Form 485APOS Alpha Architect ETF Trus


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As
filed with the U.S. Securities and Exchange Commission on April 14, 2021

 

File
No. 333-195493

File
No. 811-22961

 

UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

 

FORM
N-1A

 

REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective
Amendment No.       
Post-Effective
Amendment No. 62
and/or  
REGISTRATION
STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment
No. 65

 

Alpha
Architect ETF Trust

(Exact
Name of Registrant as Specified in Charter)

 

213
Foxcroft Road

Broomall,
Pennsylvania 19008

(Address
of Principal Executive Offices, Zip Code)

 

(215)
882-9983

(Registrant’s
Telephone Number, together with Area Code)

 

Wesley
R. Gray

213
Foxcroft Road

Broomall,
Pennsylvania 19008

(Name
and Address of Agent for Service)

 

Copy
to:

Michael
Pellegrino, Esq.

Pellegrino,
LLC

303
West Lancaster Avenue, Suite 302

Wayne,
PA 19087

 

Approximate
Date of Proposed Public Offering: As quickly as sensible after the efficient date of this Registration Statement

 

It
is proposed that this submitting will turn into efficient

 

  instantly
upon submitting pursuant to paragraph (b)
  on
_____________ pursuant to paragraph (b)
  60
days after submitting pursuant to paragraph (a)(1)
  on
                              pursuant
to paragraph (a)(1)
  75
days after submitting pursuant to paragraph (a)(2)
  on
                               pursuant
to paragraph (a)(2) of Rule 485.

 

If
applicable, verify the next field

 

this
post-effective modification designates a brand new efficient date for a beforehand filed post-effective modification.

 

 

Subject
to Completion—Dated _______________, 2021

 

The
info on this Prospectus isn’t full and could also be modified. We might not promote these securities till the registration assertion
filed with the Securities and Exchange Commission is efficient. This Prospectus isn’t a suggestion to promote these securities and isn’t soliciting
a suggestion to purchase these securities in any state the place the provide or sale isn’t permitted.

 

Viridi
ESG Crypto Mining ETF

Ticker
Symbol: [TICKER]

 

Prospectus

_______________
__, 2021

 

Listed
on [     ]

 

These
securities haven’t been accredited or disapproved by the Securities and Exchange Commission nor has the Securities and Exchange Commission
handed upon the accuracy or adequacy of this Prospectus. Any illustration on the contrary is a prison offense.

 

 

 

Table
of Contents

 

 

 

 

Viridi
ESG Crypto Mining ETF

 

Fund
Summary

 

Investment
Objective

 

Viridi
ESG Crypto Mining ETF (the “Fund”) seeks capital appreciation.

 

Fees
And Expenses

 

This
desk describes the charges and bills that you could be pay for those who purchase, maintain, and promote shares of the Fund (“Shares”). You might
additionally pay brokerage commissions on the acquisition and sale of Shares, which aren’t mirrored within the desk or instance under.

 

Annual
Fund Operating Expenses (bills that you just pay every year as a share of the worth of your funding)

 

Management Fee [      ]%
Distribution and/or Service (12b-1) Fees [      ]%
Other Expenses1 [      ]%
Total Annual Fund Operating Expenses [      ]%

 

1 Other
Expenses are estimated for the present fiscal yr.

 

Example

 

The
following instance is meant that will help you evaluate the price of investing within the Fund with the price of investing in different funds. The instance
assumes that you just make investments $10,000 for the time durations indicated after which redeem your whole Shares on the finish of these durations. The instance
additionally assumes that the Fund offers a return of 5% a yr and that working bills stay the identical. You can also pay brokerage commissions
on the acquisition and sale of Shares, which aren’t mirrored within the instance. Although your precise prices could also be increased or decrease, primarily based
on these assumptions your prices could be:

 

One
Year:
Three
Years:
[
     ]
[     
]

 

Portfolio
Turnover

 

The
Fund might pay transaction prices, together with commissions when it buys and sells securities (or “turns over” its portfolio).
The next portfolio turnover price might point out increased transaction prices and will lead to increased taxes when Shares are held in a taxable
account. These prices, which aren’t mirrored in annual fund working bills or within the instance, have an effect on the Fund’s efficiency.
At the date of this Prospectus, the Fund has not but commenced operations and portfolio turnover knowledge due to this fact isn’t obtainable.

 

 

 

PRINCIPAL
INVESTMENT STRATEGIES

 

The
Fund is an actively managed ETF targeted on the cryptocurrency mining business. The Fund’s portfolio managers search to spend money on
fairness securities of firms actively concerned in the complete spectrum of cryptocurrency mining, from producers of pc chips (“Foundries”),
to producers of pc gear (“Manufacturers”), to straight investing in market individuals creating cryptocurrency
themselves (“Miners”). However, the Fund won’t itself make investments straight in cryptocurrencies. In addition, the Fund’s
investments might be screened by New Gen Minting, LLC, often known as Viridi Funds, (the “Sub-Adviser”) with regard to sure environmental,
social and company governance impression (“ESG”) standards. The Sub-Adviser strives to pick out cryptocurrency business firms
that preserve strong and sustainable ESG insurance policies.

 

Under
regular circumstances, the Fund will make investments not lower than 80% of the worth of its internet property in fairness securities of firms actively
concerned within the cryptocurrency mining business and which the Sub-Adviser has screened with regard to ESG standards.

 

The
Fund might spend money on U.S. fairness securities and non-U.S. fairness securities in developed markets, together with by way of depositary receipts. The
Sub-Adviser makes suggestions concerning the Fund’s the funding technique and portfolio choice.

 

Cryptocurrency
is a digital peer-to-peer foreign money that’s secured by cryptography strategies and may be denominated by way of “tokens.”
“Crypto” refers to varied encryption algorithms and strategies that assist safe a given token by stopping counterfeit
variations from being created and by nearly eliminating the chance of double-spending. One type of safety is predicated on a technique recognized
as “Proof of Work” – a way that includes using computing energy to validate transactions. Validation of transactions
happen on a distributed ledger often known as a “blockchain” and when a profitable validation happens, Miners are distributed rewards
paid within the type of tokens. As a end result, Miners are incentivized to validate transactions and to safe the community to earn rewards.

 

As
famous above, the Sub-Adviser will display the Fund’s investments with regard to sure ESG standards. The Fund’s portfolio
managers will make use of an integration coverage, which incorporates an analysis of firms primarily based on their present and anticipated ESG insurance policies.
The Fund’s technique will embrace an inner analysis and rating technique for figuring out an organization’s ESG insurance policies. Given
the excessive power utilization of the crypto mining business, the Sub-Adviser’s main ESG focus might be decreasing unfavorable environmental
impacts of mining and selling environmental sustainability. For instance, the Sub-Adviser would view positively a possible firm’s
coverage to prioritize renewable power sources for enterprise operations or allocation of funds in the direction of buying carbon offsets.

 

A
firm might be thought of to be actively concerned within the mining of cryptocurrency whether it is in a number of of the next classes:

 

  Miner Category (“Miners”) – Miners are paid to make use of their mining {hardware} to validate transactions on Proof of Work networks. Miners can broadly be categorized into three teams:

 

i. Self-Mining
– companies that personal and function each mining {hardware} and infrastructure.

 

ii. Hosted
Miners – companies that personal {hardware} however make the most of third-party amenities to function the
mining {hardware}.

 

iii. Hosting
Services – firms focusing on the event and operation of cryptocurrency
mining infrastructure to supply providers to Hosted Miners.

 

The Sub-Advisor will sometimes choose investments
in firms within the Self-Mining class, however might advocate investments in any Miner it determines is suitable for the Fund’s
portfolio. Each potential funding might be additional evaluated by way of proprietary evaluation to hunt to pick out probably the most environment friendly and efficient
Miners on this class. In explicit, the Sub-Adviser will analyze every potential agency by using firm financials, proprietary
{hardware} analysis strategies, and an evaluation of the Sub-Adviser’s confidence of the agency’s administration staff to execute
on its acknowledged targets. Miners might be required to have a good portion of their enterprise in Self-Mining, Hosted Miners or Hosting
Services.

 

 

 

Manufacturer
Category (“Manufacturers”) – Manufacturers have interaction within the manufacturing
of cryptocurrency mining {hardware} and promote the {hardware} to cryptocurrency “Miners.”

 

Foundry
Category (“Foundries”) – Foundries embrace producers and fabricators of pc
chips, and corporations that providers pc chip designs and/or order achievement for cryptocurrency
{hardware} “Manufacturers.”

 

The
Sub-Adviser analyzes public disclosures to find out whether or not to incorporate a specific firm in one of many foregoing classes. If a
firm is at present concerned in or has introduced plans to supply a number of of the related providers, that firm might be included
inside the corresponding class.

 

The
Sub-Adviser then evaluates every portfolio candidate primarily based upon operational efficiency and market-based valuation metrics. The Sub-Adviser
makes use of monetary metrics to judge an organization, which can embrace analysis of an organization’s income development, margin development, enterprise
worth multiples, or proprietary metrics particularly associated to the corporate’s cryptocurrency-related enterprise line. In addition,
the Sub-Adviser makes use of superior data of {hardware} markets and provide chains to hunt to forecast scheduled deployments and the efficiency
of information mining gear.

 

The
Sub-Adviser believes that there might be alternatives to reap the benefits of market pricing dislocations, and to buy, promote, or weight
the Fund’s portfolio holdings accordingly. The Sub-Adviser might advocate a rise in, lower in, or elimination of weightings
of the Fund’s portfolio holdings, primarily based upon its evaluation of a number of of the next:

 

modifications
in an organization’s enterprise mannequin or operations;

 

a
firm’s improve or lower in cryptocurrency mining related income;

 

public
disclosures or different publicly obtainable knowledge indicating an organization’s intent to interact
in actions associated to cryptocurrency mining;

 

monetary
fundamentals, comparable to value to earnings and potential income development, relative to different cryptocurrency
companies; or

 

uncommon
buying and selling volumes and market pricing; or

 

modifications
in an organization’s ESG technique and/or modifications in an organization’s ESG disclosures.

 

Under
regular market circumstances, the Fund’s portfolio will consist of roughly 15 to 30 securities. The Fund might spend money on widespread
inventory of newly listed preliminary public choices (“IPOs”), IPO shares derived from Special Purpose Acquisitions Corporations
(“SPACs”), and securities that end result from reverse mergers (through which a non-public firm acquires a public firm to bypass
the method of going public)(“Reverse Mergers”). SPACs are firms with no business operations which are established solely
to lift capital from traders for the aim of buying a number of working companies.

 

The
Fund might be thought of to be non-diversified, which implies that it might make investments extra of its property within the securities of a single issuer
or a smaller variety of issuers than if it have been a diversified fund.

 

A
extra full description of the Fund’s portfolio development attributes is ready forth under below the heading “Additional
Information concerning the Fund’s Investment Objective and Strategies.”

 

Principal
Risks

 

An
funding within the Fund includes threat, together with these described under. There isn’t any assurance that the Fund will obtain its funding
goal
. An investor might lose cash by investing within the Fund. An funding within the Fund isn’t a financial institution deposit and isn’t insured
or assured by the FDIC or any authorities company. More full threat descriptions are set forth under below the heading “Additional
Information concerning the Fund’s Risks
”.

 

 

 

Investment
Risk.
When you promote your Shares of the Fund, they could possibly be price lower than what you paid for them. The Fund might lose cash due
to short-term market actions and over longer durations throughout market downturns. Securities might decline in worth as a consequence of components affecting
securities markets usually or explicit asset courses or industries represented within the markets. The worth of a safety might decline
as a consequence of normal market circumstances, financial tendencies or occasions that aren’t particularly associated to the issuer of the safety or to components
that have an effect on a specific business or group of industries. During a normal downturn within the securities markets, a number of asset courses
could also be negatively affected. Therefore, you could lose cash by investing within the Fund.

 

Cryptocurrency
Industry Risk
. An funding in firms actively engaged in cryptocurrency expertise could also be topic to the next dangers:

 

The
expertise is new and plenty of of its makes use of could also be untested. There isn’t any assurance that widespread
adoption will happen. An absence of enlargement within the utilization of cryptocurrency expertise might
adversely have an effect on an funding within the Fund. There isn’t any assurance that the cryptocurrency
community, or the service suppliers essential to accommodate it, will proceed in existence
or develop.

 

As
a substitute for fiat currencies which are backed by governments, cryptocurrencies are topic
to provide and demand forces primarily based upon the desirability of another, decentralized
means of shopping for and promoting items and providers, and it’s unclear how such provide and demand
might be impacted by geopolitical occasions. Nevertheless, political or financial crises might inspire
large-scale acquisitions or gross sales of cryptocurrency both globally or regionally. Large-scale
purchases or gross sales of a number of cryptocurrencies might lead to actions within the value
of cryptocurrencies and will negatively or positively impression the worth of the Fund’s
investments. Because cryptocurrencies aren’t backed by a authorities, they don’t seem to be topic
to the protections that apply to different currencies. For occasion, no authorities may be anticipated
to bolster the worth of a cryptocurrency in case of a crash in its worth.

 

To
the extent that future regulatory actions or insurance policies restrict or improve the flexibility to trade
cryptocurrencies or make the most of them for funds, the demand for cryptocurrencies could also be diminished
or elevated. Furthermore, regulatory actions might restrict the flexibility of end-users to transform
cryptocurrencies into fiat foreign money (e.g., U.S. Dollars) or use cryptocurrencies to pay for
items and providers. Cryptocurrencies at present faces an unsure regulatory panorama in
not solely the United States but additionally in lots of overseas jurisdictions such because the European Union,
China and Russia. Some overseas jurisdictions have banned cryptocurrencies as a way of fee.
Most regulatory our bodies haven’t but issued official statements relating to intention to manage
or determinations on regulation of cryptocurrencies, business individuals, and customers. Various
overseas jurisdictions might, within the close to future, undertake legal guidelines, laws or directives that
have an effect on the cryptocurrency networks and their customers, significantly cryptocurrencies exchanges
and repair suppliers that fall inside such jurisdictions’ regulatory scope. Those
legal guidelines, laws or directives might battle with these of the United States and will negatively
impression the acceptance of cryptocurrency by customers, retailers and repair suppliers exterior
of the United States and will due to this fact impede the expansion of the cryptocurrency economic system. The
impact of any future regulatory change on cryptocurrency is unattainable to foretell, however the
modifications could possibly be substantial and hostile to worth of the Fund’s investments. Current
and future laws, governmental and regulatory rulemaking and different regulatory developments
might have an effect on how cryptocurrencies are categorized (e.g., as a safety, property, commodity,
foreign money, and so forth.) and controlled.

 

The
growth and acceptance of competing platforms or applied sciences might trigger customers or
traders to make use of a substitute for cryptocurrencies.

 

Cryptocurrency
and their related platforms are largely unregulated, and the regulatory surroundings is
quickly evolving. Because cryptocurrency works by having each transaction construct on each
different transaction, individuals can self-police any corruption, which might mitigate the necessity
to rely upon the present degree of authorized or authorities safeguards to observe and management the
stream of enterprise transactions. As a end result, firms engaged in cryptocurrency actions
could also be uncovered to hostile regulatory motion, fraudulent exercise and even failure.

 

 

 

Where
cryptocurrency programs are constructed utilizing third occasion merchandise, these merchandise might include technical
defects or vulnerabilities past an organization’s management. Open-source applied sciences that
are used to construct a cryptocurrency software, can also introduce defects and vulnerabilities.

 

Cryptocurrency
performance depends on the Internet. A big disruption of Internet connectivity affecting
massive numbers of customers or geographic areas might impede the performance of cryptocurrency
applied sciences and adversely have an effect on the Fund. In addition, sure options of cryptocurrency
expertise, comparable to decentralization, open supply protocol, and reliance on peer-to-peer
connectivity, might improve the chance of fraud or cyber-attack by doubtlessly decreasing the
chance of a coordinated response.

 

Some
of the businesses through which the Fund will make investments are engaged in different traces of enterprise unrelated
to cryptocurrency and these traces of enterprise might adversely have an effect on their working outcomes.
The working outcomes of those firms might fluctuate because of these further dangers
and occasions within the different traces of enterprise. In addition, an organization’s skill to interact
in new actions might expose it to enterprise dangers with which it has much less expertise than
it has with the enterprise dangers related to its conventional companies. Despite an organization’s
doable success in actions linked to its use of cryptocurrency, there may be no assurance
that the opposite traces of enterprise through which these firms are engaged won’t have an hostile
impact on an organization’s enterprise or monetary situation.

 

Management
Risk
. The Fund is actively-managed and will not meet its funding goal primarily based on the Adviser’s or Sub-Adviser’s
success or failure to implement funding methods for the Fund.

 

IPO/SPAC/Reverse
Mergers Risk.
The Fund might spend money on firms which have just lately accomplished an IPO, are derived from a SPAC, or end result from a Reverse
Merger. These firms could also be unseasoned and lack a buying and selling historical past, a observe report of reporting to traders, and extensively obtainable
analysis protection. IPOs and shares derived from SPACS or Reverse Mergers are thus usually topic to excessive value volatility and speculative
buying and selling. These shares might have above-average value appreciation in reference to the IPO or related transaction previous to the Fund’s
buy. The value of shares chosen might not proceed to understand and the efficiency of those shares might not replicate the efficiency
exhibited prior to now. In addition, IPOs and shares derived from SPACS or Reverse Mergers might share comparable illiquidity dangers of personal
fairness and enterprise capital. The free float shares held by the general public in an IPO and shares derived from SPACS or Reverse Mergers are sometimes
a small share of the market capitalization. The possession of many IPOs and shares derived from SPACS or Reverse Mergers usually contains
massive holdings by enterprise capital and personal fairness traders who search to promote their shares within the public market within the months following
an IPO or related transaction when shares restricted by lock-up are launched, inflicting larger volatility and doable downward strain
in the course of the time that locked-up shares are launched.

 

Micro-,
Small-, and Mid-Capitalization Companies Risk
. Investing in securities of micro-, small-, and medium-capitalization firms includes
larger threat than usually is related to investing in bigger, extra established firms. These firms’ securities might
be extra risky and fewer liquid than these of extra established firms. Often micro-, small-, and medium-capitalization firms
and the industries through which they focus are nonetheless evolving and, in consequence, they might be extra delicate to altering market circumstances.

 

Concentration
Risk
. The Fund could also be prone to an elevated threat of loss, together with losses as a consequence of hostile occurrences affecting the Fund extra
than the market as an entire, to the extent that the Fund might, sometimes, focus its investments within the securities of a specific
issuer or issuers, business, group of industries, sector, or asset class.

 

 

 

Quantitative
Security Selection Risk.
Data for some firms could also be much less obtainable and/or much less present than knowledge for firms in different markets.
The Sub-Adviser makes use of quantitative fashions, and its processes could possibly be adversely affected if misguided or outdated knowledge is utilized. In
addition, securities chosen utilizing a quantitative mannequin might carry out in another way from the monetary markets as an entire in consequence
of the traits used within the evaluation, the burden positioned on every attribute and modifications within the attribute’s historic
tendencies.

 

Foreign
Investment Risk.
Returns on investments in overseas securities could possibly be extra risky than, or path the returns on, investments in
U.S. securities. Investments in or exposures to overseas securities are topic to particular dangers, together with dangers related to overseas
securities usually, together with variations in info obtainable about issuers of securities and investor safety requirements relevant
in different jurisdictions; capital controls dangers, together with the chance of a overseas jurisdiction imposing restrictions on the flexibility to
repatriate or switch foreign money or different property; foreign money dangers; political, diplomatic and financial dangers; regulatory dangers; and overseas
market and buying and selling dangers, together with the prices of buying and selling and dangers of settlement in overseas jurisdictions.

 

Depositary
Receipts.
The Fund’s investments in overseas firms could also be within the type of depositary
receipts. Depositary receipts are usually topic to the dangers of investing straight in
overseas securities and, in some circumstances, there could also be much less info obtainable concerning the
underlying issuers than could be the case with a direct funding within the overseas issuer.
Depositary receipts characterize shares of foreign-based companies. Investment in depositary
receipts could also be kind of liquid than the underlying shares of their main buying and selling market.

 

Geopolitical/Natural
Disaster Risks.
The Fund’s investments are topic to geopolitical and pure catastrophe dangers, comparable to warfare, terrorism, commerce
disputes, political or financial dysfunction inside some nations, public well being crises and associated geopolitical occasions, in addition to environmental
disasters, epidemics and/or pandemics, which can add to instability in world economies and volatility in markets. The impression could also be short-term
or might final for prolonged durations.

 

Technology
Sector Risk.
The Fund may have publicity to firms working within the expertise sector. Technology firms, together with info
expertise firms, might have restricted product traces, monetary sources and/or personnel. Technology firms sometimes face intense
competitors and doubtlessly speedy product obsolescence. They are additionally closely depending on mental property rights and could also be adversely
affected by the loss or impairment of these rights.

 

Equity
Investing Risk.
An funding within the Fund includes dangers much like these of investing in any fund holding fairness securities, such
as market fluctuations, modifications in rates of interest and perceived tendencies in inventory costs. The values of fairness securities might decline
usually or might underperform different investments. In addition, securities might decline in worth as a consequence of components affecting a selected issuer,
market or securities markets usually.

 

ETF
Risks

 

Authorized
Participants, Market Makers and Liquidity Providers Concentration Risk.
 The Fund
has a restricted variety of monetary establishments which will act as Authorized Participants (“APs”).
In addition, there could also be a restricted variety of market makers and/or liquidity suppliers in
{the marketplace}. To the extent both of the next occasions happen, Shares might commerce at
a fabric low cost to NAV and presumably face delisting: (i) APs exit the enterprise or
in any other case turn into unable to course of creation and/or redemption orders and no different APs step
ahead to carry out these providers, or (ii) market makers and/or liquidity suppliers
exit the enterprise or considerably scale back their enterprise actions and no different entities
step ahead to carry out their capabilities.

 

Premium-Discount
Risk.
The Shares might commerce above or under their internet asset worth (“NAV”).
The market costs of Shares will usually fluctuate in accordance with modifications in NAV as
properly because the relative provide of, and demand for, Shares on the [ ] (the “Exchange”)
or different securities exchanges. The buying and selling value of Shares might deviate considerably from
NAV in periods of market volatility or restricted buying and selling exercise in Shares.

 

 

 

Secondary
Market Trading Risk.
Investors shopping for or promoting Shares within the secondary market will
pay brokerage commissions or different fees imposed by brokers as decided by that dealer.
Brokerage commissions are sometimes a hard and fast quantity and could also be a big proportional value
for traders searching for to purchase or promote comparatively small quantities of Shares.

 

Trading
Risk.
Although the Shares are listed on the Exchange, there may be no assurance that
an lively or liquid buying and selling marketplace for them will develop or be maintained. In addition, buying and selling
in Shares on the Exchange could also be halted. In careworn market circumstances, the liquidity of
the Fund’s Shares might start to reflect the liquidity of its underlying portfolio holdings,
which may be considerably much less liquid than the Fund’s Shares, doubtlessly inflicting
the market value of the Fund’s Shares to deviate from its NAV.

 

Non-Diversification
Risk.
Because the Fund is non-diversified, it might be extra delicate to financial, enterprise, political or different modifications affecting particular person
issuers or investments than a diversified fund, which can lead to larger fluctuation within the worth of the Fund’s Shares and larger
threat of loss.

 

New
Sub-Adviser Risk.
Although the Sub-Adviser’s principals and the Fund’s portfolio managers have expertise managing investments
prior to now, the Sub-Adviser has no expertise managing investments for an ETF, which can restrict the Sub-Adviser’s effectiveness.
In addition, the Sub-Adviser at present has small employees and restricted sources, which can restrict its skill to proceed to supply sub-advisory
providers if key members turn into incapacitated.

 

New
Fund Risk.
The Fund is a just lately organized administration funding firm with restricted working historical past. As a end result, potential
traders have a restricted observe report or historical past on which to base their funding determination. There may be no assurance that the Fund
will develop to or preserve an economically viable measurement.

 

PERFORMANCE

 

The
Fund has not commenced operations as of the date of this Prospectus. Performance info might be obtainable within the Prospectus after
the Fund has been in operation for one full calendar yr. When supplied, the knowledge will present some indication of the dangers of
investing within the Fund by exhibiting how the Fund’s common annual returns evaluate with a broad measure of market efficiency. Past
efficiency doesn’t essentially point out how the Fund will carry out sooner or later. Updated efficiency info might be obtainable
at www.viridifunds.com.

 

Investment
Adviser & Investment Sub-Adviser

 

Investment
Adviser:  
Empowered Funds, LLC (“Adviser”)
Investment Sub-Adviser:
New Gen Minting, LLC (“Sub-Adviser”)

 

Portfolio
Managers

 

Wes
Fulford of the Sub-Adviser, has been primarily answerable for the day-to-day administration of the Fund since its inception. Mr. Fulford
offers his suggestions to Mr. Brandon Koepke, Portfolio Manager of the Adviser, who, for the reason that Fund’s inception, can be
primarily and collectively answerable for the day-to-day administration of the Fund.

 

 

 

Summary
Information about Purchases, Sales, Taxes, and Financial Intermediary Compensation

 

Purchase
And Sale Of Fund Shares

 

The
Fund points and redeems Shares on a steady foundation solely in massive blocks of Shares, sometimes 10,000 Shares, referred to as “Creation
Units,” and solely APs (sometimes, broker-dealers) might buy or redeem Creation Units. Creation Units usually are issued and
redeemed ‘in-kind’ for securities and partially in money. Individual Shares might solely be bought and bought in secondary market
transactions by way of brokers. Once created, particular person Shares usually commerce within the secondary market at market costs that change all through
the day. Market costs of Shares could also be larger or lower than their NAV. Except when aggregated in Creation Units, the Fund’s
shares aren’t redeemable securities.

 

Tax
Information

 

The
Fund’s distributions usually are taxable to you as extraordinary earnings, capital acquire, or some mixture of each, except your funding
is in an Individual Retirement Account (“IRA”) or different tax-advantaged account. However, subsequent withdrawals from such
a tax-advantaged account could also be topic to federal earnings tax. You ought to seek the advice of your tax advisor about your particular tax state of affairs.

 

Purchases
Through Broker-Dealers And Other Financial Intermediaries

 

If
you buy Shares by way of a broker-dealer or different monetary middleman, the Fund and its associated firms might pay the middleman
for the sale of Shares and associated providers. These funds might create a battle of curiosity by influencing the broker-dealer or different
middleman and your salesperson to advocate Shares over one other funding. Ask your salesperson or go to your monetary middleman’s
web site for extra info.

 

Additional
Information About The Fund

 

How
is the Fund Different from a Mutual Fund?

 

Redeemability.
Mutual fund shares could also be purchased from, and redeemed with, the issuing fund for money at NAV sometimes calculated as soon as on the finish of
the enterprise day. Shares of the Fund, against this, can’t be bought from or redeemed with the Fund besides by or by way of APs (sometimes,
broker-dealers), after which principally for an in-kind basket of securities (and a restricted money quantity). In addition, the Fund points and
redeems Shares on a steady foundation solely in massive blocks of Shares, sometimes 10,000 Shares, referred to as “Creation Units.”

 

Exchange
Listing.
Unlike mutual fund shares, Shares of the Fund might be listed for buying and selling on the Exchange. Investors can buy and promote
Shares on the secondary market by way of a dealer. Investors buying Shares within the secondary market by way of a brokerage account or with
the help of a dealer could also be topic to brokerage commissions and fees. Secondary-market transactions don’t happen at NAV, however
at market costs that change all through the day, primarily based on the availability of, and demand for, Shares and on modifications within the costs of the Fund’s
portfolio holdings. The market value of Shares might differ from the NAV of the Fund. The distinction between market value of Shares and
the NAV of the Fund is known as a premium when the market value is above the reported NAV and referred to as a reduction when the market value is
under the reported NAV, and the distinction is anticipated to be small more often than not, although it might be important, particularly in instances
of utmost market volatility.

 

Tax
Treatment.
The Fund and the Shares have been designed to be tax-efficient. Specifically, the in-kind creation and redemption function
has been designed to guard Fund shareholders from hostile tax penalties relevant to non-ETF registered funding firms as
a results of money transactions within the non-ETF registered funding firm’s shares, together with money redemptions. Nevertheless,
to the extent redemptions from the Fund are paid in money, the Fund might understand capital positive factors or losses, together with in some circumstances short-term
capital positive factors, upon the sale of portfolio securities to generate the money to fulfill the redemption.

 

 

 

Transparency.
The Fund’s portfolio holdings are disclosed on its web site every day after the shut of buying and selling on the Exchange and previous to the
opening of buying and selling on the Exchange the next day. An outline of the Fund’s insurance policies and procedures with respect to the disclosure
of the Fund’s portfolio holdings is out there within the Fund’s Statement of Additional Information (“SAI”).

 

Premium/Discount
Information.
Information concerning the premiums and reductions at which the Fund’s Shares have traded might be obtainable at www.viridifunds.com.

 

Additional
Information concerning the Fund’s Investment Objective and Strategies

 

The
Fund’s funding goal is a non-fundamental funding coverage and could also be modified with no vote of shareholders with prior
written discover to shareholders.

 

The
Fund’s portfolio managers will assemble the Fund’s portfolio in order that it meets the next requirements:

 

At
least 80% of securities issued by a U.S. firm through which the Fund invests should have a minimal
market capitalization of $50,000,000;

 

Each
non-U.S. firm through which the Fund invests should have a minimal market capitalization of at
least $75,000,000; and

 

Each
safety that has at the very least six months of buying and selling knowledge should have both (i) a minimal international
month-to-month buying and selling quantity of 250,000 shares, or (ii) a minimal international notional quantity traded
monthly of $25 million, every averaged during the last six months.

 

Each
safety of a non-U.S. firm have to be listed on a regulated inventory trade within the type of
shares tradable for overseas traders with out restrictions on overseas possession.

 

The
Sub-Adviser will make use of a forensic working and accounting display by way of which a proprietary evaluation might be carried out to exclude
firms that seem like in monetary misery or are suspected of economic assertion manipulation.

 

Temporary
Defensive Positions
. From time to time, the Fund might take momentary defensive positions which are inconsistent with its principal
funding methods in trying to reply to hostile market, financial, political, or different circumstances. In these cases, the Fund
might maintain as much as 100% of its property in money; short-term U.S. authorities securities and authorities company securities; funding grade cash
market devices; cash market mutual funds; funding grade fastened earnings securities; repurchase agreements; business paper; money
equivalents; and exchange-traded funding autos that principally spend money on the foregoing devices. As a results of participating in
these momentary measures, the Fund might not obtain its funding goal.

 

Additional
Information concerning the Fund’s Risks

 

The
following info is along with, and needs to be learn together with, the outline of the Fund’s principal funding dangers
within the sections titled “Fund Summary—Principal Risks” above.

 

Concentration
Risk
. The Fund could also be prone to an elevated threat of loss, together with losses as a consequence of hostile occurrences affecting the Fund extra
than the market as an entire, to the extent that the Fund might, sometimes, focus its investments within the securities of a specific
issuer or issuers, business, group of industries, sector, or asset class.

 

 

 

Cryptocurrency
Industry Risk
. An funding in firms actively engaged in cryptocurrency expertise could also be topic to the next dangers:

 

The
expertise is new and plenty of of its makes use of could also be untested. There isn’t any assurance that widespread
adoption will happen. An absence of enlargement within the utilization of cryptocurrency expertise might
adversely have an effect on an funding within the Fund. There isn’t any assurance that the cryptocurrency
community, or the service suppliers essential to accommodate it, will proceed in existence
or develop.

 

As
a substitute for fiat currencies which are backed by governments, cryptocurrencies are topic
to provide and demand forces primarily based upon the desirability of another, decentralized
means of shopping for and promoting items and providers, and it’s unclear how such provide and demand
might be impacted by geopolitical occasions. Nevertheless, political or financial crises might inspire
large-scale acquisitions or gross sales of cryptocurrency both globally or regionally. Large-scale
purchases or gross sales of a number of cryptocurrencies might lead to actions within the value
of cryptocurrencies and will negatively or positively impression the worth of the Fund’s
investments. Because cryptocurrencies aren’t backed by a authorities, they don’t seem to be topic
to the protections that apply to different currencies. For occasion, no authorities may be anticipated
to bolster the worth of a cryptocurrency in case of a crash in its worth.

 

To
the extent that future regulatory actions or insurance policies restrict or improve the flexibility to trade
cryptocurrencies or make the most of them for funds, the demand for cryptocurrencies could also be diminished
or elevated. Furthermore, regulatory actions might restrict the flexibility of end-users to transform
cryptocurrencies into fiat foreign money (e.g., U.S. Dollars) or use cryptocurrencies to pay for
items and providers. Cryptocurrencies at present faces an unsure regulatory panorama in
not solely the United States but additionally in lots of overseas jurisdictions such because the European Union,
China and Russia. Some overseas jurisdictions have banned cryptocurrencies as a way of fee.
Most regulatory our bodies haven’t but issued official statements relating to intention to manage
or determinations on regulation of cryptocurrencies, business individuals, and customers. Various
overseas jurisdictions might, within the close to future, undertake legal guidelines, laws or directives that
have an effect on the cryptocurrency networks and their customers, significantly cryptocurrencies exchanges
and repair suppliers that fall inside such jurisdictions’ regulatory scope. Those
legal guidelines, laws or directives might battle with these of the United States and will negatively
impression the acceptance of cryptocurrency by customers, retailers and repair suppliers exterior
of the United States and will due to this fact impede the expansion of the cryptocurrency economic system. The
impact of any future regulatory change on cryptocurrency is unattainable to foretell, however the
modifications could possibly be substantial and hostile to worth of the Fund’s investments. Current
and future laws, governmental and regulatory rulemaking and different regulatory developments
might have an effect on how cryptocurrencies are categorized (e.g., as a safety, property, commodity,
foreign money, and so forth.) and controlled.

 

The
growth and acceptance of competing platforms or applied sciences might trigger customers or
traders to make use of a substitute for cryptocurrencies.

 

Cryptocurrency
and their related platforms are largely unregulated, and the regulatory surroundings is
quickly evolving. Because cryptocurrency works by having each transaction construct on each
different transaction, individuals can self-police any corruption, which might mitigate the necessity
to rely upon the present degree of authorized or authorities safeguards to observe and management the
stream of enterprise transactions. As a end result, firms engaged in cryptocurrency actions
could also be uncovered to hostile regulatory motion, fraudulent exercise and even failure.

 

Where
cryptocurrency programs are constructed utilizing third occasion merchandise, these merchandise might include technical
defects or vulnerabilities past an organization’s management. Open-source applied sciences that
are used to construct a cryptocurrency software, can also introduce defects and vulnerabilities.

 

Cryptocurrency
performance depends on the Internet. A big disruption of Internet connectivity affecting
massive numbers of customers or geographic areas might impede the performance of cryptocurrency
applied sciences and adversely have an effect on the Fund. In addition, sure options of cryptocurrency
expertise, comparable to decentralization, open supply protocol, and reliance on peer-to-peer
connectivity, might improve the chance of fraud or cyber-attack by doubtlessly decreasing the
chance of a coordinated response.

 

 

 

Some
of the businesses through which the Fund will make investments are engaged in different traces of enterprise unrelated
to cryptocurrency and these traces of enterprise might adversely have an effect on their working outcomes.
The working outcomes of those firms might fluctuate because of these further dangers
and occasions within the different traces of enterprise. In addition, an organization’s skill to interact
in new actions might expose it to enterprise dangers with which it has much less expertise than
it has with the enterprise dangers related to its conventional companies. Despite an organization’s
doable success in actions linked to its use of cryptocurrency, there may be no assurance
that the opposite traces of enterprise through which these firms are engaged won’t have an hostile
impact on an organization’s enterprise or monetary situation.

 

Equity
Investing Risk.
An funding within the Fund includes dangers much like these of investing in any fund holding fairness securities, such
as market fluctuations, modifications in rates of interest and perceived tendencies in inventory costs. The values of fairness securities might decline
usually or might underperform different investments. Different forms of fairness securities are likely to undergo cycles of outperformance and
underperformance compared to the final securities markets. In addition, securities might decline in worth as a consequence of components affecting
a selected issuer, market or securities markets usually. Recent turbulence in monetary markets and diminished liquidity in credit score and
fastened earnings markets might negatively have an effect on many issuers worldwide, which can have an hostile impact on the Fund.

 

ETF
Risks
.

 

APs,
Market Makers, and Liquidity Providers Concentration Risk
. The Fund has a restricted quantity
of economic establishments which will act as APs. In addition, there could also be a restricted quantity
of market makers and/or liquidity suppliers within the market. To the extent both of the
following occasions happen, Shares might commerce at a fabric low cost to NAV and presumably face
delisting: (i) APs exit the enterprise or in any other case turn into unable to course of creation
and/or redemption orders and no different APs step ahead to carry out these providers, or (ii) market
makers and/or liquidity suppliers exit the enterprise or considerably scale back their enterprise
actions and no different entities step ahead to carry out their capabilities.

 

Secondary
Market Trading Risk.
Investors shopping for or promoting Shares within the secondary market pay brokerage
commissions or different fees imposed by brokers as decided by that dealer. Brokerage commissions
are sometimes a hard and fast quantity and could also be a big proportional value for traders searching for
to purchase or promote comparatively small quantities of Shares. In addition, secondary market traders
additionally incur the price of the distinction between the value that an investor is keen to pay
for Shares (the “bid” value) and the value at which an investor is keen to
promote Shares (the “ask” value). This distinction in bid and ask costs is usually
known as the “unfold” or “bid/ask unfold.” The bid/ask unfold
varies over time for Shares primarily based on buying and selling quantity and market liquidity, and is usually
decrease if the Fund’s Shares have extra buying and selling quantity and market liquidity and better
if the Fund’s Shares have little buying and selling quantity and market liquidity. Further, elevated
market volatility might trigger elevated bid/ask spreads.

