Securities Act Registration No. 333-204808
Investment Company Act Registration No. 811-23066
Washington, D. C. 20549
Approximate date of proposed public offering: As soon as
practicable after the effective date of the Registration Statement.
() This post-effective amendment designates
a new effective date for a previously filed post-effective amendment.
This Prospectus provides important information
about the Fund that you should know before investing. Please read it carefully and keep it for future reference.
These securities have not been approved or disapproved
by the Securities and Exchange Commission nor has the Securities and Exchange Commission passed upon the accuracy or adequacy of
this Prospectus. Any representation to the contrary is a criminal offense.
Beginning on January 1, 2021, as permitted by
regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s annual and semi-annual shareholder
reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will
be made available on the Fund’s website www.inspireinvesting.com, and you will be notified by mail each time a report is
posted and provided with a website link to access the report.
If you have already elected to receive
shareholder reports electronically, you will not be affected by this change and you need not take any action. If you own these
shares through a financial intermediary, you may contact to request your shareholder reports electronically.
The Example assumes that you invest $10,000
in the Fund for the time periods indicated and then sell all of your shares at the end of those periods. The Example also assumes
that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual
costs may be higher or lower, based upon these assumptions your costs would be:
Additionally, the Fund seeks to invest in the
securities of the most inspiring, biblically aligned companies in the world by using the Inspire Impact Score® methodology
to identify companies operating as businesses of blessing with above average environmental, social and governance (ESG) ratings
than their industry peer groups, and avoiding investments in companies involved in immoral activities like abortion, pornography
and human trafficking.
The methodology removes from the investment
universe the securities of any company that has any degree of participation in the following activities or products that do not
align with biblical values:
The methodology then assigns a positive score
based on the company’s track record of acting in alignment with biblical values across the following environmental, social
and governance (ESG) categories:
The Adviser relies exclusively on software that
analyzes publicly available data relating to the primary business activities, products and services, philanthropy, legal activities,
policies and practices when assigning Inspire Impact Scores® to a company.
The following describes the risks the Fund bears
with respect to its investments. As with any fund, there is no guarantee that the Fund will achieve its goal.
Shares are listed for trading on the Exchange
and trade at market prices rather than NAV. Shares may trade at a price that is greater than, at, or less than NAV.
STATEMENT OF ADDITIONAL INFORMATION
[ ], 2020
Listed and traded on:
the NYSE Arca
This Statement of Additional Information ("SAI")
is not a prospectus and should be read in conjunction with the Prospectus of the Inspire Tactical Large Cap ESG ETF (the "Fund")
dated [ ], 2020. The Fund’s Prospectus is hereby incorporated by reference, which means it is legally part of this document.
You can obtain copies of the Fund’s Prospectus, annual or semiannual reports without charge by contacting the Fund’s
Distributor, Foreside Financial Service, LLC or by calling 877.658.9473. You may also obtain a Prospectus by visiting the website
at Inspireinvesting.com.
TABLE OF CONTENTS
THE FUND
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1
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TYPES OF INVESTMENTS
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INVESTMENT RESTRICTIONS
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POLICIES AND PROCEDURES FOR DISCLOSURE OF PORTFOLIO HOLDINGS
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MANAGEMENT
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CONTROL PERSONS AND PRINCIPAL HOLDERS
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INVESTMENT ADVISER
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THE DISTRIBUTOR
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PORTFOLIO MANAGERS
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ALLOCATION OF PORTFOLIO BROKERAGE
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PORTFOLIO TURNOVER
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OTHER SERVICE PROVIDERS
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DESCRIPTION OF SHARES
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ANTI-MONEY LAUNDERING PROGRAM
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PURCHASE, REDEMPTION AND PRICING OF SHARES
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TAX STATUS
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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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LEGAL COUNSEL
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FINANCIAL STATEMENTS
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APPENDIX A – PROXY VOTING POLICIES AND PROCEDURES
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A-1
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THE FUND
The Fund is a diversified
series of Northern Lights Fund Trust IV, a Delaware statutory trust organized on June 2, 2015 (the “Trust”). The Trust
is registered as an open-end management investment company. The Trust is governed by its Board of Trustees (the “Board”
or “Trustees”).
The Fund may issue an unlimited
number of shares of beneficial interest (“Shares”). All Shares have equal rights and privileges. Each Share is entitled
to one vote on all matters as to which Shares are entitled to vote. In addition, each Share is entitled to participate equally
with other Shares (i) in dividends and distributions declared by the Fund and (ii) on liquidation to its proportionate share of
the assets remaining after satisfaction of outstanding liabilities. Shares are fully paid, non-assessable and fully transferable
when issued and have no pre-emptive, conversion or exchange rights. Fractional Shares have proportionately the same rights, including
voting rights, as are provided for a full Share.
The Fund’s investment
objective is to seek investment results that generally correspond to the performance of an applicable underlying index (the “Underlying
Index”). The Fund is managed by Inspire (CWM Advisors, LLC) (the “Adviser”). The Board may start other series
and offer shares of a new fund under the Trust at any time.
The Fund will issue and
redeem Shares at net asset value (“NAV”) only in aggregations of 50,000 Shares (each a “Creation Unit”).
The Fund issues and redeems Creation Units principally in exchange for a basket of securities included in the Underlying Index
(the “Deposit Securities”), together with the deposit of a specified cash payment (the “Cash Component”),
plus a transaction fee. The Fund is expected to be approved for listing, subject to notice of issuance, on the NYSE Arca
(“NYSE Arca” or the “Exchange”). Shares will trade on the Exchange at market prices that may be below,
at, or above NAV. In the event of the liquidation of the Fund, a share split, reverse split or the like, the Trust may revise the
number of Shares in a Creation Unit.
The Fund reserves the right
to offer creations and redemptions of Shares for cash. In addition, Shares may be issued in advance of receipt of Deposit Securities
subject to various conditions, including a requirement to maintain on deposit with the Trust cash equal to up to 115% of the market
value of the missing Deposit Securities. In each instance of such cash creations or redemptions, transaction fees, may be imposed
and may be higher than the transaction fees associated with in-kind creations or redemptions. See PURCHASE, REDEMPTION AND PRICING
OF SHARES below.
