Vontobel International Equity Fund, Vontobel Global Equity Fund and Vontobel U.S. Equity Fund, is incorporated herein\nby reference to Exhibit (n)(5) of Post-Effective Amendment No. 313 to the Registrant’s Registration Statement on Form N-1A (File\nNo. 033-50718), filed with the SEC via EDGAR Accession No. 0001398344-25-000230 on January 6, 2025.

(o) Not Applicable.

(p)(1)\nRegistrant’s Code of Ethics is incorporated herein by reference to Exhibit (p)(1) of Post-Effective Amendment No. 65 to the Registrant’s\nRegistration Statement on Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession No. 0001116502-07-002196 on November\n28, 2007.

(p)(2)\nSEI Investments Distribution Co. Code of Ethics, dated February 29, 2024, is incorporated herein by reference to Exhibit (p)(2) of Post-Effective\nAmendment No. 311 to the Registrant’s Registration Statement on Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession\nNo. 0001398344-24-022161 on November 27, 2024.

(p)(3)\nChamplain Investment Partners, LLC Code of Ethics, as revised February 2021, is incorporated herein by reference to Exhibit (p)(3) of\nPost-Effective Amendment No. 273 to the Registrant’s Registration Statement on Form N-1A (File No. 033-50718), filed with the SEC\nvia EDGAR Accession No. 0001398344-21-022457 on November 24, 2021.

(p)(4)\nW. H. Reaves & Co., Inc. Code of Ethics, as revised January 26, 2021, is incorporated herein by reference to Exhibit (p)(4) of Post-Effective\nAmendment No. 273 to the Registrant’s Registration Statement on Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession\nNo. 0001398344-21-022457 on November 24, 2021.

(p)(5)\nKopernik Global Investors, LLC Code of Ethics, as revised June 3, 2024, is incorporated herein by reference to Exhibit (p)(5) of Post-Effective\nAmendment No. 316 to the Registrant’s Registration Statement on Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession\nNo. 0001398344-25-004363 on February 28, 2025.

(p)(6)\nSEI Investments Global Funds Services Code of Ethics, dated September 2023, is incorporated herein by reference to Exhibit (p)(6) of Post-Effective\nAmendment No. 311 to the Registrant’s Registration Statement on Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession\nNo. 0001398344-24-022161 on November 27, 2024.

(p)(7)\nPMV Capital Advisers, LLC Code of Ethics, dated September 28, 2022, is incorporated herein by reference to Exhibit (p)(10) of Post-Effective\nAmendment No. 285 to the Registrant’s Registration Statement on Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession\nNo. 0001398344-22-024771 on December 20, 2022.

(p)(8)\nVident Advisory, LLC Code of Ethics, as revised May 31, 2024, is incorporated herein by reference to Exhibit (p)(9) of Post-Effective\nAmendment No. 316 to the Registrant’s Registration Statement on Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession\nNo. 0001398344-25-004363 on February 28, 2025.

(p)(9)\nCastleArk Management LLC Code of Ethics, dated February 2024, is incorporated herein by reference to Exhibit (p)(11) of Post-Effective\nAmendment No. 311 to the Registrant’s Registration Statement on Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession\nNo. 0001398344-24-022161 on November 27, 2024.

(p)(10)\nCullen Capital Management, LLC Code of Ethics, dated April 1, 2022, is incorporated herein by reference to Exhibit (p)(12) of Post-Effective\nAmendment No. 296 to the Registrant’s Registration Statement on Form N-1A (File No. 003-50718), filed with the SEC via EDGAR Accession\nNo. 0001398344-24-005119 on March 4, 2024.

(p)(11)\nVontobel Asset Management, Inc. Code of Ethics, dated October 2023, is incorporated herein by reference to Exhibit (p)(13) of Post-Effective\nAmendment No. 299 to the Registrant’s Registration Statement on Form N-1A (File No. 003-50718), filed with the SEC via EDGAR Accession\nNo. 0001398344-24-007433 on April 22, 2024.

(p)(12)\n3EDGE Asset Management LP Code of Ethics, is incorporated herein by reference to Exhibit (p)(14) of Post-Effective Amendment No. 306 to\nthe Registrant’s Registration Statement on Form N-1A (File No. 003-50718), filed with the SEC via EDGAR Accession No. 0001398344-24-017877\non September 13, 2024.

(p)(13)\nFrontier Asset Management, LLC Code of Ethics, is incorporated herein by reference to Exhibit (p)(15) of Post-Effective Amendment No.\n312 to the Registrant’s Registration Statement on Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession No. 0001398344-24-023365\non December 18, 2024.