 

Premium-Discount
Risk.
The Shares might commerce above or under their NAV. The NAV of the Fund will usually
fluctuate with modifications available in the market worth of the Fund’s holdings. The market costs
of Shares, nonetheless, will usually fluctuate in accordance with modifications in NAV in addition to
the relative provide of, and demand for, Shares on the Exchange and different securities exchanges.
The buying and selling value of Shares might deviate considerably from NAV in periods of market volatility
or restricted buying and selling in Shares. The Adviser can not predict whether or not Shares will commerce under,
at or above their NAV. Price variations could also be due, largely, to the truth that provide
and demand forces at work within the secondary buying and selling marketplace for Shares might be carefully associated
to, however not similar to, the identical forces influencing the costs of the securities held by
the Fund. However, on condition that Shares may be bought and redeemed in massive blocks of Shares,
referred to as Creation Units (not like shares of closed-end funds, which often commerce at considerable
reductions from, and typically at premiums to, their NAV), and the Fund’s portfolio
holdings are totally disclosed each day, the Adviser believes that enormous reductions
or premiums to the NAV of Shares shouldn’t be sustained, however that might not be the case.

 

 

 

Trading
Risk.
Although the Shares are listed on the Exchange, there may be no assurance that
an lively or liquid buying and selling marketplace for them might be maintained. In addition, buying and selling in Shares
on the Exchange could also be halted as a consequence of market circumstances or for causes that, within the view of
the Exchange, make buying and selling in Shares inadvisable. Further, buying and selling in Shares on the Exchange
is topic to buying and selling halts attributable to extraordinary market volatility pursuant to the Exchange
“circuit breaker” guidelines, which briefly halt buying and selling on the Exchange when
a decline within the S&P 500 Index throughout a single day reaches sure thresholds (e.g.,
7%, 13% and 20%). There may be no assurance that the necessities of the Exchange mandatory
to take care of the itemizing of the Fund will proceed to be met or will stay unchanged.

 

Foreign
Investment Risk.
The Fund might spend money on overseas securities, together with non-U.S. dollar-denominated securities traded exterior of the
United States and U.S. dollar-denominated securities of overseas issuers traded within the United States. Returns on investments in overseas
securities could possibly be extra risky than, or path the returns on, investments in U.S. securities. Investments in overseas securities, together with
investments in American Depositary Receipts (ADRs), European Depositary Receipts (EDRs) and Global Depositary Receipts (GDRs) are topic
to particular dangers, together with the next:

 

Foreign
Securities Risk
. Investments in non-U.S. securities contain dangers that might not be current
with investments in U.S. securities. For instance, investments in non-U.S. securities might
be topic to threat of loss as a consequence of overseas foreign money fluctuations or to political or financial
instability. There could also be much less info publicly obtainable a couple of non-U.S. issuer than
a U.S. issuer. Non-U.S. issuers could also be topic to completely different accounting, auditing, monetary
reporting, and investor safety requirements than U.S. issuers. Changes to the monetary
situation or credit standing of overseas issuers can also adversely have an effect on the worth of the
Fund’s securities. Investments in non-U.S. securities could also be topic to withholding
or different taxes and could also be topic to further buying and selling, settlement, custodial, and operational
dangers. Because authorized programs differ, there may be additionally the chance that will probably be tough
to acquire or implement authorized judgments in some international locations. Since overseas exchanges could also be open
on days when the Fund doesn’t value its Shares, the worth of the securities within the Fund’s
portfolio might change on days when shareholders won’t be able to buy or promote the Fund’s
Shares. Conversely, Shares might commerce on days when overseas exchanges are closed. Investment
in overseas securities might contain increased prices than funding in U.S. securities, together with
increased transaction and custody prices in addition to the imposition of further taxes by overseas
governments. Each of those components could make investments within the Fund extra risky and doubtlessly
much less liquid than different forms of investments.

 

Capital
Controls Risk.
Economic circumstances, comparable to risky foreign money trade charges and curiosity
charges, political occasions and different circumstances might, with out prior warning, result in authorities
intervention and the imposition of “capital controls” or expropriation or nationalization
of property. The doable institution of trade controls or freezes on the convertibility
of foreign money, or the adoption of different governmental restrictions, would possibly adversely have an effect on an
funding in overseas securities. Capital controls embrace the prohibition of, or restrictions
on, the flexibility to switch foreign money, securities or different property inside or out of a jurisdiction.
Levies could also be positioned on income repatriated by overseas entities (such because the Fund). Capital
controls might impression the flexibility of the Fund to purchase, promote or in any other case switch securities
or foreign money, might adversely have an effect on the buying and selling market and value for Shares of the Fund, and
might trigger the Fund to say no in worth.

 

 

 

Depositary
Receipt Risk.
The Fund’s investments in overseas firms could also be within the type of
depositary receipts, together with ADRs, EDRs, and GDRs. ADRs, EDRs, and GDRs are usually topic
to the dangers of investing straight in overseas securities and, in some circumstances, there could also be
much less info obtainable concerning the underlying issuers than could be the case with a direct
funding within the overseas issuer. ADRs are U.S. dollar-denominated receipts representing
shares of foreign-based companies. GDRs are much like ADRs however are shares of foreign-based
companies usually issued by worldwide banks in a number of markets world wide.
Investment in ADRs and GDRs could also be kind of liquid than the underlying shares of their
main buying and selling market and GDRs could also be extra risky. Depositary receipts could also be “sponsored”
or “unsponsored” and could also be unregistered and unlisted. Sponsored depositary receipts
are established collectively by a depositary and the underlying issuer, whereas unsponsored depositary
receipts could also be established by a depositary with out participation by the underlying issuer.
Holders of an unsponsored depositary receipt usually bear all the prices related to
establishing the unsponsored depositary receipt. In addition, the issuers of the securities
underlying unsponsored depositary receipts aren’t obligated to reveal materials info
within the United States and, due to this fact, there could also be much less info obtainable relating to such
issuers and there might not be a correlation between such info and the market worth
of the depositary receipts. In normal, ADRs have to be sponsored, however the Fund might spend money on
unsponsored ADRs below sure restricted circumstances. It is anticipated that no more than 10%
of the online property of the Fund might be invested in unsponsored ADRs. The Fund’s investments
can also embrace ADRs and GDRs that aren’t bought within the public markets and are restricted
securities that may be provided and bought solely to “certified institutional consumers”
below Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”).
The Adviser will decide the liquidity of those investments pursuant to pointers established
by the Board. If a specific funding in such ADRs or GDRs is deemed illiquid, that funding
might be included inside the Fund’s limitation on funding in illiquid securities.
Moreover, if hostile market circumstances have been to develop in the course of the interval between the Fund’s
determination to promote these kinds of ADRs or GDRs and the purpose at which the Fund is permitted
or capable of promote such safety, the Fund would possibly get hold of a value much less favorable than the value
that prevailed when it determined to promote.

 

Currency
Risk.
The Fund’s NAV is set on the idea of U.S. {dollars}; due to this fact, the
Fund might lose worth if the native foreign money of a overseas market depreciates towards the U.S.
greenback, even when the native foreign money worth of the Fund’s holdings goes up. Currency trade
charges might fluctuate considerably over quick durations of time. Currency trade charges additionally
may be affected unpredictably by intervention; by failure to intervene by U.S. or overseas
governments or central banks; or by foreign money controls or political developments within the U.S.
or overseas. Changes in overseas foreign money trade charges might have an effect on the NAV of the Fund and
the value of the Fund’s Shares. Devaluation of a foreign money by a rustic’s authorities
or banking authority would have a big impression on the worth of any investments denominated
in that foreign money.

 

Political
and Economic Risk.
The Fund is topic to overseas political and financial threat not related
with U.S. investments, that means that political occasions (civil unrest, nationwide elections, modifications
in political circumstances and overseas relations, imposition of trade controls and repatriation
restrictions), social and financial occasions (labor strikes, rising inflation) and pure disasters
occurring out of the country might trigger the Fund’s investments to expertise positive factors
or losses. The Fund additionally could possibly be unable to implement its possession rights or pursue authorized
treatments in international locations the place it invests.

 

Foreign
Market and Trading Risk
. The buying and selling markets for a lot of overseas securities aren’t as lively
as U.S. markets and will have much less governmental regulation and oversight. Foreign markets
additionally might have clearance and settlement procedures that make it tough for the Fund to
purchase and promote securities. The procedures and guidelines governing overseas transactions and custody
(holding of the Fund’s property) additionally might contain delays in fee, supply or restoration
of cash or investments. These components might lead to a loss to the Fund by inflicting the
Fund to be unable to get rid of an funding or to overlook a lovely funding alternative,
or by inflicting Fund property to be uninvested for some time period.

 

Geopolitical/Natural
Disaster Risks.
The Fund’s investments are topic to geopolitical and pure catastrophe dangers, comparable to warfare, terrorism, commerce
disputes, political or financial dysfunction inside some nations, public well being crises and associated geopolitical occasions, in addition to environmental
disasters, epidemics and/or pandemics, which can add to instability in world economies and volatility in markets. The impression could also be short-term
or might final for prolonged durations.

 

 

 

The
respiratory sickness COVID-19 attributable to a novel coronavirus has resulted in a world pandemic and main disruption to economies and markets
world wide, together with the United States. Financial markets have skilled excessive volatility and extreme losses, and buying and selling in
many devices has been disrupted. Liquidity for a lot of devices has been significantly diminished for durations of time. Some rates of interest
are very low and in some circumstances yields are unfavorable. Some sectors of the economic system and particular person issuers have skilled significantly
massive losses. These circumstances might proceed for an prolonged time period, and will have an effect on adversely the worth and liquidity of the
Fund’s investments.

 

Investment
Risk.
When you promote your Shares of the Fund, they could possibly be price lower than what you paid for them. The Fund might lose cash due
to short-term market actions and over longer durations throughout market downturns. Securities might decline in worth as a consequence of components affecting
securities markets usually or explicit asset courses or industries represented within the markets. The worth of a safety might decline
as a consequence of normal market circumstances, financial tendencies or occasions that aren’t particularly associated to the issuer of the safety or to components
that have an effect on a specific business or group of industries. During a normal downturn within the securities markets, a number of asset courses
could also be negatively affected. Therefore, you could lose cash by investing within the Fund.

 

IPO/SPAC/Reverse
Merger Risk.
The Fund might spend money on firms which have just lately accomplished an IPO, are derived from a SPAC, or end result from a Reverse
Merger. These firms could also be unseasoned and lack a buying and selling historical past, a observe report of reporting to traders, and extensively obtainable
analysis protection. IPOs and shares derived from SPACS or Reverse Mergers are thus usually topic to excessive value volatility and speculative
buying and selling. These shares might have above-average value appreciation in reference to the IPO or related transaction previous to the Fund’s
buy. The value of shares chosen might not proceed to understand and the efficiency of those shares might not replicate the efficiency
exhibited prior to now. In addition, IPOs and shares derived from SPACS or Reverse Mergers might share comparable illiquidity dangers of personal
fairness and enterprise capital. The free float shares held by the general public in an IPO and shares derived from SPACS or Reverse Mergers are sometimes
a small share of the market capitalization. The possession of many IPOs and shares derived from SPACS or Reverse Mergers usually contains
massive holdings by enterprise capital and personal fairness traders who search to promote their shares within the public market within the months following
an IPO or related transaction when shares restricted by lock-up are launched, inflicting larger volatility and doable downward strain
in the course of the time that locked-up shares are launched.

 

Management
Risk
. The Fund is actively-managed and will not meet its funding goal primarily based on the Adviser’s or Sub-Adviser’s
success or failure to implement funding methods for the Fund. The Adviser’s and Sub-Adviser’s evaluations and assumptions
relating to investments might not efficiently obtain the Fund’s funding goal given precise market tendencies. Absent uncommon circumstances
(e.g., the Adviser determines a special safety has increased liquidity however affords an identical funding profile as a really helpful safety),
the Adviser will usually observe Sub-Adviser’s funding suggestions to purchase, maintain, and promote securities and monetary devices.

 

Micro-,
Small-, and Mid-Capitalization Companies Risk
. Investing in securities of micro-, small-, and medium-capitalization firms includes
larger threat than usually is related to investing in bigger, extra established firms. These firms’ securities might
be extra risky and fewer liquid than these of extra established firms. Often micro-, small-, and medium-capitalization firms
and the industries through which they focus are nonetheless evolving and, in consequence, they might be extra delicate to altering market circumstances.

 

New
Sub-Adviser Risk.
Although the Sub-Adviser’s principals and the Fund’s portfolio managers have expertise managing investments
prior to now, the Sub-Adviser has no expertise managing investments for an ETF, which can restrict the Sub-Adviser’s effectiveness.
In addition, the Sub-Adviser at present has small employees and restricted sources, which can restrict its skill to proceed to supply sub-advisory
providers if key members turn into incapacitated.

 

New
Fund Risk.
The Fund is a just lately organized administration funding firm with restricted working historical past. As a end result, potential
traders have a restricted observe report or historical past on which to base their funding determination. There may be no assurance that the Fund
will develop to or preserve an economically viable measurement.

 

 

 

Non-Diversification
Risk.
Because the Fund is non-diversified, it might be extra delicate to financial, enterprise, political or different modifications affecting particular person
issuers or investments than a diversified fund, which can lead to larger fluctuation within the worth of the Fund’s Shares and larger
threat of loss.

 

Quantitative
Security Selection Risk.
Data for some issuers could also be much less obtainable and/or much less present than knowledge for issuers in different markets.
Sub-Adviser makes use of quantitative fashions along with basic evaluation, and its processes could possibly be adversely affected if misguided
or outdated knowledge is utilized. In addition, securities chosen utilizing a quantitative mannequin might carry out in another way from the monetary
markets as an entire because of the traits used within the evaluation, the burden positioned on every attribute and modifications within the
attribute’s historic tendencies. The components utilized in these analyses might not be predictive of a safety’s worth and its
effectiveness can change over time. These modifications might not be mirrored within the quantitative fashions.

 

Technology
Sector Risk.
The Fund may have publicity to firms working within the expertise sector. Technology firms, together with info
expertise firms, might have restricted product traces, monetary sources and/or personnel. Technology firms sometimes face intense
competitors and doubtlessly speedy product obsolescence. They are additionally closely depending on mental property rights and could also be adversely
affected by the loss or impairment of these rights.

 

Fund
Management

 

Investment
Adviser

 

Empowered
Funds, LLC acts because the Fund’s funding adviser. The Adviser is positioned at 213 Foxcroft Road, Broomall, PA 19008 and is wholly-owned
by Alpha Architect LLC. The Adviser is registered with the Securities and Exchange Commission (“SEC”) below the Investment
Advisers Act of 1940 and offers funding advisory providers solely to the Fund and different exchange-traded funds. The Adviser was based
in October, 2013.

 

The
Adviser is answerable for overseeing the administration and enterprise affairs of the Fund, and has discretion to buy and promote securities
in accordance with the Fund’s targets, insurance policies and restrictions. The Adviser constantly evaluations, supervises and administers
the Fund’s funding applications pursuant to the phrases of funding advisory settlement (the “Advisory Agreement”) between
the Trust and the Adviser. Because the Fund has not commenced operations previous to the date of this Prospectus, the Adviser didn’t obtain
a price over the past fiscal yr. The Adviser is entitled to obtain the next Advisory Fee: [      ]% (annual price as a share of
common every day internet property).

 

The
Adviser (or an affiliate of the Adviser) bears all the Adviser’s personal prices related to offering these advisory providers
and all bills of the Fund, aside from the price fee below the Advisory Agreement, funds below the Fund’s Rule 12b-1 Distribution
and Service Plan (the “Plan”), brokerage bills, acquired fund charges and bills, taxes (together with tax-related providers),
curiosity (together with borrowing prices), litigation expense (together with class action-related providers), and different non-routine or extraordinary
bills.

 

The
Advisory Agreement for the Fund offers that it might be terminated at any time, with out the fee of any penalty, by the Board or,
with respect to the Fund, by a majority of the excellent shares of the Fund, on 60 days’ written discover to the Adviser, and by
the Adviser upon 60 days’ written discover, and that it shall be robotically terminated whether it is assigned.

 

 

 

Investment
Sub-Adviser

 

Sub-Adviser:
The Adviser has retained New Gen Minting, LLC, an funding adviser registered with the SEC, to supply sub-advisory providers for the
Fund. Sub-Adviser is organized as a Delaware restricted legal responsibility firm with its principal workplaces positioned at 5232 236th Place SE, Issaquah,
WA 98029, and was based in 2021. The Sub-Adviser affords funding administration providers to the Fund, and is primarily concerned in deciding on
of investments and weighting of portfolio securities concerned within the cryptocurrency mining area. The Sub-Adviser is managed by veterans
of the cryptocurrency mining business, together with expertise as self-mining operators and internet hosting providers. The Sub-Advisor staff members
are advocates for ESG insurance policies throughout industries. Sub-Adviser is answerable for recommending the investments for the Fund, topic to
the general supervision and oversight of the Adviser and the Board.

 

The
Sub-Adviser will carry out its providers as a non-discretionary sub-adviser, which implies that the Sub-Adviser won’t be answerable for
deciding on brokers or putting the Fund’s trades. Rather, the Sub-Adviser will present commerce suggestions to the Adviser and,
in flip, the Adviser might be answerable for deciding on brokers and putting the Fund’s trades. It is anticipated that the Adviser
will usually adhere to the Sub-Adviser’s suggestions.

 

For
its providers, the Adviser pays Sub-Adviser a price, which is calculated every day and paid month-to-month, at an annual price primarily based on the Fund’s
common every day internet property as follows: [ ]% (annual price as a share of common every day internet property).

 

Fund
Sponsor

 

The
Adviser has entered right into a fund sponsorship settlement with the Sub-Adviser, below which the Sub-Adviser assumes the Adviser’s obligation
to pay a few of the Fund’s bills, together with its personal sub-advisory price. Although the Sub-Adviser has agreed to be answerable for
paying a few of the Fund’s bills, the Adviser retains the last word obligation to the Fund to pay them. The Sub-Adviser may even
present advertising and marketing assist for the Fund, together with getting ready advertising and marketing supplies associated to the Fund. For these providers and funds,
the Sub-Adviser is entitled to share within the potential income generated by the administration and operation of the Fund.

 

Approval
of Advisory Agreement & Investment Sub-Advisory Agreement

 

A
dialogue relating to the idea for the Board’s approval of the Advisory Agreement and the sub-advisory settlement with respect to
the Fund might be made obtainable within the Fund’s annual report or semi-annual report.

 

Portfolio
Managers

 

The
portfolio managers are collectively and primarily answerable for numerous capabilities associated to portfolio administration, together with, however not restricted
to, making suggestions (or implementing) with respect to the next: investing money inflows, implementing funding technique,
researching and reviewing funding technique, and overseeing members of the portfolio administration staff with extra restricted obligations.

 

Mr.
Wes Fulford has been portfolio supervisor of the Fund since its inception. He has additionally been Chief Executive Officer of the Sub-Advisor since
its inception. Mr. Fulford is the previous CEO and Director of Bitfarms Ltd., a big publicly-traded cryptocurrency mining firm.

 

Mr.
Fulford has been a daily presenter at main North American and international conferences. Prior to becoming a member of Bitfarms, Mr. Fulford spent 15
years in funding banking and asset administration, based totally in Toronto, Canada. Most just lately, Mr. Fulford led the Fintech and
FIG funding banking follow for one among Canada’s largest monetary establishments, Desjardins Group. During his profession as an funding
banker, Mr. Fulford was straight concerned in financing and mergers & acquisition transactions. Mr. Fulford is a CFA® Charterholder
and a member of the Young Presidents’ Organization.

 

Mr.
Brandon Koepke has been portfolio supervisor of the Fund since its inception. Mr. Koepke has suggested on buying and selling and execution issues for
the Adviser since January 2017, the place he heads the buying and selling division and assists in quantitative analysis. Prior to Mr. Koepke’s
tenure with the Adviser, Mr. Koepke was a software program engineer for Amazon. Mr. Koepke has a B.Sc in Computer Science and a B.Comm specializing
in Finance from the University of Calgary. A B.Com diploma is an undergraduate diploma in commerce and associated topics. He can be a CFA®
Charterholder. Mr. Koepke is answerable for implementing the Fund’s funding methods.

 

 

 

The
Fund’s SAI offers further details about the portfolio managers, together with different accounts every manages, their possession
within the Fund, and compensation.

 

Other
Service Providers

 

Quasar
Distributors, LLC (“Distributor”) serves because the distributor of Creation Units (outlined above) for the Fund on an company foundation.
The Distributor doesn’t preserve a secondary market in Shares.

 

U.S.
Bancorp Fund Services, LLC, doing enterprise as U.S. Bank Global Fund Services, is the administrator, fund accountant, and switch agent
for the Fund.

 

U.S.
Bank National Association is the custodian for the Fund.

 

Pellegrino,
LLC, 303 West Lancaster Avenue, Suite 302, Wayne, PA 19087, serves as authorized counsel to the Trust.

 

[       
], serves because the Fund’s impartial registered public accounting agency. The impartial registered public accounting agency is accountable
for auditing the annual monetary statements of the Fund.

 

The
Exchange

 

Shares
of the Fund aren’t sponsored, endorsed or promoted by the Exchange. The Exchange isn’t answerable for, nor has it participated, in
the willpower of the timing of, costs of, or portions of Shares of the Fund to be issued, nor within the willpower or calculation
of the equation by which the Shares are redeemable. The Exchange has no obligation or legal responsibility to house owners of the Shares of the Fund in
reference to the administration, advertising and marketing or buying and selling of the Shares of the Fund. Without limiting any of the foregoing, in no occasion
shall the Exchange have any legal responsibility for any direct, oblique, particular, punitive, consequential or some other damages (together with misplaced
income) even when notified of the potential of such damages.

 

Buying
and Selling Fund Shares

 

Shares
might be issued or redeemed by the Fund at NAV per Share solely in Creation Units of [10,000] Shares. Creation Units are usually issued
and redeemed solely in-kind for securities though a portion could also be in money.

 

Shares
will commerce on the secondary market, nonetheless, which is the place most retail traders will purchase and promote Shares. It is anticipated that solely
a restricted variety of institutional traders, referred to as Authorized Participants or “APs,” will buy and redeem Shares straight
from the Fund. APs might purchase Shares straight from the Fund, and APs might tender their Shares for redemption on to the Fund, at
NAV per Share solely in massive blocks, or Creation Units. Purchases and redemptions straight with the Fund should observe the Fund’s
procedures, that are described within the SAI.

 

Except
when aggregated in Creation Units, Shares aren’t redeemable with the Fund.

 

Buying
and Selling Shares on the Secondary Market

 

Most
traders will purchase and promote Shares in secondary market transactions by way of brokers and, due to this fact, should have a brokerage account to
purchase and promote Shares. Shares may be purchased or bought by way of your dealer all through the buying and selling day like shares of any publicly traded issuer.
The Trust doesn’t impose any redemption charges or restrictions on redemptions of Shares within the secondary market. When shopping for or promoting
Shares by way of a dealer, you’ll incur customary brokerage commissions and fees, and you could pay some or all the unfold between
the bid and the provided costs within the secondary marketplace for Shares. The value at which you purchase or promote Shares (i.e., the market
value) could also be kind of than the NAV of the Shares. Unless imposed by your dealer, there is no such thing as a minimal greenback quantity you could make investments
within the Fund and no minimal variety of Shares you could purchase.

 

 

 

Shares
of the Fund might be listed on the Exchange below the next image:

 

Fund   Trading Symbol
Viridi ESG Crypto Mining ETF   [TICKER]

 

The
Exchange is usually open Monday by way of Friday and is closed for weekends and the next holidays: New Year’s Day, Martin
Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas
Day.

 

For
details about shopping for and promoting Shares on the Exchange or within the secondary markets, please contact your dealer or supplier.

 

Book
Entry.
Shares are held in e-book entry kind, which implies that no inventory certificates are issued. The Depository Trust Company (“DTC”),
or its nominee, would be the registered proprietor of all excellent Shares of the Fund and is acknowledged because the proprietor of all Shares. Participants
in DTC embrace securities brokers and sellers, banks, belief firms, clearing companies and different establishments that straight or
not directly preserve a custodial relationship with DTC. As a useful proprietor of Shares, you aren’t entitled to obtain bodily supply
of inventory certificates or to have Shares registered in your title, and you aren’t thought of a registered proprietor of Shares. Therefore,
to train any proper as an proprietor of Shares, you could depend on the procedures of DTC and its individuals. These procedures are the identical
as those who apply to any shares that you just maintain in e-book entry or “avenue title” by way of your brokerage account. Your account
info might be maintained by your dealer, which is able to offer you account statements, confirmations of your purchases and gross sales
of Shares, and tax info. Your dealer additionally might be answerable for distributing earnings dividends and capital acquire distributions
and for guaranteeing that you just obtain shareholder experiences and different communications from the Fund.

 

Share
Trading Prices.
The buying and selling costs of the Fund’s Shares might differ from the Fund’s every day NAV and may be affected by market
forces of provide and demand for the Fund’s Shares, the costs of the Fund’s portfolio securities, financial circumstances and
different components.

 

The
Exchange by way of the amenities of the Consolidated Tape Association or one other market info supplier intends to disseminate the
approximate worth of the Fund’s portfolio each fifteen seconds. This approximate worth shouldn’t be considered as a “real-time”
replace of the NAV of the Fund as a result of the approximate worth might not be calculated in the identical method because the NAV, which is computed as soon as
a day. The quotations for sure investments might not be up to date throughout U.S. buying and selling hours if such holdings don’t commerce within the U.S.,
besides such quotations could also be up to date to mirror foreign money fluctuations. The Fund isn’t concerned in, or answerable for, the calculation
or dissemination of the approximate values and makes no guarantee as to the accuracy of those values.

 

Continuous
Offering.
The technique by which Creation Units of Shares are created and traded might elevate sure points below relevant securities
legal guidelines. Because new Creation Units of Shares are issued and bought by the Fund on an ongoing foundation, a “distribution,” as such
time period is used within the Securities Act, might happen at any level. Broker-dealers and different individuals are cautioned that some actions on their
half might, relying on the circumstances, end result of their being deemed individuals in a distribution in a fashion which might render
them statutory underwriters and topic them to the prospectus supply necessities and legal responsibility provisions of the Securities Act.
For instance, a broker-dealer agency or its consumer could also be deemed a statutory underwriter if it takes Creation Units after putting an order
with the Distributor, breaks them down into constituent Shares and sells the Shares on to clients or if it chooses to couple
the creation of a provide of latest Shares with an lively promoting effort involving solicitation of secondary market demand for Shares. A
willpower of whether or not one is an underwriter for functions of the Securities Act should bear in mind all of the information and circumstances
pertaining to the actions of the broker-dealer or its consumer within the explicit case, and the examples talked about above shouldn’t be
thought of an entire description of all of the actions that would result in a characterization as an underwriter.

 

 

 

Broker-dealer
companies must also notice that sellers who aren’t “underwriters” however are effecting transactions in Shares, whether or not or not collaborating
within the distribution of Shares, are usually required to ship a prospectus. This is as a result of the prospectus supply exemption in Section 4(a)(3)
of the Securities Act isn’t obtainable in respect of such transactions because of Section 24(d) of the Investment Company Act
of 1940, as amended (the “Investment Company Act”). As a end result, broker-dealer companies ought to notice that sellers who aren’t
“underwriters” however are collaborating in a distribution (as contrasted with participating in extraordinary secondary market transactions)
and thus coping with the Shares which are a part of an overallotment inside the that means of Section 4(a)(3)(C) of the Securities Act, will
be unable to reap the benefits of the prospectus supply exemption supplied by Section 4(a)(3) of the Securities Act. For supply of prospectuses
to trade members, the prospectus supply mechanism of Rule 153 below the Securities Act is just obtainable with respect to transactions
on a nationwide trade.

 

Active
Investors and Market Timing

 

The
Board has evaluated the dangers of market timing actions by the Fund’s shareholders. The Board famous that the Fund’s Shares
may be bought and redeemed straight from the Fund solely in Creation Units by APs and that the overwhelming majority of buying and selling within the Fund’s
Shares happens on the secondary market. Because the secondary market trades don’t straight contain the Fund, it’s unlikely these trades
would trigger the dangerous results of market timing, together with dilution, disruption of portfolio administration, will increase within the Fund’s
buying and selling prices and the belief of capital positive factors. With regard to the acquisition or redemption of Creation Units straight with the Fund,
to the extent effected in-kind (i.e., for securities), the Board famous that these trades don’t trigger the dangerous results (as
beforehand famous) which will end result from frequent money trades. To the extent trades are effected in entire or partially in money, the Board
famous that these trades might lead to dilution to the Fund and elevated transaction prices, which might negatively impression the Fund’s
skill to attain its funding goal, though in sure circumstances (e.g., along with a rebalance of the Fund’s
investments), such trades might profit Fund shareholders by growing the tax effectivity of the Fund. The Board additionally famous that direct
buying and selling by APs is essential to making sure that the Fund’s Shares commerce at or near NAV. In addition, the Fund will impose transaction
charges on purchases and redemptions of Shares to cowl the custodial and different prices incurred by the Fund in effecting trades. Given this
construction, the Board decided that it’s not essential to undertake insurance policies and procedures to detect and deter market timing of the Fund’s
Shares.

 

Distribution
and Service Plan

 

The
Fund has adopted the Plan pursuant to Rule 12b-1 below the Investment Company Act. Under the Plan, the Fund could also be approved to pay
distribution charges of as much as 0.25% of its common every day internet property every year to the Distributor and different companies that present distribution
and shareholder providers (“Service Providers”). As of the date of this Prospectus, the utmost quantity payable below the Plan
is ready at 0% till additional motion by the Board. In the occasion 12b-1 charges are charged, over time they might improve the price of an funding
within the Fund as a result of they might be paid on an ongoing foundation.

 

Net
Asset Value

 

The
NAV of Shares is calculated every enterprise day as of the shut of normal buying and selling on the New York Stock Exchange (“NYSE”),
usually 4:00 p.m., Eastern time.

 

The
Fund calculates its NAV per Share by:

 

Taking
the present market worth of its complete property,

 

Subtracting
any liabilities, and

 

Dividing
that quantity by the overall variety of Shares owned by shareholders.

 

 

 

If
you purchase or promote Shares on the secondary market, you’ll pay or obtain the market value, which can be increased or decrease than NAV. Your
transaction might be priced at NAV solely if you are going to buy or redeem your Shares in Creation Units.

 

Equity
securities which are traded on a nationwide securities trade, besides these listed on the NASDAQ Global Market® (“NASDAQ”)
are valued on the final reported sale value on the trade on which the safety is principally traded. Securities traded on NASDAQ will
be valued on the NASDAQ Official Closing Price (“NOCP”). If, on a specific day, an exchange-traded or NASDAQ safety does
not commerce, then the latest quoted bid for trade traded or the imply between the latest quoted bid and ask value for NASDAQ
securities might be used. Equity securities that aren’t traded on a listed trade are usually valued on the final sale value within the
over-the-counter market. If a nonexchange traded safety doesn’t commerce on a specific day, then the imply between the final quoted closing
bid and requested value might be used.

 

Redeemable
securities issued by open-end funding firms are valued on the funding firm’s relevant internet asset worth, with the
exception of exchange-traded open-end funding firms that are priced as fairness securities.

 

If
a market value isn’t available or is deemed to not mirror market worth, the Fund will decide the value of the safety held
by the Fund primarily based on a willpower of the safety’s truthful worth pursuant to insurance policies and procedures accredited by the Board.

 

To
the extent the Fund holds securities which will commerce occasionally, truthful valuation could also be used extra often. Fair valuation might have
the impact of decreasing stale pricing arbitrage alternatives offered by the pricing of Shares. However, when the Fund makes use of truthful valuation
to cost securities, it might worth these securities increased or decrease than one other fund would have priced the safety. Also, using
truthful valuation might trigger the Shares’ NAV efficiency to diverge from the Shares’ market value and from the efficiency of
numerous benchmarks used to match the Fund’s efficiency as a result of benchmarks usually don’t use truthful valuation strategies. Because
of the judgment concerned in truthful valuation choices, there may be no assurance that the worth ascribed to a specific safety is correct.

 

Fund
Website and Disclosure of Portfolio Holdings

 

The
Trust maintains an internet site for the Fund at www.viridifunds.com. Among different issues, the web site contains this Prospectus and the SAI,
and can embrace the Fund’s holdings, the Fund’s final annual and semi-annual experiences (when obtainable). The web site will present
the Fund’s every day NAV per share, market value, and premium or low cost, every as of the prior enterprise day. The web site may even
present the extent and frequency of the Fund’s premiums and reductions. Further, the web site will embrace the Fund’s median bid-ask
unfold over the latest thirty calendar days.

 

Each
day the Fund is open for enterprise, the Trust publicly disseminates the Fund’s full portfolio holdings as of the shut of the earlier
day by way of its web site at www.viridifunds.com. An outline of the Trust’s insurance policies and procedures with respect to the disclosure
of the Fund’s portfolio holdings is out there within the Fund’s SAI.

 

Investments
by Other Investment Companies

 

For
functions of the Investment Company Act, Shares are issued by a registered funding firm and purchases of such Shares by registered
funding firms and corporations counting on Section 3(c)(1) or 3(c)(7) of the Investment Company Act are topic to the restrictions
set forth in Section 12(d)(1) of the Investment Company Act, besides as permitted by Rule 6c-11, Rule 12d1-4, or an exemptive order of
the SEC.

 

 

 

Dividends,
Distributions, and Taxes  

 

As
with any funding, you need to take into account how your funding in Shares might be taxed. The tax info on this Prospectus is supplied
as normal info. You ought to seek the advice of your personal tax skilled concerning the tax penalties of an funding in Shares.

 

Unless
your funding in Shares is made by way of a tax-exempt entity or tax-deferred retirement account, comparable to an IRA plan, you might want to be
conscious of the doable tax penalties when:

 

Your
Fund makes distributions,

 

You
promote your Shares listed on the Exchange, and

 

You
buy or redeem Creation Units.

 

Dividends
and Distributions

 

Dividends
and Distributions
. The Fund intends to elect and qualify to be handled every year as a regulated funding firm below the Internal
Revenue Code of 1986, as amended. As a regulated funding firm, the Fund usually pays no federal earnings tax on the earnings and
positive factors it distributes to you. The Fund expects to declare and to distribute its internet funding earnings, if any, to shareholders as dividends
quarterly. The Fund will distribute internet realized capital positive factors, if any, at the very least yearly. The Fund might distribute such earnings dividends
and capital positive factors extra often, if mandatory, in an effort to scale back or eradicate federal excise or earnings taxes on the Fund. The quantity
of any distribution will differ, and there’s no assure the Fund can pay both an earnings dividend or a capital positive factors distribution.
Distributions could also be reinvested robotically in further entire Shares provided that the dealer by way of whom you bought Shares makes such
possibility obtainable.

 

Avoid
“Buying a Dividend.”
At the time you buy Shares of the Fund, the Fund’s NAV might mirror undistributed earnings,
undistributed capital positive factors, or internet unrealized appreciation in worth of portfolio securities held by the Fund. For taxable traders,
a subsequent distribution to you of such quantities, though constituting a return of your funding, could be taxable. Buying Shares
within the Fund simply earlier than it declares an earnings dividend or capital positive factors distribution is typically often known as “shopping for a dividend.”

 

Taxes

 

Tax
Considerations
. The Fund expects, primarily based on its funding goal and methods, that its distributions, if any, might be taxable
as extraordinary earnings, capital acquire, or some mixture of each. This is true whether or not you reinvest your distributions in further Shares
or obtain them in money. For federal earnings tax functions, Fund distributions of short-term capital positive factors are taxable to you as extraordinary
earnings. Fund distributions of long-term capital positive factors are taxable to you as long-term capital acquire regardless of how lengthy you may have owned
your Shares. A portion of earnings dividends reported by the Fund could also be certified dividend earnings eligible for taxation by particular person
shareholders at long-term capital acquire charges supplied sure holding interval necessities are met.

 

Taxes
on Sales of Shares
. A sale or trade of Shares is a taxable occasion and, accordingly, a capital acquire or loss could also be acknowledged. Currently,
any capital acquire or loss realized upon a sale of Shares usually is handled as long-term capital acquire or loss if the Shares have been
held for multiple yr and as short-term capital acquire or loss if the Shares have been held for one yr or much less. The skill to
deduct capital losses could also be restricted.

 

Medicare
Tax
. An further 3.8% Medicare tax is imposed on sure internet funding earnings (together with extraordinary dividends and capital acquire distributions
acquired from the Fund and internet positive factors from redemptions or different taxable inclinations of Shares) of U.S. people, estates and trusts
to the extent that such particular person’s “modified adjusted gross earnings” (within the case of a person) or “adjusted
gross earnings” (within the case of an property or belief) exceeds a threshold quantity. This Medicare tax, if relevant, is reported by
you on, and paid with, your federal earnings tax return.

