Unusual Whales Subversive Democratic Trading ETF (NANC)

Listed on Cboe BZX Exchange, Inc.

Unusual Whales Subversive Republican Trading ETF (KRUZ)

Listed on Cboe BZX Exchange, Inc.

STATEMENT OF ADDITIONAL INFORMATION

January 31, 2024

Subversive Capital ETFS

c/o U.S. Bank Global Fund Services
P.O. Box 701
Milwaukee, Wisconsin 53201-0701
1-800-617-0004

This Statement of Additional Information (“SAI”) is not a prospectus, but should be read in conjunction
with the Prospectus of the Unusual Whales Subversive Democratic Trading ETF, and Unusual Whales
Subversive Republican Trading ETF (each a “Fund” and together, the “Funds”), each a series of Series
Portfolios Trust (the “Trust”), dated January 31, 2024, as may be supplemented from time to time, which
is incorporated by reference into this SAI.

You may obtain a copy of the Prospectus without charge by contacting the Funds c/o U.S. Bank Global
Fund Services at the address or telephone number listed above. The Funds’ audited financial statements
and notes thereto for the fiscal year ended September 30, 2023, and the unqualified opinions of Cohen &
Company, Ltd., the Funds’ independent registered public accounting firm, on such financial statements
are included in the Funds’ Annual Report to shareholders for the fiscal period ended September 30, 2023,
and are incorporated by reference into this SAI. A copy of the Funds’ Annual and Semi-Annual Report to
shareholders may be obtained, without charge, upon request by contacting U.S. Bank Global Fund
Services at the address or telephone number listed above, or by visiting the Funds’ website at https://
www.subversiveetfs.com/.
 TABLE OF CONTENTS

THE TRUST ..................................................................................................................................... 3

INVESTMENT POLICIES AND RISKS ...................................................................................... 4
INVESTMENT RESTRICTIONS .................................................................................................. 15
PORTFOLIO TURNOVER ............................................................................................................ 18
PORTFOLIO HOLDINGS INFORMATION .............................................................................. 18
TRUSTEES AND EXECUTIVE OFFICERS ............................................................................... 19
PROXY VOTING POLICIES AND PROCEDURES .................................................................. 25
CONTROL PERSONS, PRINCIPAL SHAREHOLDERS AND MANAGEMENT
OWNERSHIP ................................................................................................................................... 26
THE FUNDS’ INVESTMENT ADVISER AND SUB-ADVISER ............................................... 26
SERVICE PROVIDERS ................................................................................................................. 30
EXECUTION OF PORTFOLIO TRANSACTIONS ................................................................... 31
CAPITAL STOCK ........................................................................................................................... 32
DETERMINATION OF SHARE PRICE ...................................................................................... 41
DISTRIBUTIONS AND TAX INFORMATION .......................................................................... 42
THE FUNDS’ PRINCIPAL UNDERWRITER AND DISTRIBUTOR ...................................... 48
FINANCIAL STATEMENTS ......................................................................................................... 51
APPENDIX A ................................................................................................................................... A-1

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THE TRUST

The Trust is a Delaware statutory trust organized on July 27, 2015, and is registered with the U.S.
Securities and Exchange Commission (“SEC”) as an open-end management investment company. The
Trust’s Declaration of Trust, as amended and/or restated to date (the “Declaration of Trust”) permits the
Trust’s Board of Trustees (the “Board”) to issue an unlimited number of full and fractional shares of
beneficial interest, without par value, which may be issued in any number of series. The Board may from
time to time issue other series, the assets and liabilities of which will be separate and distinct from any
other series. This SAI relates only to these Funds.

The Declaration of Trust also provides for indemnification and reimbursement of expenses out of the
Funds’ assets for any Trustee or Trust officer held personally liable for obligations of the Funds or the
Trust. All such rights are limited to the assets of the Funds. The Declaration of Trust further provides that
the Trust may maintain appropriate insurance (for example, fidelity bonding and errors and omissions
insurance) for the protection of the Trust, its shareholders, trustees, officers, employees and agents to
cover possible claims and other liabilities. However, the activities of the Trust as an investment company
would not likely give rise to liabilities in excess of the Trust’s total assets. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is limited to circumstances in which both
inadequate insurance exists and the Funds itself is unable to meet its obligations.

The Declaration of Trust provides that the Trust shall not in any way be bound or limited by present or
future laws or customs in regard to trust investments. The Declaration of Trust provides that a Trustee or
officer shall be liable for his or her own willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of the office of Trustee or officer, and for nothing else, and
shall not be liable for errors of judgment or mistakes of fact or law. The Trustees, as trustees of a
registered investment company, may have a number of duties ascribed to them under the Investment
Company Act of 1940, as amended (the “1940 Act”) and the foregoing provisions are not intended to
eliminate or alter those duties.

The Declaration of Trust provides that by virtue of becoming a shareholder of the Trust, each shareholder
is bound by the provisions of the Declaration of Trust. The Declaration of Trust provides a detailed
process for the bringing of derivative actions by shareholders. Prior to bringing a derivative action, a
written demand by the complaining shareholder must first be made on the Trustees. The Declaration of
Trust details conditions that must be met with respect to the demand, including the requirement that 10%
of the outstanding Shares of a Fund who are eligible to bring such derivative action under the Delaware
Statutory Trust Act join in the demand for the Trustees to commence such derivative action and that the
shareholder making a pre-suit demand on the Board undertakes to reimburse the Fund for the expense of
any advisers that the Board hires in its investigation of the demand, in the event the Board determines not
to bring the action. The demand requirements set out in Delaware law and the Declaration of Trust, as
described above, do not apply to shareholder actions alleging violations of the federal securities laws.

Additionally, the Declaration of Trust provides that the Court of Chancery of the State of Delaware, to the
extent there is subject matter jurisdiction in such court for the claims asserted or, if not, then in the
Superior Court of the State of Delaware shall be the exclusive forum in which certain types of litigation
may be brought, which may require shareholders to have to bring an action in an inconvenient or less
favorable forum. This exclusive forum provision does not apply to claims arising under the federal
securities laws because the Securities Act of 1933 (the "Securities Act") and the 1940 Act allow claims to
be brought in state and federal courts and the Securities Exchange Act of 1934 requires claims to be

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brought exclusively in federal court. The Declaration of Trust provides that shareholders waive any and
all right to trial by jury in any claim, suit, action or proceeding.

Pursuant to the Declaration of Trust, to the extent that, at law or in equity, a Trustee or officer of the Trust
has duties (including fiduciary duties) and liabilities relating thereto to the Trust, the shareholders or to
any other person, such Trustee or officer acting under the Declaration of Trust shall not be liable to the
Trust, the shareholders or to any other person for his or her good faith reliance on the provisions of the
Declaration of Trust. Notwithstanding the foregoing, nothing in the Declaration of Trust modifying,
restricting, or eliminating the duties or liabilities of the Trustees shall apply to or in any way limit the
duties (including state law fiduciary duties of loyalty and care) or liabilities of such persons of matters
arising under the federal securities laws.

The Funds’ Prospectus and this SAI are a part of the Trust’s Registration Statement filed with the SEC.
Copies of the Trust’s complete Registration Statement may be obtained from the SEC upon payment of
the prescribed fee or may be accessed free of charge at the SEC’s website at https.//www.sec.gov/.

Subversive Capital Advisor LLC (the “Adviser”) serves as the investment adviser to the Funds. Except
for the Subversive Decarbonization ETF, Subversive Food Security ETF, and Subversive Mental Health
ETF, the Funds do not hold themselves out as related to any other series of the Trust for purposes of
investment and investor services, nor do they share the same investment adviser with any other series of
the Trust.

INVESTMENT POLICIES AND RISKS

Each Fund’s principal investment strategies utilized by the Adviser and the principal risks associated with
the same are set forth in the Funds’ Prospectus. The following discussion provides additional information
about those principal investment strategies and related risks, as well as information about investment
strategies (and related risks) that the Funds may utilize, even though they are not considered to be
“principal” investment strategies. Accordingly, an investment strategy (and related risk) that is described
below, but which is not described in the Prospectus, should not be considered to be a principal strategy (or
related risk) applicable to each Fund. The following strategies and risks apply to each Fund directly.

Information Regarding the Fund’s Investment Strategies and Risks

General Market Risks
The value of each Fund’s portfolio securities may fluctuate with changes in the financial condition of an
issuer or counterparty, changes in specific economic or political conditions that affect a particular security
or issuer and changes in general economic or political conditions. An investor in a Fund could lose money
over short or long periods of time.
There can be no guarantee that a liquid market for the securities held by the Funds will be maintained.
The existence of a liquid trading market for certain securities may depend on whether dealers will make a
market in such securities. There can be no assurance that a market will be made or maintained or that any
such market will be or remain liquid. The price at which securities may be sold and the value of shares
will be adversely affected if trading markets for a Fund’s portfolio securities are limited or absent, or if
bid/ask spreads are wide.
Cyber Security Risk. Investment companies, such as the Funds, and their service providers may be subject
to operational and information security risks resulting from cyber attacks. Cyber attacks include, among
other behaviors, stealing or corrupting data maintained online or digitally, denial of service attacks on

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websites, the unauthorized release of confidential information or various other forms of cyber security
breaches. Cyber attacks affecting a Fund or the Adviser, custodian, transfer agent, intermediaries and
other third-party service providers may adversely impact a Fund. For instance, cyber attacks may interfere
with the processing of shareholder transactions, impact a Fund’s ability to calculate its net asset value
(“NAV”), cause the release of private shareholder information or confidential company information,
impede trading, subject a Fund to regulatory fines or financial losses, and cause reputational damage. The
Funds may also incur additional costs for cyber security risk management purposes. Similar types of
cyber security risks are also present for issuers of securities in which a Fund invests, which could result in
material adverse consequences for such issuers, and may cause a Fund’s investment in such portfolio
companies to lose value.
Recent Events. Beginning in the first quarter of 2020, financial markets in the United States and around
the world experienced extreme and in many cases unprecedented volatility and severe losses due to the
pandemic caused by COVID-19, a novel coronavirus. The pandemic has resulted in a wide range of social
and economic disruptions, including closed borders, voluntary or compelled quarantines of large
populations, stressed healthcare systems, reduced or prohibited domestic or international travel, supply
chain disruptions, and so-called “stay-at-home” orders throughout much of the United States and many
other countries. The fall-out from these disruptions has included the rapid closure of businesses deemed
“non-essential” by federal, state, or local governments and rapidly increasing unemployment, as well as
greatly reduced liquidity for certain instruments at times. Some sectors of the economy and individual
issuers have experienced particularly large losses. Such disruptions may continue for an extended period
of time or reoccur in the future to a similar or greater extent. In response, the U.S. government and the
Federal Reserve have taken extraordinary actions to support the domestic economy and financial markets,
resulting in very low interest rates and in some cases negative yields. It is unknown how long
circumstances related to the pandemic will persist, whether they will reoccur in the future, whether efforts
to support the economy and financial markets will be successful, and what additional implications may
follow from the pandemic. The impact of these events and other epidemics or pandemics in the future
could adversely affect Funds’ performance.
DESCRIPTION OF PERMITTED INVESTMENTS
The following are descriptions of a Fund’s permitted investments and investment practices and the
associated risk factors. The Funds will only invest in any of the following instruments or engage in any of
the following investment practices if such investment or activity is consistent with a Fund’s investment
objective and permitted by a Fund’s stated investment policies.
Borrowing
Although the Funds do not intend to borrow money, each Fund may do so to the extent permitted by the
1940 Act. Under the 1940 Act, the Funds may borrow up to one-third (1/3) of its total assets. The Funds
will borrow money only for short-term or emergency purposes. Such borrowing is not for investment
purposes and will be repaid by the borrowing Fund promptly. Borrowing will tend to exaggerate the
effect on NAV of any increase or decrease in the market value of the borrowing Fund’s portfolio. Money
borrowed will be subject to interest costs that may or may not be recovered by earnings on the securities
purchased. A Fund also may be required to maintain minimum average balances in connection with a
borrowing or to pay a commitment or other fee to maintain a line of credit; either of these requirements
would increase the cost of borrowing over the stated interest rate.
Depositary Receipts
To the extent a Fund invests in stocks of foreign corporations, the Fund’s investment in securities of
foreign companies may be in the form of depositary receipts or other securities convertible into securities
of foreign issuers. American Depositary Receipts (“ADRs”) are dollar-denominated receipts representing

5
interests in the securities of a foreign issuer, which securities may not necessarily be denominated in the
same currency as the securities into which they may be converted. ADRs are receipts typically issued by
U.S. banks and trust companies which evidence ownership of underlying securities issued by a foreign
corporation. Generally, ADRs in registered form are designed for use in domestic securities markets and
are traded on exchanges or over-the-counter in the United States.
Global Depositary Receipts (“GDRs”), European Depositary Receipts (“EDRs”), and International
Depositary Receipts (“IDRs”) are similar to ADRs in that they are certificates evidencing ownership of
shares of a foreign issuer; however, GDRs, EDRs, and IDRs may be issued in bearer form and
denominated in other currencies and are generally designed for use in specific or multiple securities
markets outside the U.S. EDRs, for example, are designed for use in European securities markets, while
GDRs are designed for use throughout the world. Depositary receipts will not necessarily be denominated
in the same currency as their underlying securities.
The Funds will not invest in any unlisted depositary receipts or any depositary receipt that the Adviser
deems to be illiquid or for which pricing information is not readily available. In addition, all depositary
receipts generally must be sponsored. However, each Fund may invest in unsponsored depositary receipts
under certain limited circumstances. The issuers of unsponsored depositary receipts are not obligated to
disclose material information in the United States and, therefore, there may be less information available
regarding such issuers and there may not be a correlation between such information and the value of the
depositary receipts.
Equity Securities
Equity securities, such as the common stock of an issuer, are subject to stock market fluctuations and
therefore may experience volatile changes in value as market conditions, consumer sentiment or the
financial condition of the issuers change. A decrease in value of the equity securities in the Fund’s
portfolio may also cause the value of a Fund’s shares to decline.
An investment in the Fund should be made with an understanding of the risks inherent in an investment in
equity securities, including the risk that the financial condition of issuers may become impaired or that the
general condition of the stock market may deteriorate (either of which may cause a decrease in the value
of a Fund’s portfolio securities and therefore a decrease in the value of shares).
Common stocks are susceptible to general stock market fluctuations and to volatile increases and
decreases in value as market confidence and perceptions change. These investor perceptions are based on
various and unpredictable factors, including expectations regarding government, economic, monetary and
fiscal policies; inflation and interest rates; economic expansion or contraction; and global or regional
political, economic or banking crises.
Holders of common stocks incur more risk than holders of preferred stocks and debt obligations because
common stockholders, as owners of the issuer, generally have inferior rights to receive payments from the
issuer in comparison with the rights of creditors or holders of debt obligations or preferred stocks.
Further, unlike debt securities, which typically have a stated principal amount payable at maturity (whose
value, however, is subject to market fluctuations prior thereto), or preferred stocks, which typically have a
liquidation preference and which may have stated optional or mandatory redemption provisions, common
stocks have neither a fixed principal amount nor a maturity. Common stock values are subject to market
fluctuations as long as the common stock remains outstanding.
When-issued securities. A when-issued security is one whose terms are available and for which a market
exists, but which has not been issued. When a Fund engages in when-issued transactions, it relies on the
other party to consummate the sale. If the other party fails to complete the sale, each Fund may miss the
opportunity to obtain the security at a favorable price or yield. When purchasing a security on a when-

6
issued basis, a Fund assumes the rights and risks of ownership of the security, including the risk of price
and yield changes. At the time of settlement, the value of the security may be more or less than the
purchase price. The yield available in the market when the delivery takes place also may be higher than
those obtained in the transaction itself. Because the Funds do not pay for the security until the delivery
date, these risks are in addition to the risks associated with its other investments.
Decisions to enter into “when-issued” transactions will be considered on a case-by-case basis when
necessary to maintain continuity in a company’s index membership. The Fund will segregate cash or
liquid securities equal in value to commitments for the when-issued transactions. The Fund will segregate
additional liquid assets daily so that the value of such assets is equal to the amount of the commitments.
Types of Equity Securities:
Common Stocks — Common stocks represent units of ownership in a company. Common stocks usually
carry voting rights and earn dividends. Unlike preferred stocks, which are described below, dividends on
common stocks are not fixed but are declared at the discretion of the company’s board of directors.
Preferred Stocks — Preferred stocks are also units of ownership in a company. Preferred stocks normally
have preference over common stock in the payment of dividends and the liquidation of the company.
However, in all other respects, preferred stocks are subordinated to the liabilities of the issuer. Unlike
common stocks, preferred stocks are generally not entitled to vote on corporate matters. Types of
preferred stocks include adjustable-rate preferred stock, fixed dividend preferred stock, perpetual
preferred stock, and sinking fund preferred stock.
Generally, the market values of preferred stock with a fixed dividend rate and no conversion element vary
inversely with interest rates and perceived credit risk.
Rights and Warrants — A right is a privilege granted to existing shareholders of a corporation to
subscribe to shares of a new issue of common stock before it is issued. Rights normally have a short life
of usually two to four weeks, are freely transferable and entitle the holder to buy the new common stock
at a lower price than the public offering price. Warrants are securities that are usually issued together with
a debt security or preferred stock and that give the holder the right to buy proportionate amount of
common stock at a specified price. Warrants are freely transferable and are traded on major exchanges.
Unlike rights, 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 is usually higher than the market price at the time the warrant
is issued. Corporations often issue warrants to make the accompanying debt security more attractive.
An investment in warrants and rights may entail greater risks than certain other types of investments.
Generally, rights and warrants do not carry the right to receive dividends or exercise voting rights with
respect to the underlying securities, and they do not represent any rights in the assets of the issuer. In
addition, their value does not necessarily change with the value of the underlying securities, and they
cease to have value if they are not exercised on or before their expiration date. Investing in rights and
warrants increases the potential profit or loss to be realized from the investment as compared with
investing the same amount in the underlying securities.
Small- and Mid-Capitalization Companies — The securities of small- and mid-capitalization companies
may be more vulnerable to adverse issuer, market, political, or economic developments than securities of
larger-capitalization companies. The securities of small- and mid-capitalization companies generally trade
in lower volumes and are subject to greater and more unpredictable price changes than larger
capitalization stocks or the stock market as a whole. Some small- or mid-capitalization companies have
limited product lines, markets, and financial and managerial resources and tend to concentrate on fewer
geographical markets relative to larger capitalization companies. There is typically less publicly available
information concerning small- and mid-capitalization companies than for larger, more established