Exchange Listing and
Trading
In order to provide additional
information regarding the indicative value of Shares, the Exchange or a market data vendor will disseminate every 15 seconds through
the facilities of the Consolidated Tape Association or other widely disseminated means an updated “indicative optimized
portfolio value” (“IOPV”) for the Fund as calculated by an information provider or market data vendor. The Trust
is not involved in or responsible for any aspect of the calculation or dissemination of the IOPV and makes no representation or
warranty as to the accuracy of the IIV.
TYPES OF INVESTMENTS
The Fund seeks to achieve
its investment objective by investing primarily in securities that comprise the Underlying Index. The Fund operates as an index
fund and will not be actively managed. The Fund may use a “sampling” methodology – in seeking to achieve its
investment objective including when securities in the Underlying Index are unavailable or trading in round lots that are too large
to include in the Deposit Securities or until the Fund achieves scale. Sampling involves using a quantitative analysis to select
securities that, in the aggregate, have investment characteristics resembling the Underlying Index in terms of key risk factors,
performance attributes and other characteristics.
A discussion of the Fund’s
investment policies and the risks associated with an investment in the Fund is contained in the Prospectus. The discussion below
supplements, and should be read in conjunction with, the Prospectus.
An investment in the Fund
should be made with an understanding that the value of the Fund’s portfolio securities may fluctuate in accordance with changes
in the financial condition of the issuers of the portfolio securities, the value of securities in general and other factors that
affect the market.
An investment in the Fund
should also be made with an understanding of the risks inherent in an investment in securities, including the risk that the financial
condition of issuers may become impaired or that the general condition of the securities market may deteriorate (either of which
may cause a decrease in the value of the portfolio securities and
thus
in the value of Shares). Securities are susceptible to general securities market fluctuations and to volatile increases and decreases
in value as market confidence and perceptions of their issuers’ change. These investor perceptions are based on various
and unpredictable factors, including expectations regarding government, economic, monetary and fiscal policies, inflation and
interest rates, economic expansion or contraction, and global or regional political, economic or banking crises.
The existence of a liquid
trading market for certain securities may depend on whether dealers will make a market in such securities. There can be no assurance
that a market will be made or maintained or that any such market will be or remain liquid. The price at which securities may be
sold and the value of the Shares will be adversely affected if trading markets for the Fund’s portfolio securities are limited
or absent, or if bid/ask spreads are wide. The performance of the Fund and the Underlying Index may vary due to asset valuation
differences: the Fund may fair value certain of the securities it holds and to the extent it calculates its NAV based on fair value
prices, the Fund’s ability to track the Underlying Index may be adversely affected. There may also be differences between
the Fund’s portfolio and the Underlying Index as a result of legal restrictions, cost or liquidity constraints. Similarly,
liquidity constraints also may delay the Fund’s purchase or sale of securities included in the Underlying Index. Further,
the investment activities of one or more of the Adviser’s affiliates for their proprietary accounts and for client accounts
may also adversely impact the Fund’s ability to track the Underlying Index. For example, in regulated industries, and in
corporate and regulatory ownership definitions, there may be limits on the aggregate amount of investment by affiliated investors
that may not be exceeded, or that may not be exceeded without the grant of a license or other regulatory or corporate consent or,
if exceeded, may cause the Adviser, the Fund or other client accounts to suffer disadvantages or business restrictions. As a result,
the Fund may be restricted in its ability to acquire particular securities due to positions held by the Adviser’s affiliates.
In addition, the use of
a representative sampling approach by the Fund may cause the Fund to not be as well correlated with the return of the Underlying
Index as would be the case if the Fund purchased all of the securities in the Underlying Index in the proportions represented in
the Underlying Index. It is also possible that the Fund may not replicate the performance of the Underlying Index due to the temporary
unavailability of certain Underlying Index securities in the secondary market or due to other extraordinary circumstances. The
Fund may also have to vary its portfolio holdings from the composition of the Underlying Index in order to qualify, and continue
to qualify, as a “regulated investment company” under the Internal Revenue Code of 1986, as amended (the “Internal
Revenue Code”). See “Tax Status” below for additional information on the Fund’s tax treatment.
The Fund is not actively
managed, and therefore would not necessarily sell a security, even if the security’s issuer is in financial trouble, unless
the security is removed from the Underlying Index.
Securities of Other Investment Companies
Investments in exchange
traded funds (“ETFs”) and mutual funds involve certain additional expenses and certain tax results, which would not
be present in a direct investment in such funds. Due to legal limitations, the Fund will be prevented from: 1) purchasing more
than 3% of an investment company’s (including ETFs) outstanding shares; 2) investing more than 5% of the Fund’s assets
in any single such investment company, and 3) investing more than 10% of a Fund’s assets in investment companies overall;
unless: (i) the underlying investment company and/or the Fund has received an order for exemptive relief from such limitations
from the Securities and Exchange Commission (“SEC”); and (ii) the underlying investment company and the Fund take appropriate
steps to comply with any conditions in such order. In the alternative, the Fund may rely on Rule 12d1-3, which allows unaffiliated
mutual funds to exceed the 5% limitation and the 10% limitation, provided the aggregate sales loads any investor pays (i.e., the
combined distribution expenses of both the acquiring fund and the acquired fund) does not exceed the limits on sales loads established
by Financial Industry Regulatory Authority (“FINRA”) for funds of funds. In addition to ETFs, the Fund may invest in
other investment companies such as open-end mutual funds or exchange-traded funds, within the limitations described above. Each
investment company is subject to specific risks, depending on the nature of the Fund. ETFs and mutual funds may employ leverage,
which magnifies the changes in the underlying stock or other index upon which they are based.
Open-End Investment Companies
The Fund and any “affiliated
persons,” as defined by the Investment Company Act of 1940, as amended (the “1940 Act”) may purchase in the aggregate
only up to 3% of the total outstanding securities of any underlying fund. Accordingly, when affiliated persons hold shares of any
of the underlying fund, the Fund’s ability to invest fully in shares of those funds is restricted, and the Adviser must then,
in some instances, select alternative investments that would not have been its first preference. The 1940 Act also provides that
an underlying fund whose shares are purchased by the Fund will be obligated to redeem shares held by the Fund only in an amount
up to 1% of the underlying fund’s outstanding securities during any period of less than 30 days. Shares in excess of 1% of
an underlying fund’s outstanding securities
therefore,
will be considered not readily marketable securities, which, together with other such securities, may not exceed 15% of the Fund’s
total assets.