 

 

 

Backup
Withholding
. By legislation, if you don’t present the Fund together with your correct taxpayer identification quantity and sure required certifications,
you could be topic to backup withholding on any distributions of earnings, capital positive factors or proceeds from the sale of your Shares. The
Fund additionally should withhold if the Internal Revenue Service (“IRS”) instructs it to take action. When withholding is required, the
quantity might be 24% of any distributions or proceeds paid.

 

State
and Local Taxes
. Fund distributions and positive factors from the sale or trade of your Shares usually are topic to state and native taxes.

 

Taxes
on Purchase and Redemption of Creation Units
. An AP who exchanges fairness securities for Creation Units usually will acknowledge a
acquire or a loss. The acquire or loss might be equal to the distinction between the market worth of the Creation Units on the time of buy
and the exchanger’s combination foundation within the securities surrendered and the money quantity paid. An individual who exchanges Creation Units
for fairness securities usually will acknowledge a acquire or loss equal to the distinction between the exchanger’s foundation within the Creation
Units and the combination market worth of the securities acquired and the money quantity acquired. The IRS, nonetheless, might assert {that a} loss
realized upon an trade of securities for Creation Units can’t be deducted at present below the foundations governing “wash gross sales,”
or on the idea that there was no important change in financial place. Persons exchanging securities ought to seek the advice of their very own
tax advisor with respect as to whether the wash sale guidelines apply and when a loss is perhaps deductible.

 

Under
present federal tax legal guidelines, any capital acquire or loss realized upon redemption of Creation Units is usually handled as long-term capital
acquire or loss if the Shares have been held for multiple yr and as a short-term capital acquire or loss if the Shares have been held
for one yr or much less.

 

If
the Fund redeems Creation Units in money, it might acknowledge extra capital positive factors than it is going to if it redeems Creation Units in-kind.

 

Foreign
Tax Credits
. If the Fund qualifies to go by way of to you the tax advantages from overseas taxes it pays on its investments, and elects
to take action, then any overseas taxes it pays on these investments could also be handed by way of to you as a overseas tax credit score.

 

Non-U.S.
Investors
. Non-U.S. traders could also be topic to U.S. withholding tax at a 30% or decrease treaty price and U.S. property tax and are topic
to particular U.S. tax certification necessities to keep away from backup withholding and declare any treaty advantages. An exemption from U.S. withholding
tax is supplied for capital acquire dividends paid by the Fund from long-term capital positive factors, if any. The exemptions from U.S. withholding
for interest-related dividends paid by the Fund from its certified internet curiosity earnings from U.S. sources and short-term capital acquire
dividends have expired for taxable years of the Fund that start on or after January 1, 2014. It is unclear as of the date of this prospectus
whether or not Congress will reinstate the exemptions for interest-related and short-term capital acquire dividends or, if reinstated, whether or not
such exemptions would have retroactive impact. However, however such exemptions from U.S. withholding on the supply, any such
dividends and distributions of earnings and capital positive factors might be topic to backup withholding at a price of 24% for those who fail to correctly
certify that you’re not a U.S. particular person.

 

Other
Reporting and Withholding Requirements
. Under the Foreign Account Tax Compliance Act (FATCA), the Fund might be required to withhold
a 30% tax on (a) earnings dividends paid by the Fund, and (b) sure capital acquire distributions and the proceeds arising from the sale
of Shares paid by the Fund, to sure overseas entities, known as overseas monetary establishments or non-financial overseas entities,
that fail to conform (or be deemed compliant) with in depth new reporting and withholding necessities designed to tell the U.S. Department
of the Treasury of US-owned overseas funding accounts. The Fund might disclose the knowledge that it receives from its shareholders
to the IRS, non-U.S. taxing authorities or different events as essential to adjust to FATCA. Withholding additionally could also be required if a overseas
entity that could be a shareholder of the Fund fails to supply the Fund with applicable certifications or different documentation regarding
its standing below FATCA.

 

 

 

Possible
Tax Law Changes
. At the time that this prospectus is being ready, the coronavirus and COVID-19 are affecting the United States.
Various administrative and legislative modifications to the federal tax legal guidelines are into consideration, however it’s not doable right now to
decide whether or not any of those modifications might be made or what the modifications would possibly entail.

 

This
dialogue of “Dividends, Distributions, and Taxes” isn’t supposed or written for use as tax recommendation. Because everybody’s
tax state of affairs is exclusive, you need to seek the advice of your tax skilled about federal, state, native or overseas tax penalties earlier than making
an funding within the Fund.

 

Financial
Highlights

 

The
Fund is newly organized and due to this fact has not but had any operations as of the date of this Prospectus and doesn’t have monetary highlights
to current right now.

 

If
you want to extra details about the Fund and the Trust, the next paperwork can be found free, upon request:

 

Annual/Semi-Annual
Reports to Shareholders

 

Additional
details about the Fund might be in its annual and semi-annual experiences to shareholders, when obtainable. The annual report will clarify
the market circumstances and funding methods affecting the Fund’s efficiency over the past fiscal yr.

 

Statement
of Additional Information

 

The
SAI dated                     , 2021, which comprises extra particulars concerning the Fund, is integrated by reference in its entirety into this
Prospectus, which implies that it’s legally a part of this Prospectus.

 

To
obtain a free copy of the newest annual or semi-annual report, when obtainable, or the SAI, or to request further details about
the Fund, please contact us as follows:

 

Call: (215) 882-9983
   
Write: 213 Foxcroft Road
Broomall, PA 19008
   
Visit: www.viridifunds.com

 

PAPER
COPIES

 

Please
notice that paper copies of the Fund’s shareholder experiences will usually not be despatched, except you particularly request paper copies
of the Fund’s experiences out of your monetary middleman, comparable to a broker-dealer or financial institution. Instead, the experiences might be made obtainable
on the Fund’s web site, and you’ll be notified by mail every time a report is posted and supplied with an internet site hyperlink to entry
the report.

 

You
might elect to obtain all future Fund experiences in paper freed from cost. Please contact your monetary middleman to tell them that
you want to proceed receiving paper copies of Fund shareholder experiences and for particulars about whether or not your election to obtain experiences
in paper will apply to all funds held together with your monetary middleman.

 

Information
Provided by the Securities and Exchange Commission

 

Information
concerning the Fund, together with its experiences and the SAI, has been filed with the SEC. It may be reviewed on the EDGAR database on the SEC’s
web website (http://www.sec.gov). You can even request copies of those supplies, upon fee of a duplicating price, by digital
request on the SEC’s e-mail tackle ([email protected]) or by calling the SEC at (202) 551-8090.

 

Investment
Company Act File No. 811-22961.

 

 

  

Subject to Completion—Dated ______________,
2021

 

The info on this Statement of
Additional Information isn’t full and could also be modified. We might not promote these securities till the registration assertion filed
with the Securities and Exchange Commission is efficient. This Statement of Additional Information isn’t a suggestion to promote these
securities and isn’t soliciting a suggestion to purchase these securities in any state the place the provide or sale isn’t permitted.

 

STATEMENT OF ADDITIONAL INFORMATION

[Date]

 

ALPHA ARCHITECT ETF TRUST

 

VIRIDI ESG CRYPTO MINING ETF

 

This Statement of Additional Information (“SAI”)
describes the Viridi ESG Crypto Mining ETF (the “Fund”), a collection of the Alpha Architect ETF Trust (the “Trust”).
Shares of the Fund might be listed and traded on [ ]. (the “Exchange”). Empowered Funds, LLC (the “Adviser”)
serves because the funding adviser to the Fund, and New Gen Minting, LLC (“Sub-Adviser”), serves as sub-adviser to the
Fund. Quasar Distributors, LLC (the “Distributor”) serves because the Distributor for the Fund.

 

Shares of the Fund are neither assured nor insured by
the U.S. Government.

 

This SAI, dated [Date] as supplemented sometimes, is
not a prospectus. It needs to be learn along with the Fund’s Prospectus, dated [Date] as supplemented from time to
time, which contains this SAI by reference. Capitalized phrases used herein that aren’t outlined have the identical that means as in
the Prospectus, except in any other case famous. A duplicate of the Prospectus could also be obtained with out cost by writing to the Distributor,
calling (215) 882-9983 or visiting www.viridifunds.com.

 

 

Table of Contents

 

 

 

GLOSSARY

 

The following phrases are used all through this SAI, and have the
meanings used under (notice that numerous different phrases are outlined within the textual content of this SAI):

 

1933 Act” means the Securities Act
of 1933, as amended.

 

1934 Act” means the Securities Exchange
Act of 1934, as amended.

 

Authorized Participant” means a broker-dealer
or different participant within the Continuous Net Settlement System of the National Securities Clearing Corporation (NSCC) or a participant
in DTC with entry to the DTC system, and who has executed an settlement with the Distributor that governs transactions within the Fund’s
Creation Units.

 

Balancing Amount” means an quantity
equal to the distinction between the NAV of a Creation Unit and the market worth of the In-Kind Creation (or Redemption) Basket,
used to make sure that the NAV of a Fund Deposit (or Redemption) (apart from the Transaction Fee), is similar to the NAV of the
Creation Unit being bought.

 

Board” or “Trustees
means the Board of Trustees of the Trust.

 

Business Day” means any day on which
the Trust is open for enterprise.

 

Adviser” means Empowered Funds, LLC.

 

Cash Component” means an quantity of
money consisting of a Balancing Amount calculated in reference to creations.

 

Cash Redemption Amount” means an
amount of money consisting of a Balancing Amount calculated in reference to redemptions.

 

Code” means the Internal Revenue
Code of 1986, as amended.

 

Creation Unit” means an aggregation
of [10,000] Shares that the Fund points and redeems on a steady foundation at NAV. Shares won’t be issued or redeemed besides
in Creation Units.

 

Distributor” means Quasar Distributors,
LLC.

 

Dodd-Frank Act” means the Dodd-Frank
Wall Street Reform and Consumer Protection Act.

 

DTC” means the Depository Trust Company.

 

Exchange” means [    ]

 

ETF” means an exchange-traded fund.

 

FINRA” means the Financial Industry
Regulatory Authority.

 

Fund” means the collection of the Trust
described on this SAI: Viridi ESG Crypto Mining ETF.

 

Fund Deposit” means the In-Kind Creation
Basket and Cash Component mandatory to buy a Creation Unit from the Fund.

 

Fund Redemption” means the In-Kind
Redemption Basket and Cash Redemption Amount acquired in reference to the redemption of a Creation Unit.

 

In-Kind Creation Basket” means the
basket of securities to be deposited to buy Creation Units of the Fund.

 

 

In-Kind Redemption Basket” means
the basket of securities a shareholder will obtain upon redemption of a Creation Unit.

 

Investment Company Act” means the
Investment Company Act of 1940, as amended.

 

IRS” means the Internal Revenue Service.

 

NAV” means the online asset worth of
the Fund.

 

NSCC” means the National Securities
Clearing Corporation.

 

‘‘NYSE’’ means the New
York Stock Exchange, Inc.

 

Prospectus” means the Fund’s
Prospectus, dated [Date], as amended and supplemented sometimes.

 

SAI” means this Statement of Additional
Information, dated [Date], as amended and supplemented sometimes.

 

SEC” means the United States Securities
and Exchange Commission.

 

Shares” means the shares of the Fund.

 

Sub-Adviser” means New Gen Minting,
LLC dba Viridi Funds

 

Transaction Fee” is a price which will
be imposed to compensate the Trust or its custodian for prices incurred in reference to transactions for Creation Units. The
Transaction Fee, when relevant, is comprised of a flat (or customary) price and will embrace a variable price. For the Transaction
Fees relevant to the Fund, see “Transaction Fees” on this SAI.

 

Trust” means the Alpha Architect
ETF Trust, a Delaware statutory belief.

 

TRUST AND FUND OVERVIEW

 

The Trust is a Delaware statutory belief shaped on October 11,
2013. The Trust is an open-end administration funding firm registered below the Investment Company Act. The
funding goal of the Fund is to hunt capital appreciation
. The providing of the Shares is registered below the 1933
Act.

 

As of the date of this SAI, the Trust consists of [    ] portfolios.
This SAI relates solely to the next Fund: Viridi ESG Crypto Mining ETF.

 

Diversification

 

The Fund is a non-diversified ETF.

 

The Fund affords and points Shares at NAV solely in aggregations
of a specified variety of Shares along with the deposit of a specified money fee, or, in sure circumstances, for an all
money fee. Shares of the Fund might be listed and traded on the Exchange. Shares will commerce on the Exchange at market costs
that could be under, at, or above NAV.

 

Unlike mutual funds, Shares aren’t individually redeemable
securities. Rather, the Fund points and redeems Shares on a steady foundation at NAV, solely in Creation Units of [10,000] Shares,
which quantity could also be modified sometimes.

 

 

In the occasion of creations and redemptions, Transaction Fees
could also be imposed. Such charges are restricted in accordance with necessities of the SEC relevant to administration funding firms
providing redeemable securities. Some of the knowledge contained on this SAI and the Prospectus — comparable to details about
buying and redeeming Shares from the Fund and Transaction Fees — isn’t related to most retail traders as a result of it
applies solely to transactions for Creation Units and most retail traders don’t transact for Creation Units.

 

Once created, Shares usually commerce within the secondary market,
at market costs that change all through the day, in quantities lower than a Creation Unit. Investors buying Shares within the secondary
market by way of a brokerage account or with the help of a dealer could also be topic to brokerage commissions and fees.

 

EXCHANGE LISTING AND TRADING

 

Shares of the Fund might be listed and traded on the Exchange.
Shares commerce on the Exchange or in secondary markets at costs which will differ from their NAV, as a result of such costs could also be affected
by market forces (comparable to provide and demand for Shares). As is the case of different securities traded on an trade, once you purchase
or promote Shares on the Exchange or within the secondary markets your dealer will usually cost you a fee or different transaction
fees. Further, the Trust reserves the precise to regulate the value of Shares sooner or later to take care of handy buying and selling ranges
for traders (particularly, to take care of a value per Share that’s enticing to traders) by share splits or reverse share splits,
which might don’t have any impact on the NAV.

 

There may be no assurance that the necessities of the Exchange
mandatory to take care of the itemizing of Shares of the Fund will proceed to be met. The Exchange might, however isn’t required to, take away
the Shares of the Fund from itemizing if: (i) following the preliminary 12-month interval starting on the graduation of buying and selling of the
Fund, there are fewer than 50 useful house owners of the Shares of the Fund for 30 or extra consecutive buying and selling days, or (ii) such
different occasion shall happen or situation exist that, within the opinion of the Exchange, makes additional dealings on the Exchange inadvisable.
The Exchange will take away the Shares of the Fund from itemizing and buying and selling upon termination of the Fund.

 

The Fund isn’t sponsored, endorsed, bought or promoted by the
Exchange. The Exchange makes no illustration or guarantee, categorical or implied, to the house owners of Shares of the Fund or any member
of the general public relating to the advisability of investing in securities usually or within the Fund significantly or the flexibility of the
Fund to attain its targets. The Exchange has no obligation or legal responsibility in reference to the administration, advertising and marketing or
buying and selling of the Fund.

 

DISCLOSURE OF PORTFOLIO HOLDINGS

 

The Board has adopted a coverage relating to the disclosure of knowledge
concerning the Fund’s portfolio securities. Under the coverage, portfolio holdings of the Fund, which is able to kind the idea for the
calculation of NAV on a Business Day, are publicly disseminated previous to the opening of buying and selling on the Exchange that Business Day
by way of monetary reporting or information providers, together with the web site www.viridifunds.com. In addition, every Business Day a portfolio
composition file, which shows the In-Kind Creation Basket and Cash Component, is publicly disseminated previous to the opening
of the Exchange by way of the NSCC.

 

INVESTMENT POLICIES AND RESTRICTIONS

 

The Trust has adopted the next funding restrictions
as basic insurance policies with respect to the Fund. These restrictions can’t be modified with respect to the Fund with out the approval
of the holders of a majority of the Fund’s excellent voting securities. For the needs of the 1940 Act, a “majority
of excellent shares” means the vote of the lesser of: (1) 67% or extra of the voting securities of the Fund current on the
assembly if the holders of greater than 50% of the Fund’s excellent voting securities are current or represented by proxy;
or (2) greater than 50% of the excellent voting securities of the Fund.

 

The funding insurance policies enumerated on this part could also be modified
with respect to the Fund solely by a vote of the holders of a majority of the Fund’s excellent voting securities, besides
as famous under:

 

1. The Fund might not borrow cash, besides to the extent
permitted by the Investment Company Act, the foundations and laws thereunder and any relevant exemptive aid.

 

 

2. The Fund might not difficulty senior securities, besides
to the extent permitted by the Investment Company Act, the foundations and laws thereunder and any relevant exemptive aid.

 

3. The Fund might not have interaction within the enterprise of underwriting
securities besides to the extent that the Fund could also be thought of an underwriter inside the that means of the 1933 Act within the acquisition,
disposition or resale of its portfolio securities or in reference to investments in different funding firms, or to the extent
in any other case permitted below the Investment Company Act, the foundations and laws thereunder and any relevant exemptive aid.

 

4. The Fund might not buy or promote actual property,
besides to the extent permitted below the Investment Company Act, the foundations and laws thereunder and any relevant exemptive
aid.

 

5. The Fund might not buy or promote bodily commodities,
except acquired because of possession of securities or different devices, and supplied that this limitation doesn’t stop
the Fund from (i) buying or promoting securities of firms that buy or promote commodities or that spend money on commodities;
(ii) participating in any transaction involving currencies, choices, forwards, futures contracts, choices on futures contracts, swaps,
hybrid devices or different derivatives; or (iii) investing in securities, or transacting in different devices, which are linked
to or secured by bodily or different commodities.

 

6. The Fund might not make loans, besides to the extent
permitted below the Investment Company Act, the foundations and laws thereunder and any relevant exemptive aid.

 

7. The Fund won’t focus its investments in
a specific business or group of industries, as that time period is used within the Investment Company Act.

 

The following notations aren’t thought of to be a part of the
Fund’s basic funding limitation and are topic to alter with out shareholder approval. If a share limitation
is glad on the time of funding, a later improve or lower in such share ensuing from a change within the worth of
the Fund’s investments won’t represent a violation of such limitation. Thus, the Fund might proceed to carry a safety
despite the fact that it causes the Fund to exceed a share limitation due to fluctuation within the worth of the Fund’s property,
besides that any borrowing by the Fund that exceeds the elemental funding limitations acknowledged above have to be diminished to fulfill
such limitations inside the interval required by the Investment Company Act or the related guidelines, laws or interpretations
thereunder, as described under.

 

With respect to the elemental funding limitation relating
to borrowing set forth in (1) above, pursuant to Section 18(f)(1) of the Investment Company Act, the Fund might not difficulty any
class of senior safety or promote any senior safety of which it’s the issuer, besides that the Fund shall be permitted to borrow
from any financial institution as long as instantly after such borrowings, there may be an asset protection of at the very least 300% and that within the occasion such
asset protection falls under this share, the Fund shall scale back the quantity of its borrowings, inside three days, to an extent
that the asset protection shall be at the very least 300%. With respect to the elemental funding limitation regarding lending set forth
in (6) above, because of this the Fund might not make loans if, in consequence, greater than 33 1/3% of its complete property could be lent
to different events. The basic funding limitation regarding lending restricts, however doesn’t stop solely, the Fund’s
(i) lending of portfolio securities, (ii) buy of debt securities, different debt devices, mortgage participations and/or participating
in direct company loans in accordance with its funding targets and insurance policies, and (iii) use of repurchase agreements to the extent
the entry right into a repurchase settlement is deemed to be a mortgage. With respect to the elemental funding limitation regarding
focus set forth in (7) above, the Investment Company Act doesn’t outline what constitutes “focus” in
an business. The SEC employees has taken the place that funding of greater than 25% of the Fund’s internet property in a number of
issuers conducting their principal actions in the identical business or group of industries constitutes focus. It is feasible
that interpretations of focus might change sooner or later.

 

For functions of making use of the limitation set forth within the focus
coverage, the Fund, with respect to its fairness holdings, might use the Standard Industrial Classification (SIC) Codes, North American
Industry Classification System (NAICS) Codes, MSCI Global Industry Classification System, FTSE/Dow Jones Industry Classification
Benchmark (ICB) system or some other affordable business classification system (together with programs developed by the Adviser) to determine
every business. Securities of the U.S. authorities (together with its businesses and instrumentalities), tax-free securities of state or
municipal governments and their political subdivisions (and repurchase agreements collateralized by authorities securities) and
securities of different funding firms, whether or not registered or excluded from registration below Section 3(c) of the Investment
Company Act, aren’t thought of to be issued by members of any business.

 

 

INVESTMENT OBJECTIVE, INVESTMENT STRATEGIES
AND RISKS

 

The funding goal, principal methods of, and dangers
of investing within the Fund are described within the Prospectus. Unless in any other case indicated within the Prospectus or this SAI, the funding
goal and insurance policies of the Fund could also be modified with out shareholder approval.

 

Securities Lending

 

If accredited by the Board of Trustees for the Trust, the Fund
might make secured loans of its portfolio securities; nonetheless, securities loans won’t be made if, in consequence, the combination quantity
of all excellent securities loans by the Fund exceeds 33 1/3% of its complete property (together with the market worth of collateral acquired).
For functions of complying with the Fund’s funding insurance policies and restrictions, collateral acquired in reference to securities
loans is deemed an asset of the Fund to the extent required by legislation.

 

To the extent the Fund engages in securities lending, securities
loans might be made to broker-dealers that the Adviser believes to be of comparatively excessive credit score standing pursuant to agreements
requiring that the loans constantly be collateralized by money, liquid securities, or shares of different funding firms with
a price at the very least equal to the market worth of the loaned securities. As with different extensions of credit score, the Fund bears the chance
of delay within the restoration of the securities and of lack of rights within the collateral ought to the borrower fail financially. The Fund
additionally bears the chance that the worth of investments made with collateral might decline.

 

For every mortgage, the borrower normally should preserve with the Fund’s
custodian collateral with an preliminary market worth at the very least equal to 102% of the market worth of the home securities loaned
(or 105% of the market worth of overseas securities loaned), together with any accrued curiosity thereon. Such collateral might be marked-to-market
every day, and if the protection falls under 100%, the borrower might be required to ship further collateral equal to at the very least 102%
of the market worth of the home securities loaned (or 105% of the overseas securities loaned).

 

The Fund retains all or a portion of the curiosity acquired on
funding of the money collateral or receives a price from the borrower. The Fund additionally continues to obtain any distributions paid
on the loaned securities. The Fund seeks to take care of the flexibility to acquire the precise to vote or consent on proxy proposals involving
materials occasions affecting securities loaned. However, the Fund bears the chance of delay within the return of the safety, impairing
the Fund’s skill to vote on such issues. The Fund might terminate a mortgage at any time and acquire the return of the securities
loaned inside the regular settlement interval for the safety concerned.

 

The Adviser will retain lending brokers on behalf of the Fund
which are compensated primarily based on a share of the Fund’s return on its securities lending. The Fund can also pay numerous
charges in reference to securities loans, together with transport charges and custodian charges.

 

Preferred Stocks

 

The Fund might spend money on exchange-listed most popular shares. Preferred
shares embrace convertible and non-convertible most popular and choice shares which are senior to widespread inventory. Preferred shares
are fairness securities which are senior to widespread inventory with respect to the precise to obtain dividends and a hard and fast share of the proceeds
ensuing from the issuer’s liquidation. Some most popular shares additionally entitle their holders to obtain further liquidation
proceeds on the identical foundation as holders of the issuer’s widespread inventory, and thus characterize an possession curiosity within the issuer.
Depending on the options of the actual safety, holders of most popular inventory might bear the dangers disclosed within the Prospectus
or this SAI relating to fairness or fastened earnings securities.

 

 

Repurchase Agreements

 

The Fund might enter into repurchase agreements with banks and
broker-dealers. A repurchase settlement is an settlement below which securities are acquired by the Fund from a securities supplier
or financial institution topic to resale at an agreed upon value on a later date. The Fund bears a threat of loss within the occasion that the opposite occasion
to a repurchase settlement defaults on its obligations and the Fund is delayed or prevented from exercising its rights to dispose
of the collateral securities. Such a default might topic the Fund to bills, delays, and dangers of loss together with: (i) doable
declines within the worth of the underlying safety whereas the Fund seeks to implement its rights, (ii) doable diminished ranges
of earnings and lack of entry to earnings throughout this era, and (iii) the shortcoming to implement its rights and the bills
concerned in tried enforcement.

 

Debt and Other Fixed Income Securities Generally

 

The Fund might spend money on debt securities by buying the next:
obligations of the U.S. authorities, its businesses and instrumentalities; company debt securities; master-demand notes; financial institution certificates
of deposit; time deposits; bankers’ acceptances; business paper and different notes; and inflation-indexed securities. The
Fund might spend money on debt securities which are funding grade. Investment grade securities embrace securities issued or assured
by the U.S. authorities, its businesses and instrumentalities, in addition to securities rated in one of many 4 highest score classes
by at the very least two Rating Organizations score that safety, comparable to Standard & Poor’s Ratings Services (‘‘Standard
& Poor’s’’) or Moody’s Investors Service, Inc. (‘‘Moody’s’’), or rated
in one of many 4 highest score classes by one Rating Organization if it’s the solely Rating Organization score that safety
or unrated, if deemed to be of comparable high quality by the Adviser and traded publicly on the world market. Securities rated Baa
and BBB are the bottom which are thought of “funding grade” obligations. Moody’s describes securities rated
Baa as “topic to reasonable credit score threat. They are thought of medium-grade and as such might possess sure speculative traits.”
Standard & Poor’s describes securities rated BBB as “considered having sufficient safety parameters. However,
hostile financial circumstances or altering circumstances usually tend to result in a weakened capability of the obligor to fulfill its
monetary dedication on the duty.” For securities rated BBB, Fitch states that “…expectations of default
threat are at present low…capability for fee of economic commitments is taken into account sufficient, however hostile enterprise or financial
circumstances usually tend to impair this capability.” The Fund, on the discretion of the Adviser, might retain a debt safety
that has been downgraded under the preliminary funding standards.

 

Debt and different fastened earnings securities embrace fastened and floating
price securities of any maturity. Fixed price securities pay a specified price of curiosity or dividends. Floating price securities
pay a price that’s adjusted periodically by reference to a specified index or market price. Fixed and floating price securities embrace
securities issued by federal, state and native governments and associated businesses, and by a variety of personal issuers, and usually
are referred to on this SAI as ‘‘fastened earnings securities.’’ Indexed bonds are a sort of fastened earnings safety
whose principal worth and/or rate of interest is adjusted periodically in line with a specified instrument, index or different statistic
(e.g., one other safety, inflation index or foreign money).

 

Holders of fastened earnings securities are uncovered to each market
and credit score threat. Market threat (or ‘‘rate of interest threat’’) pertains to modifications in a safety’s worth
because of modifications in rates of interest. In normal, the values of fastened earnings securities improve when rates of interest fall and
lower when rates of interest rise. Credit threat pertains to the flexibility of an issuer to make funds of principal and curiosity.
Obligations of issuers are topic to chapter, insolvency and different legal guidelines that have an effect on the rights and treatments of collectors.

 

Because rates of interest differ, to the extent that the Fund invests
in fastened earnings securities, the long run earnings of the Fund can’t be predicted with certainty. To the extent that the Fund invests
in listed securities, the long run earnings of the Fund additionally might be affected by modifications in these securities’ indices over time
(e.g., modifications in inflation charges or foreign money charges).

 

Cash Items

 

The Fund might briefly make investments a portion of its property in money
or money objects pending different investments or to take care of liquid property required in reference to a few of the Fund’s investments.
These money objects and different prime quality debt securities might embrace cash market devices, comparable to securities issued by the
U.S. authorities and its businesses, bankers’ acceptances, business paper, financial institution certificates of deposit and funding firms
that make investments primarily in such devices.

 

 

U.S. Government Securities

 

U.S. authorities securities embrace securities issued or assured
by the U.S. authorities or its authorities, businesses or instrumentalities. Different sorts of U.S. authorities securities have completely different
sorts of presidency assist. For instance, some U.S. authorities securities (e.g., U.S. Treasury bonds) are supported by the
full religion and credit score of the U.S. Other U.S. authorities securities are issued or assured by federal businesses or government-chartered
or -sponsored enterprises however are neither assured nor insured by the U.S. authorities.

 

It is feasible that the provision and the marketability (that
is, liquidity) of the securities mentioned on this part could possibly be adversely affected by actions of the U.S. authorities to tighten
the provision of credit score.

 

As with different fastened earnings securities, U.S. authorities securities
expose their holders to market threat as a result of their values sometimes change as rates of interest fluctuate. For instance, the worth of
U.S. authorities securities might fall throughout instances of rising rates of interest. Yields on U.S. authorities securities are typically decrease
than these of company securities of comparable maturities.

 

In addition to investing straight in U.S. authorities securities,
the Fund might buy certificates of accrual or comparable devices evidencing undivided possession pursuits in curiosity funds
and/or principal funds of U.S. authorities securities. Certificates of accrual and comparable devices could also be extra risky than
different authorities securities.

 

Illiquid Securities

 

The Fund might spend money on illiquid securities (i.e., securities
that aren’t readily marketable). Illiquid securities embrace, however aren’t restricted to, restricted securities (securities the disposition
of which is restricted below the federal securities legal guidelines), securities which will solely be resold pursuant to Rule 144A below the Securities
Act of 1933, as amended (the “Securities Act”), however which are deemed to be illiquid; and repurchase agreements with
maturities in extra of seven days. However, the Fund won’t purchase illiquid securities if instantly after the acquisition,
such securities would comprise greater than 15% of the worth of the Fund’s internet property. Determinations of liquidity are made
pursuant to pointers contained within the liquidity threat administration program of the Trust relevant to the Fund. The Adviser determines
and displays the liquidity of the portfolio securities and experiences periodically on its choices to the Board. In making such liquidity
determinations it primarily takes into consideration the typical every day quantity of trades. In addition, it might bear in mind a quantity
of different components in reaching liquidity choices, together with however not restricted to: (1) the variety of sellers keen to buy or
promote the safety and the variety of different potential consumers; (2) the willingness of sellers to undertake to make a market within the
safety; and (3) the character of {the marketplace} trades, together with the time wanted to get rid of the safety, the tactic of soliciting
affords and the mechanics of the switch. In reference to the implementation of the SEC’s new liquidity threat administration
rule and the liquidity threat administration program of the Trust relevant to the Fund, the time period “illiquid safety” is
outlined as a safety that the Fund fairly expects can’t be bought or disposed of in present market circumstances in seven calendar
days or much less with out the sale or disposition considerably altering the market worth of the safety.

 

An institutional market has developed for sure restricted
securities. Accordingly, contractual or authorized restrictions on the resale of a safety might not be indicative of the liquidity of
the safety. If such securities are eligible for buy by institutional consumers in accordance with Rule 144A below the Securities
Act or different exemptions, the Adviser might decide that the securities are liquid.

 

Restricted securities could also be bought solely in privately negotiated
transactions or in a public providing with respect to which a registration assertion is in impact below the Securities Act. Where
registration is required, the Fund could also be obligated to pay all or a part of the registration bills and a substantial interval might
elapse between the time of the choice to promote and the time the Fund could also be permitted to promote a safety below an efficient registration
assertion. If, throughout such a interval, hostile market circumstances have been to develop, the Fund would possibly get hold of a much less favorable value than
that which prevailed when it determined to promote.

 

 

Illiquid securities might be priced at truthful worth as decided
in good religion below procedures adopted by the Board. If, by way of the appreciation of illiquid securities or the depreciation of
liquid securities, the Fund needs to be able the place greater than 15% of the worth of its internet property are invested in illiquid
securities, together with restricted securities which aren’t readily marketable, the Fund will take such steps as are deemed advisable,
if any, to guard liquidity.

 

Micro- and Small-Capitalization Securities

 

The securities of micro- and small-capitalization firms
are sometimes traded within the over-the-counter market, and won’t be traded in volumes typical of securities traded on a nationwide
securities trade. Thus, the securities of micro- and small- capitalization firms are prone to be much less liquid and topic
to extra abrupt or erratic market actions than securities of bigger, extra established firms.

 

Portfolio Turnover

 

Because the Viridi ESG Crypto Mining ETF has not but commenced
operations, it doesn’t have a portfolio turnover price to supply.

 

Cybersecurity Risk

 

The Fund, like all firms, could also be prone to operational
and data safety dangers. Cyber safety failures or breaches of the Fund or its service suppliers or the issuers of securities
through which the Fund make investments have the flexibility to trigger disruptions and impression enterprise operations, doubtlessly leading to monetary
losses, the shortcoming of Fund shareholders to transact enterprise, violations of relevant privateness and different legal guidelines, regulatory fines,
penalties, reputational harm, reimbursement or different compensation prices, and/or further compliance prices. The Fund and its
shareholders could possibly be negatively impacted in consequence.

 

MANAGEMENT OF THE FUND

 

Trustees and Officers

 

The enterprise and affairs of the Trust are managed by its officers
below the oversight of its Board. The Board units broad insurance policies for the Trust and will appoint Trust officers. The Board oversees
the efficiency of the Adviser, the Sub-Adviser, and the Trust’s different service suppliers. Each Trustee serves till his or
her successor is duly elected or appointed and certified.

 

The Board is comprised of 4 Trustees. One Trustee and sure
of the officers of the Trust are administrators, officers or staff of the Adviser. The different Trustees (the “Independent Trustees”)
aren’t “ individuals” (as outlined in Section 2(a)(19) of the Investment Company Act) of the Trust. The fund
advanced contains all funds suggested by the Adviser (“Fund Complex”).

 

The Trustees, their age, time period of workplace and size of time served,
their principal enterprise occupations in the course of the previous 5 years, the variety of portfolios within the Fund Complex overseen and different
directorships, if any, held by every Trustee, are proven under. The officers, their age, time period of workplace and size of time served
and their principal enterprise occupations in the course of the previous 5 years are proven under. Unless famous in any other case, the tackle of every
Trustee and every Officer is: c/o Alpha Architect ETF Trust, 213 Foxcroft Road, Broomall, PA 19008.

 

 

Name,
Address, and
Year of Birth
Position(s)
Held with
Trust
Term of
Office
and
Length of
Time
Served
Principal Occupation
During Past 5 Years
Number of
Funds in Fund
Complex
Overseen by
Trustee
Other
Directorships
Held by
Trustee
During Past 5
Years
Independent Trustees

Daniel Dorn

Born: 1975

Trustee Since 2014

Associate Professor of Finance, Drexel University, LeBow College
of Business (2003 – current).

 

[ ] None

Michael S. Pagano, Ph.D., CFA®

Born: 1962

Trustee Since 2014

The Robert J. and Mary Ellen Darretta Endowed Chair in Finance,
Villanova University (1999 – current); Associate Editor of The Financial Review (2009 – current) and Editorial Board Member
of Advances in Quantitative Analysis of Finance and Accounting (2010 – current); Founder, Michael S. Pagano, LLC (enterprise consulting
agency) (2008 – current); Member of FINRA’s Market Regulation Committee (2009 – current).

 

[ ] None

Chukwuemeka (Emeka) O. Oguh

Born: 1983

Trustee Since 2018 Co-founder and CEO, PeopleJoy (2016 – current). [ ] None

 

Interested Trustee*

Wesley R. Gray, Ph.D.

Born: 1980

Trustee and President of the Trust Trustee and President since 2014

Founder and Executive Managing Member, Empowered Funds, LLC
(2013 – current); Founder and Executive Managing Member, Empirical Finance, LLC d/b/a Alpha Architect (2010 – current).

 

[ ] None
* Dr. Gray is an “ particular person,” as
outlined by the Investment Company Act, due to his employment with and possession curiosity within the Adviser.

 

 

Officers

 

Name, Address,
and Year of Birth
Position(s)
Held with
Trust
Term of Office
and Length of
Time Served
Principal Occupation During Past 5 Years

John Vogel, Ph.D.

Born: 1983

Treasurer Since 2014

Managing Member, Empowered Funds, LLC (2013 – current); Managing
Member, Empirical Finance, LLC d/b/a Alpha Architect (2012 – current).

 

Patrick R. Cleary

Born: 1982

Secretary and
Chief Compliance Officer
Since 2015 Chief Operating Officer and Managing Member, Alpha Architect, LLC (2014 – current).

 

Trustee Qualifications

 

Information on the Trust’s Trustees and Officers seems
above together with info on the enterprise actions of Trustees in the course of the previous 5 years. In addition to private qualities,
comparable to integrity, the position of an efficient Trustee inherently requires the flexibility to grasp, talk about and critically analyze
supplies and points offered in exercising judgments and reaching knowledgeable conclusions related to his duties and fiduciary obligations.
The Board believes that the particular background of every Trustee evidences such skill and is suitable to his serving on the
Board. As indicated, Dr. Dorn holds an educational place within the space of finance. Dr. Pagano holds an educational place within the space
of finance. Dr. Gray is the Founder and Executive Managing Member of the Adviser and Empirical Finance, LLC d/b/a Alpha Architect.
Mr. Oguh is a monetary expertise entrepreneur, enterprise govt and former mutual fund / ETF analyst.

 

Board Structure

 

Dr. Gray is taken into account to be an Interested Trustee and serves
as Chairman of the Board. The Chairman’s obligations embrace: setting an agenda for every assembly of the Board; presiding
in any respect conferences of the Board and, if current, conferences of the Independent Trustees; and, serving as a liaison between the opposite
Trustees, Trust officers, administration personnel and counsel.