(p)(14)\nExchange Traded Concepts, LLC Code of Ethics, dated August 2024, is incorporated herein by reference to Exhibit (p)(16) of Post-Effective\nAmendment No. 312 to the Registrant’s Registration Statement on Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession\nNo. 0001398344-24-023365 on December 18, 2024.

(p)(15)\nKKM Financial LLC Code of Ethics, dated March 1, 2025, is incorporated herein by reference to Exhibit (p)(15) of Post-Effective Amendment\nNo. 321 to the Registrant’s Registration Statement on Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession No.\n0001398344-25-022601 on December 17, 2025.

(p)(16)\nSavoie Capital LLC Code of Ethics, dated June 17, 2025, is incorporated herein by reference to Exhibit (p)(16) of Post-Effective Amendment\nNo. 321 to the Registrant’s Registration Statement on Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession No.\n0001398344-25-022601 on December 17, 2025.

(p)(17) Thompson, Siegel & Walmsley LLC Code of Ethics, dated March 31, 2026, is filed herewith.

(p)(18) JOHCM (USA) Inc Code of Ethics, dated [DATE],\nto be filed by amendment.

(p)(19) Halo Investment Services, LLC Code of Ethics,\ndated [DATE], to be filed by amendment.

(p)(20) Derivaty Co. Code of Ethics, dated [DATE],\nto be filed by amendment.

(q)(1)\nPowers of Attorney, dated August 18, 2020, for Messrs. Robert A. Nesher, N. Jeffrey Klauder, Bruce R. Speca, Joseph T. Grause, Jr., Robert\nMulhall and Michael Beattie are incorporated herein by reference to Exhibit (q)(1) of Post-Effective Amendment No. 253 to the Registrant’s\nRegistration Statement on Form N-1A (File No 033-50718), filed with the SEC via EDGAR Accession No. 0001398344-20-020824 on October 27,\n2020.

(q)(2)\nPower of Attorney, dated March 24, 2021, for Mr. Andrew Metzger, is incorporated herein by reference to Exhibit (q)(1) of Post-Effective\nAmendment No. 268 to the Registrant’s Registration Statement on Form N-1A (File No 033-50718), filed with the SEC via EDGAR Accession\nNo. 0001398344-21-009263 on April 30, 2021.

(q)(3)\nPowers of Attorney for Mses. Kathleen Gaffney and Monica Walker, are incorporated herein by reference to Exhibit (q)(3) of Post-Effective\nAmendment No. 276 to the Registrant’s Registration Statement on Form N-1A (File No. 033-50718), filed with the SEC via EDGAR Accession\nNo. 0001398344-22-004473 on February 28, 2022.

(q)(4)\nResolution adopted by the Board of Trustees of the Registrant on August 18, 2020 is incorporated herein by reference to Exhibit (q)(2)\nof Post-Effective Amendment No. 253 to the Registrant’s Registration Statement on Form N-1A (File No 033-50718), filed with the\nSEC via EDGAR Accession No. 0001398344-20-020824 on October 27, 2020.

ITEM 29. PERSONS CONTROLLED BY OR UNDER\nCOMMON CONTROL WITH REGISTRANT:

Not Applicable.

ITEM 30. INDEMNIFICATION:

Article VIII of the Agreement and Declaration of\nTrust filed as Exhibit (a)(1) to the Registrant’s Registration Statement is incorporated herein by reference.

Insofar as indemnification for liabilities arising\nunder the Securities Act of 1933, as amended (the “1933 Act”), may be permitted to trustees, directors, officers and controlling\npersons of the Registrant by the

Registrant pursuant to the Agreement and Declaration\nof Trust or otherwise, the Registrant is aware that, in the opinion of the SEC, such indemnification is against public policy as expressed\nin the 1933 Act and, therefore, is unenforceable. In the event that a claim for indemnification against such liabilities (other than the\npayment by the Registrant of expenses incurred or paid by trustees, directors, officers or controlling persons of the Registrant in connection\nwith the successful defense of any act, suit or proceeding) is asserted by such trustees, directors, officers or controlling persons in\nconnection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by\ncontrolling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public\npolicy as expressed in the 1933 Act and will be governed by the final adjudication of such issues.

ITEM 31. BUSINESS AND OTHER CONNECTIONS\nOF THE INVESTMENT ADVISERS:

The following lists any other business, profession,\nvocation or employment of a substantial nature in which each investment adviser (including sub-advisers), and each director, officer or\npartner of that investment adviser (or sub-adviser), is or has been engaged within the last two fiscal years for his or her own account\nor in the capacity of director, officer, employee, partner, or trustee. Unless noted below, none of the investment advisers (or sub-advisers)\nand/or directors, officers or partners of each investment adviser (or sub-adviser) is or has been engaged within the last two fiscal years\nin any other business, profession, vocation or employment of a substantial nature for his or her own account or in the capacity of director,\nofficer, employee, partner or trustee.