Under certain circumstances
an underlying fund may determine to make payment of a redemption by the Fund wholly or partly by a distribution in kind of securities
from its portfolio, in lieu of cash, in conformity with the rules of the SEC. In such cases, the Fund may hold securities distributed
by an underlying fund until the Adviser determines that it is appropriate to dispose of such securities.
Investment decisions by
the investment advisers of the underlying fund(s) are made independently of the Fund and the Adviser. Therefore, the investment
adviser of one underlying fund may be purchasing shares of the same issuer whose shares are being sold by the investment adviser
of another such fund. The result would be an indirect expense to the Fund without accomplishing any investment purpose.
Exchange Traded Funds
ETFs are generally passive
funds that track their related index and have the flexibility of trading like a security. They are managed by professionals and
typically provide the investor with diversification, cost and tax efficiency, liquidity, marginability, are useful for hedging,
have the ability to go long and short, and some provide quarterly dividends. Additionally, some ETFs are unit investment trusts.
Under certain circumstances, the adviser may invest in ETFs, known as “inverse funds,” which are designed to produce
results opposite to market trends. Inverse ETFs are funds designed to rise in price when stock prices are falling.
ETFs have two markets. The
primary market is where institutions swap “creation units” in block-multiples of, for example, 50,000 shares for in-kind
securities and cash in the form of dividends. The secondary market is where individual investors can trade as little as a single
share during trading hours on the exchange. This is different from open-ended mutual funds that are traded after hours once the
NAV is calculated. ETFs share many similar risks with open-end and closed-end funds.
Foreign Securities
Investing in securities
of foreign companies and countries involves certain considerations and risks that are not typically associated with investing in
U.S. government securities and securities of domestic companies. There may be less publicly available information about a foreign
issuer than a domestic one, and foreign companies are not generally subject to uniform accounting, auditing and financial standards
and requirements comparable to those applicable to U.S. companies. There may also be less government supervision and regulation
of foreign securities exchanges, brokers and listed companies than exists in the United States. Interest and dividends paid by
foreign issuers may be subject to withholding and other foreign taxes, which may decrease the net return on such investments as
compared to dividends and interest paid to the Fund by domestic companies or the U.S. government. There may be the possibility
of expropriations, seizure or nationalization of foreign deposits, confiscatory taxation, political, economic or social instability
or diplomatic developments that could affect assets of a Fund held in foreign countries. Finally, the establishment of exchange
controls or other foreign governmental laws or restrictions could adversely affect the payment of obligations.
To the extent currency exchange
transactions do not fully protect the Fund against adverse changes in currency exchange rates, decreases in the value of currencies
of the foreign countries in which the Fund invests relative to the U.S. dollar will result in a corresponding decrease in the U.S.
dollar value of the Fund’s assets denominated in those currencies (and possibly a corresponding increase in the amount of
securities required to be liquidated to meet distribution requirements). Conversely, increases in the value of currencies of the
foreign countries in which the Fund invests relative to the U.S. dollar will result in a corresponding increase in the U.S. dollar
value of the Fund’s assets (and possibly a corresponding decrease in the amount of securities to be liquidated).
Short Sales
The Fund may sell securities
short as an outright investment strategy and to offset potential declines in long positions in similar securities. A short sale
is a transaction in which the Fund sells a security it does not own or have the right to acquire (or that it owns but does not
wish to deliver) in anticipation that the market price of that security will decline.
When the Fund makes a short
sale, the broker-dealer through which the short sale is made must borrow the security sold short and deliver it to the party purchasing
the security. The Fund is required to make a margin deposit in connection with such short sales; the Fund may have to pay a fee
to borrow particular securities and will often be obligated to pay over any dividends and accrued interest on borrowed securities.
If the price of the security
sold short increases between the time of the short sale and the time the Fund covers its short position, the Fund incurs a loss;
conversely, if the price declines, the Fund realizes a capital gain. Any gain will be decreased, and any loss increased, by the
transaction costs described above. The successful use of short selling may be adversely affected by imperfect correlation between
movements in the price of the security sold short and the securities being hedged.
To the extent the Fund sells
securities short, it will provide collateral to the broker-dealer and (except in the case of short sales “against the box”)
will maintain additional asset coverage in the form of cash, U.S. government securities or other liquid securities with its custodian
in a segregated account in an amount at least equal to the difference between the current market value of the securities sold short
and any amounts required to be deposited as collateral with the selling broker. A short sale is “against the box” to
the extent a Fund contemporaneously owns, or has the right to obtain at no added cost, securities identical to those sold short.
Equity Securities
Equity securities include
common stocks, preferred stocks and securities convertible into common stocks, such as convertible esg, warrants, rights and options.
The value of equity securities varies in response to many factors, including the activities and financial condition of individual
companies, the business market in which individual companies compete and general market and economic conditions. Equity securities
fluctuate in value, often based on factors unrelated to the value of the issuer of the securities, and such fluctuations can be
significant.
ESG
An environmental, social
and governance (“ESG”) investment strategy limits the types and number of investment opportunities available and, as
a result, the strategy may underperform other strategies that do not have an ESG focus. An ESG investment strategy may result in
the Fund investing in securities or industry sectors that underperform the market as a whole or underperform other funds screened
for ESG standards.
Common Stock
Common stock represents
an equity (ownership) interest in a company, and usually possesses voting rights and earns dividends. Dividends on common stock
are not fixed but are declared at the discretion of the issuer. Common stock generally represents the riskiest investment in a
company. In addition, common stock generally has the greatest appreciation and depreciation potential because increases and decreases
in earnings are usually reflected in a company’s stock price.
Preferred Stock
Preferred stock is a class
of stock having a preference over common stock as to the payment of dividends and the recovery of investment should a company be
liquidated, although preferred stock is usually junior to the debt securities of the issuer. Preferred stock typically does not
possess voting rights and its market value may change based on changes in interest rates.
A fundamental risk of investing
in common and preferred stock is the risk that the value of the stock might decrease. Stock values fluctuate in response to the
activities of an individual company or in response to general market and/or economic conditions. Historically, common stocks have
provided greater long-term returns and have entailed greater short-term risks than preferred stocks, fixed-income securities and
money market investments. The market value of all securities, including common and preferred stocks, is based upon the market’s
perception of value and not necessarily the book value of an issuer or other objective measures of a company’s worth.