 

The Board believes that having an Chairman, who’s
aware of the Adviser and its operations, whereas additionally having three-fourths of the Board composed of Independent Trustees, strikes
an applicable steadiness that permits the Board to profit from the insights and perspective of a consultant of administration whereas
empowering the Independent Trustees with the last word decision-making authority. The Board has not appointed a lead Independent
Trustee right now. The Board doesn’t consider that an impartial Chairman or lead Independent Trustee would improve the Board’s
effectiveness, because the comparatively small measurement of the Board permits for numerous viewpoints to be shared and for efficient communications
between and amongst Independent Trustees and administration in order that conferences proceed effectively. Independent Trustees have efficient
management over the Board’s agenda as a result of they kind greater than a majority of the Board and might request displays and agenda
matters at Board conferences.

 

The Board intends to carry 4 recurrently scheduled conferences
every year, at the very least two of which shall be in particular person (or in the course of the present Covid pandemic, by way of video convention). The Board might
additionally maintain particular conferences, as wanted, both in particular person or by phone, to deal with issues arising between common conferences. The
Independent Trustees meet individually at every recurrently scheduled in-person assembly of the Board; throughout a portion of every such
separate assembly administration isn’t current. The Independent Trustees can also maintain particular conferences, as wanted, both in particular person
or by phone.

 

The Board conducts a self-assessment on an annual foundation, as
a part of which it considers whether or not the construction of the Board and its Committees is suitable below the circumstances. Based
on such self-assessment, amongst different issues, the Board will take into account whether or not its present construction is suitable. As a part of this
self-assessment, the Board will take into account a number of components, together with the variety of funds overseen by the Board, their funding
targets, and the obligations entrusted to the Adviser and different service suppliers with respect to the oversight of the
day-to-day operations of the Trust and the Fund Complex.

 

 

The Board units broad insurance policies for the Trust and will appoint
Trust officers. The Board oversees the efficiency of the Adviser, the Sub-Adviser, and the Trust’s different service suppliers.
As a part of its oversight operate, the Board displays every of the Adviser’s and Sub-Adviser’s threat administration, together with,
as relevant, its administration of funding, compliance and operational dangers, by way of the receipt of periodic experiences and displays.
The Board has not established a standing threat committee. Rather, the Board depends on Trust officers, advisory personnel and repair
suppliers to handle relevant dangers and report exceptions to the Board in an effort to allow it to train its oversight duty.
To this finish, the Board receives experiences from such events at the very least quarterly, together with, however not restricted to, funding and/or
efficiency experiences, distribution experiences, Rule 12b-1 experiences, valuation experiences and inner controls experiences. Similarly, the
Board receives quarterly experiences from the Trust’s chief compliance officer (“CCO”), together with, however not restricted
to, a report on the Trust’s compliance program, and the Independent Trustees have a chance to fulfill individually every
quarter with the CCO. The CCO sometimes offers the Board with updates relating to the Trust’s compliance insurance policies and procedures,
together with any enhancements to them. The Board expects all events, together with, however not restricted to, the Adviser, the Sub-Adviser,
service suppliers and the CCO, to tell the Board on an intra-quarter foundation if a fabric difficulty arises that requires the Board’s
oversight.

 

The Board usually workout routines its oversight as an entire however has
delegated sure oversight capabilities to an Audit Committee. The operate of the Audit Committee is mentioned intimately under.

 

Committees

 

The Board at present has two standing committees: an Audit Committee
and a Nominating Committee. Each Independent Trustee serves on every of those committees.

 

The functions of the Audit Committee are to: (1) oversee usually
the Fund Complex’s accounting and monetary reporting insurance policies and practices, their inner controls and, as applicable,
the interior controls of sure service suppliers; (2) oversee the standard, integrity and objectivity of the Fund Complex’s
monetary statements and the impartial audit thereof; (3) help the total Board with its oversight of the Trust’s compliance
with authorized and regulatory necessities that relate to the Fund Complex’s accounting and monetary reporting, inner controls
and impartial audits; (4) approve, previous to appointment, the engagement of the Trust’s impartial auditors and, in connection
therewith, to evaluate and consider the {qualifications}, independence and efficiency of the Trust’s impartial auditors; and
(5) act as a liaison between the Trust’s impartial auditors and the total Board. For the fiscal yr ended September 30,
2020, the Audit Committee met 3 times.

 

The functions of the Nominating Committee are, amongst different issues,
to: (1) determine and advocate for nomination candidates to function Trustees and/or on Board committees who aren’t “
individuals” as outlined in Section 2(a)(19) of the Investment Company Act (“Interested Persons”) of the Trust
and who meet any independence necessities of Exchange Rule 5.3(ok)(1) or the relevant rule of some other trade on which shares
of the Trust are listed; (2) consider and make suggestions to the total Board relating to potential trustee candidates who’re
Interested Persons of the Trust; and (3) evaluate periodically the workload and capabilities of the Trustees and, because the Committee
deems applicable, to make suggestions to the Board if such a evaluate means that modifications to the scale or composition of the
Board and/or its committees are warranted. The Committee will usually not take into account potential candidates for nomination recognized
by shareholders. For the fiscal yr ended September 30, 2020, the Nominating Committee didn’t meet as there have been no Board vacancies.

 

Compensation of Trustees

 

The Trust’s officers and any Trustees obtain
no compensation straight from the Trust.

 

The Independent Trustees decide the quantity of compensation
that they obtain. In figuring out compensation for the Independent Trustees, the Independent Trustees bear in mind a spread
of things together with, amongst different issues, their collective important work expertise (e.g., in enterprise and finance, authorities
or academia). The Independent Trustees additionally acknowledge that these people’ recommendation and counsel are in demand by different organizations,
that these people might reject different alternatives due to the time calls for of their duties as Independent Trustees, and
that they undertake important authorized obligations. The Independent Trustees additionally take into account the compensation paid to impartial
board members of different registered funding firm complexes of comparable measurement.

 

 

Independent Trustees are paid an annual retainer of $2,000 per
Fund for his or her providers, together with attendance at conferences of the Board. All Trustees are reimbursed for his or her journey bills and
different affordable out-of-pocket bills incurred in reference to attending Board conferences. In addition, every Independent Trustee
is entitled to reimbursement for affordable journey and different out-of-pocket bills as much as $3,000 per calendar yr for academic
sources, together with attending academic applications to remain knowledgeable about business and regulatory developments. The Trust does
not accrue pension or retirement advantages as a part of the Fund’s bills, and Trustees aren’t entitled to advantages upon
retirement from the Board.

 

The desk reveals the compensation paid to Trustees for the fiscal
yr ended September 30, 2020 by the Fund Complex.*

 

Independent Trustees Compensation Compensation
Deferred
Total Compensation from the Fund
Complex Paid to Trustee
Emeka O. Oguh $16,000 $0 $16,000
Daniel Dorn $16,000 $0 $16,000
Michael S. Pagano $16,000 $0 $16,000
Interested Trustee      
Wesley R. Gray** $0 $0 $0
* The Adviser, and never the Fund, is answerable for
compensating the Trustees.
** Dr. Gray is an “ particular person,” as
outlined by the Investment Company Act, due to his employment with and possession curiosity within the Adviser.

 

Equity Ownership of Trustees

 

The following desk units forth the title and greenback vary of
fairness securities of the Fund owned by Trustees as of December 31, 2020 (the Fund had not but commenced operations).

 

  Dollar Range of Equity Securities Owned

Aggregate
Dollar Range of Shares

 

Independent Trustees
Emeka O. Oguh NA
Daniel Dorn NA
Michael S. Pagano NA
Interested Trustee
Wesley R. Gray NA

 

As of the date of this SAI, the Fund had not commenced operations.
Therefore, not one of the Independent Trustees or their rapid relations beneficially owned any securities within the Fund. Further,
as of December 31, 2020, not one of the Independent Trustees or their rapid relations beneficially owned any securities in
any funding adviser, funding sub-adviser, or principal underwriter of the Trust, or in any particular person (apart from a registered
funding firm) straight or not directly controlling, managed by, or below widespread management with an funding adviser, funding
sub-adviser, or principal underwriter of the Trust.

 

Codes of Ethics

 

The Board, on behalf of the Trust, has adopted a Code of Ethics
pursuant to Rule 17j-1 below the Investment Company Act. In addition, every of the Adviser and Sub-Adviser has adopted a Code of
Ethics pursuant to Rule 17j-1. These Codes of Ethics (every a “Code of Ethics” and collectively the “Codes of Ethics”)
apply to the private investing actions of trustees, administrators, officers and sure staff (“entry individuals”).
Rule 17j-1 and the Codes of Ethics are designed to stop illegal practices in reference to the acquisition or sale of securities
by entry individuals. Under every Code of Ethics, entry individuals are permitted to interact in private securities transactions, however are
required to report their private securities transactions for monitoring functions. In addition, sure entry individuals are required
to acquire approval earlier than investing in personal placements and are prohibited from investing in preliminary public choices (“IPOs”).
Copies of the Codes of Ethics are on file with the SEC, and can be found to the general public.

 

 

Proxy Voting

 

The Board has delegated to the Adviser the duty to
vote proxies associated to the securities held within the Fund’s portfolios. Under this authority, the Adviser is required by the
Board to vote proxies associated to portfolio securities in the very best pursuits of the Fund and its shareholders. The Adviser will
vote such proxies in accordance with its proxy insurance policies and procedures, that are included in Appendix A to this SAI. The
Board will periodically evaluate the Fund’s proxy voting report.

 

The Trust will yearly disclose its full proxy voting report
for the yr ended June 30 on Form N-PX. The Trust’s most up-to-date Form N-PX is out there with out cost, upon request, by
calling (215) 882-9983. The Trust’s Form N-PX additionally is out there on the SEC’s web site at www.sec.gov.

 

CONTROL PERSONS AND PRINCIPAL HOLDERS
OF SECURITIES

 

The Adviser owns all the preliminary Shares issued by the Fund
previous to the graduation of funding operations and the general public launch of the Fund. The Fund had not commenced operations as
of the date of this SAI.

 

Management possession

 

The Fund had not commenced operations as of the date of this
SAI.

 

INVESTMENT MANAGEMENT AND OTHER SERVICES

 

Investment Advisory Agreement

 

Under an funding advisory settlement between the Trust, on
behalf of the Fund, and the Adviser (the “Advisory Agreement”), the Fund pays the Adviser a price at an annualized price,
which is calculated every day and paid month-to-month, primarily based on its common every day internet property, set forth within the desk under:

 

Fund   Advisory Fee
Viridi ESG Crypto Mining ETF         0.[    ] %

 

The Adviser, in flip, compensates the Sub-Adviser from the administration
price the Adviser receives.

The Adviser has begun managing the Fund as of the date of this
SAI and due to this fact, the Fund has not paid administration charges to the Adviser as of the date of this SAI

 

The Adviser manages the funding and the reinvestment of the
property of the Fund, in accordance with the funding goal, insurance policies and limitations of the Fund, topic to the final supervision
and management of the Board. The Adviser is a registered funding adviser below the Investment Advisers Act of 1940, as amended,
and is a restricted legal responsibility firm organized below the legal guidelines of Pennsylvania. The tackle of the Adviser is 213 Foxcroft Road,
Broomall, PA 19008. The Adviser is wholly-owned by Alpha Architect LLC. The Adviser was based in October 2013 and offers funding
advisory providers to registered funding firms.

 

The following desk summarizes the affiliated individuals of the
Fund which are additionally affiliated individuals of the Adviser.

 

NAME AFFILIATION WITH
FUNDS
AFFILIATION WITH
ADVISER
Wesley R. Gray, PhD Trustee and President of the Trust Chief Executive Officer
John R. Vogel Treasurer Chief Investment Officer
Patrick R. Cleary Secretary, Chief Compliance Officer Chief Compliance Officer
Brandon Koepke Portfolio Manager Portfolio Manager

 

 

Under the Advisory Agreement, the Adviser bears all the prices
of the Fund, aside from the advisory price, funds below the Fund’s Rule 12b-1 Distribution and Service Plan (the “Plan”),
brokerage bills, acquired fund charges and bills, taxes (together with tax-related providers), curiosity (together with borrowing prices),
litigation expense (together with class action-related providers) and different non-routine or extraordinary bills (together with litigation
to which the Trust or the Fund could also be a celebration and indemnification of the Trustees and officers with respect thereto).

 

The Advisory Agreement with respect to the Fund will stay
in impact for an preliminary time period of two years from its efficient date and thereafter proceed in impact for so long as its continuance
is particularly accredited at the very least yearly, by (1) the vote of the Trustees or by a vote of a majority of the shareholders of the
Fund, and (2) by the vote of a majority of the Trustees who aren’t events to the Advisory Agreement or Interested Persons of
any particular person thereto, solid in particular person at a gathering referred to as for the aim of voting on such approval. The Advisory Agreement for the
Fund offers that it might be terminated at any time, with out the fee of any penalty, by the Board or, with respect to the Fund,
by a majority of the excellent shares of the Fund, on 60 days’ written discover to the Adviser, and by the Adviser upon 60
days’ written discover, and that it shall be robotically terminated whether it is assigned.

 

The Fund has not commenced operations as if the date of this
SAI and due to this fact doesn’t have any info relating to administration charges paid to report as of the date of this SAI.

 

Investment Sub-Adviser

 

The Trust, on behalf of the Fund, and the Adviser have retained
New Gen Minting, LLC, often known as Viridi Funds,

5232 236th Place SE, Issaquah, WA 98029 to function sub-adviser
for the Fund. Subject to the supervision and oversight of the Adviser and the Board, and pursuant to a Sub-Advisory Agreement between
the Adviser and the Sub-Adviser (the “Sub-Advisory Agreement”), the Sub-Adviser evaluates potential investments utilizing
each basic analyses and quantitative strategies. Investment choices (e.g., buys and sells) are communicated to the Adviser
for evaluate and execution.

 

For the providers it offers to the Fund, the Sub-Adviser is
entitled to obtain a administration price, which is calculated every day and payable month-to-month, at an annual price primarily based on the Fund’s
common every day internet property multiplied by the sub-advisory price of [ ] foundation factors. The fee of a administration price by the Adviser
to the Sub-Adviser topic to the phrases of the Fund sponsorship settlement described under.

 

The Sub-Advisory Agreement was accredited by the Trustees (together with
all of the Independent Trustees) and holders of a majority of the excellent Shares, in compliance with the 1940 Act. The Sub-Advisory
Agreement will proceed in power for an preliminary interval of two years. Thereafter, the Sub-Advisory Agreement is renewable from yr
to yr with respect to the Fund, as long as its continuance is accredited at the very least yearly (1) by the vote, solid in particular person at a
assembly referred to as for that goal, of a majority of these Trustees who aren’t “ individuals” of the Trust; and
(2) by the bulk vote of both the total Board or the vote of a majority of the excellent Shares. The Sub-Advisory Agreement
will terminate robotically within the occasion of its project, and is terminable at any time with out penalty by vote of a majority
of the Board or, with respect to the Fund, by a majority of the excellent Shares of the Fund, or by the Adviser, upon 60 days’
written discover to the Sub-Adviser, or by the Sub-Adviser on 90 days’ written discover to the Adviser and the Trust. The Sub-Advisory
Agreement offers that the Sub-Adviser shall not be protected towards any legal responsibility to the Trust or its shareholders by purpose
of willful misfeasance, fraud, dangerous religion or gross negligence on its half within the efficiency of its duties or from reckless disregard
of its obligations or duties thereunder.

 

 

The following desk summarizes the affiliated individuals of the
Fund which are additionally affiliated individuals of the Sub-Adviser.

 

NAME AFFILIATION WITH
FUNDS
AFFILIATION WITH SUB-
ADVISER
Wes Fulford Portfolio Manager Chief Executive Officer

 

The Fund is new and the Adviser and has not paid administration
charges to the Sub-Adviser as of the date of this SAI.

 

Sponsor

 

The Adviser has entered right into a fund sponsorship settlement with
the Sub-Adviser, below which the Sub-Adviser assumes the Adviser’s obligation to pay a few of the Fund’s bills, together with
its personal sub-advisory price. Although the Sub-Adviser has agreed to be answerable for paying a few of the Fund’s bills, the
Adviser retains the last word obligation to the Fund to pay them. The Sub-Adviser may even present advertising and marketing assist for the Fund,
together with getting ready advertising and marketing supplies associated to the Fund. For these providers and funds, the Sub-Adviser is entitled to share
within the potential income generated by the administration and operation of the Fund.

 

Custodian

 

U.S. Bank National Association (the “Custodian”),
positioned at 1555 North Rivercenter Drive, Suite 302, Milwaukee, WI 53212, serves because the Custodian of the Fund’s property. The
Custodian has agreed to: (1) make receipts and disbursements of cash on behalf of the Fund, (2) acquire and obtain all earnings
and different funds and distributions on account of the Fund’s portfolio investments and (3) make periodic experiences to the
Fund in regards to the Fund’s operations. The Custodian doesn’t train any supervisory operate over the acquisition and sale
of securities. As compensation for these providers, the Custodian receives sure out-of-pocket prices, transaction charges and asset-based
charges that are accrued every day and paid month-to-month by the Adviser from its charges.

 

Administrator, Fund Accountant and Transfer Agent

 

U.S. Bancorp Fund Services, LLC, doing enterprise as U.S. Bank
Global Fund Services, (the “Administrator” or “Transfer Agent”), positioned at 615 East Michigan Street, Milwaukee,
WI 53202, serves as Administrator and Fund Accountant to the Fund. The Administrator offers the Fund with all required normal
administrative providers, together with, with out limitation, clerical and normal again workplace providers; bookkeeping, inner accounting
and secretarial providers; the calculation of NAV; and the preparation and submitting of all experiences, updates to registration statements,
and all different supplies required to be filed or furnished by the Fund below federal and state securities legal guidelines. As compensation
for these providers, the Administrator receives sure out-of-pocket prices, transaction charges and asset-based charges that are accrued
every day and paid month-to-month by the Adviser from its charges.

 

U.S. Bancorp Fund Services, LLC additionally serves because the Transfer
Agent of the Fund’s property. The Transfer Agent has agreed to: (1) difficulty and redeem shares of the Fund in Creation Units,
(2) make dividend and different distributions to shareholders of the Fund, (3) preserve shareholder accounts and (4) make periodic
experiences to the Fund. As compensation for these providers, the Transfer Agent receives sure out-of-pocket prices and transaction
charges that are accrued every day and paid month-to-month by the Adviser from its charges.

 

The Fund has not commenced operations as
if the date of this SAI and due to this fact doesn’t have any info relating to charges paid to the Administrator to report as of the
date of this SAI

 

 

PORTFOLIO MANAGERS

 

The following desk reveals the variety of different accounts managed
by the portfolio managers and the reporting info is supplied as of September 30, 2020:

 

The following info is relevant to Brandon Koepke:

 

Type of Accounts Total
Number
of
Accounts
Total Assets
of Accounts
(tens of millions)
Total Number of
Accounts with
Performance Based
Fees
Total Assets of
Accounts with
Performance Based
Fees (tens of millions)
Registered Investment Companies 8 516 0 0
Other Pooled Investment Vehicles 1 3 1 3
Other Accounts 221 396 1 4.9

 

The following info is relevant to Wes Fulford*:

 

Type of Accounts Total
Number
of
Accounts
Total Assets
of Accounts
(tens of millions)
Total Number of
Accounts with
Performance Based
Fees
Total Assets of
Accounts with
Performance Based
Fees (tens of millions)
Registered Investment Companies 0 0 0 0
Other Pooled Investment Vehicles 0 0 0 0
Other Accounts 0 0 0 0

 

* The Sub-Adviser had not commenced operations as of
September 30, 2020.

 

The Fund had not commenced operations as of the date of this
SAI, so the Portfolio Managers didn’t have any fairness possession within the Fund as of September 30, 2020.

 

Potential Conflicts of Interest

 

A portfolio supervisor’s administration of “different accounts”
might give rise to potential conflicts of curiosity in connection together with his/her administration of the Fund’s investments, on the
one hand, and the investments of the opposite accounts, on the opposite. The different accounts might have the identical funding goal as
the Fund. Therefore, a possible battle of curiosity might come up because of the similar funding targets, whereby a portfolio
supervisor might favor one account over one other. Another potential battle might embrace a portfolio supervisor’s data about
the scale, timing and doable market impression of Fund trades, whereby a portfolio supervisor might use this info to the benefit
of different accounts and to the drawback of the Fund.

 

Adviser – Portfolio
Manager

 

Brandon Koepke doesn’t
at present handle some other consumer accounts utilizing the identical funding technique as that of the Fund. Further, the Adviser has established
insurance policies and procedures fairly designed to make sure that the acquisition and sale of securities amongst all accounts it manages are
pretty and equitably allotted. There may be no assurance that these insurance policies and procedures might be efficient, nonetheless.

 

 

Sub-Adviser –
Portfolio Manager

 

Wesley Fulford completely
manages the Fund and doesn’t advise different accounts. Further, the Sub-Adviser has established insurance policies and procedures which are
fairly designed to make sure that Mr. Fulford’s suggestions for Fund purchases and gross sales of securities are made with out
notification to affiliated individuals.

 

An affiliate of the
Sub-Adviser publishes a Cryptocurrency Mining Index. The Sub-Adviser and the affiliate have established firewalls and safeguards
fairly designed to make sure the Fund isn’t deprived.

 

There may be no assurance
that the foregoing insurance policies and procedures might be efficient, nonetheless.

 

Compensation

 

Adviser – Portfolio
Manager

 

Mr. Koepke’s compensation is fastened.

 

Sub-Adviser –
Portfolio Manager

 

Mr. Fulford’s does
not at present draw a wage neither is he entitled to bonus funds from the Sub-Adviser. Rather, his compensation is derived from
his possession curiosity of the Sub-Adviser.

 

PORTFOLIO TRANSACTIONS AND BROKERAGE

 

Brokerage Transactions

 

Depending on prevailing market circumstances, portfolio modifications
will usually be applied by way of in-kind transactions (together with a Cash Component or Cash Redemption Amount as relevant)
for Creation Units or by way of cash-only transactions for Creation Units. In reference to an in-kind element, the Adviser might
nonetheless execute brokerage transactions for the Fund and the Fund might incur brokerage commissions, significantly in the course of the early
phases of the Fund’s growth or within the case of transactions involving realized losses. In reference to the money element
(or with an all-cash transaction), the Adviser will execute brokerage transactions for the Fund in reference to portfolio modifications.
Generally, fairness securities are purchased and bought by way of brokerage transactions for which commissions are payable. Purchases from
underwriters will embrace the underwriting fee or concession, and purchases from sellers serving as market makers will embrace
a supplier’s mark-up or mirror a supplier’s mark-down. Money market securities and different debt securities are normally purchased
and bought straight from the issuer or an underwriter or market maker for the securities. Generally, the Fund won’t pay brokerage
commissions for such purchases. When a debt safety is purchased from an underwriter, the acquisition value will normally embrace an
underwriting fee or concession. The buy value for securities purchased from sellers serving as market makers will equally
embrace the supplier’s mark-up or mirror a supplier’s mark-down. When the Fund executes transactions within the over-the-counter
market, it is going to usually cope with main market makers except costs which are extra favorable are in any other case obtainable.

 

In addition, the Adviser might place a mixed order, usually referred
to as “bunching,” for 2 or extra accounts it manages, together with the Fund, engaged within the buy or sale of the identical
safety or different instrument if, in its judgment, joint execution is in the very best curiosity of every participant and can lead to
greatest value and execution. Transactions involving commingled orders are allotted in a fashion deemed equitable to every account or
Fund. Although it’s acknowledged that, in some circumstances, the joint execution of orders might adversely have an effect on the value or quantity of
the safety {that a} explicit account or the Fund might get hold of, it’s the opinion of the Adviser and the Board that the benefits
of mixed orders outweigh the doable disadvantages of separate transactions. In addition, in some cases the Fund effecting
the bigger portion of a mixed order might not profit to the identical extent as individuals effecting smaller parts of the mixed
order. Nonetheless, the Adviser believes that the flexibility of the Fund to take part in increased quantity transactions will usually
be useful to the Fund.

 

The Fund has not commenced operations as
if the date of this SAI and due to this fact doesn’t have any info to report relating to brokerage commissions it has paid.

 

 

Brokerage Selection

 

The Trust doesn’t count on to make use of one explicit broker-dealer
to impact the Trust’s portfolio transactions. When a number of broker-dealers is believed able to offering the very best mixture
of value and execution, the Adviser might not choose a broker-dealer primarily based on the bottom fee price obtainable for a specific
transaction. The Adviser doesn’t at present use smooth {dollars}.

 

Brokerage with Fund Affiliates

 

Although not anticipated, the Fund might execute brokerage or different
company transactions by way of registered broker-dealer associates of the Fund, the Adviser, the Sub-Adviser, or the Distributor for
a fee in conformity with the Investment Company Act, the 1934 Act and guidelines promulgated by the SEC. Under the Investment
Company Act and the 1934 Act, affiliated broker-dealers are permitted to obtain and retain compensation for effecting portfolio
transactions for the Fund on an trade if a written contract is in impact between the affiliate and the Fund expressly allowing
the affiliate to obtain and retain such compensation. These guidelines additional require that commissions paid to the affiliate by the
Fund for trade transactions not exceed regular and customary” brokerage commissions. The guidelines outline “regular
and customary” commissions to incorporate quantities which are “affordable and truthful in comparison with the fee, price or different
remuneration acquired or to be acquired by different brokers in reference to comparable transactions involving comparable securities
being bought or bought on a securities trade throughout a comparable time period.” The Board, together with those that are
not “ individuals” of the Fund, has adopted procedures for evaluating the reasonableness of commissions paid
to associates and evaluations these procedures periodically.

 

Securities of “Regular Broker-Dealers”

 

The Fund is required to determine any securities of its “common
brokers and sellers” (as such time period is outlined within the Investment Company Act) that the Fund might maintain on the shut of its most
latest fiscal yr. “Regular brokers and sellers” of the Trust are the ten brokers or sellers that, throughout probably the most
latest fiscal yr: (i) acquired the best greenback quantities of brokerage commissions from the Trust’s portfolio transactions;
(ii) engaged as principal within the largest greenback quantities of portfolio transactions of the Trust; or (iii) bought the most important greenback
quantities of the Trust’s shares. For the fiscal interval ended September 30, 2020, the Fund had not commenced operations and
didn’t maintain any securities of “common dealer sellers” to report.

 

THE DISTRIBUTOR

 

Quasar Distributors, LLC (the “Distributor”), positioned
at 111 E. Kilbourn Ave, Suite 2200, Milwaukee, WI 53202, serves because the Distributor for the Fund.

 

Shares might be constantly provided on the market by the Trust by way of
the Distributor solely in Creation Units, as described under below “Transactions in Creation Units.” Shares in lower than
Creation Units aren’t distributed by the Distributor. The Distributor additionally acts as agent for the Trust. The Distributor will ship
a Prospectus to individuals buying Shares in Creation Units and can preserve information of each orders positioned with it and confirmations
of acceptance furnished by it. The Distributor is a broker-dealer registered below the 1934 Act and a member of FINRA. The Distributor
has no position in figuring out the funding insurance policies of the Fund or which securities are to be bought or bought by the Fund.

 

The Board has adopted the Plan pursuant to Rule 12b-1 below
the Investment Company Act. In accordance with its Plan, the Fund is permitted to pay an quantity of 0.25% of its common every day
internet property every year for sure distribution-related actions. The Plan was adopted in an effort to allow the implementation of
the Fund’s technique of distribution. No charges are at present paid by any Fund below the Plan. In the occasion such charges have been to
be charged, over time they might improve the price of an funding within the Fund as a result of they might be paid on an ongoing foundation.
If charges have been charged below every Plan, the Trustees would obtain and evaluate on the finish of every quarter a written report supplied
by the Distributor of the quantities expended below the Plan and the aim for which such expenditures have been made.

 

 

The Plan will stay in impact for a interval of 1 yr and
is renewable from yr to yr with respect to the Fund, as long as its continuance is accredited at the very least yearly (1) by the
vote of a majority of the Trustees, and (2) by a vote of nearly all of these Independent Trustees who don’t have any direct or
oblique monetary curiosity within the Plan (the “Rule 12b-1 Trustees”), solid in particular person at a gathering referred to as for the aim
of voting on such approval. The Plans might not be amended to extend materially the quantity of charges paid by the Fund except such
modification is accredited by an Investment Company Act majority vote of the excellent shares and by the Fund Trustees within the method
described above. The Plan is terminable with respect to the Fund at any time by a vote of a majority of the Rule 12b-1 Trustees
or by an Investment Company Act majority vote of the excellent shares.

 

ACCOUNTING AND LEGAL SERVICE PROVIDERS

 

Independent Registered Public Accounting Firm

 

[name/address], serves because the Fund’s impartial registered
public accounting agency. The impartial registered public accounting agency is answerable for auditing the annual monetary statements
of the Fund.

 

Legal Counsel

 

Pellegrino, LLC, 303 West Lancaster Avenue, Suite 302, Wayne,
PA 19087, serves as authorized counsel to the Trust.

 

ADDITIONAL INFORMATION CONCERNING
SHARES

 

Organization and Description of Shares of Beneficial Interest

 

The Trust is a Delaware statutory belief and registered open-end
funding firm. The Trust was organized on October 11, 2013 and has approved capital of a vast variety of Shares
of useful curiosity of no par worth that could be issued in multiple class or collection. Currently, the Trust consists of [
] collection, together with the Fund mentioned on this SAI. The Board might designate further collection and classify Shares of a specific
collection into a number of courses of that collection.

 

Under Delaware legislation, the Trust isn’t required to carry an annual
assembly of shareholders if the Investment Company Act doesn’t require such a gathering, which it doesn’t. Generally, there’ll
not be annual conferences of Trust shareholders, but when requested in writing by shareholders of at the very least 25% of the excellent Shares
of the Trust, the Trust will name a gathering of shareholders. Shareholders holding two-thirds of Shares excellent of the Trust
might take away Trustees from workplace by votes solid at a gathering of Trust shareholders or by written consent.

 

All Shares are freely transferable. Shares won’t have preemptive
rights or cumulative voting rights, and not one of the Shares may have any choice to conversion, trade, dividends, retirements,
liquidation, redemption or some other function. Shares have equal voting rights. The Trust’s Agreement and Declaration of Trust
confers upon the Board the facility, by decision, to change the variety of Shares constituting a Creation Unit or to specify that
Shares of the Fund could also be individually redeemable. The Trust reserves the precise to regulate the inventory costs of Shares to take care of
handy buying and selling ranges for traders. Any such changes could be completed by way of inventory splits or reverse inventory splits
that might don’t have any impact on the NAV of the Fund.

 

The Trust’s Agreement and Declaration of Trust disclaims
legal responsibility of the shareholders or the officers of the Trust for acts or obligations of the Trust which are binding solely on the property
and property of the Trust. The Agreement and Declaration of Trust offers for indemnification out of the Fund’s property
for all loss and expense of the Fund’s shareholders being held personally liable solely by purpose of his or her being or
having been a shareholder and never due to his or her acts or omissions or for another purpose. The threat of a Trust shareholder
incurring monetary loss on account of shareholder legal responsibility is proscribed to circumstances through which the Fund itself wouldn’t be
capable of meet the Trust’s obligations and this threat needs to be thought of distant.

 

 

If the Fund doesn’t develop to a measurement to allow it to be economically
viable, the Fund might stop operations. In such an occasion, shareholders could also be required to liquidate or switch their Shares at
an inopportune time and shareholders might lose cash on their funding.

 

Book Entry Only System

 

The following info dietary supplements and needs to be learn in
conjunction with the part within the Prospectus entitled “Book Entry.”

 

DTC acts as Securities Depository for Shares. Shares of the
Fund are represented by securities registered within the title of DTC or its nominee and deposited with, or on behalf of, DTC.

 

DTC, a restricted goal belief firm, was created to carry securities
of its individuals (the “DTC Participants”) and to facilitate the clearance and settlement of securities transactions
among the many DTC Participants in such securities by way of digital e-book entry modifications in accounts of the DTC Participants, thereby
eliminating the necessity for bodily motion of securities certificates. DTC Participants embrace securities brokers and sellers,
banks, belief firms, clearing companies and sure different organizations, a few of whom (and/or their representatives) personal
DTC. More particularly, DTC is owned by quite a lot of its DTC Participants and by the NYSE, NYSE Amex Equities and FINRA. Access
to the DTC system can be obtainable to others comparable to banks, brokers, sellers and belief firms that clear by way of or preserve
a custodial relationship with a DTC Participant, both straight or not directly (the “Indirect Participants”).

 

Beneficial possession of Shares is proscribed to DTC Participants,
Indirect Participants and individuals holding pursuits by way of DTC Participants and Indirect Participants. Ownership of useful
pursuits in Shares (house owners of such useful pursuits are referred to herein as “Beneficial Owners”) is proven on,
and the switch of possession is effected solely by way of, information maintained by DTC (with respect to DTC Participants) and on the
information of DTC Participants (with respect to Indirect Participants and Beneficial Owners that aren’t DTC Participants). Beneficial
Owners will obtain from or by way of the DTC Participant a written affirmation regarding their buy and sale of Shares.

 

Conveyance of all notices, statements and different communications
to Beneficial Owners is effected as follows. Pursuant to the Depositary Agreement between the Trust and DTC, DTC is required to
make obtainable to the Trust upon request and for a price to be charged to the Trust a list of the Shares of the Fund held by every
DTC Participant. The Trust shall inquire of every such DTC Participant as to the variety of Beneficial Owners holding Shares, straight
or not directly, by way of such DTC Participant. The Trust shall present every such DTC Participant with copies of such discover, assertion
or different communication, in such kind, quantity and at such place as such DTC Participant might fairly request, so that such
discover, assertion or communication could also be transmitted by such DTC Participant, straight or not directly, to such Beneficial Owners.
In addition, the Trust shall pay to every such DTC Participant a good and affordable quantity as reimbursement for the bills attendant
to such transmittal, all topic to relevant statutory and regulatory necessities.

 

Fund distributions shall be made to DTC or its nominee, Cede
& Co., because the registered holder of all Shares. DTC or its nominee, upon receipt of any such distributions, shall instantly
credit score DTC Participants’ accounts with funds in quantities proportionate to their respective useful pursuits in Shares
of the Fund as proven on the information of DTC or its nominee. Payments by DTC Participants to Indirect Participants and Beneficial
Owners of Shares held by way of such DTC Participants might be ruled by standing directions and customary practices, and can
be the duty of such DTC Participants.

 

The Trust has no duty or legal responsibility for any facet
of the information regarding or notices to Beneficial Owners, or funds made on account of useful possession pursuits in such
Shares, or for sustaining, supervising or reviewing any information regarding such useful possession pursuits, or for some other
facet of the connection between DTC and the DTC Participants or the connection between such DTC Participants and the Indirect
Participants and Beneficial Owners proudly owning by way of such DTC Participants.

 

 

DTC might resolve to discontinue offering its service with respect
to Shares at any time by giving affordable discover to the Trust and discharging its obligations with respect thereto below
relevant legislation. Under such circumstances, the Trust shall take motion to discover a substitute for DTC to carry out its capabilities at
a comparable value.

 

Transactions in Creation Units

 

The Fund sells and redeems Shares in Creation Units on a steady
foundation by way of the Distributor, with no gross sales load, on the NAV subsequent decided after receipt of an order in correct kind on any
Business Day. As of the date of this SAI, the Exchange observes the next holidays: New Year’s Day, Martin Luther King,
Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. The
Fund won’t difficulty fractional Creation Units.

 

A Creation Unit is an aggregation of 10,000 Shares. The Board
might declare a break up or a consolidation within the variety of Shares excellent of the Fund or Trust, and make a corresponding change
within the variety of Shares in a Creation Unit.

 

To buy or redeem any Creation Units from the Fund, you
have to be, or transact by way of, an Authorized Participant. In order to be an Authorized Participant, you have to be both a broker-dealer
or different participant (“Participating Party”) within the Continuous Net Settlement System (“Clearing Process”)
of the NSCC or a participant in DTC with entry to the DTC system (“DTC Participant”), and you could execute an settlement
(“Participant Agreement”) with the Distributor that governs transactions within the Fund’s Creation Units.

 

Transactions by an Authorized Participant that could be a Participating
Party utilizing the NSCC system are known as transactions “by way of the Clearing Process.” Transactions by an Authorized
Participant that could be a DTC Participant utilizing the DTC system are known as transactions “exterior the Clearing Process.”

 

Investors who aren’t Authorized Participants however need to transact
in Creation Units might contact the Distributor for the names of Authorized Participants. An Authorized Participant might require traders
to enter right into a separate settlement to transact by way of it for Creation Units and will require orders for purchases of shares positioned
with it to be in a specific kind. Investors needs to be conscious that their dealer might not be an Authorized Participant and, due to this fact,
might have to position any order to buy or redeem Creation Units by way of one other dealer or particular person that’s an Authorized Participant,
which can lead to further fees. There are anticipated to be a restricted variety of Authorized Participants at anybody time.

 

Orders have to be transmitted by an Authorized Participant by phone
or different transmission technique acceptable to the Distributor pursuant to procedures set forth within the Participant Agreement. Market
disruptions and phone or different communication failures might impede the transmission of orders.

 

Purchasing Creation Units

 

Fund Deposit. The consideration for a Creation Unit of
the Fund is the Fund Deposit. The Fund Deposit will include the In-Kind Creation Basket and Cash Component, or an all money fee
(“Cash Value”), as decided by the Adviser to be in the very best curiosity of the Fund.