3EDGE ASSET MANAGEMENT\nLP

3EDGE Asset Management LP (“3EDGE”) serves\nas the investment adviser for the Registrant’s 3EDGE Dynamic Fixed Income ETF, 3EDGE Dynamic Hard Assets ETF, 3EDGE Dynamic International\nEquity ETF and 3EDGE Dynamic US Equity ETF (the “3EDGE Funds”). The principal address of 3EDGE is 999 Vanderbilt Beach Road,\nSuite 200, Naples, FL 34018. 3EDGE is an investment adviser registered under the Investment Advisers Act of 1940, as amended.

During the fiscal years ended September 30, 2024\nand 2025, no director, officer or partner of 3EDGE engaged in any other business, profession, vocation or employment of a substantial\nnature for his or her own account or in the capacity of director, officer, employee, partner or trustee.

CASTLEARK MANAGEMENT\nLLC

CastleArk Management LLC (“CastleArk”)\nserves as the investment adviser for the Registrant’s CastleArk Large Growth ETF. The principal address of CastleArk is 1 North\nWacker Drive, Suite 3950, Chicago, Illinois 60602. CastleArk is an investment adviser registered under the Investment Advisers Act of\n1940, as amended.

During the fiscal years ended October 31, 2024 and\n2025, no director, officer or partner of CastleArk engaged in any other business, profession, vocation or employment of a substantial\nnature for his or her own account or in the capacity of director, officer, employee, partner or trustee.

CHAMPLAIN INVESTMENT\nPARTNERS, LLC

Champlain Investment Partners, LLC (“Champlain”)\nserves as the investment adviser for the Registrant’s Champlain Small Company Fund, Champlain Mid Cap Fund and Champlain Strategic\nFocus Fund. The principal address of Champlain is 180 Battery Street, Burlington, Vermont 05401. Champlain is an investment adviser registered\nunder the Investment Advisers Act of 1940, as amended. The information below is for the fiscal years ended December 31, 2024 and 2025.

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

NAME\n AND POSITION
WITH INVESTMENT ADVISER

NAME\n AND PRINCIPAL BUSINESS
ADDRESS OF OTHER COMPANY

CONNECTION\n WITH
OTHER COMPANY

Judith W. O’Connell,

Managing Director and

Chief Executive Officer

Sprott, Inc.

Royal Bank Plaza, South Tower

200 Bay Street, Suite 2600

Toronto, Ontario M5J2J1, Canada

Independent Director

CULLEN CAPITAL MANAGEMENT,\nLLC

Cullen Capital Management, LLC (“Cullen”)\nserves as the investment adviser for the Registrant’s Cullen Enhanced Equity Income ETF. The principal address of Cullen is 645\n5^th Avenue, Suite 1201, New York, NY 10022. Cullen is an investment adviser registered\nunder the Investment Advisers Act of 1940, as amended. The information as to other business, if any, and the directors, officers and partners\nof Cullen is set forth in its Form ADV, on file with the SEC (CRD No. 113128, SEC No. 801- 57576), and is incorporated herein by reference.

DERIVATY CO.

Derivaty Co. (“Derivaty”) serves as the\ninvestment sub-adviser for the Registrant’s Halo Autocallable Accumulator Fund. The address of Derivaty is 777 Westchester Ave,\nWhite Plains, New York 10604. Derivaty is an investment adviser registered under the Investment Advisers Act of 1940. The information\nlisted below is provided as of [DATE]. [To be updated by amendment].

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

\n NAME\n AND POSITION WITH INVESTMENT ADVISER	\n NAME\n AND PRINCIPAL BUSINESS ADDRESS OF OTHER COMPANY	\n CONNECTION\n WITH OTHER COMPANY
\n	\n	\n

EXCHANGE TRADED CONCEPTS,\nLLC

Exchange Traded Concepts, LLC (“ETC”)\nserves as the investment sub-adviser for the Registrant’s Frontier Asset Absolute Return ETF, Frontier Asset Core Bond ETF, Frontier\nAsset Opportunistic Credit ETF, Frontier Asset Global Small Cap Equity ETF, Frontier Asset Total International Equity ETF and Frontier\nAsset U.S. Large Cap Equity ETF. The principal address of ETC is 10900 Hefner Pointe Drive, Suite 400, Oklahoma City, Oklahoma 73120.\nETC is an investment adviser registered under the Investment Advisers Act of 1940, as amended. The information below is provided as of\nOctober 31, 2023 and 2024.