Convertible Securities
Convertible securities include
fixed income securities that may be exchanged or converted into a predetermined number of shares of the issuer’s underlying
common stock at the option of the holder during a specified period. Convertible securities may take the form of convertible preferred
stock, convertible bonds or debentures, units consisting of “usable” bonds and warrants or a combination of the features
of several of these securities. Convertible securities are senior to common stocks in an issuer’s capital structure, but
are usually subordinated to similar non-convertible securities. While providing a fixed-income stream (generally higher in yield
than the income derivable from common stock but lower than that afforded by a similar nonconvertible security), a convertible security
also gives an investor the opportunity, through its conversion feature, to participate in the capital appreciation of the issuing
company depending upon a market price advance in the convertible security’s underlying common stock.
Bonds
A bond is an interest-bearing
security issued by a U.S. or non-U.S. company, or U.S. or non-U.S. governmental unit. The issuer of a bond has a contractual obligation
to pay interest at a stated rate on specific dates and to repay principal (the bond’s face value) periodically or on a specified
maturity date. Bonds generally are used by corporations and governments to borrow money from investors.
An issuer may have the right
to redeem or “call” a bond before maturity, in which case a fund may have to reinvest the proceeds at lower market
rates. Similarly, a fund may have to reinvest interest income or payments received when bonds mature, sometimes at lower market
rates. Most bonds bear interest income at a “coupon” rate that is fixed for the life of the bond. The value of a fixed-rate
bond usually rises when market interest rates fall, and falls when market interest rates rise. Accordingly, a fixed-rate bond’s
yield (income as a percent of the bond’s current value) may differ from its coupon rate as its value rises or falls. When
an investor purchases a fixed-rate bond at a price that is greater than its face value, the investor is purchasing the bond at
a premium. Conversely, when an investor purchases a fixed-rate bond at a price that is less than its face value, the investor is
purchasing the bond at a discount. Fixed-rate bonds that are purchased at a discount pay less current income than securities with
comparable yields that are purchased at face value, with the result that prices for such fixed-rate securities can be more volatile
than prices for such securities that are purchased at face value. Other types of bonds bear interest at an interest rate that is
adjusted periodically. Interest rates on “floating rate” or “variable rate” bonds may be higher or lower
than current market rates for fixed-rate bonds of comparable quality with similar final maturities.
Because of their adjustable
interest rates, the value of “floating rate” or “variable rate” bonds fluctuates much less in response
to market interest rate movements than the value of fixed-rate bonds, but their value may decline if their interest rates do not
rise as much, or as quickly, as interest rates in general. The Fund may treat some of these bonds as having a shorter maturity
for purposes of calculating the weighted average maturity of its investment portfolio. Generally, prices of higher quality issues
tend to fluctuate less with changes in market interest rates than prices of lower quality issues and prices of longer maturity
issues tend to fluctuate more than prices of shorter maturity issues. Bonds may be senior or subordinated obligations. Senior obligations
generally have the first claim on a corporation’s earnings and assets and, in the event of liquidation, are paid before subordinated
obligations. Bonds may be unsecured (backed only by the issuer’s general creditworthiness) or secured (backed by specified
collateral).
Corporate Bonds
The investment return of
corporate bonds reflects interest earned on the security and changes in the market value of the security. The market value of a
corporate bond may be affected by changes in the market rate of interest, the credit rating of the corporation, the corporation’s
performance and perceptions of the corporation in the marketplace. There is a risk that the issuers of the securities may not be
able to meet their obligations on interest or principal payments at the time called for by an instrument.
Real Estate Investment Trusts
The Fund may invest in securities
of real estate investment trusts (“REITs”). REITs are publicly traded corporations or trusts that specialize in acquiring,
holding and managing residential, commercial or industrial real estate. A REIT is not taxed at the entity level on income distributed
to its shareholders or unitholders if it distributes to shareholders or unitholders at least 95% of its taxable income for each
taxable year and complies with regulatory requirements relating to its organization, ownership, assets and income.
REITs generally can be classified
as “Equity REITs”, “Mortgage REITs” and “Hybrid REITs.” An Equity REIT invests the majority
of its assets directly in real property and derives its income primarily from rents and from capital gains on real estate appreciation,
which are realized through property sales. A Mortgage REIT invests the majority of its assets in real estate mortgage loans and
services its income primarily from interest payments. A Hybrid REIT combines the characteristics of an Equity REIT and a Mortgage
REIT. Although the Fund can invest in all three kinds of REITs, its emphasis is expected to be on investments in Equity REITs.
Investments in the real
estate industry involve particular risks. The real estate industry has been subject to substantial fluctuations and declines on
a local, regional and national basis in the past and may continue to be in the future. Real property values and income from real
property continue to be in the future. Real property values and income from real property may decline due to general and local
economic conditions, overbuilding and increased competition, increases in property taxes and operating expenses, changes in zoning
laws, casualty or condemnation losses, regulatory limitations on rents, changes in neighborhoods and in demographics, increases
in market interest rates, or other factors.
Factors
such as these may adversely affect companies that own and operate real estate directly, companies that lend to such companies,
and companies that service the real estate industry.
Investments in REITs also
involve risks. Equity REITs will be affected by changes in the values of and income from the properties they own, while Mortgage
REITs may be affected by the credit quality of the mortgage loans they hold. In addition, REITs are dependent on specialized management
skills and on their ability to generate cash flow for operating purposes and to make distributions to shareholders or unitholders
REITs may have limited diversification and are subject to risks associated with obtaining financing for real property, as well
as to the risk of self-liquidation. REITs also can be adversely affected by their failure to qualify for tax-free pass-through
treatment of their income under the Internal Revenue Code of 1986, as amended, or their failure to maintain an exemption from registration
under the 1940 Act. By investing in REITs indirectly through the Fund, a shareholder bears not only a proportionate share of the
expenses of a Fund, but also may indirectly bear similar expenses of some of the REITs in which it invests.
Warrants are options to
purchase common stock at a specific price (usually at a premium above the market value of the optioned common stock at issuance)
valid for a specific period of time. Warrants may have a life ranging from less than one year to twenty years, or they may be perpetual.