 

The Cash Component will sometimes embrace a “Balancing
Amount” reflecting the distinction, if any, between the NAV of a Creation Unit and the market worth of the securities within the
In-Kind Creation Basket. If the NAV per Creation Unit exceeds the market worth of the securities within the In-Kind Creation Basket,
the purchaser pays the Balancing Amount to the Fund. By distinction, if the NAV per Creation Unit is lower than the market worth of
the securities within the In-Kind Creation Basket, the Fund pays the Balancing Amount to the purchaser. The Balancing Amount ensures
that the consideration paid by an investor for a Creation Unit is strictly equal to the worth of the Creation Unit.

 

The Transfer Agent, in a portfolio composition file despatched by way of
the NSCC, usually makes obtainable on every Business Day, instantly previous to the opening of enterprise on the Exchange (at present
9:30 a.m., Eastern time), an inventory of the names and the required variety of shares of every safety within the In-Kind Creation Basket
to be included within the present Fund Deposit for the Fund (primarily based on details about the Fund’s portfolio on the finish of the
earlier Business Day) (topic to modification or correction). If relevant, the Transfer Agent, by way of the NSCC, additionally makes obtainable
on every Business Day, the estimated Cash Component or Cash Value, efficient by way of and together with the earlier Business Day, per
Creation Unit.

 

 

The introduced Fund Deposit is relevant, topic to any changes
as described under, for purchases of Creation Units of the Fund till such time because the next-announced Fund Deposit is made obtainable.
From everyday, the composition of the In-Kind Creation Basket might change as, amongst different issues, company actions and funding
choices by the Adviser are applied for the Fund’s portfolio. All questions as to the composition of the In-Kind Creation
Basket and the validity, kind, eligibility and acceptance for deposit of any securities shall be decided by the Fund, and the
Fund’s willpower shall be closing and binding. The Fund reserves the precise to simply accept a nonconforming (i.e., customized)
Fund Deposit.

 

Payment of any stamp responsibility or the like shall be the only real duty
of the Authorized Participant buying a Creation Unit. The Authorized Participant should make sure that all Deposit Securities correctly
denote change in useful possession.

 

Cash in lieu. The Fund might, in its sole discretion, allow
or require the substitution of an amount of money (“money in lieu”) to be added to the Cash Component to interchange any
safety within the In-Kind Creation Basket. The Fund might allow or require money in lieu when, for instance, the securities within the In-Kind
Creation Basket might not be obtainable in adequate amount for supply or might not be eligible for switch by way of the programs
of DTC or the Clearing Process. Similarly, the Fund might allow or require money in lieu when, for instance, the Authorized Participant
or its underlying investor is restricted below U.S. or native securities legislation or insurance policies from transacting in a number of securities
within the In-Kind Creation Basket. The Fund will adjust to the federal securities legal guidelines in accepting securities within the In-Kind Creation
Basket, together with the securities within the In-Kind Creation Basket which are bought in transactions that might be exempt from registration
below the 1933 Act. All orders involving money in lieu are thought of to be “customized orders.”

 

Order Cut-Off Time. For an order involving a Creation
Unit to be effectuated on the Fund’s NAV on a specific day, it have to be acquired by the Distributor by or earlier than the deadline
for such order (“Order Cut-Off Time”). The Business Day following the day on which such an order is submitted to buy
Creation Units of such Funds is known as the “Order Placement Date.”

 

The Order Cut-Off Time for orders to buy Creation Units
for Fund is 4:00 p.m. Eastern time.

 

Accordingly, In-Kind Creation and Redemption Baskets are anticipated
to be accepted till the shut of normal buying and selling on the Exchange on every Business Day, which is normally 4:00 p.m., Eastern
time. On days when the Exchange or bond markets shut sooner than regular (such because the day earlier than a vacation), the Order Cut-Off
Time is anticipated to trace the Exchange closing and be equally sooner than regular.

 

Custom orders sometimes clear exterior the Clearing Process and,
due to this fact, like different orders exterior the Clearing Process, might should be transmitted early on the related Business Day to be
effectuated at that day’s NAV. A customized order could also be positioned when, for instance, an Authorized Participant can not transact
in a safety within the In-Kind Creation or Redemption Basket and extra money is included in a Fund Deposit or Fund Redemption
in lieu of such safety. Custom orders could also be required to be acquired by the Distributor by 3:00 p.m., Eastern time to be
effectuated primarily based on the Fund’s NAV on that Business Day.

 

In all circumstances, money and securities needs to be transferred to the
Fund by the “Settlement Date,” which, except prolonged as famous under, is usually the Business Day instantly following
the Transmittal Date. The Settlement Date could also be prolonged to 2 Business Days following the Transmittal Date if deemed to be in
the very best pursuits of the Fund and its shareholders by the Adviser. Persons putting customized orders or orders involving Cash Value
ought to pay attention to time deadlines imposed by intermediaries, comparable to DTC and/or the Federal Reserve Bank wire system, which can
delay the supply of money and securities by the Settlement Date.

 

 

Placement of Creation Orders. All buy orders should
be positioned by or by way of an Authorized Participant. To order a Creation Unit, an Authorized Participant should submit an irrevocable
buy order to the Distributor. In-kind (parts of) buy orders might be processed by way of the Clearing Process when it
is out there. The Clearing Process is an enhanced clearing course of that’s obtainable just for sure securities and solely to DTC
Participants which are additionally individuals within the Clearing Process of the NSCC. In-kind (parts of) buy orders not topic
to the Clearing Process will undergo a handbook clearing course of run by DTC. Fund Deposits that embrace authorities securities
have to be delivered by way of the Federal Reserve Bank wire switch system (“Federal Reserve System”). Fund Deposits that
embrace money could also be delivered by way of the Clearing Process or the Federal Reserve System. Certain orders for the Fund could also be made
exterior the Clearing Process. In-kind deposits of securities for such orders have to be delivered by way of the Federal Reserve System
(for presidency securities) or by way of DTC (for company securities).

 

Orders Using Clearing Process. In reference to creation
orders made by way of the Clearing Process, the Distributor transmits, on behalf of the Authorized Participant, such commerce directions
as are essential to impact the creation order. Pursuant to such commerce directions, the Authorized Participant agrees to ship
the requisite Fund Deposit to the Trust, along with such further info as could also be required by the Distributor. An order
to create Creation Units by way of the Clearing Process is deemed acquired by the Distributor on the Business Day the order is positioned
(“Transmittal Date”) if (i) such order is acquired by the Distributor by the Closing Time on such Transmittal
Date and (ii) all different procedures set forth within the Participant Agreement are correctly adopted. Cash Components might be delivered
utilizing both the Clearing Process or the Federal Reserve System, as described under.

 

Orders Outside Clearing Process. Fund Deposits made exterior
the Clearing Process should state that the DTC Participant isn’t utilizing the Clearing Process and that the creation of Creation Units
will as a substitute be effected by way of a switch of securities and money straight by way of DTC. With respect to such orders, the Fund
Deposit switch have to be ordered by the DTC Participant on the Transmittal Date in a well timed style in order to make sure the supply
of the requisite variety of securities within the In-Kind Creation Basket (whether or not customary or customized) by way of DTC to the related Trust
account by 11:00 a.m., Eastern time (the “DTC Cut-Off Time”) on the Business Day instantly following the Transmittal
Date. The amount of money equal to the Cash Component, together with any money in lieu and Transaction Fee, have to be transferred straight
to the Custodian by way of the Federal Reserve Bank wire switch system in a well timed method in order to be acquired by the Custodian
no later than 12:00 p.m., Eastern time, on the Business Day instantly following the Transmittal Date. The supply of company
securities by way of DTC should happen by 3:00 p.m., Eastern time, on the Business Day instantly following the Transmittal Date.
The supply of presidency securities by way of the Federal Reserve System should happen by 3:00 p.m., Eastern time, on the Business
Day instantly following the Transmittal Date. 

 

An order to create Creation Units exterior the Clearing Process
is deemed acquired by the Distributor on the Transmittal Date if (i) such order is acquired by the Distributor by the Closing
Time on such Transmittal Date and (ii) all different procedures set forth within the Participant Agreement are correctly adopted.
If the Custodian doesn’t obtain each the required In-Kind Creation Basket by the DTC Cut-Off Time and the Cash Component and
relevant Transaction Fee by the appointed time, such order could also be canceled. Upon written discover to the Distributor, a canceled
order could also be resubmitted the next Business Day utilizing the Fund Deposit as newly constituted to mirror the then-current In-Kind
Creation Basket and Cash Component. Generally, the supply of Creation Units so created will usually happen no later than the
second Business Day following the day on which the order is deemed acquired by the Distributor. The Settlement Date could also be prolonged
to 2 Business Days following the Transmittal Date if deemed to be in the very best pursuits of the Fund and its shareholders by the
Adviser. Authorized Participants that submit a canceled order might be liable to the Fund for any losses ensuing therefrom.

 

Orders involving overseas securities are anticipated to be settled
exterior the Clearing Process. Thus, upon receipt of an irrevocable buy order, the Distributor will notify the Adviser and
the Custodian of such order. The Custodian, who may have brought on the suitable native sub-custodian(s) of the Fund to take care of
an account into which an Authorized Participant might ship the Fund Deposit (or money in lieu), with changes decided by
the Fund, will then present info of the order to such native sub-custodian(s). The Authorized Participant should additionally make
obtainable on or earlier than the Settlement, by means passable to the Fund, instantly obtainable or similar day funds in U.S. {dollars}
estimated by the Fund to be adequate to pay the Cash Component and Transaction Fee.

 

While, as acknowledged above, Creation Units are usually delivered
the next Business Day, and usually no later than the second Business Day following the day on which the order is deemed
acquired by the Distributor, besides the Fund might settle Creation Unit transactions on a foundation apart from the one described above
in an effort to accommodate overseas market vacation schedules, to account for various remedy amongst overseas and U.S. markets of
dividend report dates and ex-dividend dates (that’s the final day the holder of a safety can promote the safety and nonetheless obtain
dividends payable on the safety), and in sure different circumstances.

 

 

Acceptance of Orders for Creation Units. The Trust reserves
absolutely the proper to reject a creation order transmitted to it by the Distributor in respect of the Fund if: (i) the order
isn’t in correct kind; (ii) the investor(s), upon acquiring the Shares, would personal 80% or extra of the at present excellent
Shares of the Fund; (iii) the securities delivered don’t conform to the In-Kind Creation Basket for the related date; (iv) acceptance
of the Fund Deposit would have hostile tax penalties to the Fund; (v) acceptance of the Fund Deposit would, within the opinion
of counsel, be illegal; (vi) acceptance of the Fund Deposit would in any other case, within the discretion of the Trust, the Fund or
the Adviser, have an hostile impact on the Trust, the Fund or the rights of useful house owners; or (vii) within the occasion that
circumstances which are exterior the management of the Trust, Custodian, Distributor and Adviser make it virtually unattainable to course of
creation orders. Examples of such circumstances embrace acts of God; public service or utility issues leading to phone,
telecopy and pc failures; fires, floods or excessive climate circumstances; market circumstances or actions inflicting buying and selling halts;
programs failures involving pc or different info programs affecting the Trust, the Adviser, the Distributor, DTC, NSCC,
the Custodian or sub-custodian or some other participant within the creation course of; and comparable extraordinary occasions. The Distributor
shall notify an Authorized Participant of its rejection of the order. The Fund, the Custodian, any sub-custodian and the Distributor
are below no responsibility, nonetheless, to provide notification of any defects or irregularities within the supply of Fund Deposits, and so they shall
not incur any legal responsibility for the failure to provide any such notification.

 

Issuance of a Creation Unit. Once the Fund has accepted
a creation order, upon subsequent willpower of the Fund’s NAV, the Fund will affirm the issuance of a Creation Unit, towards
receipt of fee, at such NAV. The Distributor will transmit a affirmation of acceptance to the Authorized Participant that
positioned the order.

 

Except as supplied under, a Creation Unit won’t be issued
till the Fund obtains good title to the Kind-Creation Basket securities and the Cash Component, together with any money in lieu and
Transaction Fee. The supply of Creation Units will usually happen no later than the second Business Day following the Transmittal
Date for securities.

 

In sure circumstances, Authorized Participants will create and redeem
Creation Units on the identical commerce date. In these cases, the Trust reserves the precise to settle these transactions on a internet foundation.

 

With respect to orders involving overseas securities, when the
relevant native sub-custodian(s) has confirmed to the Custodian that the In-Kind Creation Basket (or money in lieu) has been delivered
to the Fund’s account on the relevant sub-custodian(s), the Distributor and the Adviser shall be notified of such supply,
and the Fund will difficulty and trigger the supply of the Creation Unit.

 

Creation Units could also be created prematurely of receipt by the Trust
of all or a portion of the relevant In-Kind Creation Basket, supplied the purchaser tenders an preliminary deposit consisting of
any obtainable securities within the In-Kind Creation Basket and money equal to the sum of the Cash Component and at the very least 105% of the
market worth, as adjusted sometimes by the Adviser, of the In-Kind Creation Basket securities not delivered (“Additional
Cash Deposit”). Such preliminary deposit may have a price larger than the NAV of the Creation Unit on the date the order is
positioned. The order shall be deemed to be acquired on the Transmittal Date supplied that it’s positioned in correct kind previous to 4:00 p.m.,
Eastern time, on such date, and federal funds within the applicable quantity are deposited with the Custodian by the DTC Cut-Off Time
the next Business Day. If the order isn’t positioned in correct kind by 4:00 p.m., Eastern time, or federal funds within the
applicable quantity aren’t acquired by the DTC Cut-Off Time the subsequent Business Day, then the order might be canceled or deemed unreceived
and the Authorized Participant effectuating such transaction might be liable to the Fund for any losses ensuing therefrom.

 

To the extent securities within the In-Kind Creation Basket stay
undelivered, pending supply of such securities more money might be required to be deposited with the Trust as essential to
preserve an Additional Cash Deposit equal to at the very least 105% (as adjusted by the Adviser) of the every day marked-to-market worth of
the lacking securities. To the extent that both such securities are nonetheless not acquired by 1:00 p.m., Eastern time, on the
second Business Day following the day on which the acquisition order is deemed acquired by the Distributor or a marked-to-market fee
isn’t made inside one Business Day following notification to the purchaser and/or Authorized Participant that such a fee is
required, the Trust might use the money on deposit to buy the lacking securities, and the Authorized Participant effectuating
such transaction might be liable to the Fund for any prices incurred therein or losses ensuing therefrom, together with any Transaction
Fee, any quantity by which the precise buy value of the lacking securities exceeds the Additional Cash Deposit or the market
worth of such securities on the day the acquisition order was deemed acquired by the Distributor, in addition to brokerage and associated
transaction prices. The Trust will return any unused portion of the Additional Cash Deposit as soon as all the lacking securities have
been acquired by the Trust. The supply of Creation Units so created will usually happen no later than the second Business Day
following the day on which the acquisition order is deemed acquired by the Distributor.

 

 

Transaction Fees

 

Authorized Participants could also be required to pay a Transaction
Fee as set forth within the desk under to compensate the Trust or its custodian for prices incurred in reference to creation and
redemption transactions (“Transaction Costs”):

 

Fund   Standard Transaction Fee     Variable Charge  
             
Viridi ESG Crypto Mining ETF   $ 500 *     Up to 2.00%  

 

* The Transaction Fee could also be increased for transactions
exterior the Clearing Process. In addition, one half of the Transaction Fee could also be waived along with rebalancing transactions.

 

The Standard Transaction Fee, which is payable to the Trust’s
custodian, sometimes applies to in-kind purchases of the Fund effected by way of the Clearing Process on any Business Day, regardless
of the variety of Creation Units bought or redeemed that day (assuming, within the case of a number of orders on the identical day, that
the orders are acquired at or close to the identical time). A Transaction Fee of as much as 4 instances the usual price might apply to creation
and redemption transactions that happen exterior the Clearing Process. As proven within the desk above, sure Fund Deposits consisting
of cash-in-lieu or Cash Value could also be topic to a variable cost, which is payable to the Fund, of as much as 2.00% of the worth of
the order along with the usual Transaction Fee. The Standard Transaction Fee could also be waived on sure orders if the Trust’s
custodian has decided to waive the Transaction Costs related to the order or one other occasion, such because the Adviser, has agreed
to pay such price. The Fund might decide to waive the variable cost on sure orders when such waiver is set to be in
the very best pursuits of Fund shareholders, e.g., for money creation orders that facilitate the rebalance of the Fund’s portfolio
in a extra tax environment friendly method than could possibly be achieved with out such order.

 

The Fund might regulate the Transaction Fee sometimes. The
Standard Transaction Fee is predicated, partially, on the variety of holdings within the Fund’s portfolio and could also be adjusted on a quarterly
foundation if the variety of holdings change. Investors may even be answerable for the prices related to transferring the securities
within the In-Kind Creation (and Redemption) Baskets to (and from) the account of the Trust. Further, traders who, straight or not directly,
use the providers of a dealer or different middleman to compose a Creation Unit along with an Authorized Participant to impact
a transaction in Creation Units could also be charged a further price by such middleman for such providers.

 

Cash Purchase Method. When money purchases of Creation
Units can be found or specified for the Fund, they are going to be effected in basically the identical method as in-kind purchases. In the
case of a money buy, the investor should pay the money equal of the Fund Deposit. In addition, money purchases could also be topic
to Transaction Fees as described above.

 

Redeeming Creation Units

 

Fund Redemptions. Fund Shares could also be redeemed solely in
Creation Units at their NAV subsequent decided after receipt of a redemption request in correct kind by the Fund by way of the Transfer
Agent and solely on a Business Day. The redemption proceeds for a Creation Unit will include the In-Kind Redemption Basket and
a Cash Redemption Amount, or an all money fee (“Cash Value”), in all cases equal to the worth of a Creation
Unit.

 

 

There may be no assurance that there might be adequate liquidity
in Shares within the secondary market to allow meeting of a Creation Unit. In addition, traders might incur brokerage and different prices
in reference to assembling a Creation Unit.

 

The Cash Redemption Amount will sometimes embrace a Balancing
Amount, reflecting the distinction, if any, between the NAV of a Creation Unit and the market worth of the securities within the In-Kind
Redemption Basket. If the NAV per Creation Unit exceeds the market worth of the securities within the In-Kind Redemption Basket, the
Fund pays the Balancing Amount to the redeeming investor. By distinction, if the NAV per Creation Unit is lower than the market worth
of the securities within the In-Kind Redemption Basket, the redeeming investor pays the Balancing Amount to the Fund.

 

The composition of the In-Kind Creation Basket will usually
be the identical because the composition of the In-Kind Redemption Basket. Otherwise, the In-Kind Redemption Basket might be made obtainable
by the Adviser or Transfer Agent. The Fund reserves the precise to simply accept a nonconforming (i.e., customized) Fund Redemption.

 

In lieu of an In-Kind Redemption Basket and Cash Redemption
Amount, Creation Units could also be redeemed consisting solely of money in an quantity equal to the NAV of a Creation Unit, which quantity
is known as the Cash Value. Such redemptions for the Fund could also be topic to a variable cost, as defined above. If relevant,
details about the Cash Value might be made obtainable by the Adviser or Transfer Agent.

 

From everyday, the composition of the In-Kind Redemption Basket
might change as, amongst different issues, company actions are applied for the Fund’s portfolio. All questions as to the composition
of the In-Kind Redemption Basket and the validity, kind, eligibility and acceptance for deposit of any securities shall be decided
by the Fund, and the Fund’s willpower shall be closing and binding.

 

The proper of redemption could also be suspended or the date of fee
postponed: (i) for any interval throughout which the NYSE is closed (apart from customary weekend and vacation closings); (ii) for
any interval throughout which buying and selling on the NYSE is suspended or restricted; (iii) for any interval throughout which an emergency exists
because of which disposal of the Shares or willpower of the Fund’s NAV isn’t fairly practicable; or (iv) in
such different circumstances as permitted by the SEC, together with as described under.

 

Cash in lieu. The Fund might, in its sole discretion, allow
or require the substitution of an amount of money (“money in lieu”) to be added to the Cash Redemption Amount to interchange
any safety within the In-Kind Redemption Basket. The Fund might allow or require money in lieu when, for instance, the securities in
the In-Kind Redemption Basket might not be obtainable in adequate amount for supply or might not be eligible for switch by way of
the programs of DTC or the Clearing Process. Similarly, the Fund might allow or require money in lieu when, for instance, the Authorized
Participant or its underlying investor is restricted below U.S. or native securities legislation or insurance policies from transacting in a single or
extra securities within the In-Kind Redemption Basket. The Fund will adjust to the federal securities legal guidelines in satisfying redemptions
with the relevant In-Kind Redemption Basket, together with the securities within the In-Kind Redemption Basket which are bought in transactions
that might be exempt from registration below the 1933 Act. All redemption orders involving money in lieu are thought of to be “customized
redemptions.”

 

Placement of Redemption Orders. Redemptions have to be positioned
to the Transfer Agent by way of the Distributor. In addition, redemption orders have to be processed both by way of the DTC course of
or the Clearing Process. To redeem a Creation Unit, an Authorized Participant should submit an irrevocable redemption order to the
Distributor.

 

An Authorized Participant submitting a redemption order is deemed
to characterize to the Fund that it or, if relevant, the investor on whose behalf it’s performing, (i) owns outright or has full authorized
authority and authorized useful proper to tender for redemption the Creation Unit to be redeemed and might obtain the complete proceeds
of the redemption, and (ii) all the Shares within the Creation Unit to be redeemed haven’t been borrowed, loaned or pledged to
one other occasion nor are they the topic of a repurchase settlement, securities lending settlement or such different association which
would preclude the supply of such Shares to the Fund. The Fund reserves absolutely the proper, in its sole discretion, to confirm
these representations, however will sometimes require verification in reference to increased ranges of redemption exercise and/or quick
curiosity within the Fund. If the Authorized Participant, upon receipt of a verification report, doesn’t present adequate verification
of the requested representations, the redemption order won’t be thought of to be in correct kind and could also be rejected by the Fund.

 

 

In sure circumstances, Authorized Participants will create and redeem
Creation Units on the identical commerce date. In these cases, the Trust reserves the precise to settle these transactions on a internet foundation.

 

Placement of Redemption Orders Using Clearing Process.
Orders to redeem Creation Units by way of the Clearing Process are deemed acquired by the Trust on the Transmittal Date if (i) such
order is acquired by the Transfer Agent not later than the Order Cut-Off Time on such Transmittal Date, and (ii) all different
procedures set forth within the Participant Agreement are correctly adopted. Orders deemed acquired might be effectuated primarily based on the
NAV of the Fund as subsequent decided. An order to redeem Creation Units utilizing the Clearing Process made in correct kind however acquired
by the Trust after the Order Cut-Off Time might be deemed acquired on the subsequent Business Day and might be effected on the NAV subsequent
decided on such subsequent Business Day. In reference to such orders, the Distributor transmits on behalf of the Authorized Participant
such commerce directions as are essential to impact the redemption. Pursuant to such commerce directions, the Authorized Participant
agrees to ship the requisite Creation Unit(s) to the Fund, along with such further info as could also be required by the
Distributor. Cash Redemption Amounts might be delivered utilizing both the Clearing Process or the Federal Reserve System. The relevant
In-Kind Redemption Basket and the Cash Redemption Amount might be transferred to the investor by the second NSCC enterprise day following
the date on which such request for redemption is deemed acquired.

 

Placement of Redemption Orders Outside Clearing Process.
Orders to redeem Creation Units exterior the Clearing Process should state that the DTC Participant isn’t utilizing the Clearing Process
and that redemption of Creation Units will as a substitute be effected by way of switch of Shares straight by way of DTC. Such orders are
deemed acquired by the Trust on the Transmittal Date if: (i) such order is acquired by the Transfer Agent not later than the
Order Cut-Off Time on the Transmittal Date; (ii) such order is accompanied or adopted by the supply of each (a) the
Creation Unit(s), which supply have to be made by way of DTC to the Custodian no later than the DTC Cut-Off Time on the Business Day
instantly following the Transmittal Date and (b) the Cash Redemption Amount by 12:00 p.m., Eastern time, on the Business
Day instantly following the Transmittal Date; and (iii) all different procedures set forth within the Participant Agreement are
correctly adopted. After the Trust has deemed such an order acquired, the Trust will provoke procedures to switch, and count on
to ship, the requisite In-Kind Redemption Basket and/or any Cash Redemption Amount owed to the redeeming occasion by the second
Business Day following the Transmittal Date on which such redemption order is deemed acquired by the Trust.

 

Orders involving overseas securities are anticipated to be settled
exterior the Clearing Process. Thus, upon receipt of an irrevocable redemption order, the Distributor will notify the Adviser and
the Custodian. The Custodian will then present info of the redemption to the Fund’s native sub-custodian(s). The redeeming
Authorized Participant, or the investor on whose behalf it’s performing, may have established applicable preparations with a broker-dealer,
financial institution or different custody supplier in every jurisdiction through which the securities are usually traded and to which such securities
(and any money in lieu) may be delivered from the Fund’s accounts on the relevant native sub-custodian(s).

 

The calculation of the worth of the In-Kind Redemption Basket
and the Cash Redemption Amount to be delivered/acquired upon redemption might be made by the Custodian computed on the Business
Day on which a redemption order is deemed acquired by the Trust. Therefore, if a redemption order in correct kind is submitted to
the Transfer Agent by a DTC Participant or an Authorized Participant with the flexibility to transact by way of the Federal Reserve System,
as relevant, not later than Closing Time on the Transmittal Date, and the requisite variety of Shares of the Fund are delivered
to the Custodian previous to the DTC Cut-Off-Time, then the worth of the In-Kind Redemption Basket and the Cash Redemption Amount
to be delivered/acquired might be decided by the Custodian on such Transmittal Date. If, nonetheless, both: (i) the requisite
variety of Shares of the Fund aren’t delivered by the DTC Cut-Off-Time, as described above, or (ii) the redemption order is
not submitted in correct kind, then the redemption order won’t be deemed acquired as of the Transmittal Date. In such case, the
worth of the In-Kind Redemption Basket and the Cash Redemption Amount to be delivered/acquired might be computed on the Business
Day following the Transmittal Date supplied that the Fund Shares of the Fund are delivered by way of DTC to the Custodian by 11:00 a.m.,
Eastern time, the next Business Day pursuant to a correctly submitted redemption order.

 

 

If it’s not doable to impact deliveries of the securities
within the In-Kind Redemption Basket, the Trust might in its discretion train its choice to redeem Shares in money, and the redeeming
useful proprietor might be required to obtain its redemption proceeds in money. In addition, an investor might request a redemption
in money that the Fund might, in its sole discretion, allow. In both case, the investor will obtain a money fee equal to the
NAV of its Shares primarily based on the NAV of Shares of the Fund subsequent decided after the redemption request is acquired in correct kind
(minus a Transaction Fee, together with a variable cost, if relevant, as described above).

 

The Fund can also, in its sole discretion, upon request of a
shareholder, present such redeemer a portfolio of securities that differs from the precise composition of the In-Kind Redemption
Basket, or money in lieu of some securities added to the Cash Component, however in no occasion will the overall worth of the securities
delivered and the money transmitted differ from the NAV. Redemptions of Fund Shares for the In-Kind Redemption Basket might be topic
to compliance with relevant federal and state securities legal guidelines and the Fund (whether or not or not it in any other case permits money redemptions)
reserves the precise to redeem Creation Units for money to the extent that the Trust couldn’t lawfully ship particular securities
within the In-Kind Redemption Basket upon redemptions or couldn’t accomplish that with out first registering the securities within the In-Kind Redemption
Basket below such legal guidelines. An Authorized Participant or an investor for which it’s performing topic to a authorized restriction with respect
to a specific safety included within the In-Kind Redemption Basket relevant to the redemption of a Creation Unit could also be paid
an equal amount of money. The Authorized Participant might request the redeeming useful proprietor of the Shares to finish an
order kind or to enter into agreements with respect to such issues as compensating money fee, useful possession of shares
or supply directions.

 

Delivery of Redemption Basket. Once the Fund has accepted
a redemption order, upon subsequent willpower of the Fund’s NAV, the Fund will affirm the issuance of an In-Kind Redemption
Basket, towards receipt of the Creation Unit(s) at such NAV, any money in lieu and Transaction Fee, if relevant. A Creation Unit
tendered for redemption and the fee of the Cash Redemption Amount, any money in lieu and Transaction Fee, if relevant, will
be effected by way of DTC. The Authorized Participant, or the investor on whose behalf it’s performing, might be recorded on the book-entry
system of DTC.

 

In sure circumstances, Authorized Participants will create and redeem
Creation Units on the identical commerce date. In these cases, the Trust reserves the precise to settle these transactions on a internet foundation.

 

Cash Redemption Method. When money redemptions of Creation
Units can be found or specified for the Fund, they are going to be effected in basically the identical method as in-kind redemptions. In
the case of a money redemption, the investor will obtain the money equal of the In-Kind Redemption Basket minus any Transaction
Fees, if relevant.

 

Settlement of Foreign Securities and Regular Foreign Holidays

 

The Fund usually intends to impact deliveries of Creation
Units and portfolio securities on a foundation of the Transmittal Date (“T”) plus two Business Days (i.e., days on
which the nationwide securities trade is open) (“T+2”). The Fund might impact deliveries of Creation Units and portfolio
securities on a foundation apart from T+2 in an effort to accommodate native vacation schedules, to account for various remedy amongst
overseas and U.S. markets of dividend report dates and ex-dividend dates or below sure different circumstances. Given that overseas
securities settle in accordance with the conventional guidelines of settlement of such securities within the relevant overseas market, coupled
with overseas market vacation schedules, the Settlement Date could also be as much as 14 calendar days after the Transmittal Date in sure
circumstances.

 

The skill of the Trust to impact in-kind creations and redemptions
inside two Business Days of receipt of an order in good kind is topic, amongst different issues, to the situation that, inside the
time interval from the date of the order to the date of supply of the securities, there are not any days which are holidays within the relevant
overseas market. In such circumstances, the native market settlement procedures won’t begin till the tip of the native vacation durations.
For each prevalence of a number of intervening holidays within the relevant overseas market that aren’t holidays noticed within the
U.S. fairness market, the redemption settlement cycle might be prolonged by the variety of such intervening holidays. In addition to
holidays, different unforeseeable closings in a overseas market as a consequence of emergencies can also stop the Trust from delivering securities
inside regular settlement durations. The proclamation of latest holidays, the remedy by market individuals of sure days as “casual
holidays” (e.g., days on which no or restricted securities transactions happen, because of considerably shortened
buying and selling hours), the elimination of current holidays or modifications in native securities supply practices might have an effect on the knowledge
set forth herein at a while sooner or later.

 

 

Because the Fund’s portfolio securities might commerce on days
that the Fund’s Exchange is closed or on days that aren’t Business Days for the Fund, Authorized Participants might not be
capable of redeem their Shares, or to buy and promote Shares on the Exchange, on days when the NAV of the Fund could possibly be considerably
affected by occasions within the related non-U.S. markets.

 

DETERMINATION OF NET ASSET VALUE

 

The NAV of Shares is calculated every enterprise day as of the
shut of normal buying and selling on the New York Stock Exchange (“NYSE”), usually 4:00 p.m., Eastern time.

 

The Fund calculates its NAV per Share by:

 

Taking the present market worth of its complete property,

 

Subtracting any liabilities, and

 

Dividing that quantity by the overall variety of Shares
owned by shareholders.

 

If you purchase or promote Shares on the secondary market, you’ll
pay or obtain the market value, which can be increased or decrease than NAV. Your transaction might be priced at NAV solely if you are going to buy
or redeem your Shares in Creation Units.

 

Because securities listed on overseas exchanges might commerce on
weekends or different days when the Fund doesn’t value its Shares, the NAV of the Fund, to the extent it might maintain overseas securities,
might change on days when shareholders won’t be able to buy or promote Shares.

 

Equity securities which are traded on a nationwide securities trade,
besides these listed on the NASDAQ Global Market® (“NASDAQ”) are valued on the final reported sale value on the trade
on which the safety is

principally traded. Securities traded on NASDAQ might be valued
on the NASDAQ Official Closing Price (“NOCP”). If, on a specific day, an exchange-traded or NASDAQ safety does
not commerce, then the latest quoted bid for trade traded or the imply between the latest quoted bid and ask value for
NASDAQ securities might be used. Equity securities that aren’t traded on a listed trade are usually valued on the final sale
value within the over-the-counter market. If a non-exchange traded safety doesn’t commerce on a specific day, then the imply between
the final quoted closing bid and requested value might be used. Prices denominated in foreign currency echange are transformed to U.S. greenback
equivalents on the present trade price, which approximates truthful worth.

 

If a market value isn’t available or is deemed not
to mirror market worth, the Fund will decide the value of the safety held by the Fund primarily based on a willpower of the safety’s
truthful worth pursuant to insurance policies and procedures accredited by the Board.

 

Fair valuation might have the impact of decreasing stale pricing
arbitrage alternatives offered by the pricing of Fund Shares. However, when the Fund makes use of truthful valuation to cost securities,
it might worth these securities increased or decrease than one other fund would have priced the safety. Also, using truthful valuation
might trigger the Shares’ NAV efficiency to diverge from the Shares’ market value and from the efficiency of varied
benchmarks used to match the Fund’s efficiency as a result of benchmarks usually don’t use truthful valuation strategies. Because
of the judgment concerned in truthful valuation choices, there may be no assurance that the worth ascribed to a specific safety
is correct.

 

Repurchase agreements are usually valued at par. Pricing providers
might be used to find out the worth of a hard and fast earnings funding. In sure circumstances, short-term devices could also be valued
on the idea of amortized value.

 

Redeemable securities issued by open-end funding firms
are valued on the funding firm’s relevant internet asset worth, except for exchange-traded open-end funding
firms that are priced as fairness securities. Each funding firm values securities and different devices in a fashion as
described in that funding firm’s prospectus.

 

Prices denominated in foreign currency echange are transformed to U.S.
{dollars} on the present trade price, which approximates truthful worth.

 

 

TAXES

 

The following is a abstract of sure further tax concerns
usually affecting the Fund and its shareholders that aren’t described within the Prospectus. No try is made to current an in depth
rationalization of the tax remedy of the Fund or its shareholders, and the dialogue right here and within the Prospectus isn’t supposed
as an alternative to cautious tax planning.

 

This “Taxes” part is predicated on the Code and relevant
laws in impact on the date of this SAI. Future legislative, regulatory or administrative modifications, together with provisions of
present legislation that sundown and thereafter not apply, or courtroom choices might considerably change the tax guidelines relevant to
the Fund and its shareholders. Any of those modifications or courtroom choices might have a retroactive impact.

 

In addition, no try is made to deal with tax considerations relevant
to an investor with a particular tax standing comparable to a monetary establishment, actual property funding belief, insurance coverage firm, regulated
funding firm (“RIC”), particular person retirement account, different tax-exempt entity, supplier in securities, or non-U.S.
investor. Furthermore, this dialogue doesn’t mirror doable software of the choice minimal tax (“AMT”).
Unless in any other case famous, this dialogue assumes shares of the Fund are held by U.S. shareholders and that such shares are held
as capital property.

 

A U.S. shareholder is a useful proprietor of Shares of the Fund
that’s for U.S. federal earnings tax functions:

 

a citizen or particular person resident of the United States (together with sure former residents and former long-term residents);

 

a company or different entity handled as a company for U.S. federal earnings tax functions, created or organized in or below
the legal guidelines of the United States or any state thereof or the District of Columbia;

 

an property, the earnings of which is topic to U.S. federal earnings taxation no matter its supply; or

 

a belief with respect to which a courtroom inside the United States is ready to train main supervision over its administration
and a number of U.S. shareholders have the authority to manage all of its substantial choices or the belief has made a sound
election in impact below relevant Treasury laws to be handled as a U.S. particular person.

 

A “Non-U.S. investor” is a useful proprietor of Shares
of the Fund that’s a person, company, belief or property and isn’t a U.S. shareholder. If a partnership (together with any
entity handled as a partnership for U.S. federal earnings tax functions) holds shares of the Fund, the tax remedy of a companion
within the partnership usually relies upon upon the standing of the companion and the actions of the partnership. A potential shareholder
who’s a companion of a partnership holding the Fund shares ought to seek the advice of its tax advisors with respect to the acquisition, possession
and disposition of its Fund shares.

 

This is for normal info solely and never tax recommendation.
All traders ought to seek the advice of their very own tax advisors as to the federal, state, native and overseas tax provisions relevant to them.

 

Taxation of the Fund

 

The Fund is handled as a separate company for federal earnings
tax functions. Losses within the Fund don’t offset positive factors in one other fund within the Fund Complex and the necessities (apart from sure
organizational necessities) for qualifying for regulated funding firm standing as described under are decided on the Fund
degree slightly than the Trust degree.

 

 

The Fund has elected and intends to qualify, or, if newly organized,
intends to elect and qualify, every year as a regulated funding firm (typically known as a “regulated funding
firm,” “RIC” or “fund”) below Subchapter M of the Code. If the Fund so qualifies, the Fund will
not be topic to federal earnings tax on the portion of its funding firm taxable earnings (that’s, usually, taxable curiosity,
dividends, internet short-term capital positive factors, and different taxable extraordinary earnings, internet of bills, with out regard to the deduction for
dividends paid) and internet capital acquire (that’s, the surplus of internet long-term capital positive factors over internet short-term capital losses) that
it distributes to shareholders.