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

NAME\n AND POSITION
WITH INVESTMENT ADVISER

NAME\n AND PRINCIPAL BUSINESS
ADDRESS OF OTHER COMPANY

CONNECTION\n WITH
OTHER COMPANY

J. Garrett Stevens

Chief Executive Officer

T.S. Phillips Investments, Inc.

Vice President

Phillips Capital Advisors, Inc.

Vice President

FRONTIER ASSET MANAGEMENT,\nLLC

Frontier Asset Management, LLC (“Frontier”)\nserves as the investment adviser for the Registrant’s Frontier Asset Absolute Return ETF, Frontier Asset Core Bond ETF, Frontier\nAsset Opportunistic Credit ETF,

Frontier Asset Global Small Cap Equity ETF, Frontier\nAsset Total International Equity ETF and Frontier Asset U.S. Large Cap Equity ETF. The principal address of Frontier is 50 East Loucks\nStreet, Suite 201, Sheridan, Wyoming 82801. Frontier is an investment adviser registered under the Investment Advisers Act of 1940, as\namended. The information below is provided as of October 31, 2024 and 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 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

NAME\n AND POSITION
WITH INVESTMENT ADVISER

NAME\n AND PRINCIPAL BUSINESS
ADDRESS OF OTHER COMPANY

CONNECTION\n WITH
OTHER COMPANY

Robert E. Miller

Chief Executive Officer

Dunham Private Trust

200 S. Virginia Street, Suite 400

Reno, NV 89501

Board Member

Robert E. Miller

Chief Executive Officer

The HUB on Smith

211 Smith St

Sheridan, WY 82801

Board Member

Robert E. Miller

Chief Executive Officer

Sheridan Community Foundation

456 Sumner

Sheridan, WY 82801

Board Member

Robert E. Miller

Chief Executive Officer

Grace Anglican Church

1992 W. 5th St

Sheridan, WY 82801

Finance Committee Member

Robert E. Miller

Chief Executive Officer

Youth, Inc.

38 S. Main St

Buffalo, WY 82834

Finance Committee Member

Erin M. Foote

Chief Compliance Officer

Sheridan Community Foundation

456 Sumner

Sheridan, WY 82801

Board Member

Erin M. Foote

Chief Compliance Officer

Marna M. Kuehne Foundation

PO Box 6064

Sheridan, WY 82801

Board Member

Erin M. Foote

Chief Compliance Officer

Bought Beautifully

117 N Main St

Sheridan, WY 82801

Board Member

Dan Cupertino

Director of Sales

Southern Conservation Trust 305 Beauregard\n Blvd

Fayetteville, GA 30214

Board Member

HALO INVESTMENT SERVICES,\nLLC

Halo Investment Services, LLC (“Halo”)\nacts as adviser to the Halo Autocallable Accumulator Fund. The address of Halo is 1129 Northern Blvd, Suite 404, Manhasset, New York 11030.\nHalo is an investment adviser registered under the Investment Advisers Act of 1940. The information listed below is provided as of [DATE].\n[To be updated by amendment].

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

\n NAME\n AND POSITION WITH INVESTMENT ADVISER	\n NAME\n AND PRINCIPAL BUSINESS ADDRESS OF OTHER COMPANY	\n CONNECTION\n WITH OTHER COMPANY
\n	\n	\n

JOHCM (USA) INC

JOHCM (USA) Inc acts as adviser to the JOHCM Emerging\nMarkets ETF and JOHCM International Opportunities ETF. The address of JOHCM (USA) Inc is 1 Congress Street, Suite 3101, Boston, Massachusetts\n02114. JOHCM (USA) Inc is an investment adviser registered under the Investment Advisers Act of 1940. The information listed below is\nprovided as of [DATE]. [To be updated by amendment].

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

\n NAME\n AND POSITION WITH INVESTMENT ADVISER	\n NAME\n AND PRINCIPAL BUSINESS ADDRESS OF OTHER COMPANY	\n CONNECTION\n WITH OTHER COMPANY
\n	\n	\n

KKM FINANCIAL LLC

KKM Financial LLC (“KKM”) serves as the\ninvestment adviser for the Registrant’s Mango Growth ETF. The principal address of KKM is 141 W. Jackson Blvd, Suite 1711, Chicago,\nIL 60604. KKM is an investment adviser registered under the Investment Advisers Act of 1940, as amended. The information below is for\nthe fiscal years ended October 31, 2024 and 2025.