However, most warrants have expiration dates after which they are worthless. In addition, a warrant is worthless if the market
price of the common stock does not exceed the warrant’s exercise price during the life of the warrant. Warrants have no voting
rights, pay no dividends, and have no rights with respect to the assets of the corporation issuing them. The percentage increase
or decrease in the market price of the warrant may tend to be greater than the percentage increase or decrease in the market price
of the optioned common stock.
Depositary Receipts
Sponsored and unsponsored
American Depositary Receipts (“ADRs”), are receipts issued by an American bank or trust company evidencing ownership
of underlying securities issued by a foreign issuer. ADRs, in registered form, are designed for use in U.S. securities markets.
Unsponsored ADRs may be created without the participation of the foreign issuer. Holders of these ADRs generally bear all the costs
of the ADR facility, whereas foreign issuers typically bear certain costs in a sponsored ADR. The bank or trust company depositary
of an unsponsored ADR may be under no obligation to distribute shareholder communications received from the foreign issuer or to
pass through voting rights. Many of the risks described below regarding foreign securities apply to investments in ADRs.
Emerging Markets Securities
Investing in emerging market
securities imposes risks different from, or greater than, risks of investing in foreign developed countries. These risks include:
smaller market capitalization of securities markets, which may suffer periods of relative illiquidity; significant price volatility;
restrictions on foreign investment; possible repatriation of investment income and capital. In addition, foreign investors may
be required to register the proceeds of sales; future economic or political crises could lead to price controls, forced mergers,
expropriation or confiscatory taxation, seizure, nationalization, or creation of government monopolies. The currencies of emerging
market countries may experience significant declines against the U.S. dollar, and devaluation may occur subsequent to investments
in these currencies by the Fund. Inflation and rapid fluctuations in inflation rates have had, and may continue to have, negative
effects on the economies and securities markets of certain emerging market countries.
Additional risks of emerging markets securities
may include: greater social, economic and political uncertainty and instability; more substantial governmental involvement in the
economy; less governmental supervision and regulation; unavailability of currency hedging techniques; companies that are newly
organized and small; differences in auditing and financial reporting standards, which may result in unavailability of material
information about issuers; and less developed legal systems. In addition, emerging securities markets may have different clearance
and settlement procedures, which may be unable to keep pace with the volume of securities transactions or otherwise make it difficult
to engage in such transactions. Settlement problems may cause the Fund to miss attractive investment opportunities, hold a portion
of its assets in cash pending investment, or be delayed in disposing of a portfolio security. Such a delay could result in possible
liability to a purchaser of the security.
Certificates of Deposit and Bankers' Acceptances
Certificates of deposit
are receipts issued by a depository institution in exchange for the deposit of funds. The issuer agrees to pay the amount deposited
plus interest to the bearer of the receipt on the date specified on the certificate. The certificate usually can be traded in the
secondary market prior to maturity. Bankers’ acceptances typically arise from short-term credit arrangements designed to
enable businesses to obtain funds to finance commercial transactions. Generally, an acceptance is a time draft drawn on a bank
by an exporter or an importer to obtain a stated amount of funds
to
pay for specific merchandise. The draft is then “accepted” by a bank that, in effect, unconditionally guarantees to
pay the face value of the instrument on its maturity date. The acceptance may then be held by the accepting bank as an earning
asset or it may be sold in the secondary market at the going rate of discount for a specific maturity. Although maturities for
acceptances can be as long as 270 days, most acceptances have maturities of six months or less.
Commercial Paper
Commercial paper consists
of short-term (usually from 1 to 270 days) unsecured promissory notes issued by corporations in order to finance their current
operations. It may be secured by letters of credit, a surety bond or other forms of collateral. Commercial paper is usually repaid
at maturity by the issuer from the proceeds of the issuance of new commercial paper. As a result, investment in commercial paper
is subject to the risk the issuer cannot issue enough new commercial paper to satisfy its outstanding commercial paper, also known
as rollover risk. Commercial paper may become illiquid or may suffer from reduced liquidity in certain circumstances. Like all
fixed income securities, commercial paper prices are susceptible to fluctuations in interest rates. If interest rates rise, commercial
paper prices will decline. The short-term nature of a commercial paper investment makes it less susceptible to interest rate risk
than many other fixed income securities because interest rate risk typically increases as maturity lengths increase. Commercial
paper tends to yield smaller returns than longer-term corporate debt because securities with shorter maturities typically have
lower effective yields than those with longer maturities. As with all fixed income securities, there is a chance that the issuer
will default on its commercial paper obligation.
Information on Time Deposits and Variable
Rate Notes
Time deposits are issued
by a depository institution in exchange for the deposit of funds. The issuer agrees to pay the amount deposited plus interest to
the depositor on the date specified with respect to the deposit. Time deposits do not trade in the secondary market prior to maturity.
However, some time deposits may be redeemable prior to maturity and may be subject to withdrawal penalties.
The commercial paper obligations
are typically unsecured and may include variable rate notes. The nature and terms of a variable rate note (i.e., a “Master
Note”) permit a Fund to invest fluctuating amounts at varying rates of interest pursuant to a direct arrangement between
the Fund and the issuer. It permits daily changes in the amounts invested. The Fund, typically, has the right at any time to increase,
up to the full amount stated in the note agreement, or to decrease the amount outstanding under the note. The issuer may prepay
at any time and without penalty any part of or the full amount of the note. The note may or may not be backed by one or more bank
letters of credit. Because these notes are direct investment arrangements between the Fund and the issuer, it is not generally
contemplated that they will be traded; moreover, there is currently no secondary market for them. Except as specifically provided
in the Prospectus, there is no limitation on the type of issuer from whom these notes may be purchased; however, in connection
with such purchase and on an ongoing basis, the Adviser will consider the earning power, cash flow and other liquidity ratios of
the issuer, and its ability to pay principal and interest on demand, including a situation in which all holders of such notes made
demand simultaneously. Variable rate notes are subject to the Fund’s investment restriction on illiquid securities unless
such notes can be put back to the issuer (redeemed) on demand within seven days.
Insured Bank Obligations
The Federal Deposit Insurance
Corporation (“FDIC”) insures the deposits of federally insured banks and savings and loan associations (collectively
referred to as “banks”) up to $250,000. The Fund may elect to purchase bank obligations in small amounts so as to be
fully insured as to principal by the FDIC. Currently, to remain fully insured as to principal, these investments must be limited
to $250,000 per bank; if the principal amount and accrued interest together exceed $250,000, the excess principal and accrued interest
will not be insured. Insured bank obligations may have limited marketability.