 

To qualify for remedy as a regulated funding firm,
the Fund should fulfill the next necessities:

 

· Distribution Requirement —the Fund should distribute an quantity equal to the sum of at the very least 90% of its funding firm
taxable earnings and 90% of its internet tax-exempt earnings, if any, for the tax yr (together with, for functions of satisfying this distribution
requirement, sure distributions made by the Fund after the shut of its taxable yr which are handled as made throughout such taxable
yr).

 

· Income Requirement —the Fund should derive at the very least 90% of its gross earnings from dividends, curiosity, sure funds
with respect to securities loans, and positive factors from the sale or different disposition of inventory, securities or foreign currency echange, or different
earnings (together with, however not restricted to, positive factors from choices, futures or ahead contracts) derived from its enterprise of investing
in such inventory, securities or currencies and internet earnings derived from certified publicly traded partnerships (“QPTPs”).
See “Tax Treatment of Portfolio Transactions — Investments in Partnerships and QPTPs” under.

 

· Asset Diversification Test —the Fund should fulfill the next asset diversification take a look at on the shut of every quarter
of the Fund’s tax yr: (1) at the very least 50% of the worth of the Fund’s property should consist of money and money objects, U.S.
authorities securities, securities of different regulated funding firms, and securities of different issuers (as to which the Fund
has not invested greater than 5% of the worth of the Fund’s complete property in securities of an issuer and as to which the Fund
doesn’t maintain greater than 10% of the excellent voting securities of the issuer); and (2) not more than 25% of the worth of the Fund’s
complete property could also be invested within the securities of anybody issuer (apart from U.S. authorities securities or securities of different
regulated funding firms) or of two or extra issuers which the Fund controls and that are engaged in the identical or comparable
trades or companies, or, within the securities of a number of QPTPs.

 

If the Fund fails this Income Requirement so long as such failure
was as a consequence of affordable trigger and never willful neglect it’s topic to a penalty for non-compliance, which is usually is the quantity
by which the non-qualifying earnings exceeds one-ninth of the qualifying gross earnings.

 

Similarly, if the Fund fails the Asset Diversification Test
and the failure isn’t de minimis, the Fund can remedy failure if: (a) it recordsdata with the Treasury Department an outline of every
asset that causes it to fail the Asset Diversification Test; (b) the failure is because of affordable trigger and never willful neglect;
and (c) the failure is cured inside six months (or such different interval specified by the Treasury). In such circumstances, a tax is imposed
on the Fund equal to the larger of: (a) $50,000 or (b) an quantity decided by multiplying the very best price of tax (at present
21%) by the quantity of internet earnings generated in the course of the interval of diversification take a look at failure by the property that brought on the Fund
to fail the Asset Diversification Test.

 

In some circumstances, the character and timing of earnings realized
by the Fund for functions of the Income Requirement or the identification of the issuer for functions of the Asset Diversification
Test is unsure below present legislation with respect to a specific funding, and an hostile willpower or future steerage by
the IRS with respect to such sort of funding might adversely have an effect on the Fund’s skill to fulfill these necessities. See,
“Tax Treatment of Portfolio Transactions” under with respect to the appliance of those necessities to sure sorts
of investments. In different circumstances, the Fund could also be required to promote portfolio holdings in an effort to meet the Income Requirement,
Distribution Requirement, or Asset Diversification Test, which can have a unfavorable impression on the Fund’s earnings and efficiency.
In lieu of potential disqualification, the Fund is permitted to pay a tax for sure failures to fulfill the Asset Diversification
Test or Income Requirement, which, generally, are restricted to these as a consequence of affordable trigger and never willful neglect.

 

 

The Fund might use “equalization accounting” (in lieu
of constructing some money distributions) in figuring out the portion of its earnings and positive factors that has been distributed. If the Fund makes use of
equalization accounting, it is going to allocate a portion of its undistributed funding firm taxable earnings and internet capital acquire
to redemptions of Fund Shares and can correspondingly scale back the quantity of such earnings and positive factors that it distributes in money.
Certain facets of equalization accounting are unsure below present legislation. If the IRS determines that the Fund’s allocation
is improper and that the Fund has under-distributed its earnings and acquire for any taxable yr, the Fund could also be chargeable for federal
earnings and/or excise tax. If, because of such adjustment, the Fund fails to fulfill the Distribution Requirement, the Fund
won’t qualify that yr as a regulated funding firm the impact of which is described within the following paragraph.

 

If for any taxable yr the Fund doesn’t qualify as a regulated
funding firm, all of its taxable earnings (together with its internet capital acquire) could be topic to tax at common company charges
with none deduction for dividends paid to shareholders, and the dividends could be taxable to the shareholders as extraordinary earnings
(or presumably as certified dividend earnings) to the extent of the Fund’s present and collected earnings and income. Failure
to qualify as a regulated funding firm would thus have a unfavorable impression on the Fund’s earnings and efficiency. Subject
to financial savings provisions for sure failures to fulfill the Income Requirement or Asset Diversification Test, which, generally,
are restricted to these as a consequence of affordable trigger and never willful neglect, it’s doable that the Fund won’t qualify as a regulated
funding firm in any given tax yr. Even if such financial savings provisions apply, the Fund could also be topic to a financial sanction
of $50,000 or extra. Moreover, the Board reserves the precise to not preserve the qualification of the Fund as a regulated funding
firm if it determines such a plan of action to be useful to shareholders.

 

To qualify as a RIC in a subsequent taxable yr, the Fund would
be required to fulfill the Income Requirement, the Asset Diversification Test, and the Distribution Requirement for that yr and
get rid of any earnings and income from any yr through which the Fund did not qualify for tax remedy as a RIC. Subject to a
restricted exception relevant to RICs that certified as such below the Code for at the very least one yr previous to disqualification and
that requalify as a RIC no later than the second yr following the nonqualifying yr, the Fund could be topic to tax on any
unrealized built-in positive factors within the property held by it in the course of the interval through which the Fund did not qualify for tax remedy as a
RIC which are acknowledged inside the subsequent 10 years, except the Fund made a particular election to pay corporate-level tax on such
built-in acquire on the time of its requalification as a RIC.

 

Portfolio Turnover. For traders that maintain their Fund
Shares in a taxable account, a excessive portfolio turnover price might lead to increased taxes. This is as a result of a fund with a excessive turnover
price is prone to speed up the popularity of capital positive factors and extra of such positive factors are prone to be taxable as short-term slightly
than long-term capital positive factors in distinction to a comparable fund with a low turnover price. Any such increased taxes would scale back the
Fund’s after-tax efficiency. See, “Taxation of Fund Distributions – Distributions of Capital Gain” under. For
non-U.S. traders, any such acceleration of the popularity of capital positive factors that ends in extra short-term and fewer long-term
capital positive factors being acknowledged by the Fund might trigger such traders to be topic to elevated U.S. withholding taxes. See, “Non-U.S.
Investors –Capital Gain Dividends” and “Short- Term Capital Gain Dividends and Interest Related Dividends”
under.

 

Capital Loss Carryovers. The capital losses of the Fund,
if any, don’t stream by way of to shareholders. Rather, the Fund might use its capital losses, topic to relevant limitations, to
offset its capital positive factors with out being required to pay taxes on or distribute to shareholders such positive factors which are offset by the
losses. Rules comparable to people who apply to capital loss carryovers of people apply to RICs. Thus, if the Fund has a “internet
capital loss” (that’s, capital losses in extra of capital positive factors), the surplus (if any) of the Fund’s internet short-term capital
losses over its internet long-term capital positive factors is handled as a short-term capital loss arising on the primary day of the Fund’s subsequent
taxable yr, and the surplus (if any) of the Fund’s internet long-term capital losses over its internet short-term capital positive factors is handled
as a long-term capital loss arising on the primary day of the Fund’s subsequent taxable yr. Any such internet capital losses of the Fund that
aren’t used to offset capital positive factors could also be carried ahead indefinitely to scale back any future capital positive factors realized by the Fund
in succeeding taxable years. The quantity of capital losses that may be carried ahead and utilized in any single yr is topic to
an annual limitation if there’s a greater than 50% “change in possession” of the Fund. An possession change usually outcomes
when shareholders proudly owning 5% or extra of the Fund improve their combination holdings by greater than 50% over a three-year look-back
interval. An possession change might lead to capital loss carryovers getting used at a slower price, thereby decreasing the Fund’s
skill to offset capital positive factors with these losses. An improve within the quantity of taxable positive factors distributed to the Fund’s shareholders
might end result from an possession change. The Fund undertakes no obligation to keep away from or stop an possession change, which might happen
within the regular course of shareholder purchases and redemptions or because of participating in a tax-free reorganization with one other
fund. Moreover, due to circumstances past the Fund’s management, there may be no assurance that the Fund won’t expertise,
or has not already skilled, an possession change. Additionally, if the Fund engages in a tax-free reorganization with one other
fund, the impact of those and different guidelines not mentioned herein could also be to disallow or postpone the use by the Fund of its capital
loss carryovers (together with any present yr losses and built-in losses when realized) to offset its personal positive factors or these of the opposite
fund, or vice versa, thereby decreasing the tax advantages Fund shareholders would in any other case have loved from use of such capital
loss carryovers.

 

 

Deferral of Late Year Losses. The Fund might elect to deal with
half or all of any “certified late yr loss” as if it had been incurred within the succeeding taxable yr in figuring out
the Fund’s taxable earnings, internet capital acquire, internet short-term capital acquire, and earnings and income. The impact of this election
is to deal with any such “certified late yr loss” as if it had been incurred within the succeeding taxable yr in characterizing
Fund distributions for any calendar yr (see, “Taxation of Fund Distributions – Distributions of Capital Gain” under).
A “certified late yr loss” contains:

 

(i) any internet capital loss, internet long-term capital loss, or internet short-term capital loss incurred after October 31 of the present taxable
yr (“post- October losses”), and

 

(ii) the surplus, if any, of (1) the sum of (a) specified losses incurred after October 31 of the present taxable yr, and (b) different
extraordinary losses incurred after December 31 of the present taxable yr, over (2) the sum of (a) specified positive factors incurred after
October 31 of the present taxable yr, and (b) different extraordinary positive factors incurred after December 31 of the present taxable yr.

 

The phrases “specified losses” and “specified
positive factors” imply extraordinary losses and positive factors from the sale, trade, or different disposition of property (together with the termination
of a place with respect to such property), overseas foreign money losses and positive factors, and losses and positive factors ensuing from holding inventory
in a passive overseas funding firm (“PFIC”) for which a mark-to-market election is in impact. The phrases “extraordinary
losses” and “extraordinary positive factors” imply different extraordinary losses and positive factors that aren’t described within the previous sentence.

 

Undistributed Capital Gains. The Fund might retain or distribute
to shareholders its internet capital acquire for every taxable yr. The Fund at present intends to distribute internet capital positive factors. If the
Fund elects to retain its internet capital acquire, the Fund might be taxed thereon (besides to the extent of any obtainable capital loss
carryovers) on the highest company tax price (at present 21%). If the Fund elects to retain its internet capital acquire, it’s anticipated
that the Fund additionally will elect to have shareholders handled as if every acquired a distribution of its professional rata share of such acquire,
with the end result that every shareholder might be required to report its professional rata share of such acquire on its tax return as long-term
capital acquire, will obtain a refundable tax credit score for its professional rata share of tax paid by the Fund on the acquire, and can improve
the tax foundation for its Shares by an quantity equal to the deemed distribution much less the tax credit score.

 

Federal Excise Tax. To keep away from a 4% non-deductible excise
tax, the Fund should distribute by December 31 of every yr an quantity equal to at the very least: (1) 98% of its extraordinary earnings for the calendar
yr, (2) 98.2% of capital acquire internet earnings (that’s, the surplus of the positive factors from gross sales or exchanges of capital property over the
losses from such gross sales or exchanges) for the one-year interval ended on October 31 of such calendar yr, and (3) any prior yr
undistributed extraordinary earnings and capital acquire internet earnings. The Fund might elect to defer to the next yr any internet extraordinary loss
incurred for the portion of the calendar yr which is after the start of the Fund’s taxable yr. Also, the Fund will
defer any “specified acquire” or “specified loss” which might be correctly taken into consideration for the portion
of the calendar yr after October 31. Any internet extraordinary loss, specified acquire, or specified loss deferred shall be handled as arising
on January 1 of the next calendar yr. Generally, the Fund intends to make adequate distributions previous to the tip of every
calendar yr to keep away from any materials legal responsibility for federal earnings and excise tax, however may give no assurances that every one or a portion
of such legal responsibility might be prevented. In addition, below sure circumstances, momentary timing or everlasting variations within the realization
of earnings and expense for e-book and tax functions can lead to the Fund having to pay an excise tax.

 

Foreign Income Tax. Investment earnings acquired by the
Fund from sources inside overseas international locations could also be topic to overseas earnings tax withheld on the supply and the quantity of tax withheld
usually might be handled as an expense of the Fund. The United States has entered into tax treaties with many overseas international locations
which entitle the Fund to a diminished price of, or exemption from, tax on such earnings. It is unattainable to find out the efficient
price of overseas tax prematurely for the reason that quantity of the Fund’s property to be invested in numerous international locations isn’t recognized. Under
sure circumstances, the Fund might elect to pass-through overseas tax credit to shareholders, though it reserves the precise not
to take action.

 

 

Purchase of Shares. As a results of tax necessities,
the Trust on behalf of the Fund has the precise to reject an order to buy Shares if the purchaser (or group of purchasers performing
in live performance with one another) would, upon acquiring the Shares so ordered, personal 80% or extra of the excellent Shares of the Fund
and if, pursuant to part 351 of the Code, the Fund would have a foundation within the Deposit Securities completely different from the market worth
of such securities on the date of deposit. The Trust additionally has the precise to require info mandatory to find out useful
Share possession for functions of the 80% willpower.

 

Taxation of Fund Distributions

 

The Fund anticipates distributing all or considerably all of
its funding firm taxable earnings and internet capital acquire for every taxable yr. Distributions by the Fund might be handled in
the style described under no matter whether or not such distributions are paid in money or reinvested in further Shares of the
Fund (or of one other fund). The Fund will ship you info yearly as to the federal earnings tax penalties of distributions
made (or deemed made) in the course of the yr.

 

Distributions of Net Investment Income. The Fund receives
extraordinary earnings usually within the type of dividends and/or curiosity on its investments. The Fund can also acknowledge extraordinary earnings
from different sources, together with, however not restricted to, sure positive factors on overseas currency-related transactions. This earnings, much less bills
incurred within the operation of the Fund, constitutes the Fund’s internet funding earnings from which dividends could also be paid to you.
If you’re a taxable investor, distributions of internet funding earnings usually are taxable as extraordinary earnings to the extent of
the Fund’s earnings and income. In the case of the Fund whose technique contains investing in shares of companies, a portion
of the earnings dividends paid to you could be certified dividends eligible to be taxed at diminished charges. See the dialogue under
below the headings, “– Qualified Dividend Income for Individuals” and “– Dividends-Received Deduction
for Corporations.”

 

Distributions of Capital Gain. The Fund might derive capital
acquire and loss in reference to gross sales or different inclinations of its portfolio securities. Distributions derived from the surplus
of internet short-term capital acquire over internet long-term capital loss might be taxable to you as extraordinary earnings. Distributions paid from
the surplus of internet long-term capital acquire over internet short-term capital loss might be taxable to you as long-term capital acquire, regardless
of how lengthy you may have held your Shares within the Fund. Any internet short-term or long-term capital acquire realized by the Fund (internet of any
capital loss carryovers) usually might be distributed as soon as every year and could also be distributed extra often, if mandatory, in
order to scale back or eradicate federal excise or earnings taxes on the Fund.

 

Returns of Capital. Distributions by the Fund which are
not paid from earnings and income might be handled as a return of capital to the extent of (and in discount of) the shareholder’s
tax foundation in his Shares; any extra might be handled as acquire from the sale of his Shares. Thus, the portion of a distribution that
constitutes a return of capital will lower the shareholder’s tax foundation in his Fund Shares (however not under zero), and can
lead to a rise within the quantity of acquire (or lower within the quantity of loss) that might be acknowledged by the shareholder for
tax functions on the later sale of such Fund Shares. Return of capital distributions can happen for quite a lot of causes together with,
amongst others, the Fund over-estimates the earnings to be acquired from sure investments comparable to these categorized as partnerships
or fairness actual property funding trusts (“REITs”) (see, “Tax Treatment of Portfolio Transactions – Investments
in U.S. REITs” under).

 

Qualified Dividend Income for Individuals. Ordinary earnings
dividends reported by the Fund to shareholders as derived from certified dividend earnings might be taxed within the arms of people
and different noncorporate shareholders on the charges relevant to long-term capital acquire. “Qualified dividend earnings”
means dividends paid to the Fund (a) by home companies, (b) by overseas companies which are both (i) integrated in
a possession of the United States, or (ii) are eligible for advantages below sure earnings tax treaties with the United States that
embrace an trade of knowledge program, or (c) with respect to inventory of a overseas company that’s readily tradable on an
established securities market within the United States. Both the Fund and the investor should meet sure holding interval necessities
to qualify Fund dividends for this remedy. Specifically, the Fund should maintain the inventory for at the very least 61 days in the course of the 121-day
interval starting 60 days earlier than the inventory turns into ex-dividend. Similarly, traders should maintain their Fund Shares for at the very least 61
days in the course of the 121-day interval starting 60 days earlier than the Fund distribution goes ex-dividend. Income derived from investments
in derivatives, fixed-income securities, U.S. REITs, PFICs, and earnings acquired “in lieu of” dividends in a securities
lending transaction usually isn’t eligible for remedy as certified dividend earnings. If the qualifying dividend earnings acquired
by the Fund is the same as or larger than 95% of the Fund’s gross earnings (unique of internet capital acquire) in any taxable yr, all
of the extraordinary earnings dividends paid by the Fund might be qualifying dividend earnings.

 

 

Dividends-Received Deduction for Corporations. For company
shareholders, a portion of the dividends paid by the Fund might qualify for the 70% company dividends-received deduction. The portion
of dividends paid by the Fund that so qualifies might be reported by the Fund to shareholders every year and can’t exceed the gross
quantity of dividends acquired by the Fund from home (U.S.) companies. The availability of the dividends-received deduction
is topic to sure holding interval and debt financing restrictions that apply to each the Fund and the investor. Specifically,
the quantity that the Fund might report as eligible for the dividends-received deduction might be diminished or eradicated if the Shares
on which the dividends earned by the Fund have been debt-financed or held by the Fund for lower than a minimal time period, usually
46 days throughout a 91-day interval starting 45 days earlier than the inventory turns into ex-dividend. Similarly, in case your Fund Shares are debt-financed
or held by you for lower than a 46-day interval then the dividends-received deduction for Fund dividends in your Shares can also be
diminished or eradicated. Even if reported as dividends eligible for the dividends-received deduction, all dividends (together with any
deducted portion) have to be included in your various minimal taxable earnings calculation. Income derived by the Fund from
investments in derivatives, fixed-income and overseas securities usually isn’t eligible for this remedy.

 

Effect of Realized however Undistributed Income and Gains, and
Net Unrealized Appreciation of Portfolio Securities
. At the time of your buy of Shares, the Fund’s internet asset worth
might mirror undistributed earnings, undistributed capital positive factors, or internet unrealized appreciation of portfolio securities held by the
Fund. A subsequent distribution to you of such quantities, though constituting a return of your funding, could be taxable, and
could be taxed as extraordinary earnings (some portion of which can be taxed as certified dividend earnings), capital positive factors, or some mixture
of each, except you’re investing by way of a tax-deferred association, comparable to a 401(ok) plan or a person retirement account.
The Fund could possibly scale back the quantity of such distributions from capital positive factors by using its capital loss carryovers, if
any.

 

Pass-Through of Foreign Tax Credits. If greater than 50%
of the Fund’s complete property on the finish of a fiscal yr is invested in overseas securities, the Fund might elect to go by way of
to you your professional rata share of overseas taxes paid by the Fund. If this election is made, the Fund might report extra taxable earnings
to you than it truly distributes. You will then be entitled both to deduct your share of those taxes in computing your taxable
earnings, or to assert a overseas tax credit score for these taxes towards your U.S. federal earnings tax (topic to limitations for sure
shareholders). The Fund will offer you the knowledge mandatory to assert this deduction or credit score in your private earnings
tax return if it makes this election. No deduction for overseas tax could also be claimed by a non-corporate shareholder who doesn’t itemize
deductions or who’s topic to the choice minimal tax. Shareholders could also be unable to assert a credit score for the total quantity of
their proportionate shares of the overseas earnings tax paid by the Fund as a consequence of sure limitations which will apply. The Fund reserves
the precise to not go by way of to its shareholders the quantity of overseas earnings taxes paid by the Fund. Additionally, any overseas
tax withheld on funds made “in lieu of” dividends or curiosity won’t qualify for the pass-through of overseas tax
credit to shareholders. See, “Tax Treatment of Portfolio Transactions – Securities Lending” under.

 

U.S. Government Securities. Income earned on sure
U.S. authorities obligations is exempt from state and native private earnings taxes if earned straight by you. States additionally grant tax-free
standing to dividends paid to you from curiosity earned on direct obligations of the U.S. authorities, topic in some states to minimal
funding or reporting necessities that have to be met by the Fund. Income on investments by the Fund in sure different obligations,
comparable to repurchase agreements collateralized by U.S. authorities obligations, business paper and federal agency-backed obligations
(e.g., GNMA or FNMA obligations), usually doesn’t qualify for tax-free remedy. The guidelines on exclusion of this earnings are
completely different for firms.

 

 

Dividends Declared in December and Paid in January. Ordinarily,
shareholders are required to take distributions by the Fund into consideration within the yr through which the distributions are made. However,
dividends declared in October, November or December of any yr and payable to shareholders of report on a specified date in such
a month might be deemed to have been acquired by the shareholders (and made by the Fund) on December 31 of such calendar yr if
such dividends are literally paid in January of the next yr. Shareholders might be suggested yearly as to the U.S. federal
earnings tax penalties of distributions made (or deemed made) in the course of the yr in accordance with the steerage that has been supplied
by the IRS.

 

Medicare Tax. A 3.8% Medicare tax is imposed on internet funding
earnings earned by sure people, estates and trusts. “Net funding earnings,” for these functions, means funding
earnings, together with extraordinary dividends and capital acquire distributions acquired from the Fund and internet positive factors from redemptions or different
taxable inclinations of Fund Shares, diminished by the deductions correctly allocable to such earnings. In the case of a person,
the tax might be imposed on the lesser of (1) the shareholder’s internet funding earnings or (2) the quantity by which the shareholder’s
modified adjusted gross earnings exceeds $250,000 (if the shareholder is married and submitting collectively or a surviving partner), $125,000
(if the shareholder is married and submitting individually) or $200,000 (in some other case). This Medicare tax, if relevant, is reported
by you on, and paid with, your federal earnings tax return.

 

Tax-Exempt Shareholders. A tax-exempt shareholder might
acknowledge unrelated enterprise taxable earnings (“UBTI”) by advantage of its funding within the Fund if Shares within the Fund
constitutes debt-financed property within the arms of the tax-exempt shareholder inside the that means of Code Section 514(b). Furthermore,
a tax-exempt shareholder might acknowledge UBTI if the Fund acknowledges “extra inclusion earnings” derived from direct or
oblique investments in residual pursuits in REMICs or fairness pursuits in TMPs if the quantity of such earnings acknowledged by the
Fund exceeds the Fund’s funding firm taxable earnings (after considering deductions for dividends paid by the
Fund). See “Tax Treatment of Portfolio Transactions — Investments in REITs and REMICs” under.

 

In addition, particular tax penalties apply to charitable the rest
trusts (“CRTs”) that spend money on regulated funding firms that make investments straight or not directly in residual pursuits
in REMICs or fairness pursuits in TMPs. Under laws enacted in December 2006, a CRT (as outlined in part 664 of the Code)
that realizes any UBTI for a taxable yr, should pay an excise tax yearly of an quantity equal to such UBTI. Under IRS steerage
issued in October 2006, a CRT won’t acknowledge UBTI solely because of investing within the Fund that acknowledges “extra
inclusion earnings.” Rather, if at any time throughout any taxable yr a CRT (or one among sure different tax-exempt shareholders,
such because the United States, a state or political subdivision, or an company or instrumentality thereof, and sure power cooperatives)
is a report holder of a share within the Fund that acknowledges “extra inclusion earnings,” then the regulated funding
firm might be topic to a tax on that portion of its “extra inclusion earnings” for the taxable yr that’s allocable
to such shareholders, on the highest federal company earnings tax price. The extent to which this IRS steerage stays relevant
in gentle of the December 2006 laws is unclear. To the extent permitted below the 1940 Act, the Fund might elect to specifically
allocate any such tax to the relevant CRT, or different shareholder, and thus scale back such shareholder’s distributions for the
yr by the quantity of the tax that pertains to such shareholder’s curiosity within the Fund. The Fund has not but decided whether or not
such an election might be made. CRTs and different tax-exempt traders are urged to seek the advice of their tax advisers in regards to the penalties
of investing within the Fund.

 

Sales and Redemption of Fund Shares

 

Sales and redemptions (together with redemptions in form) of Fund
Shares are taxable transactions for federal and state earnings tax functions. If you redeem your Fund Shares, the IRS requires you
to report any acquire or loss in your redemption. If you held your Shares as a capital asset, the acquire or loss that you just understand will
be a capital acquire or loss and might be long-term or short-term, usually relying on how lengthy you may have held your Shares. Any redemption
charges you incur on Shares redeemed will lower the quantity of any capital acquire (or improve any capital loss) you understand on the
sale. Capital losses in any yr are deductible solely to the extent of capital positive factors plus, within the case of a non-corporate taxpayer,
$3,000 of extraordinary earnings.

 

 

Taxes on Purchase and Redemption of Creation Units. An
Authorized Participant who exchanges fairness securities for Creation Units usually will acknowledge a acquire or a loss. The acquire or
loss might be equal to the distinction between the market worth of the Creation Units on the time of buy and the exchanger’s
combination foundation within the securities surrendered and the Cash Component paid. An individual who exchanges Creation Units for fairness securities
will usually acknowledge a acquire or loss equal to the distinction between the exchanger’s foundation within the Creation Units and the
combination market worth of the securities acquired and the Cash Redemption Amount. The IRS, nonetheless, might assert {that a} loss realized
upon an trade of securities for Creation Units can’t be deducted at present below the foundations governing “wash gross sales,”
or on the idea that there was no important change in financial place. Persons exchanging securities ought to seek the advice of their
personal tax advisor with respect as to whether wash sale guidelines apply and when a loss is perhaps deductible.

 

Under present federal tax legal guidelines, any capital acquire or loss realized
upon redemption of Creation Units is usually handled as long-term capital acquire or loss if the Shares have been held for extra
than one yr and as a short-term capital acquire or loss if the Shares have been held for one yr or much less.

 

If the Fund redeems Creation Units in money, it might acknowledge
extra capital positive factors than it is going to if it redeems Creation Units in-kind.

 

Tax Basis Information. The Fund might be required to supply
shareholders with value foundation info on the redemption of any of the shareholder’s Shares within the Fund, topic to sure
exceptions for exempt recipients. This value foundation reporting requirement is efficient for Shares bought within the Fund on or after
January 1, 2012. If you maintain your Fund Shares by way of a dealer (or different nominee), please contact that dealer (nominee) with respect
to reporting of value foundation and obtainable elections in your account.

 

The Fund has chosen the very best value technique to calculate value
foundation info. Highest value is a tax lot identification technique that selects the shares with the very best value on the market. It
is particularly designed to restrict positive factors. Under the very best value technique, the shareholder’s tax lot with the very best value foundation
is bought first in order to attenuate positive factors or maximize losses, relying on market motion for the reason that buy date.

 

The highest value technique doesn’t take into account the size of time
you held your shares. If your shares include a number of tax tons and so they include each long- and short-term holdings, highest
value might ship the bottom positive factors however not the bottom tax price, because of the distinction between short- and long-term capital positive factors
tax charges.

 

When promoting at a loss, highest value additionally fails to differentiate
between two positions that could be comparable in value the place one is a long-term holding and the opposite is a short-term holding. You might
need to seek the advice of a tax advisor as as to whether or not using the short-term holding is best in your explicit state of affairs. Should
the market value of the safety rise over time, holding the long-term tax lot will imply you’ll be taxed at long-term capital
positive factors charges, must you promote these securities for a revenue. Highest value is usually a lovely methodology for short-term
holdings, besides when the market has risen dramatically.

 

Wash Sales. All or a portion of any loss that you just understand
on a redemption of your Fund Shares might be disallowed to the extent that you just purchase different Shares within the Fund (by way of reinvestment
of dividends or in any other case) inside 30 days earlier than or after your Share redemption. Any loss disallowed below these guidelines might be
added to your tax foundation within the new Shares.

 

Redemptions at a Loss Within Six Months of Purchase.
Any loss incurred on a redemption or trade of Shares held for six months or much less might be handled as long-term capital loss to
the extent of any long-term capital acquire distributed to you by the Fund on these Shares.

 

Reportable Transactions. Under Treasury laws,
if a shareholder acknowledges a loss with respect to the Fund’s Shares of $2 million or extra for a person shareholder
or $10 million or extra for a company shareholder (or sure larger quantities over a mixture of years), the shareholder should
file with the IRS a disclosure assertion on Form 8886. The truth {that a} loss is reportable below these laws doesn’t have an effect on
the authorized willpower of whether or not the taxpayer’s remedy of the loss is correct. Shareholders ought to seek the advice of their tax
advisors to find out the applicability of those laws in gentle of their particular person circumstances.

 

 

Shares Purchased by way of Tax-Qualified Plans. Special
tax guidelines apply to investments by way of outlined contribution plans and different tax-qualified plans. Shareholders ought to seek the advice of their
tax advisers to find out the suitability of shares of the Fund as an funding by way of such plans, and the exact impact of
an funding on their explicit tax state of affairs.

 

If you spend money on the Fund by way of an IRA or different retirement
plan, you need to seek the advice of with your personal tax adviser on the relevant guidelines for such IRA or retirement plan with respect to plan
qualification necessities, limits on contributions and distributions, and required distributions from IRAs and retirement plans.
As an instance, there could possibly be tax penalties on distributions from an IRA or retirement plan previous to age 59-1/2. Certain minimal
distribution necessities can also apply to IRAs or retirement plans. Failure to observe these necessities and different relevant
necessities might lead to important further taxes and penalties. It is your duty to make sure that you adjust to
these and different necessities.

 

Tax Treatment of Portfolio Transactions

 

Set forth under is a normal description of the tax remedy
of sure forms of securities, funding strategies and transactions which will apply to the Fund and, in flip, have an effect on the quantity,
character and timing of dividends and distributions payable by the fund to its shareholders. This part needs to be learn in conjunction
with the dialogue above below “Investment Objective, Investment Strategies and Risks” for an in depth description
of the varied forms of securities and funding strategies that apply to the Fund.

 

In General. In normal, acquire or loss acknowledged by the
fund on the sale or different disposition of portfolio investments might be a capital acquire or loss. Such capital acquire and loss could also be
long-term or short-term relying, generally, upon the size of time a specific funding place is maintained and, in some
circumstances, upon the character of the transaction. Property held for multiple yr usually might be eligible for long-term capital
acquire or loss remedy. The software of sure guidelines described under might serve to change the style through which the holding interval
for a safety is set or might in any other case have an effect on the characterization as long-term or short-term, and in addition the timing of the
realization and/or character, of sure positive factors or losses.

 

Certain Fixed Income Investments. Gain acknowledged on
the disposition of a debt obligation bought by the fund at a market low cost (usually, at a value lower than its principal
quantity) might be handled as extraordinary earnings to the extent of the portion of the market low cost that accrued in the course of the interval of
time the fund held the debt obligation except the fund made a present inclusion election to accrue market low cost into earnings
because it accrues. If the fund purchases a debt obligation (comparable to a zero-coupon safety or payment-in-kind safety) that was initially
issued at a reduction, the fund usually is required to incorporate in gross earnings every year the portion of the unique difficulty low cost
that accrues throughout such yr. Therefore, the fund’s funding in such securities might trigger the fund to acknowledge earnings
and make distributions to shareholders earlier than it receives any money funds on the securities. To generate money to fulfill these
distribution necessities, the fund might need to promote portfolio securities that it in any other case may need continued to carry or to
use money flows from different sources such because the sale of fund shares.

 

Investments in Debt Obligations which are at Risk of or in
Default Present Tax Issues for the Fund.
Tax guidelines aren’t solely clear about points comparable to whether or not and to what extent the
fund ought to acknowledge market low cost on a debt obligation, when the fund might stop to accrue curiosity, authentic difficulty low cost
or market low cost, when and to what extent the fund might take deductions for dangerous money owed or nugatory securities and the way the fund
ought to allocate funds acquired on obligations in default between principal and earnings. These and different associated points might be
addressed by the fund in an effort to make sure that it distributes adequate earnings to protect its standing as a regulated funding
firm.

 

Foreign Currency Transactions. The fund’s transactions
in foreign currency echange, overseas currency-denominated debt obligations and sure overseas foreign money choices, futures contracts and
ahead contracts (and comparable devices) might give rise to extraordinary earnings or loss to the extent such earnings or loss outcomes
from fluctuations within the worth of the overseas foreign money involved. This remedy might improve or lower the fund’s extraordinary
earnings distributions to you, and will trigger some or all the fund’s beforehand distributed earnings to be categorized as a return
of capital. In sure circumstances, the fund might make an election to deal with such acquire or loss as capital.

 

 

PFIC Investments. The fund might spend money on securities of
overseas firms that could be categorized below the Code as PFICs. In normal, a overseas firm is assessed as a PFIC if at the very least
one-half of its property represent investment-type property or 75% or extra of its gross earnings is investment-type earnings. When investing
in PFIC securities, the fund intends to mark-to-market these securities below sure provisions of the Code and acknowledge any
unrealized positive factors as extraordinary earnings on the finish of the fund’s fiscal and excise tax years. Deductions for losses are allowable
solely to the extent of any present or beforehand acknowledged positive factors. These positive factors (diminished by allowable losses) are handled as extraordinary
earnings that the fund is required to distribute, despite the fact that it has not bought or acquired dividends from these securities. You ought to
additionally remember that the designation of a overseas safety as a PFIC safety will trigger its earnings dividends to fall exterior of
the definition of certified overseas company dividends. These dividends usually won’t qualify for the diminished price of taxation
on certified dividends when distributed to you by the fund. Foreign firms aren’t required to determine themselves as PFICs.
Due to varied complexities in figuring out PFICs, the fund may give no assurances that will probably be capable of determine portfolio securities
in overseas companies which are PFICs in time for the fund to make a mark-to-market election. If the fund is unable to determine
an funding as a PFIC and thus doesn’t make a mark-to-market election, the fund could also be topic to U.S. federal earnings tax on
a portion of any “extra distribution” or acquire from the disposition of such shares even when such earnings is distributed
as a taxable dividend by the fund to its shareholders. Additional fees within the nature of curiosity could also be imposed on the fund
in respect of deferred taxes arising from such distributions or positive factors.

 

Investments in Partnerships and QPTPs. For functions of
the Income Requirement, earnings derived by the fund from a partnership that’s not a QPTP might be handled as qualifying earnings solely
to the extent such earnings is attributable to objects of earnings of the partnership that might be qualifying earnings if realized straight
by the fund. While the foundations aren’t solely clear with respect to the fund investing in a partnership exterior a master-feeder
construction, for functions of testing whether or not the fund satisfies the Asset Diversification Test, the fund usually is handled as
proudly owning a professional rata share of the underlying property of a partnership. See, “Taxation of the Fund.” In distinction, completely different
guidelines apply to a partnership that could be a QPTP. A QPTP is a partnership (a) the pursuits through which are traded on a longtime securities
market, (b) that’s handled as a partnership for federal earnings tax functions, and (c) that derives lower than 90% of its earnings
from sources that fulfill the Income Requirement (e.g., as a result of it invests in commodities). All of the online earnings derived by the
fund from an curiosity in a QPTP might be handled as qualifying earnings however the fund might not make investments greater than 25% of its complete property
in a number of QPTPs. However, there may be no assurance {that a} partnership categorized as a QPTP in a single yr will qualify as a
QPTP within the subsequent yr. Any such failure to yearly qualify as a QPTP would possibly, in flip, trigger the fund to fail to qualify as a regulated
funding firm. Although, generally, the passive loss guidelines of the Code don’t apply to RICs, such guidelines do apply to the fund
with respect to objects attributable to an curiosity in a QPTP. Fund investments in partnerships, together with in QPTPs, might lead to
the fund being topic to state, native or overseas earnings, franchise or withholding tax liabilities.

 

Securities Lending. While securities are loaned out by
the fund, the fund usually will obtain from the borrower quantities equal to any dividends or curiosity paid on the borrowed securities.
For federal earnings tax functions, funds made “in lieu of” dividends aren’t thought of dividend earnings. These distributions
will neither qualify for the diminished price of taxation for people on certified dividends nor the 70% dividends acquired deduction
for firms. Also, any overseas tax withheld on funds made “in lieu of” dividends or curiosity won’t qualify
for the pass-through of overseas tax credit to shareholders.