7
companies. Small- and mid-capitalization companies also may be particularly sensitive to changes in
interest rates, government regulation, borrowing costs, and earnings.
Micro-Cap Companies — The securities of micro-cap companies may be more volatile in price, have
wider spreads between their bid and ask prices, and have significantly lower trading volumes than the
securities of larger capitalization companies. As a result, the purchase or sale of more than a limited
number of shares of the securities of a smaller company may affect its market price. Some micro-cap
companies are followed by few, if any, securities analysts, and there tends to be less publicly available
information about such companies. Their securities generally have even more limited trading volumes and
are subject to even more abrupt or erratic market price movements than are small-cap and mid-cap
securities, and the Fund may be able to deal with only a few market-makers when purchasing and selling
micro-cap securities. Such companies may also have limited markets, financial resources or product lines,
may lack management depth, and may be more vulnerable to adverse business or market developments.
These conditions, which create greater opportunities to find securities trading well below the Funds’s
estimate of the company’s current worth, also involve increased risk.
Large Capitalization Companies — Investments in large capitalization companies may go in and out of
favor based on market and economic conditions and may underperform other market segments. Some
large capitalization companies may be unable to respond quickly to new competitive challenges, such as
changes in technology and consumer tastes, and may not be able to attain the high growth rate of
successful smaller companies, especially during extended periods of economic expansion. As such,
returns on investments in stocks of large capitalization companies could trail the returns on investments in
stocks of small and mid-capitalization companies.
Tracking Stocks — A tracking stock is a separate class of common stock whose value is linked to a
specific business unit or operating division within a larger company and which is designed to “track” the
performance of such business unit or division. The tracking stock may pay dividends to shareholders
independent of the parent company. The parent company, rather than the business unit or division,
generally is the issuer of tracking stock. However, holders of the tracking stock may not have the same
rights as holders of the company’s common stock.
Investments in Other Investment Companies
Each Fund may invest in shares of other investment companies, including exchange-traded funds
(“ETFs”) and business development companies (“BDCs”). As the shareholder of another ETF, the Funds
would bear, along with other shareholders, its pro rata portion of the other ETF’s expenses, including
advisory fees. Such expenses are in addition to the expenses a Fund pays in connection with its own
operations. A Fund’s investment in other ETFs may be limited by applicable law.
Disruptions in the markets for the securities underlying ETFs purchased or sold by the Funds could result
in losses on investments in ETFs. ETFs also carry the risk that the price a Fund pays or receives may be
higher or lower than the ETF’s NAV. ETFs are also subject to certain additional risks, including the risks
of illiquidity and of possible trading halts due to market conditions or other reasons, based on the policies
of the relevant exchange. ETFs and other investment companies in which the Fund may invest may be
leveraged, which would increase the volatility of the Funds’ NAV. Each Fund may also invest in ETFs
and other investment companies that seek to return the inverse of the performance of an underlying index
on a daily, monthly, or other basis, including inverse leveraged ETFs.
Inverse and leveraged ETFs are subject to additional risks not generally associated with traditional ETFs.
To the extent that the Fund invests in inverse ETFs, the value of the Fund investments will decrease when
the index underlying the ETF’s benchmark rises, a result that is the opposite from traditional equity or
bond funds. The NAV and market price of leveraged or inverse ETFs are usually more volatile than the
value of the tracked index or of other ETFs that do not use leverage. This is because inverse and

8
leveraged ETFs use investment techniques and financial instruments that may be considered aggressive,
including the use of derivative transactions and short selling techniques. The use of these techniques may
cause the inverse or leveraged ETFs to lose more money in market environments that are adverse to their
investment strategies than other funds that do not use such techniques.
BDCs are specialized closed-end funds that trade like stocks. Shares of BDCs are not priced at the NAV
of their underlying portfolio holdings, but instead trade like stocks at the market price, which may be at a
price above or below their NAV. The 1940 Act imposes certain restraints upon the operations of a BDC.
For example, BDCs are required to invest at least 70% of their total assets primarily in securities of
private companies or thinly traded U.S. public companies, cash, cash equivalents, U.S. Government
securities and high quality debt investments that mature in one year or less. The risks of owning a BDC
generally reflect the risks of owning its underlying investments. Generally, little public information exists
for private and thinly traded companies, and there is a risk that investors may not be able to make a fully
informed investment decision. Risks may include, but are not limited to, credit and investment risk,
market and valuation risk, price volatility risk, liquidity risk and interest rate risk. When a Fund invest in
BDCs, shareholders of the Fund indirectly bear a proportionate share of the BDC’s fees and expenses, as
well as their share of the Fund fees and expenses. As a result, an investment by the Funds in an BDC
could cause the Funds’ operating expenses (taking into account indirect expenses such as the fees and
expenses of the BDC) to be higher and, in turn, performance to be lower than if the Fund were to invest
directly in the instruments held by the BDC.
The Funds’ investments in ETFs and BDCs are subject to applicable limitations under Section 12(d)(1) of
the 1940 Act and Rule 12d1-4 under the 1940 Act. Investing in another pooled vehicle exposes the Funds
to all the risks of that pooled vehicle. Pursuant to Section 12(d)(1), each Fund may invest in the securities
of another investment company (the “acquired company”) provided that the Funds, immediately after
such purchase or acquisition, does not own in the aggregate: (i) more than 3% of the total outstanding
voting stock of the acquired company; (ii) securities issued by the acquired company having an aggregate
value in excess of 5% of the value of the total assets of the Fund; or (iii) securities issued by the acquired
company and all other investment companies (other than treasury stock of the Fund) having an aggregate
value in excess of 10% of the value of the total assets of the Fund. To the extent allowed by law or
regulation, each Fund may invest its assets in securities of investment companies that are money market
funds in excess of the limits discussed above.
If a Fund invests in and, thus, is a shareholder of, another investment company, the Fund’s shareholders
will indirectly bear the Fund’s proportionate share of the fees and expenses paid by such other investment
company, including advisory fees, in addition to both the management fees payable directly by the Fund
to the Fund’s own investment adviser and the other expenses that the Fund bears directly in connection
with the Fund’s own operations.
Section 12(d)(1) of the 1940 Act restricts investments by registered investment companies in securities of
other registered investment companies, including the Fund. The acquisition of the Fund’s shares by
registered investment companies is subject to the restrictions of Section 12(d)(1) of the 1940 Act, except
as may be permitted by exemptive rules under the 1940 Act or as may at some future time be permitted by
an exemptive order that permits registered investment companies to invest in the Fund beyond the limits
of Section 12(d)(1), subject to certain terms and conditions, including that the registered investment
company enter into an agreement with the Fund regarding the terms of the investment.
Each Fund may rely on Section 12(d)(1)(F) and Rule 12d1-3 of the 1940 Act, which provide an
exemption from Section 12(d)(1) that allows the Fund to invest all of its assets in other registered funds,
including ETFs, if, among other conditions: (a) the Fund, together with its affiliates, acquires no more
than three percent of the outstanding voting stock of any acquired fund, and (b) the sales load charged on
the Fund’s shares is no greater than the limits set forth in Rule 2341 of the Rules of the Financial Industry

9
Regulatory Authority, Inc. (“FINRA”). Additionally, the Funds may rely on exemptive relief issued by
the SEC to other registered funds, including ETFs, or Rule 12d1-4 under the 1940 Act to invest in such
other funds in excess of the limits of Section 12(d)(1) if the Fund complies with the terms and conditions
of such exemptive relief or rule.
Illiquid Investments
Each Fund may not acquire any illiquid investment if, immediately after the acquisition, the Fund would
have invested more than 15% of its net assets in illiquid investments. An illiquid investment means any
investment that the Fund reasonably expects cannot be sold or disposed of in current market conditions in
seven calendar days or less without the sale or disposition significantly changing the market value of the
investment. If illiquid investments exceed 15% of the Fund’s net assets, certain remedial actions will be
taken as required by Rule 22e-4 under the 1940 Act and the Fund’s policies and procedures.
A Fund may not be able to sell illiquid investments when the Adviser considers it desirable to do so or
may have to sell such investments at a price that is lower than the price that could be obtained if the
securities were more liquid. In addition, the sale of illiquid investments also may require more time and
may result in higher dealer discounts and other selling expenses than does the sale of investments that are
not illiquid. Illiquid investments also may be more difficult to value due to the unavailability of reliable
market quotations for such securities, and investment in illiquid investments may have an adverse impact
on NAV.
The Funds have implemented a written liquidity risk management program and related procedures
(“Liquidity Program”) that is reasonably designed to assess and manage the Funds’ “liquidity
risk” (defined by the SEC as the risk that a Fund could not meet requests to redeem shares issued by the
Fund without significant dilution of remaining investors’ interests in the Fund). The adoption of the
Liquidity Program is not a guarantee that a Fund will have sufficient liquidity to satisfy its redemption
requests, as they relate to all market conditions or that redemptions can be effected without diluting
remaining investors in the Funds.
Non-U.S. Securities
Each Fund may invest in non-U.S. equity securities, including securities listed and traded in emerging
markets. Investments in securities listed and traded in emerging markets are subject to additional risks
that may not be present for U.S. investments or investments in more developed non-U.S. markets.
Investments in non-U.S. equity securities involve certain risks that may not be present in investments in
U.S. securities. For example, non-U.S. securities may be subject to currency risks or to foreign
government taxes. There may be less information publicly available about a non-U.S. issuer than about a
U.S. issuer, and a foreign issuer may or may not be subject to uniform accounting, auditing and financial
reporting standards and practices comparable to those in the U.S. Other risks of investing in such
securities include political or economic instability in the country involved, the difficulty of predicting
international trade patterns and the possibility of imposition of exchange controls. The prices of such
securities may be more volatile than those of domestic securities. With respect to certain foreign
countries, there is a possibility of expropriation of assets or nationalization, imposition of withholding
taxes on dividend or interest payments, difficulty in obtaining and enforcing judgments against foreign
entities or diplomatic developments which could affect investment in these countries. Losses and other
expenses may be incurred in converting between various currencies in connection with purchases and
sales of foreign securities. Since foreign exchanges may be open on days when the Fund does not price its
shares, the value of the securities in the Fund’s portfolio may change on days when shareholders will not
be able to purchase or sell the Fund’s shares. Conversely, shares may trade on days when foreign
exchanges are closed. Each of these factors can make an investment in the Fund more volatile and
potentially less liquid than other types of investments.

10
Non-U.S. stock markets may not be as developed or efficient as, and may be more volatile than, those in
the U.S. While the volume of shares traded on non-U.S. stock markets generally has been growing, such
markets usually have substantially less volume than U.S. markets. Therefore, the Fund’s investment in
non-U.S. equity securities may be less liquid and subject to more rapid and erratic price movements than
comparable securities listed for trading on U.S. exchanges. Non-U.S. equity securities may trade at price/
earnings multiples higher than comparable U.S. securities and such levels may not be sustainable. There
may be less government supervision and regulation of foreign stock exchanges, brokers, banks and listed
companies abroad than in the U.S. Moreover, settlement practices for transactions in foreign markets may
differ from those in U.S. markets. Such differences may include delays beyond periods customary in the
U.S. and practices, such as delivery of securities prior to receipt of payment, that increase the likelihood
of a failed settlement, which can result in losses to the Fund. The value of non-U.S. investments and the
investment income derived from them may also be affected unfavorably by changes in currency exchange
control regulations. Foreign brokerage commissions, custodial expenses and other fees are also generally
higher than for securities traded in the U.S. This may cause the Fund to incur higher portfolio transaction
costs than domestic equity funds. Fluctuations in exchange rates may also affect the earning power and
asset value of the foreign entity issuing a security, even one denominated in U.S. dollars. Dividend and
interest payments may be repatriated based on the exchange rate at the time of disbursement, and
restrictions on capital flows may be imposed.
Each Fund may invest directly or indirectly in the securities of issuers in emerging market countries.
Securities of issuers in emerging market countries are subject to all of the risks of foreign investing
generally, and have additional heightened risks due to a lack of established legal, political, business, and
social frameworks to support securities markets, including: delays in settling portfolio securities
transactions; currency and capital controls; greater sensitivity to interest rate changes; pervasiveness of
corruption and crime; currency exchange rate volatility; and inflation, deflation, or currency devaluation.
Other Short-Term Instruments
Each Fund may invest in short-term instruments, including money market instruments, on an ongoing
basis to provide liquidity or for other reasons. Money market instruments are generally short-term
investments that may include but are not limited to: (i) shares of money market funds; (ii) obligations
issued or guaranteed by the U.S. government, its agencies or instrumentalities (including government-
sponsored enterprises); (iii) negotiable certificates of deposit (“CDs”), bankers’ acceptances, fixed time
deposits and other obligations of U.S. and foreign banks (including foreign branches) and similar
institutions; (iv) commercial paper rated at the date of purchase “Prime-1” by Moody’s or “A-1” by S&P
or, if unrated, of comparable quality as determined by the Adviser; (v) non-convertible corporate debt
securities (e.g., bonds and debentures) with remaining maturities at the date of purchase of not more than
397 days and that satisfy the rating requirements set forth in Rule 2a-7 under the 1940 Act; and (vi) short-
term U.S. dollar-denominated obligations of foreign banks (including U.S. branches) that, in the opinion
of the Adviser, are of comparable quality to obligations of U.S. banks which may be purchased by the
Fund. Any of these instruments may be purchased on a current or a forward-settled basis. Money market
instruments also include shares of money market funds. Time deposits are non-negotiable deposits
maintained in banking institutions for specified periods of time at stated interest rates. Bankers’
acceptances are time drafts drawn on commercial banks by borrowers, usually in connection with
international transactions.
Real Estate Investment Trusts (“REITs”)
A REIT is a corporation or business trust (that would otherwise be taxed as a corporation) which meets
the definitional requirements of the Code. The Code permits a qualifying REIT to deduct from taxable
income the dividends paid, thereby effectively eliminating corporate level federal income tax. To meet the
definitional requirements of the Code, a REIT must, among other things: invest substantially all of its

11
assets in interests in real estate (including mortgages and other REITs), cash and government securities;
derive most of its income from rents from real property or interest on loans secured by mortgages on real
property; and, in general, distribute annually 90% or more of its taxable income (other than net capital
gains) to shareholders.
REITs are sometimes informally characterized as Equity REITs and Mortgage REITs. An Equity REIT
invests primarily in the fee ownership or leasehold ownership of land and buildings (e.g., commercial
equity REITs and residential equity REITs); a Mortgage REIT invests primarily in mortgages on real
property, which may secure construction, development or long-term loans.
REITs may be affected by changes in underlying real estate values, which may have an exaggerated effect
to the extent that REITs in which the Fund invests may concentrate investments in particular geographic
regions or property types. Additionally, rising interest rates may cause investors in REITs to demand a
higher annual yield from future distributions, which may in turn decrease market prices for equity
securities issued by REITs. Rising interest rates also generally increase the costs of obtaining financing,
which could cause the value of the Fund’s investments to decline. During periods of declining interest
rates, certain Mortgage REITs may hold mortgages that the mortgagors elect to prepay, which
prepayment may diminish the yield on securities issued by such Mortgage REITs. In addition, Mortgage
REITs may be affected by the ability of borrowers to repay when due the debt extended by the REIT and
Equity REITs may be affected by the ability of tenants to pay rent.
Certain REITs have relatively small market capitalization, which may tend to increase the volatility of the
market price of securities issued by such REITs. Furthermore, REITs are dependent upon specialized
management skills, have limited diversification and are, therefore, subject to risks inherent in operating
and financing a limited number of projects. By investing in REITs indirectly through the Fund, a
shareholder will bear not only his or her proportionate share of the expenses of the Fund, but also,
indirectly, similar expenses of the REITs. REITs depend generally on their ability to generate cash flow to
make distributions to shareholders.
In addition to these risks, Equity REITs may be affected by changes in the value of the underlying
property owned by the trusts, while Mortgage REITs may be affected by the quality of any credit
extended. Further, Equity and Mortgage REITs are dependent upon management skills and generally may
not be diversified. Equity and Mortgage REITs are also subject to heavy cash flow dependency defaults
by borrowers and self-liquidation. In addition, Equity and Mortgage REITs could possibly fail to qualify
for the favorable U.S. federal income tax treatment generally available to REITs under the Code or fail to
maintain their exemptions from registration under the 1940 Act. The above factors may also adversely
affect a borrower’s or a lessee’s ability to meet its obligations to the REIT. In the event of default by a
borrower or lessee, the REIT may experience delays in enforcing its rights as a mortgagee or lessor and
may incur substantial costs associated with protecting its investments.
Repurchase Agreements
Each Fund may invest in repurchase agreements with commercial banks, brokers or dealers to generate
income from its excess cash balances and to invest securities lending cash collateral. A repurchase
agreement is an agreement under which the Fund acquires a financial instrument (e.g., a security issued
by the U.S. government or an agency thereof, a banker’s acceptance or a certificate of deposit) from a
seller, subject to resale to the seller at an agreed upon price and date (normally, the next Business Day). A
repurchase agreement may be considered a loan collateralized by securities. The resale price reflects an
agreed upon interest rate effective for the period the instrument is held by the Funds and is unrelated to
the interest rate on the underlying instrument.
In these repurchase agreement transactions, the securities acquired by the Fund (including accrued interest
earned thereon) must have a total value in excess of the value of the repurchase agreement and are held by

12
the Custodian until repurchased. No more than an aggregate of 15% of the Fund’s net assets will be
invested in illiquid investments, including repurchase agreements having maturities longer than seven
days and securities subject to legal or contractual restrictions on resale, or for which there are no readily
available market quotations.
The use of repurchase agreements involves certain risks. For example, if the other party to the agreement
defaults on its obligation to repurchase the underlying security at a time when the value of the security has
declined, the Funds may incur a loss upon disposition of the security. If the other party to the agreement
becomes insolvent and subject to liquidation or reorganization under the U.S. Bankruptcy Code or other
laws, a court may determine that the underlying security is collateral for a loan by the Fund not within the
control of the Fund and, therefore, the Funds may not be able to substantiate its interest in the underlying
security and may be deemed an unsecured creditor of the other party to the agreement.
Securities Lending
Each Fund may lend portfolio securities in an amount up to one-third of its total assets to brokers, dealers
and other financial institutions. In a portfolio securities lending transaction, the Fund receives from the
borrower an amount equal to the interest paid or the dividends declared on the loaned securities during the
term of the loan as well as the interest on the collateral securities, less any fees (such as finders or
administrative fees) the Fund pays in arranging the loan. Each Fund may share the interest it receives on
the collateral securities with the borrower. The terms of the Fund’s loans permit it to reacquire loaned
securities on five business days’ notice or in time to vote on any important matter. Loans are subject to
termination at the option of the Fund or borrower at any time, and the borrowed securities must be
returned when the loan is terminated. The Funds may pay fees to arrange for securities loans.
The SEC currently requires that the following conditions must be met whenever the Fund’s portfolio
securities are loaned: (1) the Fund must receive at least 100% cash collateral from the borrower; (2) the
borrower must increase such collateral whenever the market value of the securities rises above the level of
such collateral; (3) the Fund must be able to terminate the loan at any time; (4) the Fund must receive
reasonable interest on the loan, as well as any dividends, interest or other distributions on the loaned
securities, and any increase in market value; (5) the Funds may pay only reasonable custodian fees
approved by the Board in connection with the loan; (6) while voting rights on the loaned securities may
pass to the borrower, the Board must terminate the loan and regain the right to vote the securities if a
material event adversely affecting the investment occurs; and (7) the Funds may not loan its portfolio
securities so that the value of the loaned securities is more than one-third of its total asset value, including
collateral received from such loans. These conditions may be subject to future modification. Such loans
will be terminable at any time upon specified notice. The Fund might experience the risk of loss if the
institution with which it has engaged in a portfolio loan transaction breaches its agreement with the Fund.
In addition, the Fund will not enter into any portfolio security lending arrangement having a duration of
longer than one year. The principal risk of portfolio lending is potential default or insolvency of the
borrower. In either of these cases, the Fund could experience delays in recovering securities or collateral
or could lose all or part of the value of the loaned securities. As part of participating in a lending program,
the Funds may be required to invest in collateralized debt or other securities that bear the risk of loss of
principal. In addition, all investments made with the collateral received are subject to the risks associated
with such investments. If such investments lose value, the Fund will have to cover the loss when repaying
the collateral.
Any loans of portfolio securities are fully collateralized based on values that are marked-to-market daily.
Any securities that the Funds may receive as collateral will not become part of the Fund’s investment
portfolio at the time of the loan and, in the event of a default by the borrower, the Fund will, if permitted
by law, dispose of such collateral except for such part thereof that is a security in which the Fund is
permitted to invest. During the time securities are on loan, the borrower will pay the Fund any accrued