Closed-End Investment Companies
The Fund may invest its
assets in “closed-end” investment companies (or “closed-end funds”), subject to the investment restrictions
set forth above. Shares of closed-end funds are typically offered to the public in a one-time initial public offering by a group
of underwriters who retain a spread or underwriting commission of between 4% or 6% of the initial public offering price. Such securities
are then listed for trading on the NYSE Arca, the National Association of Securities Dealers Automated Quotation System
(commonly known as “NASDAQ”) or, in some cases, may be traded in other over-the-counter markets. Because the shares
of closed-end funds cannot be redeemed upon demand to the issuer like the shares of an open-end investment company (such as the
Fund), investors seek to buy and sell shares of closed-end funds in the secondary market.
The Fund generally will
purchase shares of closed-end funds only in the secondary market. The Fund will incur normal brokerage costs on such purchases
similar to the expenses the Fund would incur for the purchase of securities of any other type of issuer in the secondary market.
The Fund may, however, also purchase securities of a closed-end fund in an initial public offering when, in the opinion of the
Adviser, based on a consideration of the nature of the closed-end fund’s proposed investments, the prevailing market conditions
and the level of demand for such securities, they represent an attractive opportunity for growth of capital. The initial offering
price typically will include a dealer spread, which may be higher than the applicable brokerage cost if the Fund purchased such
securities in the secondary market.
The shares of many closed-end
funds, after their initial public offering, frequently trade at a price per share, which is less than the net asset value per share,
the difference representing the “market discount” of such shares. This market discount may be due in part to the investment
objective of long-term appreciation, which is sought by many closed-end funds, as well as to the fact that the shares of closed-end
funds are not redeemable by the holder upon demand to the issuer at the next determined net asset value but rather are subject
to the principles of supply and demand in the secondary market. A relative lack of secondary market purchasers of closed-end fund
shares also may contribute to such shares trading at a discount to their net asset value.
The Fund may invest in shares
of closed-end funds that are trading at a discount to net asset value or at a premium to NAV. There can be no assurance that the
market discount on shares of any closed-end fund purchased by the Fund will ever decrease. In fact, it is possible that this market
discount may increase and the Fund may suffer realized or unrealized capital losses due to further decline in the market price
of the securities of such closed-end funds, thereby adversely affecting the net asset value of the Fund’s shares. Similarly,
there can be no assurance that any shares of a closed-end fund purchased by the Fund at a premium will continue to trade at a premium
or that the premium will not decrease subsequent to a purchase of such shares by the Fund.
Closed-end funds may issue
senior securities (including preferred stock and debt obligations) for the purpose of leveraging the closed-end fund’s common
shares in an attempt to enhance the current return to such closed-end fund’s common shareholders. The Fund’s investment
in the common shares of closed-end funds that are financially leveraged may create an opportunity for greater total return on its
investment, but at the same time may be expected to exhibit more volatility in market price and net asset value than an investment
in shares of investment companies without a leveraged capital structure.
United States Government Obligations
These consist of various
types of marketable securities issued by the United States Treasury, i.e., bills, notes and bonds. Such securities are direct obligations
of the United States government and differ mainly in the length of their maturity. Treasury bills, the most frequently issued marketable
government security, have a maturity of up to one year and are issued on a discount basis.
Debt
Issued by United States Government Agencies
These consist of debt securities
issued by agencies and instrumentalities of the United States government, including the various types of instruments currently
outstanding or which may be offered in the future. Agencies include, among others, the Federal Housing Administration, Government
National Mortgage Association (“Ginnie Mae”), Farmer’s Home Administration, Export-Import Bank of the United
States, Maritime Administration, and General Services Administration. Instrumentalities include, for example, each of the Federal
Home Loan Banks, the National Bank for Cooperatives, the Federal Home Loan Mortgage Corporation (“Freddie Mac”), the
Farm Credit Banks, the Federal National Mortgage Association (“Fannie Mae”), and the United States Postal Service.
These securities are either: (i) backed by the full faith and credit of the United States government (e.g., United States Treasury
Bills); (ii) guaranteed by the United States Treasury (e.g., Ginnie Mae mortgage-backed securities); (iii) supported by the issuing
agency’s or instrumentality’s right to borrow from the United States Treasury (e.g., Fannie Mae Discount Notes); or
(iv) supported only by the issuing agency’s or instrumentality’s own credit (e.g., Tennessee Valley Association).
Government-related guarantors
(i.e. not backed by the full faith and credit of the United States Government) include Fannie Mae and Freddie Mac. Fannie Mae is
a government-sponsored corporation owned entirely by private stockholders. It is subject to general regulation by the Secretary
of Housing and Urban Development. Fannie Mae purchases conventional (i.e., not insured or guaranteed by any government agency)
residential mortgages from a list of approved seller/servicers which include state and federally chartered savings and loan associations,
mutual savings banks, commercial banks and credit unions and mortgage bankers. Pass-through securities issued by Fannie Mae are
guaranteed as to timely payment of principal and interest by Fannie Mae but are not backed by the full faith and credit of the
United States Government.
Freddie Mac was created
by Congress in 1970 for the purpose of increasing the availability of mortgage credit for residential housing. It is a government-sponsored
corporation formerly owned by the twelve Federal Home Loan Banks and now owned entirely by private stockholders. Freddie Mac issues
participation certificates (“PCs”), which represent interests in conventional mortgages from Freddie Mac’s national
portfolio. Freddie Mac guarantees the timely payment of interest and ultimate collection of principal, but PCs are not backed by
the full faith and credit of the United States Government. Commercial banks, savings and loan institutions, private mortgage insurance
companies, mortgage bankers and other secondary market issuers also create pass-through pools of conventional residential mortgage
loans. Such issuers may, in addition, be the originators and/or servicers of the underlying mortgage loans as well as the guarantors
of the mortgage-related securities. Pools created by such nongovernmental issuers generally offer a higher rate of interest than
government and government-related pools because there are no direct or indirect government or agency guarantees of payments in
the former pools. However, timely payment of interest and principal of these pools may be supported by various forms of insurance
or guarantees, including individual loan, title, pool and hazard insurance and letters of credit. The insurance and guarantees
are issued by governmental entities, private insurers and the mortgage poolers.