 

Investments in Convertible Securities. Convertible debt
is ordinarily handled as a “single property” consisting of a pure debt curiosity till conversion, after which the funding
turns into an fairness curiosity. If the safety is issued at a premium (i.e., for money in extra of the face quantity payable on retirement),
the creditor-holder might amortize the premium over the lifetime of the bond. If the safety is issued for money at a value under its
face quantity, the creditor-holder should accrue authentic difficulty low cost in earnings over the lifetime of the debt. The creditor-holder’s
train of the conversion privilege is handled as a nontaxable occasion. Mandatorily convertible debt (e.g., an trade traded notice
or ETN issued within the type of an unsecured obligation that pays a return primarily based on the efficiency of a specified market index, trade
foreign money, or commodity) is usually, however not at all times, handled as a contract to purchase or promote the reference property slightly than debt.
Similarly, convertible most popular inventory with a compulsory conversion function is ordinarily, however not at all times, handled as fairness slightly
than debt. Dividends acquired usually are certified dividend earnings and eligible for the company dividends acquired deduction.
In normal, conversion of most popular inventory for widespread inventory of the identical company is tax-free. Conversion of most popular inventory for
money is a taxable redemption. Any redemption premium for most popular inventory that’s redeemable by the issuing firm is perhaps required
to be amortized below authentic difficulty low cost ideas.

 

 

Investments in ETFs. To the extent the Fund invests in
ETFs, the Fund usually intends to spend money on ETFs which are taxable as RICs below the Code. Accordingly, the earnings the Fund receives
from such ETFs needs to be qualifying earnings for functions of the Fund satisfying the “Income Requirement” (as outlined
above below the heading “Taxes”). However, the Fund can also spend money on a number of ETFs that aren’t taxable as RICs
below the Code and which will generate non-qualifying earnings for functions of satisfying the Income Requirement. The Fund anticipates
monitoring its investments in such ETFs in order to maintain the Fund’s non-qualifying earnings inside acceptable limits of the Income
Requirement, nonetheless, it’s doable that such non-qualifying earnings might be greater than anticipated which might trigger the Fund to
inadvertently fail the Income Requirement thereby inflicting the Fund to fail to qualify as a RIC. In such a case, the Fund would
be topic to the foundations described above.

 

Investments in Securities of Uncertain Tax Character. The
fund might spend money on securities the U.S. federal earnings tax remedy of which might not be clear or could also be topic to recharacterization
by the IRS. To the extent the tax remedy of such securities or the earnings from such securities differs from the tax remedy
anticipated by the fund, it might have an effect on the timing or character of earnings acknowledged by the fund, requiring the fund to buy
or promote securities, or in any other case change its portfolio, in an effort to adjust to the tax guidelines relevant to regulated funding
firms below the Code.

 

Options, Futures and Forward Contracts, Straddles, and Swap
Agreements
. Some of the choices, futures contracts, ahead contracts, and swap agreements utilized by the Fund could also be thought of
“part 1256 contracts.” Any positive factors or losses on part 1256 contracts are usually thought of 60% long-term and
40% short-term capital positive factors or losses (“60/40”) though sure overseas foreign money positive factors and losses from such contracts
could also be handled as extraordinary in character. Also, part 1256 contracts held by the fund on the finish of every taxable yr (and, for
functions of the 4% excise tax, on sure different dates as prescribed below the Code) are “marked to market” with the
end result that unrealized positive factors or losses are handled as if they have been realized and the ensuing acquire or loss is handled as extraordinary
or 60/40 acquire or loss.

 

Generally, the hedging transactions and sure different transactions
in choices, futures and ahead contracts undertaken by the Fund, might lead to “straddles” for U.S. federal earnings
tax functions. In some circumstances, the straddle guidelines additionally might apply in reference to swap agreements. The straddle guidelines might have an effect on
the quantity, timing and character of positive factors (or losses) realized by the Fund. In addition, losses realized by the Fund on positions
which are a part of a straddle could also be deferred below the straddle guidelines, slightly than being taken into consideration in calculating the Fund’s
taxable earnings for the taxable yr through which such losses are realized. Because only some laws implementing the straddle
guidelines have been promulgated, the tax penalties of transactions in choices, futures, ahead contracts, and swap agreements to
the Fund aren’t solely clear. The transactions might improve the quantity of short-term capital acquire realized by the Fund which
usually could be taxed as extraordinary earnings when distributed to shareholders.

 

The Fund might make a number of of the elections obtainable below
the Code that are relevant to straddles. If the Fund makes any of the elections, the quantity, character and timing of the popularity
of positive factors or losses from the affected straddle positions might be decided below guidelines that adjust in line with the election(s) made.
The guidelines relevant below sure of the elections function to speed up the popularity of positive factors or losses from the affected
straddle positions.

 

The key options of the straddle guidelines are as follows:

 

The Fund might have to attend to deduct any losses. If the Fund has a capital acquire in a single place of a straddle and a capital
loss within the different, the Fund might not acknowledge the loss for federal earnings tax functions till the Fund disposes of each positions.
This would possibly happen, for instance, if the Fund had a extremely appreciated inventory place and the Fund bought protecting put choices
(which give the Fund the precise to promote the inventory to another person for a time period at a predetermined value) to offset the chance.
If the inventory continued to extend in worth and the put choices expired nugatory, the Fund should defer recognition of the loss
on its put choices till the Fund sells and acknowledges the acquire on the unique, appreciated place.

 

 

The Fund’s capital acquire holding interval might get clipped. The second the Fund enters right into a typical straddle, the
capital positive factors holding interval on its offsetting positions is frozen. If the Fund held the unique place for one yr or much less
(thus not qualifying for the long-term capital positive factors price), not solely is the holding interval frozen, it begins once more when
the Fund disposes of the offsetting place.

 

Losses acknowledged with respect to sure straddle positions that might in any other case represent short-term capital losses might
be handled as long-term capital losses
. This usually has the impact of decreasing the tax good thing about such losses.

 

The Fund might not have the ability to deduct any curiosity bills or carrying fees. During the offsetting interval, any curiosity
or carrying fees related to the straddle aren’t at present tax deductible, however have to be capitalized (added to value foundation).

 

Because software of the straddle guidelines might have an effect on the character
of positive factors or losses, defer losses and/or speed up the popularity of positive factors or losses from the affected straddle positions, the
quantity which have to be distributed to shareholders, and which usually might be taxed to shareholders both as extraordinary earnings or
long-term capital acquire, could also be elevated or decreased considerably as in comparison with the Fund that didn’t have interaction in such hedging
transactions.

 

Rules governing the tax facets of swap agreements are in a
growing stage and aren’t solely clear in sure respects. Accordingly, whereas the Fund intends to account for such transactions
in a fashion they deem to be applicable, the IRS won’t settle for such remedy. If it didn’t, the standing of the Fund as a regulated
funding firm is perhaps affected. The Trust intends to observe developments on this space.

 

Certain necessities that have to be met below the Code so as
for the Fund to qualify as a regulated funding firm, together with the qualifying earnings and diversification necessities relevant
to the Fund’s property might restrict the extent to which the Fund will have the ability to have interaction in transactions in choices, futures contracts,
ahead contracts, and swap agreements.

 

In addition, using swaps or different derivatives might adversely
have an effect on the character (capital acquire vs. extraordinary earnings) of the earnings acknowledged by the Fund for federal earnings tax functions, as
properly as the quantity and timing of such recognition, as in comparison with a direct funding in underlying securities, and will end result
within the Fund’s recognition of earnings previous to the receipt of any corresponding money. As a results of using swaps and derivatives,
a bigger portion of the Fund’s distributions could also be handled as extraordinary earnings than would have been the case if the Fund
didn’t enter into such swaps or derivatives. The tax remedy of swap agreements and different derivatives can also be affected by
future laws or Treasury Regulations and/or steerage issued by the IRS that would have an effect on the character, timing and/or quantity
of the Fund’s taxable earnings or positive factors and distributions made by the Fund.

 

Short Sales. The Fund might have interaction briefly gross sales
of securities. In normal, acquire or loss on a brief sale is acknowledged when the Fund closes the quick sale by delivering the borrowed
securities to the lender, not when the borrowed securities are bought. Short gross sales might improve the quantity of short-term capital
acquire realized by the Fund, which usually could be taxed as extraordinary earnings when distributed to shareholders. In addition, these
guidelines might terminate the holding interval of “considerably similar property” held by these Funds. Moreover, a loss
acknowledged by the Fund on a brief sale might be handled as a long-term capital loss if, on the date of the quick sale, “considerably
similar property” has been held by the Fund for multiple yr. The Fund usually won’t be permitted to deduct
funds made to reimburse a lender of securities for dividends paid on borrowed securities if the quick sale is closed on or earlier than
the forty fifth day after the Fund enters into the quick sale. Short gross sales additionally could also be topic to the “Constructive Sales”
guidelines, mentioned under.

 

Constructive Sales. Certain guidelines might have an effect on the
timing and character of acquire if the Fund engages in transactions that scale back or eradicate its threat of loss with respect to appreciated
monetary positions. If the Fund enters into sure transactions in property whereas holding considerably similar property, the
Fund could be handled as if it had bought and instantly repurchased the property and could be topic to tax on any acquire (however not
loss) from the constructive sale. The character of acquire from a constructive sale would rely on the Fund’s holding interval
within the property. Loss from a constructive sale could be acknowledged when the property was subsequently disposed of, and its character
would rely upon the Fund’s holding interval and the appliance of varied loss deferral provisions of the Code.

 

 

Investments in REITs and REMICs. The Fund might
spend money on REITs. Such investments in REIT fairness securities might require the Fund to accrue and distribute earnings not but acquired.
In order to generate adequate money to make the requisite distributions, the Fund could also be required to promote securities in its portfolio
(together with when it’s not advantageous to take action) that it in any other case would have continued to carry. The Fund’s investments in
REIT fairness securities might at different instances end result within the Fund’s receipt of money in extra of the REIT’s earnings; if
the Fund distributes such quantities, such distribution might represent a return of capital to Fund shareholders for federal earnings
tax functions. Dividends acquired by the Fund from a REIT usually won’t represent certified dividend earnings.

 

As mentioned above, the Fund or a few of the REITs through which the
Fund might make investments could also be permitted to carry senior or residual pursuits in REMICs or debt or fairness pursuits in taxable mortgage
swimming pools (“TMPs”). Under Treasury laws not but issued, however which will apply retroactively, a portion of the Fund’s
earnings from a REIT that’s attributable to the REIT’s residual curiosity in a REMIC or a TMP (referred to within the Code as an
“extra inclusion”) might be topic to federal earnings tax in all occasions. These laws are anticipated to supply
that extra inclusion earnings of a regulated funding firm, such because the Fund, might be allotted to shareholders of the regulated
funding firm in proportion to the dividends acquired by shareholders, with the identical penalties as if shareholders held
the associated REMIC residual or TMP curiosity straight.

 

In normal, extra inclusion earnings allotted to shareholders
(i) can’t be offset by internet working losses (topic to a restricted exception for sure thrift establishments), (ii) will represent
unrelated enterprise taxable earnings to entities (together with a certified pension plan, a person retirement account, a 401(ok) plan,
a Keogh plan or different tax-exempt entity) topic to tax on unrelated enterprise earnings, thereby doubtlessly requiring such an entity
that’s allotted extra inclusion earnings, and that in any other case won’t be required to file a tax return, to file a tax return
and pay tax on such earnings, and (iii) within the case of a non-U.S. shareholder, won’t qualify for any discount in U.S. federal
withholding tax.

 

If at any time throughout any taxable yr a “disqualified
group” (as outlined within the Code) is a report holder of a share in a regulated funding firm incomes extra inclusion
earnings, then the regulated funding firm might be topic to a tax equal to that portion of its extra inclusion earnings for
the taxable yr that’s allocable to the disqualified group, multiplied by the very best federal earnings tax price imposed
on companies. It isn’t anticipated {that a} substantial portion of the Fund’s property might be residual pursuits in REMICs.
Additionally, the Fund doesn’t intend to spend money on REITs through which a considerable portion of the property will include residual
pursuits in REMICs.

 

Investments in Commodities. The Fund might spend money on bodily
commodities, exchange-traded commodities (“ETCs”), ETFs that aren’t taxable as RICs below the Code that in flip make investments
in commodities, or different direct or oblique publicity to commodities. The earnings the Fund receives from such commodity-related investments
will usually not be qualifying earnings for functions of the Fund satisfying the “Income Requirement” (as outlined above
below the heading “Taxes”). The Fund anticipates monitoring such commodity-related investments in order to maintain the Fund’s
non-qualifying earnings inside acceptable limits of the Income Requirement, nonetheless, it’s doable that such non-qualifying earnings
might be greater than anticipated which might trigger the Fund to inadvertently fail the Income Requirement thereby inflicting the Fund
to fail to qualify as a RIC. In such a case, the Fund could be topic to the foundations described above.

 

Commodity-Linked Derivatives Tax Risk. The tax remedy
of commodity-linked spinoff devices is at present unsure and could also be adversely affected by modifications in laws, laws,
or different legally binding authority. As a RIC, the Fund should fulfill the Income Requirement. On May 1, 2017 the IRS printed a
collection of revocations of personal letter rulings that had been issued to RICs. In every of the revocations, at the very least one of many rulings
requested within the authentic personal letter ruling was that the earnings from a commodity-linked notice was certified earnings for the needs
of 90% gross earnings take a look at. Although the unique rulings have been favorable, the IRS indicated within the revocations that the rulings have been
not in accord with the present views of the Service. If, because of any hostile future laws, U.S. Treasury laws,
and/or steerage issued by the IRS, the earnings of the Fund from sure commodity-linked derivatives have been handled as non-qualifying
earnings, the Fund might fail to qualify as RIC and/or be topic to federal earnings tax on the Fund degree. The uncertainty surrounding
the remedy of sure spinoff devices below the qualification exams for a RIC might restrict the Fund’s use of such
spinoff devices.

 

 

Backup Withholding

 

By legislation, the Fund could also be required to withhold a portion of your
taxable dividends and gross sales proceeds except you:

 

· present your right social safety or taxpayer identification quantity,

 

· certify that this quantity is right,

 

· certify that you’re not topic to backup withholding, and

 

· certify that you’re a U.S. particular person (together with a U.S. resident alien).

 

The Fund additionally should withhold if the IRS instructs it to take action.
When withholding is required, the quantity might be 24% of any distributions or proceeds paid. Backup withholding isn’t a further
tax. Any quantities withheld could also be credited towards the shareholder’s U.S. federal earnings tax legal responsibility, supplied the suitable
info is furnished to the IRS. Certain payees and funds are exempt from backup withholding and data reporting.
The particular U.S. tax certification necessities relevant to non-U.S. traders to keep away from backup withholding are described below
the “Non-U.S. Investors” heading under.

 

Non-U.S. Investors

 

Non-U.S. traders (shareholders who, as to the United States,
are nonresident alien people, overseas trusts or estates, overseas companies, or overseas partnerships) could also be topic to
U.S. withholding and property tax and are topic to particular U.S. tax certification necessities. Non-U.S. traders ought to seek the advice of
their tax advisors concerning the applicability of U.S. tax withholding and using the suitable kinds to certify their standing.

 

In General. The United States imposes a flat 30% withholding
tax (or a withholding tax at a decrease treaty price) on U.S. supply dividends, together with on earnings dividends, paid to you by the Fund,
topic to sure exemptions described under. However, however such exemptions from U.S. withholding on the supply, any
dividends and distributions of earnings and capital positive factors, together with the proceeds from the sale of your Fund shares, might be topic
to backup withholding at a price of 28% for those who fail to correctly certify that you’re not a U.S. particular person.

 

Capital Gain Dividends. In normal, capital acquire dividends
reported by the Fund to shareholders as paid from its internet long-term capital positive factors, apart from long-term capital positive factors realized
on disposition of U.S. actual property pursuits (see the dialogue under), aren’t topic to U.S. withholding tax except you’re
a nonresident alien particular person current within the United States for a interval or durations aggregating 183 days or extra in the course of the calendar
yr.

 

Short-Term Capital Gain Dividends and Interest-Related Dividends.
The prior exemptions from U.S. withholding for interest-related dividends paid by the Fund from its certified internet curiosity earnings
from U.S. sources and short-term capital acquire dividends have expired. With respect to taxable years of the Fund that started earlier than
January 1, 2014, short-term capital acquire dividends reported by the Fund to shareholders as paid from its internet short-term capital
positive factors, apart from short-term capital positive factors realized on disposition of U.S. actual property pursuits (see the dialogue under),
weren’t topic to U.S. withholding tax except you have been a nonresident alien particular person current within the United States for a interval
or durations aggregating 183 days or extra in the course of the calendar yr. Similarly, with respect to taxable years of the Fund that started
earlier than January 1, 2014, dividends reported by the Fund to shareholders as interest-related dividends and paid from its certified
internet curiosity earnings from U.S. sources weren’t topic to U.S. withholding tax. “Qualified curiosity earnings” included,
generally, U.S. supply (1) financial institution deposit curiosity, (2) short-term authentic low cost, (3) curiosity (together with authentic difficulty low cost,
market low cost, or acquisition low cost) on an obligation that’s in registered kind, except it’s earned on an obligation issued
by a company or partnership through which the Fund is a 10-percent shareholder or is contingent curiosity, and (4) any interest-related
dividend from one other regulated funding firm. It is at present unclear whether or not Congress will lengthen these exemptions to taxable
years of the fund starting on or after January 1, 2014 or what the phrases of any such extension could be, together with whether or not such
extension would have retroactive impact. If the exemptions are reinstated, the Fund reserves the precise to not report small quantities
of short-term capital acquire dividends or interest-related dividends. Additionally, the Fund’s reporting of short-term capital
acquire dividends or interest-related dividends might not be handed by way of to shareholders by intermediaries who’ve assumed tax reporting
obligations for this earnings in managed or omnibus accounts as a consequence of programs limitations or operational constraints.

 

 

Net Investment Income from Dividends on Stock and Foreign
Source Interest Income Continue to be Subject to Withholding Tax; Foreign Tax Credits.
Ordinary dividends paid by the Fund
to non-U.S. traders on the earnings earned on portfolio investments in (i) the inventory of home and overseas companies and (ii)
the debt of overseas issuers proceed to be topic to U.S. withholding tax. Foreign shareholders could also be topic to U.S. withholding
tax at a price of 30% on the earnings ensuing from an election to pass-through overseas tax credit to shareholders, however might not
have the ability to declare a credit score or deduction with respect to the withholding tax for the overseas tax handled as having been paid by them.

 

Income Effectively Connected with a U.S. Trade or Business.
If the earnings from the Fund is successfully linked with a U.S. commerce or enterprise carried on by a overseas shareholder, then extraordinary
earnings dividends, capital acquire dividends and any positive factors realized upon the sale or redemption of Shares of the Fund might be topic
to U.S. federal earnings tax on the charges relevant to U.S. residents or home companies and require the submitting of a nonresident
U.S. earnings tax return.

 

Investment in U.S. Real Property. The Foreign Investment
in Real Property Tax Act of 1980 (“FIRPTA”) makes non-U.S. individuals topic to U.S. tax on disposition of a U.S. actual
property curiosity (“USRPI”) as if she or he have been a U.S. particular person. Such acquire is typically known as FIRPTA acquire.
The Fund might spend money on fairness securities of companies that spend money on USRPI, which can set off FIRPTA acquire to the Fund’s
non-U.S. shareholders.

 

The Code offers a look-through rule for distributions of FIRPTA
acquire when a RIC is assessed as a certified funding entity. A RIC might be categorized as a certified funding entity solely
with respect to any distribution by the RIC which is attributable straight or not directly to a distribution to the RIC from a U.S.
REIT (“FIRPTA distribution”) and if, generally, 50% or extra of the RIC’s property include pursuits in U.S.
REITs and different U.S. actual property holding companies (“USRPHC”). If a RIC is a certified funding entity and the
non-U.S. shareholder owns greater than 5% of a category of Fund shares at any time in the course of the one-year interval ending on the date of the
FIRPTA distribution, the FIRPTA distribution to the non-U.S. shareholder is handled as acquire from the disposition of a USRPI, inflicting
the distribution to be topic to U.S. withholding tax at a price of 35% (except diminished by future laws), and requiring the
non-US shareholder to file a nonresident U.S. earnings tax return. In addition, even when the non-U.S. shareholder doesn’t personal extra
than 5% of a category of Fund shares, however the Fund is a certified funding entity, the FIRPTA distribution might be taxable as extraordinary
dividends (slightly than as a capital acquire or short-term capital acquire dividend) topic to withholding at 30% or decrease treaty price.

 

It is at present unclear whether or not Congress will lengthen the look-through
guidelines beforehand in impact earlier than January 1, 2014 for distributions of FIRPTA acquire to different forms of distributions on or after
January 1, 2014 from a RIC to a non-US shareholder from the RIC’s direct or oblique funding in USRPI or what the phrases
of any such extension could be, together with whether or not such extension would have retroactive impact.

 

U.S. Estate Tax. Transfers by present of Shares of the Fund
by a overseas shareholder who’s a nonresident alien particular person won’t be topic to U.S. federal present tax. An particular person who,
on the time of loss of life, is a non-U.S. shareholder will nonetheless be topic to U.S. federal property tax with respect to Fund Shares
on the graduated charges relevant to U.S. residents and residents, except a treaty exemption applies. If a treaty exemption is out there,
a decedent’s property might nonetheless must file a U.S. property tax return to assert the exemption in an effort to get hold of a U.S.
federal switch certificates. The switch certificates will determine the property (i.e., Fund Shares) as to which the U.S. federal
property tax lien has been launched. In the absence of a treaty, there’s a $13,000 statutory property tax credit score (equal to U.S.
positioned property with a price of $60,000). For estates with U.S. positioned property of no more than $60,000, the Fund might settle for, in
lieu of a switch certificates, an affidavit from an applicable particular person evidencing that decedent’s U.S. positioned property
are under this threshold quantity.

 

 

U.S. Tax Certification Rules. Special U.S. tax certification
necessities might apply to non-U.S. shareholders each to keep away from U.S. backup withholding imposed at a price of 24% and to acquire the
advantages of any treaty between the United States and the shareholder’s nation of residence. In normal, in case you are a non-U.S.
shareholder, you could present a Form W-8 BEN (or different relevant Form W-8) to determine that you’re not a U.S. particular person, to assert
that you’re the useful proprietor of the earnings and, if relevant, to assert a diminished price of, or exemption from, withholding
as a resident of a rustic with which the United States has an earnings tax treaty. A Form W-8 BEN supplied with no U.S. taxpayer
identification quantity will stay in impact for a interval starting on the date signed and ending on the final day of the third succeeding
calendar yr except an earlier change of circumstances makes the knowledge on the shape incorrect. Certain payees and funds
are exempt from backup withholding.

 

The tax penalties to a non-U.S. shareholder entitled to assert
the advantages of an relevant tax treaty could also be completely different from these described herein. Non-U.S. shareholders are urged to seek the advice of
their very own tax advisors with respect to the actual tax penalties to them of an funding within the Fund, together with the applicability
of overseas tax.

 

Foreign Account Tax Compliance Act (“FATCA”).
Under FATCA, the Fund might be required to withhold a 30% tax on (a) earnings dividends paid by the Fund after June 30, 2014,
and (b) sure capital acquire distributions and the proceeds arising from the sale of Fund shares paid by the Fund after December
31, 2016, to sure overseas entities, known as overseas monetary establishments (“FFI”) or non-financial overseas
entities (“NFFE”), that fail to conform (or be deemed compliant) with in depth new reporting and withholding necessities
designed to tell the U.S. Department of the Treasury of U.S.-owned overseas funding accounts. The FATCA withholding tax usually
may be prevented: (a) by an FFI, if it experiences sure direct and oblique possession of overseas monetary accounts held by U.S. individuals
with the FFI and (b) by an NFFE, if it: (i) certifies that it has no substantial U.S. individuals as house owners or (ii) if it does have
such house owners, reporting info regarding them. The U.S. Treasury has negotiated intergovernmental agreements (“IGA”)
with sure international locations and is in numerous phases of negotiations with quite a lot of different overseas international locations with respect to at least one or
extra various approaches to implement FATCA; an entity in a kind of international locations could also be required to adjust to the phrases of
an IGA as a substitute of U.S. Treasury laws.

 

An FFI can keep away from FATCA withholding whether it is deemed compliant
or by changing into a “collaborating FFI,” which requires the FFI to enter right into a U.S. tax compliance settlement with the
IRS below part 1471(b) of the Code (“FFI settlement”) below which it agrees to confirm, report and disclose sure
of its U.S. accountholders and meet sure different specified necessities. The FFI will both report the desired info
concerning the U.S. accounts to the IRS, or, to the federal government of the FFI’s nation of residence (pursuant to the phrases and circumstances
of relevant legislation and an relevant IGA entered into between the US and the FFI’s nation of residence), which is able to, in flip,
report the desired info to the IRS. An FFI that’s resident in a rustic that has entered into an IGA with the U.S. to
implement FATCA might be exempt from FATCA withholding supplied that the FFI shareholder and the relevant overseas authorities comply
with the phrases of such settlement.

 

An NFFE that’s the useful proprietor of a fee from the Fund
can keep away from the FATCA withholding tax usually by certifying that it doesn’t have any substantial U.S. house owners or by offering the
title, tackle and taxpayer identification variety of every substantial U.S. proprietor. The NFFE will report the knowledge to the Fund
or different relevant withholding agent, which is able to, in flip, report the knowledge to the IRS.

 

Such overseas shareholders additionally might fall into sure exempt,
excepted or deemed compliant classes as established by U.S. Treasury laws, IGAs, and different steerage relating to FATCA.
An FFI or NFFE that invests within the Fund might want to present the Fund with documentation correctly certifying the entity’s
standing below FATCA in an effort to keep away from FATCA withholding. Non-U.S. traders ought to seek the advice of their very own tax advisors relating to the
impression of those necessities on their funding within the Fund. The necessities imposed by FATCA are completely different from, and as well as
to, the U.S. tax certification guidelines to keep away from backup withholding described above. Shareholders are urged to seek the advice of their tax advisors
relating to the appliance of those necessities to their very own state of affairs.

 

 

Effect of Future Legislation or Administrative Changes; Local
Tax Considerations

 

The foregoing normal dialogue of U.S. federal earnings tax
penalties is predicated on the Code and the laws issued thereunder as in impact on the date of this SAI. Future legislative
or administrative modifications, together with provisions of present legislation that sundown and thereafter not apply, or courtroom choices might
considerably change the conclusions expressed herein, and any such modifications or choices might have a retroactive impact with respect
to the transactions contemplated herein. Rules of state and native taxation of extraordinary earnings, certified dividend earnings and capital
acquire dividends might differ from the foundations for U.S. federal earnings taxation described above. Distributions can also be topic to
further state, native and overseas taxes relying on every shareholder’s explicit state of affairs. Non-U.S. shareholders might
be topic to U.S. tax guidelines that differ considerably from these summarized above. Shareholders are urged to seek the advice of their tax
advisors as to the results of those and different state and native tax guidelines affecting funding within the Fund.

 

Possible Tax Law Changes. At the time that this SAI is
being ready, the coronavirus and COVID-19 are affecting the United States. Various administrative and legislative modifications to
the federal tax legal guidelines are into consideration, however it’s not doable right now to find out whether or not any of those modifications will
be made or what the modifications would possibly entail.

 

FINANCIAL STATEMENTS

 

Financial Statements and Annual Reports might be obtainable after
the Fund has accomplished a fiscal yr of operations. When obtainable, you could request a replica of the Fund’s Annual Report at
no cost by calling (215) 882-9983, or by way of the web site at www.viridifunds.com.

 

 

Appendix A Proxy Voting Policies and
Procedures Empowered Funds, LLC

 

Empowered Funds, LLC

 

Proxy Voting Policies and Procedures

 

Proxy Voting Policy

 

The Board has delegated authority to the
Firm to vote all proxies regarding the securities held within the Fund’s portfolios in the very best curiosity of Funds and their
shareholders. The Firm has due to this fact adopted the next procedures for voting proxies on behalf of the Funds.

 

Voting
Procedures

 

All staff will ahead any proxy supplies
acquired on behalf of Fund to the Compliance Officer, who will decide which Fund holds the safety to which the proxy relates.

 

Absent materials conflicts, the Compliance
Officer will decide how the Firm ought to vote the proxy in accordance with relevant voting pointers, full the proxy and
direct that the proxy be submitted in a well timed and applicable method.

 

Disclosure

 

The Firm will present conspicuously displayed
info to the Fund summarizing this proxy voting coverage and procedures, together with an announcement that Funds might request info
relating to how the Firm voted the Fund’s proxies, and that Funds might request a replica of those insurance policies and procedures. The
Fund will disclose this Proxy Policy, or the Firm’s description of the Proxy Policy, to their shareholders by together with it
as an appendix to the Fund’s Statement of Additional Information (“SAI”) on Form N-1A.

 

Voting
Guidelines

 

In the absence of particular voting pointers
from the Fund, the Firm will vote proxies in the very best pursuits of every explicit Fund. The Firm’s coverage is to vote all
proxies from a selected issuer the identical method for the Fund absent qualifying restrictions from the Fund. The Fund are permitted to
place affordable restrictions on the Firm’s voting authority in the identical method that they might place such restrictions on
the precise choice of portfolio securities.

 

The Firm will usually vote in favor of
routine company housekeeping proposals such because the election of administrators and choice of auditors absent conflicts of curiosity
raised by an auditor’s non-audit providers.

 

In reviewing proposals, the Firm will additional
take into account the opinion of administration and the impact on administration, and the impact on shareholder worth and the issuer’s enterprise
practices. In normal, a lot weight might be given to administration’s advice on the proxy vote within the Firm’s determination
making. The Firm might take into account the opinions of impartial proxy service suppliers, comparable to Institutional Shareholder Services,
Inc. (“ISS”) in sure conditions.

 

Conflicts
of Interest

 

The Firm will determine any conflicts that
exist between the pursuits of the Firm and the Fund(s) by reviewing the connection of the Firm with the issuer of every safety
to find out if the Firm or any of its staff has any monetary, enterprise or private relationship with the issuer.

 

If a fabric battle of curiosity exists,
the Compliance Officer will decide whether or not it’s applicable to reveal the battle to the affected Fund(s), to provide such
Fund(s) a chance to vote the proxies themselves, or to deal with the voting difficulty by way of different goal means comparable to voting
in a fashion in step with a predetermined voting coverage or receiving an impartial third-party voting advice.

 

The Firm will preserve a report of the
voting decision of any battle of curiosity.

 

 

Reporting

 

The Firm will current to the Board a quarterly
report summarizing its proxy voting compliance actions for the previous quarter. In accordance with its procedures, the Board
will evaluate the quarterly report to make sure compliance with the SEC Rules and this Policy, and can decide the steps and procedures,
if any, that have to be undertaken or adopted by the Firm to make sure additional compliance with the related legal guidelines. Votes solid on behalf
of the Fund might be compiled and transmitted to the Administrator, which is able to help in getting ready the Form N-PX report as required
by the SEC.

 

Recordkeeping

 

The Compliance Officer shall retain the
following proxy information in accordance with the SEC’s five-year retention requirement:

 

1. These insurance policies and procedures and any amendments;

 

2. A duplicate of every proxy assertion that the Firm receives;

 

3. A report of every vote that the Firm casts;

 

4. Any doc the Firm created that was materials to creating a choice the best way to vote proxies, or that
memorializes that call.

 

A duplicate of every written request from the Fund for info
on how the Firm voted such Fund’s proxies, and a replica of any written response.

 

  

ALPHA
ARCHITECT ETF TRUST

 

PART
C

 

OTHER
INFORMATION

 

Item
28. Exhibits:

 

(a) Articles
of Incorporation.

 

 

 

 

 

(c) Instruments
Defining Rights of Security Holders.
(1) Agreement
and Declaration of Trust
(ii) Article
V: Shareholders’ Voting Powers and Meetings
(iii) Article
VI: Net Asset Value; Distributions; Redemptions; Transfers
(iv) Article
VIII: Certain Transactions, Section 4
(v) Article
X: Miscellaneous, Section 4

 

(i) Article
II: Meetings of Shareholders
(ii) Article
VI: Records and Reports, Sections 1, 2, and three
(iii) Article
VII: General Matters, Sections 3, 4, 6, and seven
(iv) Article
VIII: Amendments, Section 1

 

(d) Investment
Advisory Agreements.

 

 

 

 

 

 

 

 

 

 

 

 

 

(10) Investment
Advisory Agreement between the Registrant and Empowered Funds, LLC, with respect to the
Freedom Day Dividend ETF – To be filed by modification.

 

(11) Investment
Sub-Advisory Agreement among the many Registrant, Empowered Funds, LLC, and Freedom Day Solutions,
LLC with respect to the Freedom Day Dividend ETF – To be filed by modification.

 

(12) Investment
Advisory Agreement between the Registrant and Empowered Funds, LLC, with respect to the
Strategic E-Commerce & Logistics Sector ETF, Strategic Fintech & Digital Payments
Sector ETF, Strategic Hotel & Lodging Sector ETF, Strategic Internet of Things Technology
ETF, Strategic Healthcare & Life Science Technology ETF, Strategic Apartment &
Residential Real Estate ETF, Strategic Streaming & Gaming Technology ETF, and Strategic
Technology & E-Commerce Real Estate ETF – To be filed by modification.

 

(13) Investment
Advisory Agreement between the Registrant and Empowered Funds, LLC, with respect to the
Turner Quant Advantage ETF – To be filed by modification.

 

(14) Investment
Sub-Advisory Agreement among the many Registrant, Empowered Funds, LLC, and Turner Capital
Investments, LLC with respect to the Turner Quant Advantage ETF – To be filed
by modification.

 

(15) Investment
Advisory Agreement between the Registrant and Empowered Funds, LLC, with respect to the
Sparkline Intangible Value ETF – To be filed by modification.

 

(16) Investment
Sub-Advisory Agreement among the many Registrant, Empowered Funds, LLC, and Sparkline Capital
LP with respect to the Sparkline Intangible Value ETF – To be filed by modification.

 

(17) Investment Advisory Agreement between the Registrant and Empowered Funds, LLC, with respect to the Viridi ESG Crypto Mining ETF –
To be filed by modification.

 

(18) Investment Sub-Advisory Agreement among the many Registrant, Empowered Funds, LLC, and New Gen Minting, LLC with respect to the Viridi
ESG Crypto Mining ETF – To be filed by modification.

 

(e) Underwriting
Contracts.

 

 

 

 

 

 

(f) Bonus
or Profit Sharing Contracts.

 

Not
Applicable.

 

 

 

 

(h) Other
Material Contracts.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(13) License
Agreement among the many Registrant, Empowered Funds, LLC, and Strategic Investments, LLC
for Strategic E-Commerce & Logistics Sector ETF, Strategic Fintech & Digital
Payments Sector ETF, Strategic Hotel & Lodging Sector ETF, Strategic Internet of
Things Technology ETF, Strategic Healthcare & Life Science Technology ETF, Strategic
Apartment & Residential Real Estate ETF, and Strategic Streaming & Gaming Technology
ETF – To be filed by modification.

 

 

(14) License
Agreement among the many Registrant, Empowered Funds, LLC, and [license provider] for Strategic
Technology & E-Commerce Real Estate ETF – To be filed by modification.

 

 

 

 

 

 

 

 

 

(8) Opinion
and Consent of Counsel for Freedom Day Dividend ETF – To be filed by modification.

 

(9) Opinion
and Consent of Counsel for Strategic E-Commerce & Logistics Sector ETF, Strategic
Fintech & Digital Payments Sector ETF, Strategic Hotel & Lodging Sector ETF,
Strategic Internet of Things Technology ETF, Strategic Healthcare & Life Science
Technology ETF, Strategic Apartment & Residential Real Estate ETF, Strategic Streaming
& Gaming Technology ETF, and Strategic Technology & E-Commerce Real Estate ETF
To be filed by modification.

 

 

(10) Opinion
and Consent of Counsel for Turner Quant Advantage ETF – To be filed by modification.

 

(11) Opinion
and Consent of Counsel for Sparkline Intangible Value ETF – To be filed by modification.

 

(12) Opinion and Consent of Counsel for Viridi ESG Crypto Mining ETF – To be filed by modification.

 

(j) Consent
to reference Independent Registered Public Accounting Firm

 

Not
Applicable.

 

(ok) Omitted
Financial Statements.

 

Not
Applicable.

 

 

 

 

(2) Form
of Amended and Restated Schedule I to Distribution Plan – To be filed by modification.

 

 

Not
Applicable.

 

 

 

 

 

 

 

(5) Code
of Ethics of Freedom Day Solutions, LLC – To be filed by modification.

 

 

(6) Code
of Ethics of Turner Capital Investments, LLC – To be filed by modification.

 

(7) Code
of Ethics of Sparkline Capital LP – To be filed by modification.

 

(8) Code of Ethics of New Gen Minting, LLC – To be filed by modification.

 

 

 

Item
29. Persons Controlled By or Under Common Control with the Registrant:

 

None.

 

Item
30. Indemnification:

 

Under
the phrases of the Delaware Statutory Trust Act (“DSTA”) and the Registrant’s Agreement and Declaration of Trust
(“Declaration of Trust”), no officer or trustee of the Registrant shall have any legal responsibility to the Registrant, its
shareholders, or some other occasion for damages, besides to the extent such limitation of legal responsibility is precluded by Delaware legislation,
the Declaration of Trust or the By-Laws of the Registrant.