13
income on those securities, and the Funds may invest the cash collateral and earn income or receive an
agreed-upon fee from a borrower that has delivered cash-equivalent collateral.
Special Purpose Acquisition Companies
Each Fund may invest in stock, warrants, and other securities of special purpose acquisition companies
(“SPACs”) or similar special purpose entities that pool funds to seek potential acquisition opportunities.
Unless and until an acquisition is completed, a SPAC generally invests its assets (less a portion retained to
cover expenses) in U.S. Government securities, money market fund securities, and cash. If an acquisition
that meets the requirements for the SPAC is not completed within a pre-established period of time, the
invested funds are returned to the entity’s shareholders, less certain permitted expense, and any warrants
issued by the SPAC will expire worthless. Because SPACs and similar entities are in essence blank check
companies without an operating history or ongoing business other than seeking acquisitions, the value of
their securities is particularly dependent on the ability of the entity’s management to identify and
complete a profitable acquisition. SPACs may pursue acquisitions only within certain industries or
regions, which may increase the volatility of their prices. In addition, these securities, may be traded in
the over-the-counter market, may be considered illiquid and/or be subject to restrictions on resale.
U.S. Government Securities
Each Fund may invest in U.S. government securities. Securities issued or guaranteed by the U.S.
government or its agencies or instrumentalities include 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 rates, maturities, and times
of issuance. U.S. Treasury bills have initial maturities of one-year or less; U.S. Treasury notes have initial
maturities of one to ten years; and U.S. Treasury bonds generally have initial maturities of greater than
ten years. Certain U.S. government securities are issued or guaranteed by agencies or instrumentalities of
the U.S. government including, but not limited to, obligations of U.S. government agencies or
instrumentalities such as the Federal National Mortgage Association (“Fannie Mae”), the Government
National Mortgage Association (“Ginnie Mae”), the Small Business Administration, the Federal Farm
Credit Administration, the Federal Home Loan Banks, Banks for Cooperatives (including the Central
Bank for Cooperatives), the Federal Land Banks, the Federal Intermediate Credit Banks, the Tennessee
Valley Authority, the Export-Import Bank of the United States, the Commodity Credit Corporation, the
Federal Financing Bank, the Student Loan Marketing Association, the National Credit Union
Administration and the Federal Agricultural Mortgage Corporation (Farmer Mac).
Some obligations issued or guaranteed by U.S. government agencies and instrumentalities, including, for
example, Ginnie Mae pass- through certificates, are supported by the full faith and credit of the U.S.
Treasury. Other obligations issued by or guaranteed by federal agencies, such as those securities issued by
Fannie Mae, are supported by the discretionary authority of the U.S. government to purchase certain
obligations of the federal agency, while other obligations issued by or guaranteed by federal agencies,
such as those of the Federal Home Loan Banks, are supported by the right of the issuer to borrow from
the U.S. Treasury, while the U.S. government provides financial support to such U.S. government-
sponsored federal agencies, no assurance can be given that the U.S. government will always do so, since
the U.S. government is not so obligated by law. U.S. Treasury notes and bonds typically pay coupon
interest semi- annually and repay the principal at maturity.
On September 7, 2008, the U.S. Treasury announced a federal takeover of Fannie Mae and the Federal
Home Loan Mortgage Corporation (“Freddie Mac”), placing the two federal instrumentalities in
conservatorship. Under the takeover, the U.S. Treasury agreed to acquire $1 billion of senior preferred
stock of each instrumentality and obtained warrants for the purchase of common stock of each
instrumentality (the “Senior Preferred Stock Purchase Agreement” or “Agreement”). Under the
Agreement, the U.S. Treasury pledged to provide up to $200 billion per instrumentality as needed,

14
including the contribution of cash capital to the instrumentalities in the event their liabilities exceed their
assets. This was intended to ensure that the instrumentalities maintain a positive net worth and meet their
financial obligations, preventing mandatory triggering of receivership. On December 24, 2009, the U.S.
Treasury announced that it was amending the Agreement to allow the $200 billion cap on the U.S.
Treasury’s funding commitment to increase as necessary to accommodate any cumulative reduction in net
worth over the next three years. As a result of this Agreement, the investments of holders, including the
Fund, of mortgage-backed securities and other obligations issued by Fannie Mae and Freddie Mac are
protected.
The total public debt of the United States as a percentage of gross domestic product has grown rapidly
since the beginning of the 2008-2009 financial downturn. Although high debt levels do not necessarily
indicate or cause economic problems, they may create certain systemic risks if sound debt management
practices are not implemented. A high national debt can raise concerns that the U.S. government will not
be able to make principal or interest payments when they are due. This increase has also necessitated the
need for the U.S. Congress to negotiate adjustments to the statutory debt limit to increase the cap on the
amount the U.S. government is permitted to borrow to meet its existing obligations and finance current
budget deficits. In August 2011, S&P lowered its long-term sovereign credit rating on the U.S. In
explaining the downgrade at that time, S&P cited, among other reasons, controversy over raising the
statutory debt limit and growth in public spending. Any controversy or ongoing uncertainty regarding the
statutory debt ceiling negotiations may impact the U.S. long-term sovereign credit rating and may cause
market uncertainty. As a result, market prices and yields of securities supported by the full faith and credit
of the U.S. government may be adversely affected.

INVESTMENT RESTRICTIONS

The investment restrictions applicable to each Fund are set forth below and are either fundamental or non-
fundamental. Fundamental restrictions may not be changed without a majority vote of shareholders as
required by the 1940 Act. Non-fundamental policies or restrictions may be changed by the Board without
shareholder approval.

Fundamental Investment Restrictions

The Trust (on behalf of each Fund) has adopted the following restrictions as fundamental policies, which
may not be changed without the affirmative vote of the holders of a “majority” of the outstanding voting
securities of the Fund. Under the 1940 Act, the “vote of the holders of a majority of the outstanding
voting securities” means the vote of the holders of the lesser of (i) 67% or more of the shares of the Fund
present at a meeting at which the holders of more than 50% of the Fund’s outstanding shares are present
or represented by proxy or (ii) more than 50% of the outstanding shares of the Fund.

As a matter of fundamental policy:

1. Each Fund may not lend money or other assets except to the extent permitted by (i) the 1940 Act,
or interpretations or modifications by the SEC, SEC staff or other authority with appropriate
jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other
authority.

2. Each Fund may not borrow money, except as permitted by (i) the 1940 Act, or interpretations or
modifications by the SEC, SEC staff or other authority with appropriate jurisdiction, or (ii)
exemptive or other relief or permission from the SEC, SEC staff or other authority.

15
 3. Each Fund may not issue senior securities except as permitted by (i) the 1940 Act, or
interpretations or modifications by the SEC, SEC staff or other authority with appropriate
jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other
authority.

4. Each Fund may not concentrate its investments in a particular industry, as concentration is
defined under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as
such statute, rules or regulations may be amended or interpreted from time to time, except that (i)
the Unusual Whales Subversive Democratic Trading ETF will concentrate in an industry or group
of industries to the extent that investing in accordance with investments of Democratic members
of the U.S. Congress and their spouses results in an industry concentration, and (ii) the Unusual
Whales Subversive Republican Trading ETF concentrate in an industry or group of industries to
the extent that investing in accordance with investments of Republican members of the U.S.
Congress and their spouses results in an industry concentration. Each Fund may invest without
limitation in: (i) securities issued or guaranteed by the U.S. government, its agencies or
instrumentalities; (ii) tax-exempt obligations of state or municipal governments and their political
subdivisions; (iii) securities of other investment companies; and (iv) repurchase agreements.

5. Each Fund may not purchase or sell real estate, except as permitted by (i) the 1940 Act, or
interpretations or modifications by the SEC, SEC staff or other authority with appropriate
jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other
authority (although each Fund may purchase and sell securities which are secured by real estate
and securities of companies which invest or deal in real estate, such as REITs).

6. Each Fund may not buy or sell commodities or commodity (futures) contracts, except as
permitted by (i) the 1940 Act, or interpretations or modifications by the SEC, SEC staff or other
authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the
SEC, SEC staff or other authority.

7. Each Fund may not engage in the business of underwriting the securities of other issuers except
as permitted by (i) the 1940 Act, or interpretations or modifications by the SEC, SEC staff or
other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from
the SEC, SEC staff or other authority, and except to the extent that the Funds may be deemed to
be an underwriter within the meaning of the Securities Act in connection with the purchase and
sale of portfolio securities.

8. Each Fund may not make investments for the purpose of exercising control or acquiring
management of a company.

Percentage and Rating Restrictions

Except with respect to borrowing, all percentage or rating restrictions on an investment or use of assets set
forth herein or in the Prospectus are adhered to at the time of investment. Later changes in the percentage
or rating resulting from any cause other than actions by a Fund will not be considered a violation of a
Fund’s investment restrictions. If the value of a Fund’s holdings of illiquid investments at any time
exceeds the percentage limitation applicable due to subsequent fluctuations in value or other reasons, the
Board will consider what actions are appropriate to maintain adequate liquidity.

16
Additional Information Regarding Fundamental Investment Restrictions

The following descriptions of the 1940 Act may assist investors in understanding the above policies and
restrictions.

Lending. The 1940 Act does not prohibit a fund from making loans (including lending its securities);
however, SEC staff interpretations currently prohibit funds from lending more than one-third of their total
assets (including lending its securities), except through the purchase of debt obligations or the use of
repurchase agreements. In addition, collateral arrangements with respect to options, forward currency and
futures transactions and other derivative instruments (as applicable), as well as delays in the settlement of
securities transactions, will not be considered loans.

For purposes of the Funds’ fundamental investment restriction with respect to lending, the entry into
repurchase agreements, lending securities and acquiring of debt securities shall not constitute loans by the
Fund.

Senior Securities and Borrowing. The 1940 Act prohibits a Fund from issuing any class of senior
securities or selling any senior securities of which it is the issuer, except that the Fund is permitted to
borrow from a bank so long as, immediately after such borrowings, there is an asset coverage of at least
300% for all borrowings of a Fund (not including borrowings for temporary purposes in an amount not
exceeding 5% of the value of the Fund’s total assets). In the event that such asset coverage falls below
this percentage, the Fund is required to reduce the amount of its borrowings within three days (not
including Sundays and holidays) so that the asset coverage is restored to at least 300%. Asset coverage
means the ratio that the value of a fund’s total assets (including amounts borrowed), minus liabilities
other than borrowings, bears to the aggregate amount of all borrowings. Borrowing money to increase
portfolio holdings is known as “leveraging.” In addition, Rule 18f-4 under the 1940 Act permits a fund to
enter into derivatives transactions, notwithstanding the prohibitions and restrictions on the issuance of
senior securities under the 1940 Act, provided that the fund complies with the conditions of Rule 18f-4.

Concentration. The SEC staff has defined concentration as investing 25% or more of a fund’s total assets
in any particular industry or group of industries, with certain exceptions such as with respect to
investments in obligations issued or guaranteed by the U.S. government or its agencies and
instrumentalities, or tax-exempt obligations of state or municipal governments and their political
subdivisions. The SEC staff has further maintained that a fund should consider the underlying
investments, where easily determined, of investment companies in which the fund is invested when
determining concentration of the fund. For purposes of the Fund’s concentration policy, each Fund may
classify and re-classify companies in a particular industry and define and re-define industries in any
reasonable manner, consistent with SEC and SEC staff guidance. In this regard, the Adviser may analyze
the characteristics of a particular issuer and instrument and may assign an industry classification
consistent with those characteristics. The Adviser may, but need not, consider industry classifications
provided by third parties.

Diversification. The Funds are diversified. Under applicable federal laws, to qualify as diversified Funds,
the Funds, with respect to 75% of their total assets, may not invest more than 5% of their total assets in
any one issuer and may not hold more than 10% of the voting securities of any one such issuer. The
remaining 25% of the Fund’s total assets does not need to be “diversified” and may be invested in
securities of a single issuer, subject to other applicable laws. The diversification of each Fund’s holdings
is measured at the time each Fund purchases a security. However, if either Fund purchases a security and
holds it for a period of time, the security may become a larger percentage of the Fund’s total assets due to

17
movements in the financial markets. If the market affects several securities held by the Funds, the Funds
may have a greater percentage of their assets invested in securities of fewer issuers. Because the Funds
are diversified, the Funds are less subject to the risk that their performance may be hurt disproportionately
by the poor performance of relatively few securities despite the Funds qualifying as a diversified Funds
under applicable federal laws.

Underwriting. The 1940 Act does not prohibit a fund from engaging in the underwriting business or
from underwriting the securities of other issuers; in fact, in the case of diversified funds, the 1940 Act
permits a fund to have underwriting commitments of up to 25% of its assets under certain circumstances.
Those circumstances currently are that the amount of a fund’s underwriting commitments, when added to
the value of the fund’s investments in issuers where the fund owns more than 10% of the outstanding
voting securities of those issuers, cannot exceed the 25% cap.

Commodities. The 1940 Act neither permits nor prohibits a fund from investing in commodities or
commodity (futures) contracts. The Funds do not currently intend to invest in commodities or commodity
(futures) contracts.

PORTFOLIO TURNOVER

The frequency of a Fund’s portfolio transactions (the portfolio turnover rate) will vary from year to year
depending on many factors. Although the Funds generally will not invest for short-term trading purposes,
portfolio securities may be sold without regard to the length of time they have been held when, in the
opinion of the Adviser, investment considerations warrant such action. Higher portfolio turnover rates
may result in increased brokerage costs to the Fund and a possible increase in short-term capital gains or
losses. Each Fund’s annual portfolio turnover rate will be included in the “Financial Highlights” section
of the Funds’ Prospectus following the commencement of Fund operations. The Funds’ portfolio turnover
rates for the most recent fiscal period ended September 30 were as follows:

Fund 2023(1)
Unusual Whales Subversive Democratic Trading ETF 44%
Unusual Whales Subversive Republican Trading ETF 46%
(1) For the period February 6, 2023 ( inception date for the Funds) to September 30, 2023.

PORTFOLIO HOLDINGS INFORMATION

The Trust’s Board has adopted a policy regarding the disclosure of information about each Fund’s
security holdings. A Fund’s entire portfolio holdings are publicly disseminated each day the Fund is open
for business through financial reporting and news services including publicly available internet web sites.
In addition, the composition of the in-kind creation basket and the in-kind redemption basket is publicly
disseminated daily prior to the opening of the Exchange (as defined below) via the National Securities
Clearing Corporation (“NSCC”).
Greater than daily access to information concerning each Fund’s portfolio holdings will be permitted (i)
to certain personnel of service providers to the Funds involved in portfolio management and providing
administrative, operational, risk management, or other support to portfolio management, and (ii) to other
personnel of the Funds’ service providers who deal directly with, or assist in, functions related to
investment management, administration, custody and fund accounting, as may be necessary to conduct
business in the ordinary course, agreements with the Funds, and the terms of the Trust’s current
registration statement. From time to time, and in the ordinary course of business, such information may

18
also be disclosed (i) to other entities that provide services to the Funds, including pricing information
vendors, and third parties that deliver analytical, statistical or consulting services to the Funds and (ii)
generally after it has been disseminated to the NSCC.
Each Fund will disclose its complete portfolio holdings in public filings with the SEC on a quarterly
basis, based on the Fund’s fiscal year-end, within 60 days of the end of the quarter, and will provide that
information to shareholders, as required by federal securities laws and regulations thereunder.
No person is authorized to disclose any of a Fund’s portfolio holdings or other investment positions
(whether in writing, by fax, by e-mail, orally, or by other means) except in accordance with this policy.
The Trust’s Chief Compliance Officer may authorize disclosure of portfolio holdings. The Board reviews
the implementation of this policy on a periodic basis.
EXCHANGE LISTING AND TRADING
A discussion of exchange listing and trading matters associated with an investment in a Fund is contained
in the Prospectus. The discussion below supplements, and should be read in conjunction with, the
Prospectus.
The shares of each Fund are listed on the Cboe BZX Exchange, Inc. (the “Exchange”) and trade on the
Exchange at market prices. These prices may differ from the Fund’s NAV per share. There can be no
assurance that the requirements of the Exchange necessary to maintain the listing of shares of the Fund
will continue to be met.
The Exchange will consider the suspension of trading in, and will initiate delisting procedures of, the
shares of the Fund under any of the following circumstances: (1) if the Exchange becomes aware that the
Fund is no longer eligible to operate in reliance on Rule 6c-11 under the 1940 Act; (2) if the Fund no
longer complies with the relevant requirements in the Exchange’s rules; (3) if, following the initial
twelve-month period beginning upon the commencement of trading of the Fund on the Exchange, there
are fewer than 50 record and/or beneficial holders of the shares; or (4) such other event occurs or
condition exists that, in the opinion of the Exchange, makes further dealings on the Exchange inadvisable.
The Trust reserves the right to adjust the share price of the Fund in the future to maintain convenient
trading ranges for investors. Any adjustments would be accomplished through stock splits or reverse
stock splits, which would have no effect on the net assets of the Fund.
As in the case of other publicly traded securities, brokers’ commissions on transactions will be based on
negotiated commission rates at customary levels.
The base and trading currencies of the Fund is the U.S. dollar. The base currency is the currency in which
the Fund’s NAV per share is calculated and the trading currency is the currency in which shares of the
Fund are listed and traded on the Exchange.

TRUSTEES AND EXECUTIVE OFFICERS

The Board oversees the management and operations of the Trust. The Board, in turn, elects the officers of
the Trust, who are responsible for the day-to-day operations of the Trust and its separate series. The
current Trustees and officers of the Trust, their year of birth, positions with the Trust, terms of office with
the Trust and length of time served, principal occupations during the past five years and other
directorships are set forth in the table below. Unless noted otherwise, the principal business address of

19
each Trustee is c/o U.S. Bank Global Fund Services, 615 East Michigan Street, Milwaukee, Wisconsin
53202.
Number of
Portfolios
in Fund
Complex(2) Other
Positions Term of Office Principal Overseen Directorships
with and Length of Occupations During by Held During
Name and Year of Birth the Trust Time Served Past Five Years Trustees Past Five Years
Independent Trustees of the Trust(1)
Koji Felton Trustee Indefinite Retired. 5 Independent
(born 1961) Term; Trustee, Listed
Since Funds Trust (52
September portfolios)
2015. (Since 2019).
Debra McGinty-Poteet Trustee Indefinite Retired. 5 Lead
(born 1956) Term; Since Independent
September Trustee, F/m
2015. Funds Trust (4
portfolios)
(2015-2023).
Daniel B. Willey Trustee Indefinite Retired. 5 None
(born 1955) Term;
Since
September
2015.