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

NAME\n AND POSITION
WITH INVESTMENT ADVISER

NAME\n AND PRINCIPAL BUSINESS
ADDRESS OF OTHER COMPANY

CONNECTION\n WITH
OTHER COMPANY

Richard Dooley

Chief Compliance Officer

Savoie Capital LLC

2500 W. Bradley Place

Chicago, IL, 60618

Chief Compliance Officer

KOPERNIK GLOBAL INVESTORS,\nLLC

Kopernik Global Investors, LLC (“Kopernik”)\nserves as the investment adviser for the Registrant’s Kopernik Global All-Cap Fund and Kopernik International Fund. The principal\naddress of Kopernik 2502 N Rocky Point Drive, Suite 300, Tampa, Florida 33607. Kopernik is an investment adviser registered under the\nInvestment Advisers Act of 1940, as amended. The information below is for the fiscal years ended October 31, 2024 and 2025.

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

NAME\n AND POSITION
WITH INVESTMENT ADVISER

NAME\n AND PRINCIPAL BUSINESS
ADDRESS OF OTHER COMPANY

CONNECTION\n WITH
OTHER COMPANY

Isabel Satra, Principal, Portfolio Manager,\n and Chief Financial Officer

Northern Dynasty Minerals Ltd.

Mining Exploration and Development Company

14^th\n Floor – 1040 West Georgia Street

Vancouver, BC

Canada, V6E 4H1

Board Member

PMV CAPITAL ADVISERS,\nLLC

PMV Capital Advisers, LLC (“PMV”) serves\nas the investment adviser for the Registrant’s PMV Adaptive Risk Parity ETF. The principal address of PMV is 15660 Dallas Parkway,\nSuite 1250, Dallas, Texas 75248. PMV is an investment adviser registered under the Investment Advisers Act of 1940, as amended. The information\nbelow is for the fiscal years ended October 31, 2024 and 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 \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n NAME AND POSITION WITH\n INVESTMENT ADVISER	\n NAME AND PRINCIPAL BUSINESS\n ADDRESS OF OTHER COMPANY	\n CONNECTION WITH OTHER\n COMPANY
\n Andrew Nall \n Chief Compliance Officer	\n Radiant Financial, Inc. \n 15660 Dallas Pkwy \n Suite 1250 \n Dallas, TX 75248	\n President
\n	\n Radiant Financial Partners, LLC \n 4590 MacArthur Blvd. \n Suite 500 \n Newport Beach, CA 92660	\n Managing Member
\n	\n PMV Capital, LLC \n 15660 Dallas Pkwy \n Suite 1250 \n Dallas, TX 75248	\n Chief Compliance Officer
\n Mark DiGiannantonio \n Chief Operations Officer	\n Radiant Financial, Inc. \n 15660 Dallas Pkwy \n Suite 1250 \n Dallas, TX 75248	\n Vice President
\n	\n Radiant Financial Partners, LLC \n 4590 MacArthur Blvd. \n Suite 500 \n Newport Beach, CA 92660	\n Managing Member
\n	\n PMV Capital, LLC \n 15660 Dallas Pkwy \n Suite 1250 \n Dallas, TX 75248	\n Chief Operations Officer
\n Daniel Snover \n President	\n PMV Capital, LLC \n 15660 Dallas Pkwy \n Suite 1250 \n Dallas, TX 75248	\n President
\n	\n CompEdge Financial \n 6710 Horizon Rd. \n Suite 100 \n Heath, TX 75032	\n Executive
\n James Leffler	\n PMV Capital, LLC \n 15660 Dallas Pkwy \n Suite 1250 \n Dallas, TX 75248	\n Managing Director
\n	\n Headwall Strategies, LLC \n 15660 Dallas Pkwy \n Suite 1250 \n Dallas, TX 75248	\n Managing Member

SAVOIE CAPITAL LLC

Savoie Capital LLC (“Savoie”) serves\nas the investment sub-adviser for the Registrant’s Mango Growth ETF. The principal address of Savoie is 2500 W Bradley Place, Chicago,\nIL 60618. Savoie is an investment

adviser registered under the Investment Advisers\nAct of 1940, as amended. The information below is for the fiscal years ended October 31, 2024 and 2025.

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

NAME\n AND POSITION
WITH INVESTMENT ADVISER

NAME\n AND PRINCIPAL BUSINESS
ADDRESS OF OTHER COMPANY

CONNECTION\n WITH
OTHER COMPANY

Paul Savoie

Chief Executive Officer

GMAG Holdings Corp

4643 S. Ulster Street, Suite 1400

Denver, CO 80237

President

Richard Dooley

Chief Compliance Officer

KKM Financial LLC

141 W. Jackson Blvd Suite 1711

Chicago, Illinois 60604

Chief Compliance Officer

Thompson,\nSiegel & Walmsley LLC

Thompson, Siegel & Walmsley LLC (“TSW”)\nserves as the investment adviser for the Registrant’s TSW International Equity Fund. The principal address of TSW is 6641 West Broad\nStreet, Suite 600, Richmond, Virginia 23230. TSW is an investment adviser registered under the Investment Advisers Act of 1940, as amended.