 

Subject
to the requirements and restrictions set forth within the Declaration of Trust, DSTA, Section 3817, permits a statutory belief to indemnify
and maintain innocent any trustee, useful proprietor or different particular person from and towards any and all claims and calls for by any means. DSTA,
Section 3803 protects trustees, officers, managers and different staff, when performing in such capability, from legal responsibility to any particular person
apart from the Registrant or useful proprietor for any act, omission or obligation of the Registrant or any trustee thereof, besides
as in any other case supplied within the Declaration of Trust.

 

The
Declaration of Trust offers that any one who is or was a Trustee, officer, worker or different agent, together with the underwriter,
of such Trust shall be liable to the Trust and its shareholders just for (1) any act or omission that constitutes a nasty religion
violation of the implied contractual covenant of excellent religion and truthful dealing, or (2) the particular person’s personal willful misfeasance,
dangerous religion, gross negligence or reckless disregard of the duties concerned within the conduct of such particular person (such conduct referred
to herein as Disqualifying Conduct) and for nothing else. Except in these cases and to the fullest extent that limitations
of legal responsibility of brokers are permitted by the DSTA, these Agents (as outlined within the Declaration of Trust) shall not be accountable
or chargeable for any act or omission of some other Agent of the Trust or any funding adviser or principal underwriter. Moreover,
besides and to the extent supplied in these cases, none of those Agents, when performing of their respective capability as such,
shall be personally liable to some other particular person, apart from such Trust or its shareholders, for any act, omission or obligation
of the Trust or any trustee thereof.

 

 

The
Trust shall indemnify, out of its property, to the fullest extent permitted below relevant legislation, any of the individuals who was or
is a celebration or is threatened to be made a celebration to any Proceeding (as outlined within the Declaration of Trust) as a result of the particular person is
or was an Agent of such Trust. These individuals shall be indemnified towards any Expenses (as outlined within the Declaration of Trust),
judgments, fines, settlements and different quantities truly and fairly incurred in reference to the Proceeding if the particular person
acted in good religion or, within the case of a prison continuing, had no affordable trigger to consider that the conduct was illegal.
The termination of any Proceeding by judgment, order, settlement, conviction or plea of nolo contendere or its equal shall
not in itself create a presumption that the particular person didn’t act in good religion or that the particular person had affordable trigger to consider
that the particular person’s conduct was illegal. There shall nonetheless be no indemnification for an individual’s personal Disqualifying
Conduct.

 

Insofar
as indemnification for liabilities arising below the Securities Act of 1933, as amended, could also be permitted to Trustees, officers
and controlling individuals of the Registrant pursuant to the foregoing provisions, or in any other case, the Registrant has been suggested
that within the opinion of the Securities and Exchange Commission such indemnification is towards public coverage as expressed within the
Act and is, due to this fact, unenforceable. In the occasion {that a} declare for indemnification towards such liabilities (apart from the fee
by the Registrant of bills incurred or paid by a Trustee, officer or controlling particular person of the Registrant within the profitable
protection of any motion, go well with or continuing) is asserted by such Trustee, officer or controlling particular person in reference to securities
being registered, the Registrant could also be required, except within the opinion of its counsel the matter has been settled by controlling
precedent, to undergo a courtroom or applicable jurisdiction the query whether or not such indemnification is towards public coverage
as expressed within the Act and might be ruled by the ultimate adjudication of such difficulty.

 

Item
31. Business and Other Connections of Investment Adviser:

 

This
Item integrated by reference every funding adviser’s Uniform Application for Investment Adviser Registration (“Form
ADV”) on file with the SEC, as listed under. Each Form ADV could also be obtained, freed from cost, on the SEC’s web site at
www.adviserinfo.sec.gov. Additional info as to some other enterprise, occupation, vocation or employment of a considerable
nature engaged in by every officer and director of the below-listed funding advisers is included within the Trust’s Statement
of Additional Information.

 

Investment
Adviser
  SEC
File No.
     
Empowered
Funds, LLC
  801-79835
     
Gadsden,
LLC
  801-112416
     
Upholdings
Group LLC
  801-119773
     
Turner
Capital Investments, LLC
  801-120964

 

With
respect to Sparkline Capital LP, Mr. Christopher Tsong-Kai (Kai) Wu is the founder, Chief Investment Officer, and companion of Sparkline
Capital. In addition, Mr. Wu is Manager of every of Sparkline Capital LLC (the final companion of Sparkline Capital LP) and Sparkline
Capital GP LLC (the final companion of a non-public fund). The principal tackle for every of the foregoing Sparkline entities is
11 S Main Street, Unit 4, West Hartford, CT 06107.

 

With respect to New Gen Minting, LLC dba Viridi Funds, Mr Ethan Vera
is the Co-Founder, Chief Financial Officer and Chief Compliance Officer. In addition, Mr.Vera is the Co-Founder, and CFO of Luxor Technology
Corporation. The principal tackle of the foregoing entity is 5232 236th Place SE, Issaquah, WA 98029.

 

With respect to New Gen Minting, LLC dba Viridi Funds, Mr Wesley
Fulford is the Co-Founder and Chief Executive Officer. Previously, Mr. Fulford was the CEO and a Director of cryptocurrency miner
Bitfarms Ltd. The principal tackle of Viridi Funds is 5232 236th Place SE, Issaquah, WA 98029.

 

 

Item
32. Principal Underwriters:

 

Quasar
Distributors, LLC (the “Distributor”) serves as principal underwriter for the next funding firms registered
below the Investment Company Act of 1940, as amended:

 

1. Aasgard
Small & Mid Cap Fund, Series of Advisors Series Trust
2. American
Trust Allegiance Fund, Series of Advisors Series Trust
3. Capital
Advisors Growth Fund, Series of Advisors Series Trust
4. Chase
Growth Fund, Series of Advisors Series Trust
5. Davidson
Multi Cap Equity Fund, Series of Advisors Series Trust
6. Edgar
Lomax Value Fund, Series of Advisors Series Trust
7. First
Sentier American Listed Infrastructure Fund, Series of Advisors Series Trust
8. First
Sentier Global Listed Infrastructure Fund, Series of Advisors Series Trust
9. Fort
Pitt Capital Total Return Fund, Series of Advisors Series Trust
10. Huber
Large Cap Value Fund, Series of Advisors Series Trust
11. Huber
Select Large Cap Value Fund, Series of Advisors Series Trust
12. Huber
Mid Cap Value Fund, Series of Advisors Series Trust
13. Huber
Small Cap Value Fund, Series of Advisors Series Trust
14. Logan
Capital International Fund, Series of Advisors Series Trust
15. Logan
Capital Large Cap Core Fund, Series of Advisors Series Trust
16. Logan
Capital Large Cap Growth Fund , Series of Advisors Series Trust
17. Logan
Capital Small Cap Growth Fund, Series of Advisors Series Trust
18. O’Shaughnessy
Market Leaders Value Fund, Series of Advisors Series Trust
19. PIA
BBB Bond Fund, Series of Advisors Series Trust
20. PIA
High Yield Fund, Series of Advisors Series Trust
21. PIA
High Yield Managed Account Completion Shares (MACS) Fund, Series of Advisors Series Trust
22. PIA
MBS Bond Fund, Series of Advisors Series Trust
23. PIA
Short-Term Securities Fund, Series of Advisors Series Trust
24. Poplar
Forest Cornerstone Fund, Series of Advisors Series Trust
25. Poplar
Forest Partners Fund, Series of Advisors Series Trust
26. Pzena
Emerging Markets Value Fund, Series of Advisors Series Trust
27. Pzena
International Small Cap Value Fund, Series of Advisors Series Trust
28. Pzena
Mid Cap Value Fund, Series of Advisors Series Trust
29. Pzena
Small Cap Value Fund, Series of Advisors Series Trust
30. Scharf
Alpha Opportunity Fund, Series of Advisors Series Trust
31. Scharf
Fund, Series of Advisors Series Trust
32. Scharf
Global Opportunity Fund, Series of Advisors Series Trust
33. Scharf
Multi-Asset Opportunity Fund, Series of Advisors Series Trust
34. Semper
MBS Total Return Fund, Series of Advisors Series Trust
35. Semper
Short Duration Fund, Series of Advisors Series Trust
36. Shenkman
Capital Floating Rate High Income Fund, Series of Advisors Series Trust
37. Shenkman
Capital Short Duration High Income Fund, Series of Advisors Series Trust
39. Allied
Asset Advisors Funds
40. Alpha
Architect ETF Trust
42. Barrett
Opportunity Fund, Inc.
43. Bridges
Investment Fund, Inc.
44. Brookfield
Investment Funds

 

 

46. Cushing®
Mutual Funds Trust
47. DoubleLine
Funds Trust
48. Ecofin
Tax-Advantaged Social Impact Fund, Inc. (f/ok/a Tortoise Tax-Advantaged Social Infrastructure
Fund, Inc.)
49. AAM
Low Duration Preferred and Income Securities ETF, Series of ETF Series Solutions
50. AAM
S&P 500 Emerging Markets High Dividend Value ETF, Series of ETF Series Solutions
51. AAM
S&P 500 High Dividend Value ETF, Series of ETF Series Solutions
52. AAM
S&P Developed Markets High Dividend Value ETF, Series of ETF Series Solutions
53. The
Acquirers Fund, Series of ETF Series Solutions
54. AI
Powered International Equity ETF, Series of ETF Series Solutions
55. AlphaClone
Alternative Alpha ETF, Series of ETF Series Solutions
56. AlphaMark
Actively Managed Small Cap ETF, Series of ETF Series Solutions
57. Aptus
Collared Income Opportunity ETF, Series of ETF Series Solutions
58. Aptus
Defined Risk ETF, Series of ETF Series Solutions
59. Aptus
Drawdown Managed Equity ETF, Series of ETF Series Solutions
60. Blue
Horizon BNE ETF, Series of ETF Series Solutions
61. CBOE
Vest S&P 500 Dividend Aristocrats Target Income ETF, Series of ETF Series Solutions
62. Change
Finance Diversified Impact US Large Cap Fossil Fuel Free ETF, Series of ETF Series Solutions
63. ClearShares
OCIO ETF, Series of ETF Series Solutions
64. ClearShares
Piton Intermediate Fixed Income Fund, Series of ETF Series Solutions
65. ClearShares
Ultra-Short Maturity ETF, Series of ETF Series Solutions
66. Deep
Value ETF, Series of ETF Series Solutions
67. Distillate
International Fundamental Stability & Value ETF, Series of ETF Series Solutions
68. Distillate
US Fundamental Stability & Value ETF, Series of ETF Series Solutions
69. Hoya
Capital Housing ETF, Series of ETF Series Solutions
70. LHA
Market State Alpha Seeker ETF, Series of ETF Series Solutions
71. LHA
Market State Tactical Beta ETF, Series of ETF Series Solutions
72. LHA
Market State US Tactical ETF, Series of ETF Series Solutions
73. Loncar
Cancer Immunotherapy ETF, Series of ETF Series Solutions
74. Loncar
China BioPharma ETF, Series of ETF Series Solutions
75. Nationwide
Maximum Diversification Emerging Markets Core Equity ETF, Series of ETF Series Solutions
76. Nationwide
Maximum Diversification US Core Equity ETF, Series of ETF Series Solutions
77. Nationwide
Risk-Based International Equity ETF, Series of ETF Series Solutions
78. Nationwide
Risk-Based US Equity ETF, Series of ETF Series Solutions
79. Nationwide
Risk-Managed Income ETF, Series of ETF Series Solutions
80. NETLease
Corporate Real Estate ETF, Series of ETF Series Solutions
81. Opus
Small Cap Value ETF, Series of ETF Series Solutions
82. Premise
Capital Diversified Tactical ETF, Series of ETF Series Solutions
83. US
Global GO GOLD and Precious Metal Miners ETF, Series of ETF Series Solutions
84. US
Global JETS ETF, Series of ETF Series Solutions
85. US
Vegan Climate ETF, Series of ETF Series Solutions
86. Volshares
Large Cap ETF, Series of ETF Series Solutions
87. First
American Funds, Inc.
88. FundX
Investment Trust
89. The
Glenmede Fund, Inc.
90. The
Glenmede Portfolios

 

 

91. The
GoodHaven Funds Trust
92. Greenspring
Fund, Incorporated
93. Harding,
Loevner Funds, Inc.
96. Hotchkis
& Wiley Funds
97. Intrepid
Capital Management Funds Trust
99. The
Jensen Quality Growth Fund Inc.
100. Kirr,
Marbach Partners Funds, Inc.
101. AAF
First Priority CLO Bond ETF, Series of Listed Funds Trust
102. Core
Alternative ETF, Series of Listed Funds Trust
103. Wahed
FTSE USA Shariah ETF, Series of Listed Funds Trust
105. LoCorr
Investment Trust
106. Lord
Asset Management Trust
108. ATAC
Rotation Fund, Series of Managed Portfolio Series
109. Cove
Street Capital Small Cap Value Fund, Series of Managed Portfolio Series
110. Ecofin
Digital Payments Infrastructure Fund, Series of Managed Portfolio Series
111. Ecofin
Global Renewables Infrastructure Fund, Series of Managed Portfolio Series
112. Ecofin
Global Water ESG Fund, Series of Managed Portfolio Series
113. Great
Lakes Bond Fund, Series of Managed Portfolio Series
114. Great
Lakes Disciplined Equity Fund, Series of Managed Portfolio Series
115. Great
Lakes Large Cap Value Fund, Series of Managed Portfolio Series
116. Great
Lakes Small Cap Opportunity Fund, Series of Managed Portfolio Series
117. Jackson
Square Global Growth Fund, Series of Managed Portfolio Series
118. Jackson
Square International Growth Fund, Series of Managed Portfolio Series
119. Jackson
Square Large-Cap Growth Fund, Series of Managed Portfolio Series
120. Jackson
Square Select 20 Growth Fund, Series of Managed Portfolio Series
121. Jackson
Square SMID-Cap Growth Fund, Series of Managed Portfolio Series
122. LK
Balanced Fund, Series of Managed Portfolio Series
123. Muhlenkamp
Fund, Series of Managed Portfolio Series
124. Nuance
Concentrated Value Fund, Series of Managed Portfolio Series
125. Nuance
Concentrated Value Long Short Fund, Series of Managed Portfolio Series
126. Nuance
Mid Cap Value Fund, Series of Managed Portfolio Series
127. Port
Street Quality Growth Fund, Series of Managed Portfolio Series
128. Principal
Street High Income Municipal Fund, Series of Managed Portfolio Series
129. Reinhart
Genesis PMV Fund, Series of Managed Portfolio Series
130. Reinhart
Mid Cap PMV Fund, Series of Managed Portfolio Series
131. TorrayResolute
Small/Mid Cap Growth Fund, Series of Managed Portfolio Series
132. Tortoise
Energy Evolution Fund, Series of Managed Portfolio Series
133. Tortoise
MLP & Energy Income Fund, Series of Managed Portfolio Series
134. Tortoise
MLP & Energy Infrastructure Fund, Series of Managed Portfolio Series
135. Tortoise
MLP & Pipeline Fund, Series of Managed Portfolio Series
136. Tortoise
North American Pipeline Fund, Series of Managed Portfolio Series
137. Argent
Small Cap Fund, Series of Manager Directed Portfolios
138. Hardman
Johnston International Growth Fund, Series of Manager Directed Portfolios

 

 

139. Hood
River Small-Cap Growth Fund, Series of Manager Directed Portfolios
140. iM
DBi Hedge Strategy ETF, Series of Manager Directed Portfolios
141. iM
DBi Managed Futures Strategy ETF, Series of Manager Directed Portfolios
142. iM
Dolan McEniry Corporate Bond Fund, Series of Manager Directed Portfolios
143. Pemberwick
Fund, Series of Manager Directed Portfolios
144. Vert
Global Sustainable Real Estate Fund, Series of Manager Directed Portfolios
145. Matrix
Advisors Funds Trust
146. Matrix
Advisors Value Fund, Inc.
148. Nicholas
Equity Income Fund, Inc.
151. Nicholas
Limited Edition, Inc.
152. Permanent
Portfolio Family of Funds
155. Professionally
Managed Portfolios
156. Prospector
Funds, Inc.
157. Provident
Mutual Funds, Inc.
159. Abbey
Capital Futures Strategy Fund, Series of The RBB Fund, Inc.
160. Abbey
Capital Multi-Asset Fund, Series of The RBB Fund, Inc.
161. Adara
Smaller Companies Fund, Series of The RBB Fund, Inc.
162. Aquarius
International Fund, Series of The RBB Fund, Inc.
163. Bogle
Small Cap Growth Fund, Series of The RBB Fund, Inc.
164. Boston
Partners All Cap Value Fund, Series of The RBB Fund, Inc.
165. Boston
Partners Emerging Markets Fund, Series of The RBB Fund, Inc.
166. Boston
Partners Emerging Markets Long/Short Fund, Series of The RBB Fund, Inc.
167. Boston
Partners Global Equity Advantage Fund, Series of The RBB Fund, Inc.
168. Boston
Partners Global Equity Fund, Series of The RBB Fund, Inc.
169. Boston
Partners Global Long/Short Fund, Series of The RBB Fund, Inc.
170. Boston
Partners Long/Short Equity Fund, Series of The RBB Fund, Inc.
171. Boston
Partners Long/Short Research Fund, Series of The RBB Fund, Inc.
172. Boston
Partners Small Cap Value II Fund, Series of The RBB Fund, Inc.
173. Campbell
Advantage Fund, Series of The RBB Fund, Inc.
174. Campbell
Systematic Macro Fund, Series of The RBB Fund, Inc.
175. MFAM
Small-Cap Growth ETF, Series of The RBB Fund, Inc.
176. Motley
Fool 100 Index ETF, Series of The RBB Fund, Inc.
177. Orinda
Income Opportunities Fund, Series of The RBB Fund, Inc.
178. SGI
Conservative Fund, Series of The RBB Fund, Inc.
179. SGI
Global Equity Fund, Series of The RBB Fund, Inc.
180. SGI
Peak Growth Fund, Series of The RBB Fund, Inc.
181. SGI
Prudent Growth Fund, Series of The RBB Fund, Inc.
182. SGI
U.S. Large Cap Equity Fund, Series of The RBB Fund, Inc.
183. SGI
U.S. Large Cap Equity VI Portfolio, Series of The RBB Fund, Inc.
184. SGI
U.S. Small Cap Equity Fund, Series of The RBB Fund, Inc.
185. WPG
Partners Small/Micro Cap Value Fund, Series of The RBB Fund, Inc.
186. Series
Portfolios Trust

 

 

187. Thompson
IM Funds, Inc.
189. Trust
for Advised Portfolios
190. Barrett
Growth Fund, Series of Trust for Professional Managers
191. Bright
Rock Mid Cap Growth Fund, Series of Trust for Professional Managers
192. Bright
Rock Quality Large Cap Fund, Series of Trust for Professional Managers
193. Convergence
Long/Short Equity Fund, Series of Trust for Professional Managers
194. Convergence
Market Neutral Fund, Series of Trust for Professional Managers
195. CrossingBridge
Low Duration High Yield Fund, Series of Trust for Professional Managers
196. Dearborn
Partners Rising Dividend Fund, Series of Trust for Professional Managers
197. Jensen
Global Quality Growth Fund, Series of Trust for Professional Managers
198. Jensen
Quality Value Fund, Series of Trust for Professional Managers
199. Marketfield
Fund, Series of Trust for Professional Managers
200. Rockefeller
Core Taxable Bond Fund, Series of Trust for Professional Managers
201. Rockefeller
Equity Allocation Fund, Series of Trust for Professional Managers
202. Rockefeller
Intermediate Tax Exempt National Bond Fund, Series of Trust for Professional Managers
203. Rockefeller
Intermediate Tax Exempt New York Bond Fund, Series of Trust for Professional Managers
204. Snow
Capital Long/Short Opportunity Fund, Series of Trust for Professional Managers
205. Snow
Capital Small Cap Value Fund, Series of Trust for Professional Managers
206. Terra
Firma US Concentrated Realty Fund, Series of Trust for Professional Managers
207. USQ
Core Real Estate Fund
208. Wall
Street EWM Funds Trust
209. Wisconsin
Capital Funds, Inc.

 

Item
32(b)
The
following are the Officers and Manager of the Distributor, the Registrant’s underwriter.
The Distributor’s important enterprise tackle is 111 E. Kilbourn Ave., Suite 2200, Milwaukee,
WI 53202.

 

Name
Address Position
with Underwriter
Position
with Registrant
Richard
J. Berthy
Three
Canal Plaza, Suite 100, Portland, ME 04101
President,
Treasurer and Manager
None
Mark
A. Fairbanks
Three
Canal Plaza, Suite 100, Portland, ME 04101
Vice
President
None
Teresa
Cowan
111
E. Kilbourn Ave, Suite 2200, Milwaukee, WI 53202
Vice
President
None
Jennifer
Ok. DiValerio
899
Cassatt Road, 400 Berwyn Park, Suite 110, Berwyn, PA 19312
Vice
President
None
Susan
L. LaFond
111
E. Kilbourn Ave, Suite 2200, |Milwaukee, WI 53202
Vice
President and Co-Chief Compliance Officer
None
Jennifer
A. Brunner
111
E. Kilbourn Ave, Suite 2200, Milwaukee, WI 53202
Vice
President and Co-Chief Compliance Officer
None
Jennifer
E. Hoopes
Three
Canal Plaza, Suite 100, Portland, ME 04101
Secretary None

 

 

Item
32(c)
Not
relevant.

 

Item
33. Location of Accounts and Records:

 

Information
relating to the books and different paperwork required to be maintained by Section 31(a) of the 1940 Act, and the foundations promulgated
thereunder, are supplied within the Registrant’s most up-to-date report on Form N-CEN.

 

Item
34. Management Services:

 

None.

 

Item
35. Undertakings:

 

None.

 

  

SIGNATURES

 

Pursuant to the necessities of the Securities Act of 1933 (the
“Securities Act”) and the Investment Company Act of 1940, the Trust has duly brought on this Post-Effective Amendment No.
62 to the Registrant’s Registration Statement (File No. 333-195493) to be signed on its behalf by the undersigned, duly approved,
within the City of Broomall, Commonwealth of Pennsylvania, on this 14th day of April, 2021.

 

ALPHA
ARCHITECT ETF TRUST

 

By:
/s/ Wesley R. Gray
Wesley
R. Gray
President

 

Pursuant
to the necessities of the Securities Act of 1933, this Registration Statement has been signed under by the next individuals
within the capacities and on the dates indicated.

 

 

/s/
Wesley R. Gray
Trustee
and President
April 14, 2021
Wesley
R. Gray
   
     
/s/
John R. Vogel
Treasurer
and Principal Financial Officer
April 14, 2021
John
R. Vogel
   
     
/s/
Patrick Cleary
Secretary
and Chief Compliance Officer
April 14, 2021
Patrick
Cleary
   
     
/s/
Daniel Dorn
 
Trustee April 14, 2021
Daniel
Dorn*
   
     
/s/
Michael Pagano
Trustee April 14, 2021
Michael
Pagano*
   
     
/s/
Emeka Oguh
 
Trustee April 14, 2021
Emeka
Oguh*
   

 

By: /s/
Wesley R. Gray
  Wesley
R. Gray
  Attorney-in-Fact
  (Pursuant
to Power of Attorney beforehand filed with Post-Effective Amendment No. 25 to the Registrant’s registration assertion
on January 28, 2020)

 

 

Exhibit
Index

 

 

 

Exhibit (e)(1)(ii) 

 

THIRTEENTH
AMENDMENT TO THE

ALPHA
ARCHITECT ETF TRUST

DISTRIBUTION
AGREEMENT

 

THIS
THIRTEENTH AMENDMENT
efficient as of the final date on the signature block,
to the Distribution Agreement, dated as of October 8, 2014 (the “Agreement”) is entered into by and between
Alpha Architect ETF Trust (the “Trust”), a Delaware statutory belief and Quasar Distributors, LLC
(the “Distributor”), a Delaware restricted legal responsibility firm.

 

WHEREAS,
the events need so as to add a fund to the Agreement;

 

NOW
THEREFORE
, pursuant to Article 13 of the Agreement, the events hereby comply with amend the Agreement as follows:

 

Viridi
ESG Crypto Mining ETF
might be added to Amended Schedule A. Amended Schedule A of the Agreement shall be outdated and changed
in its entirety by Amended Schedule A connected hereto.

 

The
Agreement, as amended, shall stay in full power and impact.

 

IN
WITNESS WHEREOF
, the events hereto have brought on this Thirteenth Amendment to be executed by a duly approved officer on one
or extra counterparts as of the date final date written under.

 

ALPHA
ARCHITECT ETF TRUST
  QUASAR
DISTRIBUTORS, LLC

  

   
By:                     By:                  
                    
     
Date:   Date:  

 

 

Amended
Schedule A to the

Distribution
Agreement – Alpha Architect ETF Trust

 

Separate
Series of Alpha Architect ETF Trust

 

Name
of Series
 
Alpha
Architect U.S. Quantitative Value ETF
 
Alpha
Architect International Quantitative Value ETF
 
Alpha
Architect U.S. Quantitative Momentum ETF
 

Alpha
Architect International Quantitative Momentum ETF

Alpha
Architect Value Momentum Trend ETF

Freedom
100 Emerging Markets ETF

Merlyn.AI
Bull-Rider Bear-Fighter ETF

Merlyn.AI
Tactical Growth and Income ETF

Gadsden
Dynamic Multi-Asset ETF

Merlyn.AI
Best-of-Breed Core Momentum ETF

Merlyn.AI
SectorSurfer Momentum ETF

UPHOLDINGS
Compound Kings ETF

Freedom
Day Dividend ETF

Strategic
E-Commerce & Logistics Sector ETF

Strategic
Fintech & Digital Payments Sector ETF

Strategic
Hotel & Lodging Sector ETF

Strategic
Internet of Things Technology ETF

Strategic
Healthcare & Life Science Technology ETF

Strategic
Apartment & Residential Real Estate ETF

Strategic
Streaming & Gaming Technology ETF

Strategic
Technology & E-Commerce Real Estate ETF

Turner
Quant Advantage ETF

Sparkline
Intangible Value ETF

Viridi
ESG Crypto Mining ETF

 

 

 

 

 Exhibit
(g)(1)(i)

 

FOURTEENTH
AMENDMENT TO THE

ALPHA
ARCHITECT ETF TRUST CUSTODY AGREEMENT

 

This
Fourteenth Amendment, efficient as of the final date on the signature block, to the Custody Agreement, dated as of October 8, 2014,
as amended (the “Agreement”), is entered into by and between Alpha Architect ETF Trust, a Delaware statutory belief
(the “Trust”) and U.S. Bank National Association, a nationwide banking affiliation (the “Custodian”).

 

RECITALS

 

WHEREAS,
the events have entered into the Agreement;

 

WHEREAS,
the Trust wishes so as to add the Viridi ESG Crypto Mining ETF to its collection, and

 

WHEREAS,
Article XV, Section 15.02 of the Agreement permits for its modification by a written instrument executed by each events.

 

NOW,
THEREFORE, the events comply with amend the Agreement as follows:

 

The
Amended Exhibit B is outdated and changed in its entirety with the Amended Exhibit B connected hereto.

 

IN
WITNESS WHEREOF, the events hereto have brought on this Amendment to be executed by a duly approved officer on a number of counterparts
as of the date and yr final written under. 

 

ALPHA ARCHITECT ETF TRUST   U.S. BANK, N.A.
         
By:                         By:                     
Name:     Name:  
Title:     Title:  
Date:     Date:  

 

 

Amended
Exhibit B to the

Alpha
Architect ETF Trust Custody Agreement

 

Separate
Series of Alpha Architect ETF Trust

 

Name
of Series

 

Alpha
Architect U.S. Quantitative Value ETF

Alpha
Architect International Quantitative Value ETF

Alpha
Architect U.S. Quantitative Momentum ETF

Alpha
Architect International Quantitative Momentum ETF

Alpha
Architect Value Momentum Trend ETF

Freedom
100 Emerging Markets ETF

Gadsden
Dynamic Multi-Asset ETF

Merlyn.AI
Bull-Rider Bear-Fighter ETF

Merlyn.AI
Tactical Growth and Income ETF

Merlyn.AI
SectorSurfer Momentum ETF

Merlyn.AI
Best-of-Breed Core Momentum ETF

UPHOLDINGS
Compound Kings ETF

Freedom
Day Dividend ETF

Strategic
E-Commerce & Logistics Sector ETF

Strategic
Fintech & Digital Payments Sector ETF

Strategic
Hotel & Lodging Sector ETF

Strategic
Internet of Things Technology ETF

Strategic
Healthcare & Life Science Technology ETF

Strategic
Apartment & Residential Real Estate ETF

Strategic
Streaming & Gaming Technology ETF

Strategic
Technology & E-Commerce Real Estate ETF

Turner
Quant Advantage ETF

Sparkline
Intangible Value ETF

Viridi
ESG Crypto Mining ETF

 

 

 

 Exhibit
(h)(1)(i)

 

FOURTEENTH
AMENDMENT TO THE

ALPHA
ARCHITECT ETF TRUST

TRANSFER
AGENT SERVICING AGREEMENT

 

This
Fourteenth Amendment, efficient as of the final date on the signature block, to the Transfer Agent Servicing Agreement, dated as
of October 8, 2014, as amended (the “Agreement”), is entered into by and between Alpha Architect ETF Trust, a Delaware
statutory belief (the “Trust”) and U.S. Bancorp Fund Services, LLC, Wisconsin restricted legal responsibility firm (“USBFS”).

 

RECITALS

 

WHEREAS,
the events have entered into the Agreement;

 

WHEREAS,
the Trust wishes so as to add the Viridi ESG Crypto Mining ETF to its collection, and

 

WHEREAS,
Section 12 of the Agreement permits for its modification by a written instrument executed by each events.

 

NOW,
THEREFORE, the events comply with amend the Agreement as follows:

 

The
Amended Exhibit A is outdated and changed in its entirety with the Amended Exhibit A connected hereto.

 

IN
WITNESS WHEREOF, the events hereto have brought on this Amendment to be executed by a duly approved officer on a number of counterparts
as of the date and yr final written under.

 

ALPHA
ARCHITECT ETF TRUST
 

U.S.
BANCORP FUND SERVICES, LLC

         
By:                         By:                     
Name:     Name:  
Title:     Title:  
Date:     Date:  

 

 

Amended
Exhibit A to the

Alpha
Architect ETF Trust

Transfer
Agent Servicing Agreement

 

Separate
Series of Alpha Architect ETF Trust

 

Name
of Series

 

Alpha
Architect U.S. Quantitative Value ETF

Alpha
Architect International Quantitative Value ETF

Alpha
Architect U.S. Quantitative Momentum ETF

Alpha
Architect International Quantitative Momentum ETF

Alpha
Architect Value Momentum Trend ETF

Freedom
100 Emerging Markets ETF

Gadsden
Dynamic Multi-Asset ETF

Merlyn.AI
Bull-Rider Bear-Fighter ETF

Merlyn.AI
Tactical Growth and Income ETF

Merlyn.AI
SectorSurfer Momentum ETF

Merlyn.AI
Best-of-Breed Core Momentum ETF

UPHOLDINGS
Compound Kings ETF

Freedom
Day Dividend ETF

Strategic
E-Commerce & Logistics Sector ETF

Strategic
Fintech & Digital Payments Sector ETF

Strategic
Hotel & Lodging Sector ETF

Strategic
Internet of Things Technology ETF

Strategic
Healthcare & Life Science Technology ETF

Strategic
Apartment & Residential Real Estate ETF

Strategic
Streaming & Gaming Technology ETF

Strategic
Technology & E-Commerce Real Estate ETF

Turner
Quant Advantage ETF

Sparkline
Intangible Value ETF

Viridi
ESG Crypto Mining ETF

 

 

 

 Exhibit
(h)(2)(i)

 

FOURTEENTH
AMENDMENT TO THE

ALPHA
ARCHITECT ETF TRUST

FUND
ADMINISTRATION SERVICING AGREEMENT

 

This
Fourteenth Amendment, efficient as of the final date on the signature block, to the Fund Administration Servicing Agreement, dated
as of October 8, 2014, as amended (the “Agreement”), is entered into by and between Alpha Architect ETF Trust, a Delaware
statutory belief (the “Trust”) and U.S. Bancorp Fund Services, LLC, Wisconsin restricted legal responsibility firm (“USBFS”).

 

RECITALS

 

WHEREAS,
the events have entered into the Agreement;

 

WHEREAS,
the Trust wishes so as to add the Viridi ESG Crypto Mining ETF to its collection, and

 

WHEREAS,
each events need to replace the price schedule in Exhibit C of the Agreement, and

 

WHEREAS,
Section 11 of the Agreement permits for its modification by a written instrument executed by each events.

 

NOW,
THEREFORE, the events comply with amend the Agreement as follows:

 

1. The
Amended Exhibit A is outdated and changed in its entirety with Exhibit A connected
hereto.

 

IN
WITNESS WHEREOF, the events hereto have brought on this Amendment to be executed by a duly approved officer on a number of counterparts
as of the date and yr final written under.

 

ALPHA
ARCHITECT ETF TRUST
 

U.S.
BANCORP FUND SERVICES, LLC

         
By:                         By:                     
Name:     Name:  
Title:     Title:  
Date:     Date:  

 

 

Exhibit
A to the

Alpha
Architect ETF Trust

Fund
Administration Servicing Agreement

 

Separate
Series of Alpha Architect ETF Trust

 

Name
of Series

 

Alpha
Architect U.S. Quantitative Value ETF

Alpha
Architect International Quantitative Value ETF

Alpha
Architect U.S. Quantitative Momentum ETF

Alpha
Architect International Quantitative Momentum ETF

Alpha
Architect Value Momentum Trend ETF

Freedom
100 Emerging Markets ETF

Gadsden
Dynamic Multi-Asset ETF

Merlyn.AI
Bull-Rider Bear-Fighter ETF

Merlyn.AI
Tactical Growth and Income ETF

Merlyn.AI
SectorSurfer Momentum ETF

Merlyn.AI
Best-of-Breed Core Momentum ETF

UPHOLDINGS
Compound Kings ETF

Freedom
Day Dividend ETF

Strategic
E-Commerce & Logistics Sector ETF

Strategic
Fintech & Digital Payments Sector ETF

Strategic
Hotel & Lodging Sector ETF

Strategic
Internet of Things Technology ETF

Strategic
Healthcare & Life Science Technology ETF

Strategic
Apartment & Residential Real Estate ETF

Strategic
Streaming & Gaming Technology ETF

Strategic
Technology & E-Commerce Real Estate ETF

Turner
Quant Advantage ETF

Sparkline
Intangible Value ETF

Viridi
ESG Crypto Mining ETF

 

 

 

Exhibit
(h)(3)(i)
 

 

FOURTEENTH
AMENDMENT TO THE

ALPHA
ARCHITECT ETF TRUST

FUND
ACCOUNTING SERVICING AGREEMENT

 

This
Fourteenth Amendment, efficient as of the final date on the signature block, to the Fund Accounting Servicing Agreement, dated as of October
8, 2014, as amended (the “Agreement”), is entered into by and between Alpha Architect ETF Trust, a Delaware statutory belief
(the “Trust”) and U.S. Bancorp Fund Services, LLC, Wisconsin restricted legal responsibility firm (“USBFS”).

 

RECITALS

 

WHEREAS,
the events have entered into the Agreement;

 

WHEREAS,
the Trust wishes so as to add the Viridi ESG Crypto Mining ETF to its collection, and

 

WHEREAS,
Section 15 of the Agreement permits for its modification by a written instrument executed by each events.

 

NOW,
THEREFORE, the events comply with amend the Agreement as follows:

 

The
Amended Exhibit A is outdated and changed in its entirety with the Amended Exhibit A connected hereto.

 

IN
WITNESS WHEREOF, the events hereto have brought on this Amendment to be executed by a duly approved officer on a number of counterparts
as of the date and yr final written under.

 

ALPHA ARCHITECT ETF TRUST   U.S. BANCORP FUND SERVICES, LLC
     
By:     By:  
Name:     Name:  
Title:              Title:          
Date:     Date:  

 

 

 

Amended
Exhibit A to the

Alpha
Architect ETF Trust

Fund
Accounting Servicing Agreement

 

Separate
Series of Alpha Architect ETF Trust

 

Name
of Series

 

Alpha
Architect U.S. Quantitative Value ETF

Alpha
Architect International Quantitative Value ETF

Alpha
Architect U.S. Quantitative Momentum ETF

Alpha
Architect International Quantitative Momentum ETF

Alpha
Architect Value Momentum Trend ETF

Freedom
100 Emerging Markets ETF

Gadsden
Dynamic Multi-Asset ETF

Merlyn.AI
Bull-Rider Bear-Fighter ETF

Merlyn.AI
Tactical Growth and Income ETF

Merlyn.AI
SectorSurfer Momentum ETF

Merlyn.AI
Best-of-Breed Core Momentum ETF

UPHOLDINGS
Compound Kings ETF

Freedom
Day Dividend ETF

Strategic
E-Commerce & Logistics Sector ETF

Strategic
Fintech & Digital Payments Sector ETF

Strategic
Hotel & Lodging Sector ETF

Strategic
Internet of Things Technology ETF

Strategic
Healthcare & Life Science Technology ETF

Strategic
Apartment & Residential Real Estate ETF

Strategic
Streaming & Gaming Technology ETF

Strategic
Technology & E-Commerce Real Estate ETF

Turner
Quant Advantage ETF

Sparkline
Intangible Value ETF

Viridi
ESG Crypto Mining ETF

 

 

 

 

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