20
 Number of
Portfolios
in Fund
Complex(2) Other
Positions Term of Office Principal Overseen Directorships
with and Length of Occupations During by Held During
Name and Year of Birth the Trust Time Served Past Five Years Trustees Past Five Years
Interested Trustee
Elaine E. Richards(3) Chair, Indefinite Senior Vice President, 5 None
(born 1968) Trustee Term; Since U.S. Bank Global Fund
July 2021 Services (since 2007).
Officers of the Trust
Ryan L. Roell President Indefinite Vice President, U.S. Not Not
(born 1973) and Term; Since Bank Global Fund Applicable Applicable
Principal July 2019. Services (since 2005).
Executive
Officer
Douglas Schafer Vice Indefinite Assistant Vice Not Not
(born 1970) President, Term; Since President, U.S. Bank Applicable Applicable
Treasurer November Global Fund Services
and 2023. (since 2002).
Principal
Financial
Officer
Donna Barrette Vice Indefinite Senior Vice President Not Not
(born 1966) President, Term; Since and Compliance Applicable Applicable
Chief November Officer, U.S. Bank
Compliance 2019. Global Fund Services
Officer and (since 2004).
Anti-Money
Laundering
Officer
Adam W. Smith Secretary Indefinite Vice President, U.S. Not Not
(born 1981) Term; Since Bank Global Fund Applicable Applicable
June 2019. Services (since 2012).
Richard E. Grange Assistant Indefinite Officer, U.S. Bank Not Not
(born 1982) Treasurer Term; Since Global Fund Services Applicable Applicable
October 2022. (since 2017).
Leone Logan Assistant Indefinite Officer, U.S. Bank Not Not
(born 1986) Treasurer Term; Since Global Fund Services Applicable Applicable
October 2023. (since 2022); Senior
Financial Reporting
Analyst, BNY Mellon
(2014 - 2022).
(1)
The Trustees of the Trust who are not “interested persons” of the Trust as defined under the 1940 Act (“Independent Trustees”).
(2)
As of the date of this SAI, the Trust was comprised of 19 portfolios (including the Funds which are each managed by the Adviser) managed
by unaffiliated investment advisers. The term “Fund Complex” applies only to the Funds. The Funds do not hold itself out as related to any
other series within the Trust for investment purposes, nor does it share the same investment adviser with any other series within the Trust.
(3)
Ms. Richards, as a result of her employment with U.S. Bancorp Fund Services, LLC, which acts as transfer agent, administrator, and fund
accountant to the Trust, is considered to be an “interested person” of the Trust, as defined by the 1940 Act.

Additional Information Concerning the Board of Trustees

The Role of the Board

The Board oversees the management and operations of the Trust. Like all mutual funds, the day-to-day
management and operation of the Trust is the responsibility of the various service providers to the Trust,
such as the Adviser, the Distributor, the Administrator, the Custodian, and the Transfer Agent, each of

21
whom are discussed in greater detail in this SAI. The Board has appointed various senior employees of
the Administrator as officers of the Trust, with responsibility to monitor and report to the Board on the
Trust’s operations. In conducting this oversight, the Board receives regular reports from these officers and
the service providers. For example, the Treasurer provides reports as to financial reporting matters and the
President provides reports as to matters relating to the Trust’s operations. In addition, the Adviser
provides regular reports on the investment strategy and performance of the Fund. The Board has
appointed a CCO who administers the Trust’s compliance program and regularly reports to the Board as
to compliance matters. These reports are provided as part of formal “Board Meetings” which are typically
held quarterly, in person, and involve the Board’s review of recent operations. In addition, various
members of the Board also meet with management in less formal settings, between formal “Board
Meetings,” to discuss various topics. In all cases, however, the role of the Board and of any individual
Trustee is one of oversight and not of management of the day-to-day affairs of the Trust and its oversight
role does not make the Board a guarantor of the Trust’s investments, operations or activities.

Board Structure, Leadership

The Board has structured itself in a manner that it believes allows it to perform its oversight function
effectively. It has established two standing committees, a Governance and Nominating Committee and an
Audit Committee, which also serves as the Qualified Legal Compliance Committee, which are discussed
in greater detail below under “Trust Committees.” The Board is comprised of one Interested Trustee and
three Independent Trustees, which are Trustees that are not affiliated with the Adviser, the principal
underwriter, or their affiliates. The Governance and Nominating Committee, Audit Committee and
Qualified Legal Compliance Committee are comprised entirely of Independent Trustees. The Chair of the
Board is an Interested Trustee. The Board has determined not to appoint a lead Independent Trustee;
however, the Independent Trustees are advised by independent counsel. The President and Principal
Executive Officer of the Trust is not a Trustee, but rather is a senior employee of the Administrator who
routinely interacts with the unaffiliated investment advisers of the Trust and comprehensively manages
the operational aspects of the funds in the Trust. The Trust has determined that it is appropriate to
separate the Principal Executive Officer and Chair of the Board positions because the day-to day
responsibilities of the Principal Executive Officer are not consistent with the oversight role of the
Trustees and because of the potential conflict of interest that may arise from the Administrator’s duties
with the Trust. The Board reviews its structure and the structure of its committees annually. Given the
specific characteristics of the Trust, as described above, the Board has determined that the structure of the
Interested Chair, the composition of the Board, and the function and composition of its various
committees are appropriate means to address any potential conflicts of interest that may arise.

Board Oversight of Risk Management

As part of its oversight function, the Board receives and reviews various risk management reports and
discusses these matters with appropriate management and other personnel. Because risk management is a
broad concept comprised of many elements (e.g., investment risk, issuer and counterparty risk,
compliance risk, operational risks, business continuity risks, etc.), the oversight of different types of risks
is handled in different ways. For example, the Audit Committee meets with the Treasurer and the Trust’s
independent registered public accounting firm to discuss, among other things, the internal control
structure of the Trust’s financial reporting function. The Board meets regularly with the CCO to discuss
compliance and operational risks and how they are managed. The Board also receives reports from the
Adviser as to investment risks of the Fund. In addition to these reports, from time to time the Board
receives reports from the Administrator and the Adviser as to enterprise risk management.

22
Information about Each Trustee’s Qualification, Experience, Attributes or Skills

The Board believes that each of the Trustees has the qualifications, experience, attributes and skills
(“Trustee Attributes”) appropriate to their continued service as Trustees of the Trust in light of the Trust’s
business and structure. The Board annually conducts a “self-assessment” wherein the effectiveness of the
Board and individual Trustees is reviewed.

In addition to the information provided in the chart above, below is certain additional information
concerning each particular Trustee and his/her Trustee Attributes. The information is not all-inclusive.
Many Trustee Attributes involve intangible elements, such as intelligence, integrity, work ethic, the
ability to work together, the ability to communicate effectively, the ability to exercise judgment, to ask
incisive questions, and commitment to shareholder interests.

Koji Felton. Mr. Felton has served as a Trustee since 2015 and has substantial experience with the mutual
fund industry and familiarity with federal securities laws and regulations. Mr. Felton’s prior experience
includes serving as Director and Counsel for KKR Credit Advisors LLC, the asset manager arm of
Kohlberg Kravis Roberts & Co. L.P. (2013 - 2015). Prior to that Mr. Felton served as counsel in the
Financial Services Group at Dechert LLP from (2011 - 2013), as well as in various capacities, and
ultimately as Senior Vice President and Deputy General Counsel for mutual funds, at Charles Schwab &
Co., Inc. (1998 – 2011). Mr. Felton also worked as a staff attorney and served as an Enforcement Branch
Chief for the San Francisco District Office of the SEC (1992 - 1998). Mr. Felton began his career as a
litigation associate specializing in securities and banking litigation at Shearman & Sterling (1986 - 1992).

Debra McGinty-Poteet. Ms. McGinty-Poteet has served as a Trustee since 2015 and has significant
mutual fund industry experience, including her current and prior experience on mutual fund boards.Ms.
McGinty-Poteet also served as Lead Independent Trustee and Chair of the Audit Committee for F/m
Funds Trust (2015 – 2023). Prior to becoming a Trustee of the Trust, Ms. McGinty-Poteet served as the
President, Chair of the Board, and Interested Trustee for Brandes Investment Trust where she also
oversaw the proprietary and sub-advisory mutual fund business for Brandes Investment Advisors (1999 –
2012). Ms. McGinty-Poteet previously served as Chief Operating Officer of North American Trust
Company (1997 – 1998); Global Managing Director of Mutual Funds at Bank of America (1992 – 1996);
and in various capacities, and ultimately as Global Head of Mutual Funds, at Security Pacific Bank (1982
– 1992).

Daniel Willey. Mr. Willey has served as a Trustee since 2015 and has significant work history and
experience in the investment management industry. As a chief compliance officer, Mr. Willey has
valuable experience in an oversight role and in working with regulatory compliance matters. Mr. Willey
served as the Chief Compliance Officer of the United Nations Joint Staff Pension Fund (2009-2017).
Prior to this role, Mr. Willey served as the Chief Operating and Chief Compliance Officer of Barrett
Associates, Inc. (investment adviser and affiliate of Legg Mason) (2007 – 2009); President and Chief
Executive Officer of TIMCO, Citigroup Asset Management (2004 – 2006); Head Equity Trader of
TIMCO (1994 – 2004); Vice President, Shawmut National Bank (1992 – 1994); Investment Officer, State
of Connecticut (1990 – 1992); Vice President, Bank of New England (Connecticut Bank & Trust) (1981 –
1990); Registered Representative, Tucker Anthony and R.L. Day, Inc. (1979 – 1981); and Assistant
Analyst, The Travelers Insurance Company (1977 – 1979).

Elaine Richards. Ms. Richards has served as a Trustee since 2021 and has over 25 years of experience,
knowledge, and understanding of the mutual fund industry. Ms. Richards currently serves as a Senior
Vice President of U.S. Bank Global Fund Services and has extensive experience in the 1940 Act,

23
securities law in general and SEC compliance and regulatory matters. In addition, Ms. Richards has
extensive experience in the oversight of regulatory examinations and providing support and assistance to
mutual fund clients implementing new regulatory requirements. Prior to joining U.S. Bank Global Fund
Services, Ms. Richards was Vice President and senior counsel at Wells Fargo Funds Management.

Trust Committees

The Trust has two standing committees: the Governance and Nominating Committee and the Audit
Committee, which also serves as the Qualified Legal Compliance Committee (“QLCC”).

The Governance and Nominating Committee, comprised of all the Independent Trustees, is responsible
for making recommendations to the Board regarding various governance-related aspects of the Board’s
responsibilities and seeking and reviewing candidates for consideration as nominees for Trustees and
meets only as necessary. The Governance and Nominating Committee will consider nominees nominated
by shareholders. Recommendations by shareholders for consideration by the Governance and Nominating
Committee should be sent to the President of the Trust in writing together with the appropriate
biographical information concerning each such proposed nominee, and such recommendation must
comply with the notice provisions set forth in the Trust Bylaws. In general, to comply with such
procedures, such nominations, together with all required biographical information, must be delivered to
and received by the President of the Trust at the principal executive offices of the Trust no less than 120
days and no more than 150 days prior to the shareholder meeting at which any such nominee would be
voted on. During the Funds’ fiscal period ended September 30, 2023, the Governance and Nominating
Committee met once.

The Audit Committee is comprised of all of the Independent Trustees. The Audit Committee generally
meets on a quarterly basis with respect to the various series of the Trust, and may meet more frequently.
The function of the Audit Committee, with respect to each series of the Trust, is to review the scope and
results of the audit of such series’ financial statements and any matters bearing on the audit or the
financial statements, and to ensure the integrity of the series’ pricing and financial reporting. During the
Funds’ fiscal period ended September 30, 2023, the Audit Committee met once with respect to the Funds.

The function of the QLCC is to receive reports from an attorney retained by the Trust of evidence of a
material violation by the Trust or by any officer, director, employee or agent of the Trust.

Trustee Ownership of Fund Shares and Other Interests

No Trustee beneficially owned shares of a Fund as of December 31, 2023. Furthermore, neither the
Independent Trustees nor members of their immediate family, own securities beneficially or of record in
the Adviser, the Fund’s principal underwriter, or any of their affiliates as of the same date.

Compensation

The Independent Trustees each receive an annual retainer of $50,000. Prior to January 1, 2023, the
Independent Trustees received an annual retainer of $40,000. Independent Trustees may receive
additional fees from applicable portfolios for any special meetings at rates assessed by the Trustees
depending on the length of the meeting and whether in-person attendance is required. Independent
Trustees will also be reimbursed for expenses in connection with each Board meeting attended. These
reimbursements will be allocated among applicable portfolios of the Trust. Trustee compensation
disclosed in the table does not include these reimbursements. The Trust has no pension or retirement plan.

24
Pursuant to the Advisory Agreement (as defined below), the Adviser has agreed to pay all expenses of
each Fund, except those specified in the Prospectus. As a result, Independent Trustees are compensated
out of the unified management fee paid to the Adviser by the Funds. The Trust does not pay any fees to,
or reimburse expenses of, the Interested Trustee.

Set forth below is the compensation received by the following Independent Trustees for the fiscal year
ending September 30, 2023:
Pension or
Retirement Total Compensation
Aggregate Benefits Accrued Estimated Annual from Funds and
Name of Person/ Compensation From as Part of Fund Benefits Upon Trust(2) Paid to
Position the Funds(1) Expenses Retirement Trustees
Koji Felton, $2,860 None None $25,000
Independent Trustee
Debra McGinty
Poteet, Independent $2,860 None None $25,000
Trustee
Daniel Willey, $2,860 None None $25,000
Independent Trustee
(1)
Trustees’ fees and expenses are allocated among the Funds and all other series comprising the Trust.
(2)
For the fiscal period ending September 30, 2023, the Trust was comprised of 19 portfolios (including the Funds which are
each managed by the Adviser) managed by unaffiliated investment advisers. For the period ended September 30, 2023,
aggregate Independent Trustees’ compensation amounted to $75,000.

Codes of Ethics

The Trust, the Adviser and the distributor have each adopted a separate code of ethics pursuant to
Rule 17j-1 of the 1940 Act. These codes of ethics permit, subject to certain conditions, personnel of the
Adviser and distributor to invest in securities that may be purchased or held by the Fund.

PROXY VOTING POLICIES AND PROCEDURES

The Board has adopted Proxy Voting Policies and Procedures (the “Trust Proxy Policies”) on behalf of
the Trust which delegate the responsibility for voting proxies to the Adviser or its designee, subject to the
Board’s continuing oversight. The Trust’s Proxy Policies require that the Adviser or its designee vote
proxies received in a manner consistent with the best interests of the Funds and their respective
shareholders. The Trust Proxy Policies also require the Adviser to present to the Board, at least annually,
the Adviser’s proxy policies and a record of each proxy voted by the Adviser on behalf of the Funds,
including a report on the resolution of all proxies identified by the Adviser as involving a conflict of
interest.

The Adviser has adopted proxy policies, which may be amended from time to time. In voting proxies, the
Adviser is guided by fiduciary principles. All proxies are to be voted solely in the best interests of the
beneficial owners of the securities. A copy of the Adviser’s proxy voting policies and procedures is
attached to this SAI as Appendix A.

The Trust is required to file a Form N-PX, with the Funds’ complete proxy voting record for the
12 months ended June 30, no later than August 31 of each year. Form N-PX for the Funds is available
without charge, upon request, by calling toll-free 1-800-617-0004 and on the SEC’s website at
www.sec.gov.

25
CONTROL PERSONS, PRINCIPAL SHAREHOLDERS AND MANAGEMENT OWNERSHIP

A principal shareholder is any person who owns of record or is known by the Trust to own beneficially
5% or more of any class of the outstanding shares of any class of a Fund. A control person is any person
who owns beneficially or through controlled companies more than 25% of the voting securities of a Fund
or acknowledges the existence of control.

As of December 31, 2023, the following shareholders owned 5% or more of the outstanding shares of a
Fund:

Unusual Whales Subversive Democratic Trading ETF

Name and Address % Ownership Type of Ownership
Charles Schwab & Co., Inc.
211 Main Street 32% Record
San Francisco, CA 94105-1905
National Financial Services LLC
200 Liberty Street 26% Record
New York, NY 10281
RobinHood Securities, LLC
500 Colonial Center Parkway, Suite 100 12% Record
Lake Mary, FL 32746
Morgan Stanley Smith Barney, LLC
Harborside Financial Center Plaza, 23rd Floor 9% Record
Jersey City NJ 07311

Unusual Whales Subversive Republican Trading ETF

Name and Address % Ownership Type of Ownership
Charles Schwab & Co., Inc.
211 Main Street 27% Record
San Francisco, CA 94105-1905
National Financial Services LLC
200 Liberty Street 20% Record
New York, NY 10281
Morgan Stanley Smith Barney, LLC
Harborside Financial Center Plaza, 23rd Floor 14% Record
Jersey City NJ 07311
RobinHood Securities, LLC
500 Colonial Center Parkway, Suite 100 13% Record
Lake Mary, FL 32746
Bank of America
Four World Financial Center 9% Record
250 Vesey Street
New York, NY 10281

As of December 31, 2023, the Trustees and officers of the Trust as a group did not own more than 1% of
the outstanding shares of a Fund.

THE FUND’S INVESTMENT ADVISER AND SUB-ADVISER

As stated in the Prospectus, investment advisory services are provided to the Funds by Subversive Capital
Advisor LLC, pursuant to an Investment Advisory Agreement (the “Advisory Agreement”). Mr. Michael
Auerbach is a control person of the Adviser by virtue of his 100% ownership of the Adviser.

26
As compensation, each Fund will pay the Adviser a monthly unified management fee (accrued daily)
based upon the average daily net assets of the Fund at the annual rate of 0.75% of the Fund’s average
daily net assets.

Under the Investment Advisory Agreement, the Adviser has agreed to pay all expenses of each Fund
except for the fee paid to the Adviser pursuant to the Investment Advisory Agreement, interest charges on
any borrowings, taxes, brokerage commissions and other expenses incurred in placing orders for the
purchase and sale of securities and other investment instruments, acquired fund fees and expenses,
accrued deferred tax liability, extraordinary expenses, and distribution fees and expenses paid by the Fund
under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act, and the unified
management fee payable to the Adviser.