During the fiscal years ended October 31, 2024 and\n2025, no director, officer or partner of TSW engaged in any other business, profession, vocation or employment of a substantial nature\nfor his or her own account or in the capacity of director, officer, employee, partner or trustee.

VIDENT ADVISORY,\nLLC

Vident Advisory, LLC (“Vident”) serves\nas the investment sub-adviser for the Registrant’s PMV Adaptive Risk Parity ETF. The principal address of Vident is 1125 Sanctuary\nPkwy., Suite 515, Alpharetta, Georgia 30009. Vident is an investment adviser registered under the Investment Advisers Act of 1940, as\namended.

During the fiscal years ended October 31, 2024 and\n2025, no director, officer or partner of Vident engaged in any other business, profession, vocation or employment of a substantial nature\nfor his or her own account or in the capacity of director, officer, employee, partner or trustee.

VONTOBEL ASSET MANAGEMENT,\nINC.

Vontobel Asset Management, Inc. (“Vontobel”)\nserves as the investment adviser for the Registrant’s Vontobel International Equity Fund, Vontobel Global Equity Fund, Vontobel\nU.S. Equity Fund and Vontobel International Equity Active ETF. The principal address of Vontobel is 66 Hudson Boulevard, 34^th\nFloor, Suite 3401, New York, New York 10001. Vontobel is an investment adviser registered under the Investment Advisers Act of 1940, as\namended. The information as to other business, if any, and the directors, officers and partners of Vontobel is set forth in its Form ADV,\non file with the SEC (CRD No. 105007, SEC No. 801-21953), and is incorporated herein by reference.

W. H. REAVES &\nCO., INC.

W. H. Reaves & Co., Inc. (“Reaves Asset\nManagement”) serves as the investment adviser for the Registrant’s Reaves Infrastructure Fund. The principal business address\nof Reaves Asset Management is 10 Exchange Place, 18^th Floor, Jersey City, New\nJersey 07302. Reaves Asset Management is an investment adviser registered under the Investment Advisers Act of 1940, as amended.

During the fiscal years ended July 31, 2024 and 2025,\nno director, officer or partner of Reaves Asset Management engaged in any other business, profession, vocation or employment of a substantial\nnature for his or her own account or in the capacity of director, officer, employee, partner or trustee.

ITEM 32. PRINCIPAL\nUNDERWRITERS

\n \n \n \n

(a)

Furnish the name of each\n investment company (other than the Registrant) for which each principal underwriter currently distributing the securities of the Registrant\n also acts as a principal underwriter, distributor or investment adviser.

The Registrant’s distributor, SEI Investments\nDistribution Co. (the “Distributor”), acts as distributor for:

\n SEI Daily Income Trust	\n July 15, 1982
\n SEI Tax Exempt Trust	\n December 3, 1982
\n SEI Institutional Managed Trust	\n January 22, 1987
\n SEI Institutional International Trust	\n August 30, 1988
\n The Advisors’ Inner Circle Fund	\n November 14, 1991
\n Bishop Street Funds	\n January 27, 1995
\n SEI Asset Allocation Trust	\n April 1, 1996
\n SEI Institutional Investments Trust	\n June 14, 1996
\n City National Rochdale Funds (f/k/a CNI Charter\n Funds)	\n April 1, 1999
\n Causeway Capital Management Trust	\n September 20, 2001
\n SEI Offshore Opportunity Fund II, Ltd.	\n September 1, 2005
\n ProShares Trust	\n November 14, 2005
\n Community Capital Trust (f/k/a Community Reinvestment\n Act Qualified Investment Fund)	\n January 8, 2007
\n SEI Offshore Advanced Strategy Series SPC	\n July 31, 2007
\n SEI Structured Credit Fund, LP	\n July 31, 2007
\n Global X Funds	\n October 24, 2008
\n ProShares Trust II	\n November 17, 2008
\n SEI Special Situations Fund, Ltd.	\n July 1, 2009
\n Exchange Traded Concepts Trust (f/k/a FaithShares\n Trust)	\n August 7, 2009
\n Schwab Strategic Trust	\n October 12, 2009
\n RiverPark Funds Trust	\n September 8, 2010
\n Adviser Managed Trust	\n December 10, 2010
\n SEI Core Property Fund, LP	\n January 1, 2011
\n New Covenant Funds	\n March 23, 2012
\n KraneShares Trust	\n December 18, 2012
\n The Advisors’ Inner Circle Fund III	\n February 12, 2014
\n SEI Catholic Values Trust	\n March 24, 2015
\n SEI Hedge Fund SPC	\n June 26, 2015
\n SEI Energy Debt Fund, LP	\n June 30, 2015
\n Gallery Trust	\n January 8, 2016
\n City National Rochdale Select Strategies Fund	\n March 1, 2017