On September 7, 2008, the
U.S. Treasury Department and the Federal Housing Finance Authority (the “FHFA”) announced that Fannie Mae and Freddie
Mac had been placed into conservatorship, a statutory process designed to stabilize a troubled institution with the objective of
returning the entity to normal business operations. The U.S. Treasury Department and the FHFA at the same time established a secured
lending facility and a Secured Stock Purchase Agreement with both Fannie Mae and Freddie Mac to ensure that each entity had the
ability to fulfill its financial obligations. The FHFA announced that it does not anticipate any disruption in pattern of payments
or ongoing business operations of Fannie Mae or Freddie Mac.
Securities Options
The Fund may purchase and
write (i.e., sell) put and call options. Such options may relate to particular securities or stock indices, and may or may
not be listed on a domestic or foreign securities exchange and may or may not be issued by the Options Clearing Corporation. Options
trading is a highly specialized activity that entails greater than ordinary investment risk. Options may be more volatile than
the underlying instruments, and therefore, on a percentage basis, an investment in options may be subject to greater fluctuation
than an investment in the underlying instruments themselves.
A call option for a particular
security gives the purchaser of the option the right to buy, and the writer (seller) the obligation to sell, the underlying security
at the stated exercise price at any time prior to the expiration of the option, regardless of the market price of the security.
The premium paid to the writer is in consideration for undertaking the obligation under the option contract. A put option for a
particular security gives the purchaser the right to sell the security at the stated exercise price at any time prior to the expiration
date of the option, regardless of the market price of the security.
Stock index options are
put options and call options on various stock indices. In most respects, they are identical to listed options on common stocks.
The primary difference between stock options and index options occurs when index options are exercised. In the case of stock options,
the underlying security, common stock, is delivered. However, upon the exercise of an index option, settlement does not occur by
delivery of the securities comprising the index. The option holder who exercises the index option receives an amount of cash if
the closing level of the stock index upon which the option is based is greater than, in the case of a call, or less than, in the
case of a put, the exercise price of the option. This amount of cash is equal to the difference between the closing price of the
stock index and the exercise price of the option expressed in dollars times a specified multiple. A stock index fluctuates with
changes in the market value of the stocks included in the index. For example, some stock index options are based on a broad market
index, such as the Standard & Poor’s 500® Index or the Value Line Composite Index or a narrower market index, such
as the Standard & Poor’s 100®. Indices may also be based on an industry or market segment, such as the NYSE Arca
Oil and Gas Index or the Computer and Business Equipment Index. Options on stock indices are currently traded on the Chicago Board
Options Exchange, the New York Stock Exchange and the NASDAQ PHLX.
The Fund’s obligation
to sell an instrument subject to a call option written by it, or to purchase an instrument subject to a put option written by it,
may be terminated prior to the expiration date of the option by the Fund’s execution of a closing purchase transaction, which
is effected by purchasing on an exchange an option of the same series (i.e., same underlying instrument, exercise price
and expiration date) as the option previously written. A closing purchase transaction will ordinarily be effected to realize a
profit on an outstanding option, to prevent an underlying instrument from being called, to permit the sale of the underlying instrument
or to permit the writing of a new option containing different terms on such underlying instrument. The cost of such a liquidation
purchase plus transactions costs may be greater than the premium received upon the original option, in which event the Fund will
have paid a loss in the transaction. There is no
assurance
that a liquid secondary market will exist for any particular option. An option writer unable to effect a closing purchase transaction
will not be able to sell the underlying instrument or liquidate the assets held in a segregated account, as described below, until
the option expires or the optioned instrument is delivered upon exercise. In such circumstances, the writer will be subject to
the risk of market decline or appreciation in the instrument during such period.
If an option purchased by
the Fund expires unexercised, the Fund realizes a loss equal to the premium paid. If the Fund enters into a closing sale transaction
on an option purchased by it, the Fund will realize a gain if the premium received by the Fund on the closing transaction is more
than the premium paid to purchase the option, or a loss if it is less. If an option written by the Fund expires on the stipulated
expiration date or if the Fund enters into a closing purchase transaction, it will realize a gain (or loss if the cost of a closing
purchase transaction exceeds the net premium received when the option is sold). If an option written by the Fund is exercised,
the proceeds of the sale will be increased by the net premium originally received and the Fund will realize a gain or loss.
Certain Risks Regarding Options
There are several risks
associated with transactions in options. For example, there are significant differences between the securities and options markets
that could result in an imperfect correlation between these markets, causing a given transaction not to achieve its objectives.
In addition, a liquid secondary market for particular options, whether traded over-the-counter or on an exchange, may be absent
for reasons which include the following: there may be insufficient trading interest in certain options; restrictions may be imposed
by an exchange on opening transactions or closing transactions or both; trading halts, suspensions or other restrictions may be
imposed with respect to particular classes or series of options or underlying securities or currencies; unusual or unforeseen circumstances
may interrupt normal operations on an exchange; the facilities of an exchange or the Options Clearing Corporation may not at all
times be adequate to handle current trading value; or one or more exchanges could, for economic or other reasons, decide or be
compelled at some future date to discontinue the trading of options (or a particular class or series of options), in which event
the secondary market on that exchange (or in that class or series of options) would cease to exist, although outstanding options
that had been issued by the Options Clearing Corporation as a result of trades on that exchange would continue to be exercisable
in accordance with their terms.
Successful use by the Fund
of options on stock indices will be subject to the ability of the Adviser to correctly predict movements in the directions of the
stock market. This requires different skills and techniques than predicting changes in the prices of individual securities. In
addition, the Fund’s ability to effectively hedge all or a portion of the securities in its portfolio, in anticipation of
or during a market decline, through transactions in put options on stock indices, depends on the degree to which price movements
in the underlying index correlate with the price movements of the securities held by the Fund. In as much as the Fund’s securities
will not duplicate the components of an index, the correlation will not be perfect. Consequently, the Fund bears the risk that
the prices of its securities being hedged will not move in the same amount as the prices of its put options on the stock indices.
It is also possible that there may be a negative correlation between the index and the Fund’s securities that would result
in a loss on both such securities and the options on stock indices acquired by the Fund.