The Advisory Agreement continues in effect for an initial two year period, and from year to year
thereafter only if such continuance is specifically approved at least annually by the Board or by vote of a
majority of each Fund’s outstanding voting securities and by a majority of the Independent Trustees, who
are not parties to the Advisory Agreement or interested persons of any such party, in each case cast in
person at a meeting called for the purpose of voting on the Advisory Agreement. The Advisory
Agreement is terminable without penalty by the Trust on behalf of a Fund on not more than 60 days’, nor
less than 30 days’, written notice to the Adviser when authorized either by a majority vote of the Fund’s
shareholders or by a vote of a majority of the Trustees, or by the Adviser on not more than 60 days’
written notice to the Trust, and will automatically terminate in the event of its “assignment” (as defined in
the 1940 Act). The Advisory Agreement provides that the Adviser shall not be liable under such
agreement for any error of judgment or mistake of law or for any loss arising out of any investment or for
any act or omission in the execution of portfolio transactions for the Funds, except for willful
misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless
disregard of its obligations and duties thereunder.

The Funds’ unified management fees paid for the most recent fiscal period ended September 30 were as
follows:

Fund 2023(1)
Unusual Whales Subversive Democratic Trading ETF $36,463
Unusual Whales Subversive Republican Trading ETF $22,727
(1) For the period February 6, 2023 ( inception date for the Funds) to September 30, 2023.

Multi-Manager Arrangement

Section 15(a) of the 1940 Act requires that all contracts pursuant to which persons serve as investment
advisers to investment companies be approved by shareholders. This requirement also applies to the
appointment of sub-advisers to the Fund. In the future, the Trust, on behalf of the Funds, and the Adviser
may apply for exemptive relief from the SEC pursuant to which the Adviser would operate each Fund
under a “multi-manager” structure (the “Order”). If granted by the SEC, the Order will permit the
Adviser, subject to the approval of the Board, to hire or replace sub-advisers for a Fund including sub-
advisers that are unaffiliated or affiliated with the Adviser, and modify any existing or future agreement
with such sub-advisers without obtaining shareholder approval. The Funds would, however, inform
shareholders of the hiring of any new sub-adviser within 90 days after the hiring. Under the Order, the
Adviser would have the ultimate responsibility for overseeing the Funds’ sub-advisers and would

27
recommend to the Board the hiring, termination and replacement of sub-advisers for a Fund. If the Order
is granted, it will also provide relief from certain disclosure obligations with regard to sub-advisory fees.
With this relief, the Funds may elect to disclose the aggregate fees payable to the Adviser and wholly-
owned subadvisers and the aggregate fees payable to unaffiliated sub-advisers and sub-advisers affiliated
with Adviser or its parent company, other than wholly-owned sub-advisers. The Funds may also rely on
any other current or future laws, rules or regulatory guidance from the SEC or its staff applicable to the
“multi-manager” structure. The sole initial shareholder of each Fund has approved the operation of the
Funds under a “multi-manager” structure with respect to any affiliated or unaffiliated sub-adviser,
including in the manner that is permitted by the Order.

The Order, if granted, will provide the Adviser with greater efficiency in managing the Funds without
incurring the expenses and delays associated with obtaining shareholder approvals for matters relating to
sub-advisers or sub-advisory agreements. Operation of the Funds under the Order will not permit
management fees paid by the Funds to the Adviser to be increased without shareholder approval. If the
Trust, on behalf of the Funds, and the Adviser apply for the Order in the future, there is no assurance the
Order will be granted by the SEC. The Adviser and its affiliates may have other relationships, including
significant financial relationships, with current or potential sub-advisers or their affiliates, which may
create a conflict of interest. However, in making recommendations to the Board to appoint or to change a
sub-adviser, or to change the terms of a sub-advisory agreement, the Adviser considers the sub-adviser’s
investment process, risk management, and historical performance with the goal of retaining sub-advisers
for the Funds that the Adviser believes are skilled and can deliver appropriate risk-adjusted returns over
the course of time.

The Adviser does not consider any other relationship it or its affiliates may have with a sub-adviser or its
affiliates, and the Adviser discloses to the Board the nature of any material relationships it has with a sub-
adviser or its affiliates when making recommendations to the Board to appoint or to change a sub-adviser,
or to change the terms of a sub-advisory agreement.

Sub-Adviser

Tidal Investments LLC (“Tidal” or the “Sub-Adviser”), a Delaware limited liability company located at
898 N. Broadway, Suite 2, Massapequa, New York 11758, serves as the sub-adviser to the Funds.
Pursuant to a Sub-Advisory Agreement between the Adviser and the Sub-Adviser (the “Sub-Advisory
Agreement”), the Sub-Adviser is responsible for trading portfolio securities on behalf of the Funds,
including selecting broker-dealers to execute purchase and sale transactions as instructed by the Adviser
or in connection with any rebalancing or reconstitution of each Fund’s respective Index, subject to the
supervision of the Adviser and the Board.

For its services, the Sub-Adviser is entitled to a fee by the Adviser, which fee is calculated daily and paid
monthly, at an annual rate based on the accumulative average daily net assets of each Fund, and subject to
a minimum annual fee as follows:

Fund Name Sub-Advisory Fee Minimum Fee

Unusual Whales Subversive Democratic Trading ETF 4.00 bps $20,000
Unusual Whales Subversive Republican Trading ETF 4.00 bps $20,000

28
Portfolio Managers

Mr. Michael Auerbach and Mr. Christian H. Cooper, CFA, FRM serve as the Portfolio Managers for each
Fund and are primarily responsible for the day-to-day management of the Funds. Information regarding
other accounts managed by Mr. Auerbach and Mr. Cooper, as of September 30, 2023 is set forth below.

Michael Auerbach
Number of
Accounts for which Assets in Accounts
Advisory Fee is for which Advisory
Category of Total Number of Total Assets in Based on Fee is Based on
Account Accounts Managed Accounts Managed Performance Performance
Other Registered
Investment 3 $2 million 0 $0
Companies
Other Pooled 0 $0 0 $0
Investment Vehicles
Other Accounts 0 $0 0 $0

Christian H. Cooper, CFA, FRM

Number of
Accounts for which Assets in Accounts
Advisory Fee is for which Advisory
Category of Total Number of Total Assets in Based on Fee is Based on
Account Accounts Managed Accounts Managed Performance Performance
Other Registered
Investment 3 $2 million 0 $0
Companies
Other Pooled 0 $0 0 $0
Investment Vehicles
Other Accounts 0 $0 0 $0

Compensation

The Adviser’s Portfolio Managers receive a fixed salary with the potential for bonuses tied to
performance, which may include the performance of the Funds. In addition, as the 100% owner of the
Adviser, Mr. Auerbach’s compensation is also tied to the overall performance of the Adviser.

Conflicts of Interest

Subversive Capital Advisor LLC

Material conflicts of interest that may arise in connection with the portfolio managers’ management of the
Fund’s investments and investments of other accounts managed by the portfolio managers include
conflicts associated with the allocation of investment opportunities between the Fund and other accounts
managed. The Adviser maintains investment, trade allocation, and account valuation (including fair
valuation) policies and procedures to address and mitigate such conflicts of interest.

Additional information about potential conflicts of interest is set forth in Part 2A of the Adviser’s Form
ADV, which is available on the SEC’s website (adviserinfo.sec.gov).

29
Ownership of Shares of the Funds

The following tables set forth the dollar range of securities of each Fund beneficially owned by the
portfolio managers as of September 30, 2023.

Dollar Range of Shares

Beneficially Owned (None,
$1-$10,000; $10,001-$50,000;
$50,001-$100,000; $100,001 -
Portfolio $500,000; $500,001-$1,000,000;
Manager Fund Over $1,000,000)
Christian Cooper Unusual Whales Subversive Democratic None
Unusual Whales Subversive Republican None
Michael Auerbach Unusual Whales Subversive Democratic None
Unusual Whales Subversive Republican None

SERVICE PROVIDERS

Administrator, Transfer Agent and Fund Accountant

Pursuant to an administration agreement (the “Administration Agreement”), U.S. Bancorp Fund Services,
LLC, doing business as U.S. Bank Global Fund Services (“Fund Services”) and is located at 615 East
Michigan Street, Milwaukee, Wisconsin 53202, acts as the Administrator to the Funds. Fund Services
provides certain services to the Funds including, among other responsibilities, coordinating the
negotiation of contracts and fees with, and the monitoring of performance and billing of, the Funds’
independent contractors and agents; preparation for signature by an officer of the Trust of all documents
required to be filed for compliance by the Trust and the Funds with applicable laws and regulations,
excluding those of the securities laws of various states; arranging for the computation of performance
data, including NAV and yield; responding to shareholder inquiries; and arranging for the maintenance of
books and records of the Funds, and providing, at its own expense, office facilities, equipment and
personnel necessary to carry out its duties. In this capacity, Fund Services does not have any
responsibility or authority for the management of the Funds, the determination of investment policy, or
for any matter pertaining to the distribution of each Fund’s shares.

Pursuant to the Administration Agreement, as compensation for its services, Fund Services receives from
the Funds, a fee based on the Funds’ current average daily net assets, subject to a minimum annual fee.
Fund Services also is entitled to certain out-of-pocket expenses. Fund Services also acts as fund
accountant, transfer agent and dividend disbursing agent under separate agreements.

The Funds’ Administration fees for the most recent fiscal period ended September 30, which are paid by
the Adviser, were as follows:

Fund 2023(1)
Unusual Whales Subversive Democratic Trading ETF $43,089
Unusual Whales Subversive Republican Trading ETF $53,854
(1) For the period February 6, 2023 ( inception date for the Funds) to September 30, 2023.

30
Custodian

U.S. Bank National Association is the custodian of the assets of the Funds (the “Custodian”) pursuant to a
custody agreement between the Custodian and the Trust. For its services, the Custodian receives a
monthly fee based on a percentage of a Fund’s assets, in addition to certain transaction based fees, and is
reimbursed for out of pocket expenses. The Custodian’s address is 1555 N. Rivercenter Drive, Suite 302,
Milwaukee, Wisconsin 53212. The Custodian does not participate in decisions relating to the purchase
and sale of securities by the Funds. Fund Services, the Custodian, and the Funds’ principal underwriter
are affiliated entities under the common control of U.S. Bancorp. The Custodian and its affiliates may
participate in revenue sharing arrangements with the service providers of mutual funds in which the
Funds may invest.

Independent Registered Public Accounting Firm and Legal Counsel

Cohen & Company, Ltd., 342 North Water Street, Suite 830, Milwaukee, WI 53202, is the independent
registered public accounting firm for the Funds and performs an annual audit of the Fund’s financial
statements.

Goodwin Procter LLP, 1900 N Street, NW, Washington, DC 20036, serves as legal counsel to the Trust
and to the independent trustees.

EXECUTION OF PORTFOLIO TRANSACTIONS

Pursuant to the Advisory Agreement, the Adviser determines which securities are to be purchased and
sold by the Funds and which broker-dealers are eligible to execute each Fund’s portfolio transactions.
Purchases and sales of securities on an exchange are affected through brokers that charge a commission
while purchases and sales of securities in the over-the-counter market will generally be executed directly
with the primary “market-maker” unless, in the opinion of the Adviser, a better price and execution can
otherwise be obtained by using a broker for the transaction. Purchases and sales of portfolio securities that
are fixed income securities (for instance, money market instruments and bonds, notes and bills) usually
are principal transactions. In a principal transaction, the party from whom the Fund purchases or to whom
the Fund sells is acting on its own behalf (and not as the agent of some other party, such as its customers).
These securities normally are purchased directly from the issuer or from an underwriter or market maker
for the securities. The price of securities purchased from underwriters includes a disclosed fixed
commission or concession paid by the issuer to the underwriter, and prices of securities purchased from
dealers serving as market makers reflects the spread between the bid and asked price. The price of over-
the-counter securities usually includes an undisclosed commission or markup.

In selecting brokers or counterparties for the Funds, the Adviser will use its best judgment to choose the
brokers most likely to provide “best execution.” Brokers are selected on the basis of an evaluation by the
Adviser of the overall value and quality of the brokerage services provide by such firms to clients of the
Adviser, including the Funds. Such service and characteristics may include, but are not limited to:
commission rates charged by the broker and the ability to minimize overall costs to the Adviser’s clients;
possible adverse market impact of the order and/or the Adviser’s opinion of which broker is best able to
handle the order to minimize adverse market impact; execution capability and expertise; responsiveness;
trading infrastructure; and ability to accommodate any special execution orders or handling requirements.
The Adviser’s choice of brokers and best execution is subject to periodic, ongoing review by the Adviser.

31
In selecting brokers, the Adviser does not have an obligation to seek the lowest available cost, but rather
may consider all relevant factors, including those noted above. As a result, the Adviser may pay
transaction costs that would be higher than the Adviser may be able to obtain through another broker.

Section 28(e) of the Securities Exchange Act of 1934, as amended, is a “safe harbor” that permits an
investment manager to use commissions or “soft dollars” to obtain research and brokerage services that
provide lawful and appropriate assistance in the investment decision-making process. The Adviser will
limit the use of “soft dollars” to obtain research and brokerage services to services which constitute
research and brokerage within the meaning of Section 28(e). Research services within Section 28(e) may
include, but are not limited to, research reports (including market research); certain financial newsletters
and trade journals; software providing analysis of securities portfolios; corporate governance research and
rating services; attendance at certain seminars and conferences; discussions with research analysts;
meetings with corporate executives; consultants’ advice on portfolio strategy; data services (including
services providing market data, company financial data and economic data); advice from brokers on order
execution; and certain proxy services. Brokerage services within Section 28(e) may include, but are not
limited to, services related to the execution, clearing and settlement of securities transactions and
functions incidental thereto (i.e., connectivity services between an investment manager and a broker-
dealer and other relevant parties such as custodians); trading software operated by a broker-dealer to route
orders; software that provides trade analytics and trading strategies; software used to transmit orders;
clearance and settlement in connection with a trade; electronic communication of allocation instructions;
routing settlement instructions; post trade matching of trade information; and services required by the
SEC or a self-regulatory organization such as comparison services, electronic confirms or trade
affirmations.

For the fiscal period ended September 30, the Funds paid the following in aggregate brokerage
commissions:

Fund 2023(1)
Unusual Whales Subversive Democratic Trading ETF $847
Unusual Whales Subversive Republican Trading ETF $1,203
(1) For the period February 6, 2023 ( inception date for the Funds) to September 30, 2023.

As of September 30, 2023, the Funds did not own any securities issued by any of its regular broker-
dealers.

BOOK ENTRY ONLY SYSTEM

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

DTC is a limited-purpose trust company that was created to hold securities of its participants (the “DTC
Participants”) and to facilitate the clearance and settlement of securities transactions among the DTC
Participants in such securities through electronic book-entry changes in accounts of the DTC Participants,
thereby eliminating the need for physical movement of securities certificates. DTC Participants include
securities brokers and dealers, banks, trust companies, clearing corporations and certain other
organizations, some of whom (and/or their representatives) own DTC. More specifically, DTC is owned

32
by a number of its DTC Participants and by the New York Stock Exchange ("NYSE") and FINRA.
Access to the DTC system is also available to others such as banks, brokers, dealers, and trust companies
that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly
(the “Indirect Participants”).

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

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

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

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

DTC may determine to discontinue providing its service with respect to the Funds at any time by giving
reasonable notice to the Funds and discharging its responsibilities with respect thereto under applicable
law. Under such circumstances, the Fund shall take action either to find a replacement for DTC to
perform its functions at a comparable cost or, if such replacement is unavailable, to issue and deliver

33
printed certificates representing ownership of shares of each Fund, unless the Trust makes other
arrangements with respect thereto satisfactory to the Exchange.

PURCHASE AND REDEMPTION OF SHARES IN CREATION UNITS

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

Fund Deposit. The consideration for purchase of a Creation Unit of a Fund generally consists of the in-
kind deposit of a designated portfolio of securities (the “Deposit Securities”) per each Creation Unit and
the Cash Component (defined below), computed as described below. Notwithstanding the foregoing, the
Trust reserves the right to permit or require the substitution of a “cash in lieu” amount (“Deposit Cash”)
to be added to the Cash Component to replace any Deposit Security. When accepting purchases of
Creation Units for all or a portion of Deposit Cash, the Funds may incur additional costs associated with
the acquisition of Deposit Securities that would otherwise be provided by an in-kind purchaser.

Together, the Deposit Securities or Deposit Cash, as applicable, and the Cash Component constitute the
“Fund Deposit,” which represents the minimum initial and subsequent investment amount for a Creation
Unit of the Funds. The “Cash Component” is an amount equal to the difference between the NAV of
Shares (per Creation Unit) and the value of the Deposit Securities or Deposit Cash, as applicable. If the
Cash Component is a positive number (i.e., the NAV per Creation Unit exceeds the value of the Deposit
Securities or Deposit Cash, as applicable), the Cash Component shall be such positive amount. If the Cash
Component is a negative number (i.e., the NAV per Creation Unit is less than the value of the Deposit
Securities or Deposit Cash, as applicable), the Cash Component shall be such negative amount and the
creator will be entitled to receive cash in an amount equal to the Cash Component. The Cash Component
serves the function of compensating for any differences between the NAV per Creation Unit and the value
of the Deposit Securities or Deposit Cash, as applicable. Computation of the Cash Component excludes
any stamp duty or other similar fees and expenses payable upon transfer of beneficial ownership of the
Deposit Securities, if applicable, which shall be the sole responsibility of the Authorized Participant (as
defined below).

Each Fund, through NSCC, makes available on each Business Day, prior to the opening of business on
the Exchange (currently 9:30 a.m., Eastern time), the list of the names and the required number of shares
of each Deposit Security or the required amount of Deposit Cash, as applicable, to be included in the
current Fund Deposit (based on information at the end of the previous Business Day) for the Funds. Such
Fund Deposit is subject to any applicable adjustments as described below, to effect purchases of Creation
Units of each Fund until such time as the next-announced composition of the Deposit Securities or the
required amount of Deposit Cash, as applicable, is made available.

The identity and number of Shares of the Deposit Securities or the amount of Deposit Cash, as applicable,
required for a Fund Deposit for the Funds changes as adjustments and corporate action events are
reflected from time to time by the Adviser with a view to the investment objective of the Funds.

34
The Trust reserves the right to permit or require the substitution of Deposit Cash to replace any Deposit
Security, which shall be added to the Cash Component, including, without limitation, in situations where
the Deposit Security: (i) may not be available in sufficient quantity for delivery; (ii) may not be eligible
for transfer through the systems of DTC for corporate securities and municipal securities; (iii) may not be
eligible for trading by an Authorized Participant (as defined below) or the investor for which it is acting;
(iv) would be restricted under the securities laws or where the delivery of the Deposit Security to the
Authorized Participant would result in the disposition of the Deposit Security by the Authorized
Participant becoming restricted under the securities laws; or (v) in certain other situations (collectively,
“custom orders”). The adjustments described above will reflect changes, known to the Adviser on the date
of announcement to be in effect by the time of delivery of the Fund Deposit, in the composition of the
Fund resulting from certain corporate actions.