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

\n City National Rochdale Strategic Credit Fund	\n May 16, 2018
\n Symmetry Panoramic Trust	\n July 23, 2018
\n Frost Family of Funds	\n May 31, 2019
\n SEI Vista Fund, Ltd.	\n January 20, 2021
\n Wilshire Private Assets Fund	\n March 22, 2021
\n Catholic Responsible Investments Funds	\n November 17, 2021
\n SEI Exchange Traded Funds	\n May 18, 2022
\n SEI Global Private Assets VI, L.P.	\n July 29, 2022
\n Quaker Investment Trust	\n June 8, 2023
\n SEI Alternative Income Fund	\n September 1, 2023
\n Global X Venture Fund	\n March 12, 2025

The Distributor provides numerous financial services\nto investment managers, pension plan sponsors, and bank trust departments. These services include portfolio evaluation, performance measurement\nand consulting services (“Funds Evaluation”) and automated execution, clearing and settlement of securities transactions (“MarketLink”).

\n \n \n \n

(b)

Furnish the\n Information required by the following table with respect to each director, officer or partner of each principal underwriter named in\n the answer to Item 25 of Part B. Unless otherwise noted, the business address of each director or officer is One Freedom Valley\n Drive, Oaks, PA 19456.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \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 Position and Office with\n Underwriter	\n Positions and Offices with\n Registrant
\n Robert Hum	\n President, Chief Executive Officer & Director	\n --
\n Heather Corkery	\n Director	\n
\n Gabriel Garcia	\n Director	\n --
\n John C. Munch	\n General Counsel & Secretary	\n --
\n Jason McGhin	\n Chief Operations Officer	\n --
\n John P. Coary	\n Chief Financial Officer & Treasurer	\n --
\n Jennifer H. Campisi	\n Chief Compliance Officer, Assistant Secretary\n & Anti-Money Laundering Officer	\n --
\n William M. Martin	\n Vice President	\n --
\n Christopher Rowan	\n Vice President	\n --
\n Judith A. Rager	\n Vice President	\n --
\n Gary Michael Reese	\n Vice President	\n --
\n Robert M. Silvestri	\n Vice President	\n --

\n \n \n \n

(c)

Not Applicable.

ITEM 33. LOCATION OF ACCOUNTS AND RECORDS:

Books or other documents required to be maintained\nby Section 31(a) of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder, are maintained as follows:

(a) With respect to Rules 31a-1(a); 31a-1(b)(1);\n(2)(a) and (b); (3); (6); (8); (12); and 31a-1(d), the required books and records are maintained at the offices of the Registrant’s\ncustodians:

U.S. Bank, National Association

800 Nicollett Mall

Minneapolis, Minnesota 55402

50 Post Office Square

Boston, Massachusetts 02110

Brown Brothers Harriman & Co.

(b) With respect to Rules 31a-1(a); 31a-1(b)(1),\n(4); (2)(C) and (D); (4); (5); (6); (8); (9); (10); (11); and 31a-1(f), the required books and records are maintained at the offices of\nthe Registrant’s administrator:

SEI Investments Global Funds Services

One Freedom Valley Drive

Oaks, Pennsylvania 19456

(c) With respect to Rules 31a-1(b)(5), (6), (9) and\n(10) and 31a-1(f), the required books and records are maintained at the principal offices of the Registrant’s advisers:

3EDGE Asset Management LP

999 Vanderbilt Beach Road, Suite 200

Naples, FL 34018

CastleArk Management LLC

1 North Wacker Drive

Suite 3950

Chicago, Illinois 60602

Champlain Investment Partners, LLC

180 Battery Street

Burlington, Vermont 05401

Cullen Capital Management, LLC

645 5^th Avenue,\nSuite 1201

New York, NY 10022

Derivaty Co.