Procedures for Purchase of Creation Units. To be eligible to place orders with the Transfer Agent to
purchase a Creation Unit of a Fund, an entity must be (i) a “Participating Party” (i.e., a broker-dealer or
other participant in the clearing process through the Continuous Net Settlement System of the NSCC (the
“Clearing Process”)), a clearing agency that is registered with the SEC; or (ii) a DTC Participant (see
“Book Entry Only System”). In addition, each Participating Party or DTC Participant (each, an
“Authorized Participant”) must execute a Participant Agreement that has been agreed to by the
Distributor, and that has been accepted by the Transfer Agent, with respect to purchases and redemptions
of Creation Units. Each Authorized Participant will agree, pursuant to the terms of a Participant
Agreement, on behalf of itself or any investor on whose behalf it will act, to certain conditions, including
that it will pay to the Trust, an amount of cash sufficient to pay the Cash Component together with the
creation transaction fee (described below), if applicable, and any other applicable fees and taxes.

All orders to purchase Shares directly from the Funds must be placed for one or more Creation Units and
in the manner and by the time set forth in the Participant Agreement and/or applicable order form. The
order cut-off time for the Funds for orders to purchase Creation Units is expected 4:00 p.m. Eastern time,
which time may be modified by a Fund from time-to-time by amendment to the Participant Agreement
and/or applicable order form. The date on which an order to purchase Creation Units (or an order to
redeem Creation Units, as set forth below) is received and accepted is referred to as the “Order Placement
Date.”

An Authorized Participant may require an investor to make certain representations or enter into
agreements with respect to the order (e.g., to provide for payments of cash, when required). Investors
should be aware that their particular broker may not have executed a Participant Agreement and that,
therefore, orders to purchase Shares directly from a Fund in Creation Units have to be placed by the
investor’s broker through an Authorized Participant that has executed a Participant Agreement. In such
cases there may be additional charges to such investor. At any given time, there may be only a limited
number of broker-dealers that have executed a Participant Agreement and only a small number of such
Authorized Participants may have international capabilities.

On days when the Exchange closes earlier than normal, each Fund may require orders to create Creation
Units to be placed earlier in the day. In addition, if a market or markets on which the Fund’s investments
are primarily traded is closed, each Fund will also generally not accept orders on such day(s). Orders must
be transmitted by an Authorized Participant by telephone or other transmission method acceptable to the
Transfer Agent pursuant to procedures set forth in the Participant Agreement and in accordance with the
applicable order form. On behalf of the Funds, the Transfer Agent will notify the Custodian of such order.
The Custodian will then provide such information to the appropriate local sub-custodian(s). Those placing
orders through an Authorized Participant should allow sufficient time to permit proper submission of the

35
purchase order to the Transfer Agent by the cut-off time on such Business Day. Economic or market
disruptions or changes, or telephone or other communication failure may impede the ability to reach the
Transfer Agent or an Authorized Participant.

Fund Deposits must be delivered by an Authorized Participant through the Federal Reserve System (for
cash) or through DTC (for corporate securities), through a subcustody agent (for foreign securities), and/
or through such other arrangements allowed by the Trust or its agents. With respect to foreign Deposit
Securities, the Custodian shall cause the subcustodian of the Funds to maintain an account into which the
Authorized Participant shall deliver, on behalf of itself or the party on whose behalf it is acting, such
Deposit Securities (or Deposit Cash for all or a part of such securities, as permitted or required), with any
appropriate adjustments as advised by the Trust. Foreign Deposit Securities must be delivered to an
account maintained at the applicable local subcustodian. The Fund Deposit transfer must be ordered by
the Authorized Participant in a timely fashion so as to ensure the delivery of the requisite number of
Deposit Securities or Deposit Cash, as applicable, to the account of the Funds or their agents by no later
than 12:00 p.m. Eastern time (or such other time as specified by the Trust) on the Settlement Date. If the
Funds or their agents do not receive all of the Deposit Securities, or the required Deposit Cash in lieu
thereof, by such time, then the order may be deemed rejected and the Authorized Participant shall be
liable to a Fund for losses, if any, resulting therefrom. The “Settlement Date” for the Funds is generally
the second Business Day after the Order Placement Date. All questions as to the number of Deposit
Securities or Deposit Cash to be delivered, as applicable, and the validity, form and eligibility (including
time of receipt) for the deposit of any tendered securities or cash, as applicable, will be determined by the
Trust, whose determination shall be final and binding. The amount of cash represented by the Cash
Component must be transferred directly to the Custodian through the Federal Reserve Bank wire transfer
system in a timely manner so as to be received by the Custodian no later than the Settlement Date. If the
Cash Component and the Deposit Securities or Deposit Cash, as applicable, are not received by the
Custodian in a timely manner by the Settlement Date, the creation order may be cancelled. Upon written
notice to the Transfer Agent, such canceled order may be resubmitted the following Business Day using a
Fund Deposit as newly constituted to reflect the then current NAV of the Fund.

The order shall be deemed to be received on the Business Day on which the order is placed provided that
the order is placed in proper form prior to the applicable cut-off time and the federal funds in the
appropriate amount are deposited with the Custodian on the Settlement Date. If the order is not placed in
proper form as required, or federal funds in the appropriate amount are not received on the Settlement
Date, then the order may be deemed to be rejected and the Authorized Participant shall be liable to the
Fund for losses, if any, resulting therefrom. A creation request is considered to be in “proper form” if all
procedures set forth in the Participant Agreement, order form and this SAI are properly followed.

Issuance of a Creation Unit. Except as provided in this SAI, Creation Units will not be issued until the
transfer of good title to the Trust of the Deposit Securities or payment of Deposit Cash, as applicable, and
the payment of the Cash Component have been completed. When the subcustodian has confirmed to the
Custodian that the required Deposit Securities (or the cash value thereof) have been delivered to the
account of the relevant subcustodian or subcustodians, the Transfer Agent and the Adviser shall be
notified of such delivery, and the Trust will issue and cause the delivery of the Creation Units. The
delivery of Creation Units so created generally will occur no later than the second Business Day
following the day on which the purchase order is deemed received by the Transfer Agent. The Authorized
Participant shall be liable to the Fund for losses, if any, resulting from unsettled orders.

Creation Units may be purchased in advance of receipt by the Trust of all or a portion of the applicable
Deposit Securities as described below. In these circumstances, the initial deposit will have a value greater

36
than the NAV of Shares on the date the order is placed in proper form since, in addition to available
Deposit Securities, cash must be deposited in an amount equal to the sum of (i) the Cash Component, plus
(ii) an additional amount of cash equal to a percentage of the value as set forth in the Participant
Agreement, of the undelivered Deposit Securities (the “Additional Cash Deposit”), which shall be
maintained in a separate non-interest bearing collateral account. The Authorized Participant must deposit
with the Custodian the Additional Cash Deposit, as applicable, by 12:00 p.m. Eastern time (or such other
time as specified by the Trust) on the Settlement Date. If a Fund or its agents do not receive the
Additional Cash Deposit in the appropriate amount, by such time, then the order may be deemed rejected
and the Authorized Participant shall be liable to the Fund for losses, if any, resulting therefrom. An
additional amount of cash shall be required to be deposited with the Trust, pending delivery of the
missing Deposit Securities to the extent necessary to maintain the Additional Cash Deposit with the Trust
in an amount at least equal to the applicable percentage, as set forth in the Participant Agreement, of the
daily market value of the missing Deposit Securities. The Participant Agreement will permit the Trust to
buy the missing Deposit Securities at any time. Authorized Participants will be liable to the Trust for the
costs incurred by the Trust in connection with any such purchases. These costs will be deemed to include
the amount by which the actual purchase price of the Deposit Securities exceeds the value of such Deposit
Securities on the day the purchase order was deemed received by the Transfer Agent plus the brokerage
and related transaction costs associated with such purchases. The Trust will return any unused portion of
the Additional Cash Deposit once all of the missing Deposit Securities have been properly received by the
Custodian or purchased by the Trust and deposited into the Trust. In addition, a transaction fee, as
described below under “Creation Transaction Fee,” may be charged. The delivery of Creation Units so
created generally will occur no later than the Settlement Date.

Acceptance of Orders of Creation Units. The Trust reserves the absolute right to reject an order for
Creation Units transmitted to it by the Transfer Agent with respect to the Fund including, without
limitation, if (a) the order is not in proper form; (b) the Deposit Securities or Deposit Cash, as applicable,
delivered by the Participant are not as disseminated through the facilities of the NSCC for that date by the
Custodian; (c) the investor(s), upon obtaining Shares ordered, would own 80% or more of the currently
outstanding Shares; (d) acceptance of the Deposit Securities would have certain adverse tax consequences
to the Funds; (e) the acceptance of the Fund Deposit would, in the opinion of counsel, be unlawful; (f) the
acceptance of the Fund Deposit would otherwise, in the discretion of the Trust or the Adviser, have an
adverse effect on the Trust or the rights of beneficial owners; (g) the acceptance or receipt of the order for
a Creation Unit would, in the opinion of counsel to the Trust, be unlawful; or (h) in the event that
circumstances outside the control of the Trust, the Custodian, the Transfer Agent and/or the Adviser make
it for all practical purposes not feasible to process orders for Creation Units.

Examples of such circumstances include acts of God or public service or utility problems such as fires,
floods, extreme weather conditions and power outages resulting in telephone, telecopy and computer
failures; market conditions or activities causing trading halts; systems failures involving computer or
other information systems affecting the Trust, the Distributor, the Custodian, a sub-custodian, the
Transfer Agent, DTC, NSCC, Federal Reserve System, or any other participant in the creation process,
and other extraordinary events. The Transfer Agent shall notify a prospective creator of a Creation Unit
and/or the Authorized Participant acting on behalf of the creator of a Creation Unit of its rejection of the
order of such person. The Trust, the Transfer Agent, the Custodian, any sub-custodian and the Distributor
are under no duty, however, to give notification of any defects or irregularities in the delivery of Fund
Deposits nor shall either of them incur any liability for the failure to give any such notification. The Trust,
the Transfer Agent, the Custodian and the Distributor shall not be liable for the rejection of any purchase
order for Creation Units.

37
All questions as to the number of Shares of each security in the Deposit Securities and the validity, form,
eligibility and acceptance for deposit of any securities to be delivered shall be determined by the Trust,
and the Trust’s determination shall be final and binding.

Creation Transaction Fee. A fixed purchase (i.e., creation) transaction fee, payable to the Funds’
custodian, may be imposed for the transfer and other transaction costs associated with the purchase of
Creation Units (“Creation Order Costs”). The standard fixed creation transaction fee for each Fund is
$500, regardless of the number of Creation Units created in the transaction. Each Fund may adjust the
standard fixed creation transaction fee from time to time. The fixed creation fee may be waived on certain
orders if the Fund’s custodian has determined to waive some or all of the Creation Order Costs associated
with the order or another party, such as the Adviser, has agreed to pay such fee.

In addition, a variable fee, payable to the Fund, of up to a maximum of 2% of the value of the Creation
Units subject to the transaction may be imposed for cash purchases, non-standard orders, or partial cash
purchases of Creation Units. The variable charge is primarily designed to cover additional costs (e.g.,
brokerage, taxes) involved with buying the securities with cash. Each Fund may determine to not charge a
variable fee on certain orders when the Adviser has determined that doing so is in the best interests of
Fund shareholders, e.g., for creation orders that facilitate the rebalance of the Fund’s portfolio in a more
tax efficient manner than could be achieved without such order.

Investors who use the services of a broker or other such intermediary may be charged a fee for such
services. Investors are responsible for the fixed costs of transferring the Fund Securities from the Trust to
their account or on their order.

Risks of Purchasing Creation Units. There are certain legal risks unique to investors purchasing
Creation Units directly from the Fund. Because Shares may be issued on an ongoing basis, a
“distribution” of Shares could be occurring at any time. Certain activities that a shareholder performs as a
dealer could, depending on the circumstances, result in the shareholder being deemed a participant in the
distribution in a manner that could render the shareholder a statutory underwriter and subject to the
prospectus delivery and liability provisions of the Securities Act. For example, a shareholder could be
deemed a statutory underwriter if it purchases Creation Units from the Fund, breaks them down into the
constituent shares, and sells those shares directly to customers, or if a shareholder chooses to couple the
creation of a supply of new Shares with an active selling effort involving solicitation of secondary-market
demand for Shares. Whether a person is an underwriter depends upon all of the facts and circumstances
pertaining to that person’s activities, and the examples mentioned here should not be considered a
complete description of all the activities that could cause you to be deemed an underwriter.

Dealers who are not “underwriters” but are participating in a distribution (as opposed to engaging in
ordinary secondary-market transactions), and thus dealing with Shares as part of an “unsold allotment”
within the meaning of Section 4(a)(3)(C) of the Securities Act, will be unable to take advantage of the
prospectus delivery exemption provided by Section 4(a)(3) of the Securities Act.

Redemption. Shares of the Funds may be redeemed only in Creation Units at their NAV next determined
after receipt of a redemption request in proper form by the Fund through the Transfer Agent and only on a
Business Day. EXCEPT UPON LIQUIDATION OF THE FUND, THE TRUST WILL NOT REDEEM
SHARES IN AMOUNTS LESS THAN CREATION UNITS. Investors must accumulate enough shares
of a Fund in the secondary market to constitute a Creation Unit to have such shares of a Fund redeemed
by the Trust. There can be no assurance, however, that there will be sufficient liquidity in the public
trading market at any time to permit assembly of a Creation Unit. Investors should expect to incur

38
brokerage and other costs in connection with assembling a sufficient number of shares of a Fund to
constitute a redeemable Creation Unit.

With respect to the Funds, the Custodian, through the NSCC, makes available prior to the opening of
business on the Exchange (currently 9:30 a.m., Eastern time) on each Business Day, the list of the names
and share quantities of each Fund’s portfolio securities that will be applicable (subject to possible
amendment or correction) to redemption requests received in proper form (as defined below) on that day
(“Fund Securities”). Fund Securities received on redemption may not be identical to Deposit Securities.

Redemption proceeds for a Creation Unit are paid either in-kind or in cash, or combination thereof, as
determined by the Trust. With respect to in-kind redemptions of a Fund, redemption proceeds for a
Creation Unit will consist of Fund Securities as announced by the Custodian on the Business Day of the
request for redemption received in proper form plus cash in an amount equal to the difference between the
NAV of shares of the Fund being redeemed, as next determined after a receipt of a request in proper form,
and the value of the Fund Securities (the “Cash Redemption Amount”), less a fixed redemption
transaction fee, as applicable, as set forth below. In the event that the Fund Securities have a value greater
than the NAV of shares of a Fund, a compensating cash payment equal to the differential is required to be
made by or through an Authorized Participant by the redeeming shareholder. Notwithstanding the
foregoing, at the Trust’s discretion, an Authorized Participant may receive the corresponding cash value
of the securities in lieu of the in-kind securities value representing one or more Fund Securities.

Redemption Transaction Fee. A fixed redemption transaction fee, payable to the Funds’ custodian, may
be imposed for the transfer and other transaction costs associated with the redemption of Creation Units
(“Redemption Order Costs”). The standard fixed redemption transaction fee for each Fund is $500,
regardless of the number of Creation Units redeemed in the transaction. Each Fund may adjust the
redemption transaction fee from time to time. The fixed redemption fee may be waived on certain orders
if the Funds’ custodian has determined to waive some or all of the Redemption Order Costs associated
with the order or another party, such as the Adviser, has agreed to pay such fee.

In addition, a variable fee, payable to the Funds, of up to a maximum of 2% of the value of the Creation
Units subject to the transaction may be imposed for cash redemptions, non-standard orders, or partial cash
redemptions (when cash redemptions are available) of Creation Units. The variable charge is primarily
designed to cover additional costs (e.g., brokerage, taxes) involved with selling portfolio securities to
satisfy a cash redemption. Each Fund may determine to not charge a variable fee on certain orders when
the Adviser has determined that doing so is in the best interests of Fund shareholders, e.g., for redemption
orders that facilitate the rebalance of the Fund’s portfolio in a more tax efficient manner than could be
achieved without such order.

Investors who use the services of a broker or other such intermediary may be charged a fee for such
services. Investors are responsible for the fixed costs of transferring the Fund Securities from the Trust to
their account or on their order.

Procedures for Redemption of Creation Units. Orders to redeem Creation Units must be submitted in
proper form to the Transfer Agent prior to 4:00 p.m. Eastern time. A redemption request is considered to
be in “proper form” if (i) an Authorized Participant has transferred or caused to be transferred to the
Trust’s Transfer Agent the Creation Unit(s) being redeemed through the book-entry system of DTC so as
to be effective by the time as set forth in the Participant Agreement and (ii) a request in form satisfactory
to the Trust is received by the Transfer Agent from the Authorized Participant on behalf of itself or
another redeeming investor within the time periods specified in the Participant Agreement. If the Transfer

39
Agent does not receive the investor’s shares through DTC’s facilities by the times and pursuant to the
other terms and conditions set forth in the Participant Agreement, the redemption request shall be
rejected.

The Authorized Participant must transmit the request for redemption, in the form required by the Trust, to
the Transfer Agent in accordance with procedures set forth in the Participant Agreement. Investors should
be aware that their particular broker may not have executed a Participant Agreement, and that, therefore,
requests to redeem Creation Units may have to be placed by the investor’s broker through an Authorized
Participant who has executed a Participant Agreement. Investors making a redemption request should be
aware that such request must be in the form specified by such Authorized Participant. Investors making a
request to redeem Creation Units should allow sufficient time to permit proper submission of the request
by an Authorized Participant and transfer of shares of the Fund to the Trust’s Transfer Agent; such
investors should allow for the additional time that may be required to effect redemptions through their
banks, brokers or other financial intermediaries if such intermediaries are not Authorized Participants.

Additional Redemption Procedures. In connection with taking delivery of Shares of Fund Securities
upon redemption of Creation Units, a redeeming shareholder or Authorized Participant acting on behalf of
such shareholder must maintain appropriate custody arrangements with a qualified broker-dealer, bank or
other custody providers in each jurisdiction in which any of the Fund Securities are customarily traded, to
which account such Fund Securities will be delivered. Deliveries of redemption proceeds generally will
be made within two business days of the trade date.

The Trust may in its discretion exercise its option to redeem such Shares in cash, and the redeeming
investor will be required to receive its redemption proceeds in cash. In addition, an investor may request a
redemption in cash that the Funds may, in its sole discretion, permit. In either case, the investor will
receive a cash payment equal to the NAV of its Shares based on the NAV of Shares next determined after
the redemption request is received in proper form (minus a redemption transaction fee, if applicable, and
additional charge for requested cash redemptions specified above, to offset the Trust’s brokerage and
other transaction costs associated with the disposition of Fund Securities). Each Fund may also, in its sole
discretion, upon request of a shareholder, provide such redeemer a portfolio of securities that differs from
the exact composition of the Fund Securities but does not differ in NAV.

Redemptions of Shares for Fund Securities will be subject to compliance with applicable federal and state
securities laws and the Fund (whether or not it otherwise permits cash redemptions) reserves the right to
redeem Creation Units for cash to the extent that the Trust could not lawfully deliver specific Fund
Securities upon redemptions or could not do so without first registering the Fund Securities under such
laws. An Authorized Participant or an investor for which it is acting subject to a legal restriction with
respect to a particular security included in the Fund Securities applicable to the redemption of Creation
Units may be paid an equivalent amount of cash. The Authorized Participant may request the redeeming
investor of Shares to complete an order form or to enter into agreements with respect to such matters as
compensating cash payment. Further, an Authorized Participant that is not a “qualified institutional
buyer,” (“QIB”), as such term is defined under Rule 144A of the Securities Act, will not be able to
receive Fund Securities that are restricted securities eligible for resale under Rule 144A. An Authorized
Participant may be required by the Trust to provide a written confirmation with respect to QIB status to
receive Fund Securities.