777 Westchester Ave

White Plains, New York 10604

Exchange Traded Concepts, LLC

10900 Hefner Pointe Drive, Suite 400

Oklahoma City, Oklahoma 73120

Frontier Asset Management, LLC

50 East Loucks Street, Suite 201

Sheridan, Wyoming 82801

Halo Investment Services, LLC

1129 Northern Blvd

Suite 404

Manhasset, New York 11030

JOHCM (USA) Inc

1 Congress Street

Suite 3101

Boston, Massachusetts 02114

KKM Financial LLC

141 W. Jackson Blvd, Suite 1711

Chicago, IL 60604

Kopernik Global Investors, LLC

2502 N Rocky Point Drive, Suite 300

Tampa, Florida 33607

PMV Capital Advisers, LLC

15660 Dallas Parkway

Suite 1250

Dallas, Texas 75248

Savoie Capital LLC

2500 W. Bradley Place

Chicago, IL 60618

Thompson, Siegel & Walmsley LLC

6641 West Broad Street

Suite 600

Richmond, Virginia 23230

Vident Advisory, LLC

1125 Sanctuary Pkwy.

Suite 515

Alpharetta, Georgia 30009

Vontobel Asset Management, Inc.

66 Hudson Boulevard, 34^th\nFloor

Suite 3401

New York, New York 10001

W. H. Reaves & Co., Inc.

10 Exchange Place

18^th Floor

Jersey City, New Jersey 07302

ITEM 34. MANAGEMENT SERVICES:

None.

ITEM 35. UNDERTAKINGS:

None.

NOTICE

A copy of the Agreement and Declaration of Trust\nfor The Advisors’ Inner Circle Fund II is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice is\nhereby given that this Registration Statement has been executed on behalf of the Trust by an officer of the Trust as an officer and by\nits Trustees as trustees and not individually, and the obligations of or arising out of this Registration Statement are not binding upon\nany of the Trustees, officers or Shareholders individually, but are binding only upon the assets and property of the Trust.

SIGNATURES

Pursuant to the requirements of the Securities Act\nof 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements\nfor effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933, as amended, and has duly caused\nthis Post-Effective Amendment No. 328 to Registration Statement No. 033-50718 to be signed on its behalf by the undersigned, thereunto\nduly authorized, in the City of Oaks, Commonwealth of Pennsylvania on the 3rd day of November, 2026.

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

\n	\n THE ADVISORS’ INNER\n CIRCLE FUND II
\n	\n
\n	\n By:	\n *	\n
\n	\n	\n Michael Beattie, President	\n

Pursuant to the requirements of the Securities Act\nof 1933, as amended, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the\ncapacities and on the date(s) indicated.

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

\n *	\n	\n Trustee	\n	\n November 3, 2026
\n Kathleen Gaffney	\n	\n	\n	\n
\n	\n	\n	\n	\n
\n *	\n	\n Trustee	\n	\n November 3, 2026
\n Joseph T. Grause, Jr.	\n	\n	\n	\n
\n	\n	\n	\n	\n
\n *	\n	\n Trustee	\n	\n November 3, 2026
\n N. Jeffrey Klauder	\n	\n	\n	\n
\n	\n	\n	\n	\n
\n *	\n	\n Trustee	\n	\n November 3, 2026
\n Robert Mulhall	\n	\n	\n	\n
\n	\n	\n	\n	\n
\n *	\n	\n Trustee	\n	\n November 3, 2026
\n Robert A. Nesher	\n	\n	\n	\n
\n	\n	\n	\n	\n
\n *	\n	\n Trustee	\n	\n November 3, 2026
\n Bruce Speca	\n	\n	\n	\n
\n	\n	\n	\n	\n
\n *	\n	\n Trustee	\n	\n November 3, 2026
\n Monica Walker	\n	\n	\n	\n
\n	\n	\n	\n	\n
\n *	\n	\n President	\n	\n November 3, 2026
\n Michael Beattie	\n	\n	\n	\n
\n	\n	\n	\n	\n
\n *	\n	\n Treasurer, Controller &	\n	\n November 3, 2026
\n Andrew Metzger	\n	\n Chief Financial Officer	\n	\n

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

\n *By:	\n /s/ Matthew M. Maher	\n
\n	\n Matthew M. Maher	\n
\n	\n Attorney-in-Fact	\n

EXHIBIT INDEX

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

\n (d)(1)(xv)	\n Investment Advisory Agreement between the Registrant and Thompson, Siegel & Walmsley LLC, relating to the TSW International Equity Fund.
\n (d)(3)(vii)	\n Expense Limitation Agreement between the Registrant and Thompson, Siegel & Walmsley LLC, relating to the TSW International Equity Fund.
\n (h)(2)(vi)	\n Transfer Agency Agreement between the Registrant and SEI Transfer Agency and Registry Services, Inc.
\n (i)	\n Opinion and Consent of Counsel, Morgan, Lewis & Bockius LLP.
\n (p)(17)	\n Thompson, Siegel & Walmsley LLC Code of Ethics.

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