Because the portfolio securities of each Fund may trade on other exchanges on days that the Exchange is
closed or are otherwise not Business Days for a Fund, shareholders may not be able to redeem their

40
Shares, or to purchase or sell Shares on the Exchange, on days when the NAV of a Fund could be
significantly affected by events in the relevant foreign markets.

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

DETERMINATION OF SHARE PRICE

The NAV of shares of the Funds will be determined once daily ordinarily as of the scheduled close of
public trading on the NYSE (normally, 4:00 p.m., Eastern Time) on each day that the NYSE is open for
trading. It is expected that the NYSE will be closed on Saturdays and Sundays and on New Year’s Day,
Martin Luther King Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Juneteenth National Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas. The Funds do not expect to determine
the NAV of shares on any day when the NYSE is not open for trading even if there is sufficient trading in
its portfolio securities on such days to materially affect the NAV per share.

In valuing a Fund’s assets for calculating NAV, the Fund’s assets are generally valued at their market
price using valuations provided by independent pricing services. Readily marketable portfolio securities
listed on a national securities exchange are valued at the last sale price on the business day as of which
such value is being determined. If there has been no sale on such exchange on such day, the security is
valued at the mean between the bid and asked prices on such day. Securities primarily traded in the
Nasdaq National Market System (“Nasdaq”) for which market quotations are readily available shall be
valued using the Nasdaq Official Closing Price (“NOCP”). If the NOCP is not available, such securities
shall be valued at the last sale price on the day of valuation, or if there has been no sale on such day, at the
mean between the bid and asked prices. In the event such market quotations are not readily available, fair
value will be determined in good faith under procedures approved by the Board. All equity securities that
are not traded on an exchange are valued at the last sale price in the over-the-counter market.

Trading in most foreign securities markets located outside North America is normally completed well
before the close of the NYSE. In addition, securities trading on foreign markets may not take place on all
days on which the NYSE is open for trading, and may occur in certain foreign markets on days on which
the Fund’s NAV is not calculated. Events affecting the values of portfolio securities that occur between
the time their prices are determined and the close of the NYSE will not be reflected in the calculation of
NAV unless the Adviser deems that the particular event would affect NAV, in which case an adjustment
will be made in good faith under procedures approved by the Board. Assets or liabilities expressed in
foreign currencies are translated, in determining NAV, into U.S. dollars at the exchange rate of such
currencies against the U.S. dollar, as provided by a independent pricing service. All assets denominated in
foreign currencies will be converted into U.S. dollars using the applicable currency exchange rates as of
the close of the NYSE, generally 4:00 p.m. Eastern Time, or the London Stock Exchange, generally 4:30
p.m. London Time (“LSE Close”), as necessary based on the securities held by a Fund.

The Adviser has been designated by the Board as the valuation designee for the Funds pursuant to Rule
2a-5 under the 1940 Act. In its capacity as valuation designee, the Adviser performs the fair value
determinations relating to any or all Fund investments, subject to Board oversight. The Adviser has
established procedures for its fair valuation of the Fund’s investments. These procedures address, among
other things, determining when market quotations are not readily available or reliable and the

41
methodologies to be used for determining the fair value of investments, as well as the use and oversight of
third-party pricing services for fair valuation.

Fair value represents a good faith approximation of the value of a security. Fair value determinations
involve the consideration of a number of subjective factors, an analysis of applicable facts and
circumstances and the exercise of judgment. As a result, it is possible that the fair value for a security
determined in good faith in accordance with the Adviser’s fair value procedures may differ from
valuations for the same security determined by other funds using their own valuation procedures.
Although the Funds’ fair value procedures are designed to value a security at the price a Fund may
reasonably expect to receive upon its sale in an orderly transaction, there can be no assurance that any fair
value determination thereunder would, in fact, approximate the amount that the Funds would actually
realize upon the sale of the security or the price at which the security would trade if a reliable market
price were readily available. The Board reviews, no less frequently than annually, the adequacy of the
policies and procedures of the Fund and the effectiveness of their implementation.

DISTRIBUTIONS AND TAX INFORMATION

Distributions

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

General Policies

Dividends from net investment income, if any, are declared and paid at least annually by the Funds.
Distributions of remaining net realized capital gains, if any, generally are declared and paid once a year,
but the Funds may make distributions on a more frequent basis for the Funds to comply with the
distribution requirements of the Code, in all events in a manner consistent with the provisions of the 1940
Act.

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

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

Dividend Reinvestment Service

No dividend reinvestment service is provided by the Trust. Financial intermediaries may make the DTC
book-entry Dividend Reinvestment Service available for use by beneficial owners of Fund shares for
reinvestment of their dividend distributions. Beneficial owners should contact their financial intermediary
to determine the availability and costs of the service and the details of participation therein. Financial
intermediaries may require beneficial owners to adhere to specific procedures and timetables. If this
service is available and used, dividend distributions of both income and net realized capital gains will be
automatically reinvested in additional whole shares of a Fund purchased in the secondary market.

42
Tax Information

The following summary describes the material U.S. federal income tax consequences to United States
Holders (as defined below) of shares in a Fund. This summary is based upon the Code, Treasury
regulations promulgated thereunder, administrative pronouncements and judicial decisions, all as in effect
as of the date of this SAI and all of which are subject to change, possibly with retroactive effect. This
summary addresses only shares that are held as capital assets within the meaning of Section 1221 of the
Code and does not address all of the tax consequences that may be relevant to shareholders in light of
their particular circumstances or to certain types of Shareholders subject to special treatment under the
Code, including, without limitation, certain financial institutions, dealers in securities or commodities,
traders in securities who elect to apply a mark-to-market method of accounting, insurance companies, tax-
exempt organizations, partnerships or S-corporations (and persons who own their interest in shares
through a partnership or S-corporation), expatriates of the United States, persons who are subject to
alternative minimum tax, persons that have a “functional currency” other than the United States dollar,
persons who hold shares as a position in a “straddle” or as a part of a “hedging,” “conversion” or
“constructive sale” transaction for U.S. federal income tax purposes or persons who received their shares
as compensation. This summary also does not address the state, local or foreign tax consequences of an
investment in a Fund.

For purposes of this discussion, a “United States Holder” means a holder of shares that for U.S. federal
income tax purposes is:

• a citizen or resident of the United States;

• a corporation (or other entity treated as a corporation for U.S. federal income tax purposes)
created or organized in the United States or under the laws of the United States, any State or the
District of Columbia;
• an estate, the income of which is included in gross income for U.S. federal income tax purposes,
regardless of its source; or
• a trust whose administration is subject to the primary supervision of a United States court and
which has one or more United States persons who have the authority to control all of its
substantial decisions, or which has a valid election in effect under applicable Treasury regulations
to be treated as a United States person.

If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) holds shares,
the tax treatment of a partner will generally depend upon the status of such person and the activities of the
limited liability company or partnership. A shareholder that is a partnership should consult its own tax
advisors regarding the treatment of its partners.

Prospective shareholders are urged to consult with their own tax advisors and financial planners regarding
the U.S. federal income tax consequences of an investment in the Fund, the application of state, local, or
foreign laws, and the effect of any possible changes in applicable tax laws on their investment in the
Fund.

Tax Treatment of the Fund

Each series of the Trust is treated as a separate entity for U.S. federal income tax purposes. The Fund has
elected to qualify and intends to continue to qualify annually as a regulated investment company under
Subchapter M of the Code, requiring it to comply with all applicable requirements regarding its income,

43
assets and distributions. Provided that a Fund qualifies as a regulated investment company, it is eligible
for a dividends paid deduction, allowing it to offset dividends it pays to shareholders against its taxable
income; if the Fund fails to qualify as a regulated investment company under Subchapter M, it will be
taxed as a regular corporation.

The Funds’ policy is to distribute to its shareholders all of its taxable income, including any net realized
capital gains (taking into account any capital loss carry-forward of the Fund), each year in a manner that
complies with the distribution requirements applicable to regulated investment companies under the
Code, and results in the Fund not being subject to any U.S. federal income or excise taxes. In particular,
in order to avoid the non-deductible 4% excise tax, the Fund must also distribute (or be deemed to have
distributed) by December 31 of each calendar year (1) at least 98% of its ordinary income for such year,
(2) at least 98.2% of the excess of its realized capital gains over its realized capital losses for the 12-
month period ending on October 31 during such year and (3) any amounts from the prior calendar year
that were not distributed and on which the Fund paid no federal income tax. However, the Fund can give
no assurances that its distributions will be sufficient to eliminate all U.S. federal income taxes. The Fund
is not required to consider tax consequences in making or disposing of investments.

In order to qualify as a regulated investment company, a Fund must, among other things, derive at least
90% of its gross income each year from dividends, interest, payments with respect to securities loans,
gains from the sale or other disposition of stock or securities or foreign currencies, or other income
(including, but not limited to, gains from options, futures or forward contracts) derived with respect to the
business of investing in stock, securities or currencies, and net income derived from an interest in a
qualified publicly traded partnership. The Fund must also satisfy the following two asset diversification
tests. At the end of each quarter of each taxable year, (i) at least 50% of the value of the Fund’s total
assets must be represented by cash and cash items (including receivables), U.S. Government securities,
the securities of other regulated investment companies, and other securities, with such other securities
being limited in respect of any one issuer to an amount not greater than 5% of the value of the Fund’s
total assets and not more than 10% of the outstanding voting securities of such issuer, and (ii) not more
than 25% of the value of the Fund’s total assets may be invested in the securities of any one issuer (other
than U.S. Government securities or the securities of other regulated investment companies), the securities
of any two or more issuers (other than the securities of other regulated investment companies) that the
Fund controls (by owning 20% or more of their outstanding voting stock) and which are determined under
Treasury regulations to be engaged in the same or similar trades or businesses or related trades or
businesses, or the securities of one or more qualified publicly traded partnerships. The Fund must also
distribute each taxable year sufficient dividends to its shareholders to claim a dividends paid deduction
equal to at least the sum of 90% of the Fund’s investment company taxable income (as adjusted under
Section 852(b)(2) of the Code, but not taking into account the Fund’s dividends paid deduction; in the
case of the Fund generally consisting of interest and dividend income, less expenses)) and 90% of the
Fund’s net tax-exempt interest, if any.

The Fund’s ordinary income generally consists of interest and dividend income, less expenses. Net
realized capital gains for a fiscal period are computed by taking into account any capital loss carry-
forward of the Fund.

Distributions of net investment income and net short-term capital gains are taxable to shareholders as
ordinary income. For individual shareholders, a portion of the distributions paid by the Fund may be
qualified dividends currently eligible for federal income taxation at long-term capital gain rates to the
extent the Fund reports the amount distributed as a qualifying dividend and certain holding period
requirements are met. In the case of corporate shareholders, a portion of the distributions may qualify for

44
the inter-corporate dividends-received deduction to the extent the Fund reports the amount distributed as a
qualifying dividend and certain holding period requirements are met. The aggregate amount so reported to
either individual or corporate shareholders cannot, however, exceed the aggregate amount of qualifying
dividends received by the Fund for its taxable year. In view of the Fund’s investment policy, it is expected
that dividends from domestic corporations will be part of the Fund’s gross income and that, accordingly,
part of the distributions by the Fund may be eligible for treatment as qualified dividend income by
individual shareholders, or for the dividends-received deduction for corporate shareholders under federal
tax law. However, the portion of the Fund’s gross income attributable to qualifying dividends is largely
dependent on the Fund’s investment activities for a particular year and therefore cannot be predicted with
any certainty. The Qualified dividend treatment may be eliminated if the Fund shares held by an
individual investor are held for less than 61 days, and the corporate-dividends received deduction may be
eliminated if the Fund shares held by a corporate investor are treated as debt-financed or are held for less
than 46 days. Distributions will be taxable to you even if the share price of the Fund has declined.

The sale or exchange of Fund shares is a taxable transaction for federal income tax purposes. You will
generally recognize a gain or loss on such transactions equal to the difference, if any, between the amount
of your net sales proceeds and your adjusted tax basis in the Fund shares. Such gain or loss will be capital
gain or loss if you held your Fund shares as capital assets. Any capital gain or loss will be treated as long-
term capital gain or loss if you held the Fund shares for more than one year at the time of the sale or
exchange. Any capital loss arising from the sale or exchange of shares held for six months or less,
however, will be treated as long-term capital loss to the extent of the amount of net long-term capital gain
distributions with regard to these shares.

Tax Treatment of United States Holders – Taxation of Distributions

Distributions paid out of the Funds’ current and accumulated earnings and profits are generally dividends
taxable at ordinary income rates to each shareholder. Dividends will be taxable to you even if the share
price of the Fund has declined. Distributions in excess of the Fund’s current and accumulated earnings
and profits will first be treated as a nontaxable return of capital up to the amount of a shareholder’s tax
basis in its shares, and then as capital gain.

For individual shareholders, a portion of the dividends paid by each Fund may be qualified dividends
currently eligible for U.S. federal income taxation at long-term capital gain rates to the extent the Funds
report the amount distributed as a qualifying dividend and certain shareholder level holding period
requirements (discussed further below) are met. In the case of corporate shareholders, subject to certain
limitations (not all of which are discussed herein), a portion of the distributions may qualify for the inter-
corporate dividends-received deduction to the extent the Funds report the amount distributed as a
qualifying dividend and certain shareholder level holding period requirements (discussed further below)
are met. The aggregate amount so reported to either individual or corporate shareholders cannot exceed
the aggregate amount of qualifying dividends received by the Fund for its taxable year. Although no
assurances can be provided, a Fund generally expects that dividends from domestic corporations will be
part of the Fund’s gross income and that, accordingly, part of the distributions by the Fund may be
eligible for treatment as qualified dividend income by individual shareholders, or for the dividends-
received deduction for corporate shareholders. Qualified dividend treatment may be eliminated if the
Fund shares held by an individual investor are held for less than 61 days, and the corporate dividends-
received deduction may be eliminated if Fund shares held by a corporate investor are treated as debt-
financed or are held for less than 46 days.

45
Distributions properly reported by the Funds as capital gain dividends (Capital Gain Dividends) will be
taxable to shareholders as long-term capital gain (to the extent such distributions do not exceed the Funds’
actual net long-term capital gain for the taxable year), regardless of how long a shareholder has held Fund
shares, and do not qualify as dividends for purposes of the dividends received deduction or as qualified
dividend income. The Funds will report Capital Gain Dividends, if any, in written statements furnished to
its shareholders.

Tax Treatment of United States Holders - Sales and Dispositions of Shares

A sale, redemption, or exchange of shares may give rise to a gain or loss. In general, any gain or loss
realized upon a taxable disposition of shares will be treated as long-term capital gain or loss if shares have
been held for more than 12 months. Otherwise, the gain or loss on the taxable disposition of shares will
generally be treated as short-term capital gain or loss. Any loss realized upon a taxable disposition of
shares held for six months or less will be treated as long-term capital loss, rather than short-term capital
loss, to the extent of any amounts treated as distributions to the shareholder of long-term capital gain
(including any amounts credited to the shareholder as undistributed capital gains). All or a portion of any
loss realized upon a taxable disposition of shares may be disallowed if substantially identical shares are
acquired (through the reinvestment of dividends or otherwise) within a 61-day period beginning 30 days
before and ending 30 days after the disposition. In such a case, the basis of the newly acquired shares will
be adjusted to reflect the disallowed loss.

The cost basis of shares acquired by purchase will generally be based on the amount paid for shares and
then may be subsequently adjusted for other applicable transactions as required by the Code. The
difference between the selling price and the cost basis of shares generally determines the amount of the
capital gain or loss realized on the sale or exchange of shares. Contact the broker through whom you
purchased your shares to obtain information with respect to the available cost basis reporting methods and
elections for your account. An Authorized Participant who exchanges securities for Creation Units
generally will recognize a gain or a loss. The gain or loss will be equal to the difference between the
market value of the Creation Units at the time and the sum of the exchanger’s aggregate basis in the
securities surrendered plus the amount of cash paid for such Creation Units. The ability of Authorized
Participants to receive a full or partial cash redemption of Creation Units of the Funds may limit the tax
efficiency of the Funds. A person who redeems Creation Units will generally recognize a gain or loss
equal to the difference between the exchanger’s basis in the Creation Units and the sum of the aggregate
market value of any securities received plus the amount of any cash received for such Creation Units. The
Internal Revenue Service (the “IRS”), however, may assert that a loss realized upon an exchange of
securities for Creation Units cannot currently be deducted under the rules governing “wash sales” (for a
person who does not mark-to-market its portfolio) or on the basis that there has been no significant
change in economic position.

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

46
Authorized Participants purchasing or redeeming Creation Units should consult their own tax advisers
with respect to the tax treatment of any creation or redemption transaction and whether the wash sales
rule applies and when a loss may be deductible.

Taxation of Shareholders – Net Investment Income Tax

U.S. individuals with adjusted gross income (subject to certain adjustments) exceeding certain threshold
amounts ($250,000 if married filing jointly or if considered a “surviving spouse” for federal income tax
purposes, $125,000 if married filing separately, and $200,000 in other cases) are subject to a 3.8% tax on
all or a portion of their “net investment income,” which includes taxable interest, dividends, and certain
capital gains (generally including capital gain distributions and capital gains realized on the sale of
shares). This 3.8% tax also applies to all or a portion of the undistributed net investment income of certain
shareholders that are estates and trusts.

Tax Treatment of United States Holders - Medicare Tax

A 3.8% Medicare tax is currently imposed on net investment income earned by certain individuals, estates
and trusts. “Net investment income,” for these purposes, means investment income, including ordinary
and Capital Gain dividends and net gains from taxable dispositions of Fund shares, reduced by the
deductions properly allocable to such income. In the case of an individual, the tax will be imposed on the
lesser of (1) the shareholder’s net investment income or (2) the amount by which the shareholder’s
modified adjusted gross income exceeds $250,000 (if the shareholder is married and filing jointly or a
surviving spouse), $125,000 (if the shareholder is married and filing separately) or $200,000 (in any other
case). This Medicare tax, if applicable, is reported by you on, and paid with, your U.S. federal income tax
return.

Tax Treatment of Non-U.S. Shareholders

The foregoing discussion of U.S. federal income tax law relates solely to the application of that law to
U.S. citizens or residents and U.S. domestic corporations, partnerships, trusts and estates. Each
shareholder who is not a U.S. person should consider the U.S. and foreign tax consequences of ownership
of shares of the Funds, including the possibility that such a shareholder may be subject to a U.S.
withholding tax at a rate of 30% (or at a lower rate under an applicable income tax treaty) on amounts
constituting ordinary income.

Backup Withholding

Each Fund may be required to withhold 24% of certain payments to a shareholder unless the shareholder
has completed and submitted to the Fund a Form W-9 providing the shareholder’s taxpayer identification
number and certifying under penalties of perjury: (i) that such number is correct, (ii) that (A) the
shareholder is exempt from backup withholding, (B) the shareholder has not been notified by the IRS that
the shareholder is subject to backup withholding as a result of an under-reporting of interest or dividends,
or (C) the IRS has notified the shareholder that the shareholder is no longer subject to backup
withholding, and (iii) the shareholder is a U.S. citizen or other U.S. person (as defined in IRS Form W-9);
or (b) an exception applies under applicable law and Treasury regulations. Backup withholding is not an
additional tax, and any amounts withheld may be credited against a shareholder’s ultimate U.S. federal
income tax liability if proper documentation is provided. The Fund reserves the right to refuse to open an
account for any person failing to provide a certified taxpayer identification number.

47
FATCA and Similar Foreign Rules

The Foreign Account Tax Compliance Act, (“FATCA”) provisions of the Code impose a withholding tax
of 30% on certain types of U.S. sourced income (e.g., dividends, interest, and other types of passive
income) paid, and will be required to impose a 30% withholding tax on proceeds from the sale or other
disposition of property producing U.S. sourced income paid effective January 1, 2019 to (i) foreign
financial institutions (“FFIs”), including non-U.S. investment funds, unless they agree to collect and
disclose to the IRS information regarding their direct and indirect U.S. account holders and (ii) certain
nonfinancial foreign entities (“NFFEs”), unless they certify certain information regarding their direct and
indirect U.S. owners. FATCA withholding will apply to any shareholder that does not properly certify its
status as a U.S. person, or, in the case of a non-U.S. shareholder, the basis for its exemption from FATCA
withholding. If each Fund is required to withhold amounts from payments pursuant to FATCA, investors
will receive distributions that are reduced by such withholding amounts.

To implement FATCA, the U.S. government has entered into agreements with non-U.S. governments
(and is otherwise bound via automatic exchange of information agreements in treaties) to provide
reciprocal exchanges of taxpayer information to non-U.S. governments. Each Fund will be required to
perform due diligence reviews to classify non-U.S. entity investors for FATCA purposes. Shareholders
agree to provide information necessary to allow the Funds to comply with the FATCA and similar foreign
rules.

THE FUND’S PRINCIPAL UNDERWRITER AND DISTRIBUTOR

Quasar Distributors, LLC (“Quasar”) the Distributor, is located at 3 Canal Plaza, Suite 100, Portland,
Maine 04101. Quasar serves as the Funds’ principal underwriter and distributor in a continuous public
offering of the Funds’ shares. Pursuant to a distribution agreement between the Funds and Quasar (the
“Distribution Agreement”), Quasar acts as the Funds’ principal underwriter and distributor. Shares of the
Funds are continuously offered for sale by Quasar only in Creation Units. Quasar will not distribute
shares of the Funds in amounts less than a Creation Unit. Quasar will deliver prospectuses and, upon
request, Statements of Additional Information to persons purchasing Creation Units and will maintain
records of orders placed with it. Quasar will also provide certain administrative services pursuant to the
Distribution Agreement. Quasar is a registered broker-dealer under the Securities Exchange Act of 1934,
as amended, and is a member of FINRA.

The Distribution Agreement between the Funds and Quasar will continue in effect only if such
continuance is specifically approved at least annually by the Board or by vote of a majority of the Funds’
outstanding voting securities and, in either case, by a majority of the Independent Trustees. The
Distribution Agreement is terminable without penalty by the Trust on behalf of the Funds on a 60-day
written notice when authorized either by a majority vote of the Funds’ shareholders or by vote of a
majority of the Board, including a majority of the Independent Trustees, or by Quasar upon a 60-day
written notice, and will automatically terminate in the event of its “assignment” (as defined in the 1940
Act). The Distribution Agreement provides that in the absence of willful misfeasance, bad faith or gross
negligence on the part of the Distributor, or reckless disregard by it of its obligations thereunder, the
Distributor shall not be liable for any action or failure to act in accordance with its duties thereunder.

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

48
Intermediary Compensation. The Adviser or its affiliates, out of their own resources and not out of
Fund assets (i.e., without additional cost to the Fund or its shareholders), may pay certain broker dealers,
banks and other financial intermediaries (“Intermediaries”) for certain activities related to the Funds,
including participation in activities that are designed to make Intermediaries more knowledgeable about
exchange traded products, including the Funds, or for other activities, such as marketing and educational
training or support. These arrangements are not financed by the Funds and, thus, do not result in increased
Fund expenses. They are not reflected in the fees and expenses listed in the fees and expenses sections of
the Funds’ Prospectus and they do not change the price paid by investors for the purchase of shares of a
Fund or the amount received by a shareholder as proceeds from the redemption of shares. Such
compensation may be paid to Intermediaries that provide services to the Funds, including marketing and
education support (such as through conferences, webinars and printed communications). The Adviser
periodically assess the advisability of continuing to make these payments. Payments to an Intermediary
may be significant to the Intermediary, and amounts that Intermediaries pay to your adviser, broker or
other investment professional, if any, may also be significant to such adviser, broker or investment
professional. Because an Intermediary may make decisions about what investment options it will make
available or recommend, and what services to provide in connection with various products, based on
payments it receives or is eligible to receive, such payments create conflicts of interest between the
Intermediary and its clients. For example, these financial incentives may cause the Intermediary to
recommend a Fund over other investments. The same conflict of interest exists with respect to your
financial adviser, broker or investment professional if he or she receives similar payments from his or her
Intermediary firm.

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

Distribution Plan

As noted in the Prospectus, the Funds have adopted a Distribution Plan (the “Plan”) pursuant to
Rule 12b-1 under the 1940 Act under which the Funds pay the Distributor an amount which is accrued
daily and paid quarterly.

Under the Plan, the Trustees will be furnished quarterly with information detailing the amount of
expenses paid under the Plan and the purposes for which payments were made. The Plan may be
terminated at any time by vote of a majority of the Trustees of the Trust who are not interested persons.
Continuation of the Plan is considered by such Trustees no less frequently than annually. With the
exception of the Distributor and the Adviser, in their capacities as the Fund’s principal underwriter and
distribution coordinator, respectively, no interested person has or had a direct or indirect financial interest
in the Plan or any related agreement.

The Plan provides that each Fund pays the Distributor an annual fee of up to a maximum of 0.25% of the
average daily net assets of the shares. Under the Plan, the Distributor may make payments pursuant to
written agreements to financial institutions and intermediaries such as banks, savings and loan
associations and insurance companies including, without limit, investment counselors, broker-dealers and
the Distributor’s affiliates and subsidiaries (collectively, “Agents”) as compensation for services and
reimbursement of expenses incurred in connection with distribution assistance. The Plan is characterized
as a compensation plan since the distribution fee will be paid to the Distributor without regard to the
distribution expenses incurred by the Distributor or the amount of payments made to other financial

49
institutions and intermediaries. The Trust intends to operate the Plan in accordance with its terms and
with the FINRA rules concerning sales charges.

Under the Plan, subject to the limitations of applicable law and regulations, each Fund is authorized to
compensate the Distributor up to the maximum amount to finance any activity primarily intended to result
in the sale of Creation Units of the Funds or for providing or arranging for others to provide shareholder
services and for the maintenance of shareholder accounts. Such activities may include, but are not limited
to: (i) delivering copies of the Fund’s then current reports, prospectuses, notices, and similar materials, to
prospective purchasers of Creation Units; (ii) marketing and promotional services, including advertising;
(iii) paying the costs of and compensating others, including Authorized Participants (as discussed in
“Procedures for Purchase of Creation Units” above) with whom the Distributor has entered into written
Authorized Participant Agreements, for performing shareholder servicing on behalf of the Funds; (iv)
compensating certain Authorized Participants for providing assistance in distributing the Creation Units
of the Funds, including the travel and communication expenses and salaries and/or commissions of sales
personnel in connection with the distribution of the Creation Units of the Funds; (v) payments to financial
institutions and intermediaries such as banks, savings and loan associations, insurance companies and
investment counselors, broker-dealers, mutual fund supermarkets and the affiliates and subsidiaries of the
Trust’s service providers as compensation for services or reimbursement of expenses incurred in
connection with distribution assistance; (vi) facilitating communications with beneficial owners of shares,
including the cost of providing (or paying others to provide) services to beneficial owners of shares,
including, but not limited to, assistance in answering inquiries related to shareholder accounts; and (vii)
such other services and obligations as are set forth in the Distribution Agreement.

While there is no assurance that the expenditures of a Fund’s assets to finance distribution of Fund shares
will have the anticipated results, the Board believes there is a reasonable likelihood that one or more of
such benefits will result, and because the Board is in a position to monitor the distribution expenses, it is
able to determine the benefit of such expenditures in deciding whether to continue the Plan.

As of January 31, 2024, the date of this SAI, the Plan had not yet been implemented.

Securities Lending

The Trust, on behalf of the Funds, may enter into a securities lending agreement with U.S. Bank (the
“Securities Lending Agent”) to provide certain services related to the Funds’ securities lending program.
Pursuant to the securities lending agreement, the Securities Lending Agent, on behalf of the Funds, will
be authorized to enter into securities loan agreements, negotiate loan fees and rebate payments, collect
loan fees, deliver securities, manage and hold collateral, invest cash collateral, receive substitute
payments, make interest and dividend payments (in cases where a borrower has provided non-cash
collateral), and upon termination of a loan, liquidate collateral investments and return collateral to the
borrower.

As of January 31, 2024, the date of this SAI, the Funds have not engaged in any securities lending
activities and has not received any income related to securities lending activities.

As of January 31, 2024, the date of this SAI, the Securities Lending Agent has not provided any services
to the Funds or received any fees or compensation from the Funds related to the securities lending
program.

50
FINANCIAL STATEMENTS

The audited financial statements and financial highlights of the Funds for the fiscal year ended September
30, 2023, as set forth in the Funds’ annual report to shareholders, including the notes thereto and the
report of the registered public accounting firm, are incorporated by reference into this SAI. You can
obtain a copy of the financial statements contained in the Funds’ Annual or Semi-Annual Reports without
charge by calling the Funds toll-free toll-free 1-800-617-0004.

51
 APPENDIX A

SUBVERSIVE CAPITAL ADVISOR LLC (“Subversive”)

PROXY VOTING POLICIES AND PROCEDURES

A. Proxy Voting
The ETF Board has adopted proxy voting policies and procedures (“Proxy Policies”) wherein the ETF has
delegated to the Firm the responsibility for voting proxies relating to portfolio securities held by the ETF
as part of its investment advisory services, subject to the supervision and oversight of the ETF’s Board.
Notwithstanding these delegations of responsibilities, however, the ETF retains the right to vote proxies
relating to its portfolio securities. The fundamental purpose of these Proxy Policies is to ensure that each
vote will be in a manner that reflects the best interest of the ETF and its shareholders, taking into account
the value of the ETF’s investments.
Rule 206(4)-6 under the Advisers Act requires each registered investment adviser that exercises proxy-
voting authority with respect to client securities to:
• Adopt and implement written policies and procedures reasonably designed to ensure that the
adviser votes client securities in the clients’ best interests. Such policies and procedures must
address the manner in which the adviser will resolve material conflicts of interest that can arise
during the proxy voting process;
• Disclose to clients how they may obtain information from the adviser about how the adviser
voted with respect to their securities; and
• Describe to clients the adviser’s proxy voting policies and procedures and, upon request, furnish a
copy of the policies and procedures.
Rule 206(4)-6 is supplemented by:
• Investment Advisers Act Release No. 5325 (September 10, 2019) (“Release No. 5325”), which
contains guidance regarding the proxy voting responsibilities of investment advisers under the
Advisers Act. Among other subjects, Release No. 5325 addresses the oversight of proxy advisory
firms by investment advisers; and
• Investment Advisers Act Release No. 5547 (July 22, 2020), which contains supplementary
guidance addressing: the risk of voting a proxy before an issuer files additional soliciting
materials with the SEC; and associated client disclosures in this regard.
Additionally, paragraph (c)(2) of Rule 204-2 imposes additional recordkeeping requirements on
investment advisers that execute proxy voting authority.
The ETFs are required to describe the policies and procedures that the Firm uses to determine how to vote
proxies relating to portfolio securities. As such, the Firm’s proxy voting guidelines are provided in the
Fund’s Registration Statement and included the SAI.
The ETF is required to disclose annually its complete proxy voting record on Form N-PX, which provides
information relating to how it voted proxies relating to portfolio securities during the most recent 12-
month period ended June 30, not later than August 31 of each year.
The Advisers Act lacks specific guidance regarding an adviser’s duty to direct clients’ participation in
class actions. However, many investment advisers adopt policies and procedures regarding class actions.

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Proxies are assets of the ETFs that must be voted with diligence, care, and loyalty. The Firm will vote
each proxy in accordance with its fiduciary duty to the ETFs. The Firm will generally seek to vote
proxies in a way that maximizes the value of ETF assets. The COO, Portfolio Manager or their designee
coordinates the Firm’s proxy voting process.
Paragraph (c)(ii) of Rule 204-2 under the Advisers Act requires the Firm to maintain certain books and
records associated with its proxy voting policies and procedures. The Firm’s recordkeeping obligations
are described in the Maintenance of Books and Records section of this Manual. The CCO will ensure that
the Firm complies with all applicable recordkeeping requirements associated with proxy voting.
Absent specific ETF instructions, the Firm has adopted the following proxy voting procedures designed to
ensure that proxies are properly identified and voted, and that any conflicts of interest are addressed
appropriately:
• The Firm’s custodians and broker-dealers send proxy-voting materials, either by mail or via
Proxyvote.com. When these materials arrive, the Firm’s Investment Committee reviews them and
the Firm’s COO or Fund’s Portfolio Manager is responsible for voting them through the
respective custodian and broker-dealer interface and/or Proxyvote.com.
• The Firm will generally vote in favor of routine corporate housekeeping proposals such as the
election of directors and selection of auditors absent conflicts of interest raised by an auditor’s
non-audit services (“Voting Guidelines”).
• The Firm will use the Voting Guidelines as guiding principles when voting proxies relating to
ETF securities.
• To the extent that proxy issues arise that are not contemplated by the Voting Guidelines, the
person responsible for voting (e.g., Proxy Administrator or Representative) will consult with the
portfolio manager and, if appropriate, the CCO or counsel, to determine how to vote the proxy
and will record a brief summary of the rationale behind the decision. Similarly, if the Firm votes a
proxy contrary to the principles set forth in the Voting Guidelines, the person responsible for
voting will record a summary of the rationale behind the decision, including the identities of the
persons consulted on the matter.
• The Firm will identify any conflicts that exist between the interests of the Firm and the ETFs by
reviewing the relationship of The Firm with the issuer of each security to determine if the Firm
and any of its personnel, have any financial, business or personal relationship with the issuer. The
COO or Portfolio Manager will inform the CCO of potential conflicts of interest.
It is impossible to anticipate all material conflicts of interest that could arise in connection with proxy
voting. The following examples are meant to help Supervised Persons identify potential conflicts:
• The Firm provides investment advice to a publicly traded company (an “Issuer”). The Firm
receives a proxy solicitation from that Issuer, or from a competitor of that Issuer;
• The Firm provides investment advice to an officer or director of an Issuer. The Firm receives a
proxy solicitation from that Issuer, or from a competitor of that Issuer;
• The Firm or an affiliate has a financial interest in the outcome of a proxy vote, such as when the
Firm is asked to vote on a change in Rule 12b-1 fees paid by a mutual fund to investment
advisers, including the Firm;
• An issuer or some other third-party offers the Firm or a Supervised Person compensation in
exchange for voting a proxy in a particular way;

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 • A Supervised Person, or a member of a Supervised Person’s household, has a personal or
business relationship with an Issuer. The Firm receives a proxy solicitation from that Issuer; and
• The Firm or its Supervised Persons have a short position in an Issuer, but ETFs have a long
position in the same Issuer. The Firm receives a proxy solicitation from the Issuer.
If a material conflict of interest exists, the CCO will determine whether it is appropriate to address the
voting issue through other objective means such as voting in a manner consistent with a predetermined
voting policy or receiving an independent third-party voting recommendation. The Firm will maintain a
record of the voting resolution of any conflict of interest. The CCO will describe the proxy vote under
consideration and identify the perceived conflict of interest. The CCO will also propose the course of
action that the CCO believes is in the ETFs’ best interests. The CCO will document why the CCO
believes that this course of action is most appropriate. Some considerations may include:
• A vote’s likely short-term and long-term impact on the Issuer;
• Whether the Issuer has responded to the subject of the proxy vote in some other manner;
• Whether the issues raised by the proxy vote would be better handled by some other action by the
Issuer;
• Whether implementation of the proxy proposal appears likely to achieve the proposal’s stated
objectives; and
• Whether the CCO’s proposal appears consistent with the ETFs’ best interests
The Firm will not neglect its proxy voting responsibilities, but it may abstain from voting if it deems that
abstaining is in the ETFs’ best interests. For example, the Firm may be unable to vote securities that have
been lent by the custodian. The COO will prepare and maintain memoranda describing the rationale for
any instance in which the Firm does not vote an ETF’s proxy.
The CCO, or {a proxy voting service provider} will retain the following information in connection with
each proxy vote:
• The Issuer’s name;
• The security’s ticker symbol or CUSIP, as applicable;
• The shareholder meeting date;
• The number of shares that the Firm voted;
• A brief identification of the matter voted on;
• Whether the matter was proposed by the Issuer or a security-holder;
• Whether the Firm cast a vote;
• How the Firm cast its vote (for the proposal, against the proposal, or abstain); and
• Whether the Firm cast its vote with or against management.
Any attempt to influence the proxy voting process by Issuers or others not identified in these policies and
procedures should be promptly reported to the CCO. Similarly, any ETF’s attempt to influence proxy
voting with respect to other ETFs’ securities should be promptly reported to the ETF CCO.
Proxies received after an ETF terminates its advisory relationship with the Firm will not be voted.
1. Class Actions and Corporate Actions
A securities “class action” lawsuit is a civil suit brought by one or more individuals on behalf of
themselves and others who have the same grievance against the issuer of a certain security. When a class
action is filed, a written notice of filing and/or settlement is prepared which outlines the reasons for the
lawsuit, the parameters for qualification as a member of the class and certain legal rights that need to be
considered before becoming a member of the class. To the extent that the Firm receives notice of a class
action or corporate action in which an ETF is entitled to participate, the Firm will direct the ETF’s

A-3
participation in accordance with its fiduciary duty. With respect to corporate actions that require
investment discretion, the ETF will review a variety of factors and make a determination with respect to
the corporate action and write a memorandum for the compliance file.
2. Disclosures to ETFs
The Firm will provide a quarterly certification as to its adherence to its proxy voting policies to the ETF
Board.
As a matter of policy, the Firm does not disclose how it expects to vote on upcoming proxies.
3. Form N-PX
In addition, the Firm shall complete a Form N-PX Report as of June 30 for the preceding twelve months,
which is filed not later than August 31 of each year. The Firm shall keep one copy of each completed
Form N-PX Report and deliver a copy to the ETF Administrator.
The Firm’s COO or designee, along with the ETF Administrator, will review the Form N-PX for each
fund prior to filing such report to ensure, on a reasonable basis, the completeness and accuracy of the
filing.

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