The hours of trading for
options may not conform to the hours during which the underlying securities are traded. To the extent that the options markets
close before the markets for the underlying securities, significant price and rate movements can take place in the underlying markets
that cannot be reflected in the options markets. The purchase of options is a highly specialized activity that involves investment
techniques and risks different from those associated with ordinary portfolio securities transactions. The purchase of stock index
options involves the risk that the premium and transaction costs paid by the Fund in purchasing an option will be lost as a result
of unanticipated movements in prices of the securities comprising the stock index on which the option is based.
There is no assurance that
a liquid secondary market on an options exchange will exist for any particular option, or at any particular time, and for some
options no secondary market on an exchange or elsewhere may exist. If the Fund is unable to close out a call option on securities
that it has written before the option is exercised, the Fund may be required to purchase the optioned securities in order to satisfy
its obligation under the option to deliver such securities. If the Fund is unable to effect a closing sale transaction with respect
to options on securities that it has purchased, it would have to exercise the option in order to realize any profit and would incur
transaction costs upon the purchase and sale of the underlying securities.
Cover for Options Positions
Transactions using options
(other than options that the Fund has purchased) expose the Fund to an obligation to another party. The Fund will not enter into
any such transactions unless it owns either (i) an offsetting (“covered”) position in securities or other options or
(ii) cash or liquid securities with a value sufficient at all times to cover its potential obligations
not
covered as provided in (i) above. The Fund will comply with SEC guidelines regarding cover for these instruments and, if the guidelines
so require, set aside cash or liquid securities in a segregated account with the Fund’ custodian in the prescribed amount.
Under current SEC guidelines, the Fund will segregate assets to cover transactions in which the Fund writes or sells options.
Assets used as cover or
held in a segregated account cannot be sold while the position in the corresponding option is open, unless they are replaced with
similar assets. As a result, the commitment of a large portion of the Fund’s assets to cover or segregated accounts could
impede portfolio management or the Fund’s ability to meet redemption requests or other current obligations.
Options on Futures Contracts
The Fund may purchase and
sell options on the same types of futures in which it may invest. Options on futures are similar to options on underlying instruments
except that options on futures give the purchaser the right, in return for the premium paid, to assume a position in a futures
contract (a long position if the option is a call and a short position if the option is a put), rather than to purchase or sell
the futures contract, at a specified exercise price at any time during the period of the option. Upon exercise of the option, the
delivery of the futures position by the writer of the option to the holder of the option will be accompanied by the delivery of
the accumulated balance in the writer’s futures margin account which represents the amount by which the market price of the
futures contract, at exercise, exceeds (in the case of a call) or is less than (in the case of a put) the exercise price of the
option on the futures contract. Purchasers of options who fail to exercise their options prior to the exercise date suffer a loss
of the premium paid.
Dealer Options
The Fund may engage in transactions
involving dealer options as well as exchange-traded options. Certain additional risks are specific to dealer options. While the
Fund might look to a clearing corporation to exercise exchange-traded options, if a Fund were to purchase a dealer option it would
need to rely on the dealer from which it purchased the option to perform if the option were exercised. Failure by the dealer to
do so would result in the loss of the premium paid by the Fund as well as loss of the expected benefit of the transaction.
Exchange-traded options
generally have a continuous liquid market while dealer options may not. Consequently, the Fund may generally be able to realize
the value of a dealer option it has purchased only by exercising or reselling the option to the dealer who issued it. Similarly,
when the Fund writes a dealer option, it may generally be able to close out the option prior to its expiration only by entering
into a closing purchase transaction with the dealer to whom the Fund originally wrote the option. While the Fund will seek to enter
into dealer options only with dealers who will agree to and which are expected to be capable of entering into closing transactions
with the Fund, there can be no assurance that the Fund will at any time be able to liquidate a dealer option at a favorable price
at any time prior to expiration. Unless the Fund, as a covered dealer call option writer, is able to effect a closing purchase
transaction, it will not be able to liquidate securities (or other assets) used as cover until the option expires or is exercised.
In the event of insolvency of the other party, the Fund may be unable to liquidate a dealer option. With respect to options written
by the Fund, the inability to enter into a closing transaction may result in material losses to the Fund. For example, because
the Fund must maintain a secured position with respect to any call option on a security it writes, the Fund may not sell the assets,
which it has segregated to secure the position while it is obligated under the option. This requirement may impair the Fund’s
ability to sell portfolio securities at a time when such sale might be advantageous.
The Staff of the SEC has
taken the position that purchased dealer options are illiquid securities. The Fund may treat the cover used for written dealer
options as liquid if the dealer agrees that the Fund may repurchase the dealer option it has written for a maximum price to be
calculated by a predetermined formula. In such cases, the dealer option would be considered illiquid only to the extent the maximum
purchase price under the formula exceeds the intrinsic value of the option. Accordingly, the Fund will treat dealer options as
subject to the Fund’s limitation on illiquid securities. If the SEC changes its position on the liquidity of dealer options,
the Fund will change its treatment of such instruments accordingly.
Spread Transactions
The Fund may purchase covered
spread options from securities dealers. These covered spread options are not presently exchange-listed or exchange-traded. The
purchase of a spread option gives the Fund the right to put securities that it owns at a fixed dollar spread or fixed yield spread
in relationship to another security that the Fund does not own, but which is used as a benchmark. The risk to the Fund, in addition
to the risks of dealer options described above, is the cost of the premium paid as well as any transaction costs. The purchase
of spread options will be used to protect the Fund against adverse changes in prevailing credit quality spreads, i.e., the
yield spread between high quality and lower quality securities. This protection is provided only during the life of the spread
options.
Repurchase Agreements
The Fund may enter into
repurchase agreements. In a repurchase agreement, an investor (such as the Fund) purchases a security (known as the “underlying
security”) from a securities dealer or bank. Any such dealer or bank must be deemed creditworthy by the Adviser. At that
time, the bank or securities dealer agrees to repurchase the underlying security at a mutually agreed upon price on a designated
future date. The repurchase price may be higher than the purchase price, the difference being income to the Fund, or the purchase
and repurchase prices may be the same, with interest at an agreed upon rate due to the Fund on repurchase. In either case, the
income to the Fund generally will be unrelated to the interest rate on the underlying securities. Repurchase agreements must be
“fully collateralized,” in that the market value of the underlying securities (including accrued interest) must at
all times be equal to or greater than the repurchase price. Therefore, a repurchase agreement can be considered a loan collateralized
by the underlying securities.
Repurchase agreements are
generally for a short period of time, often less than a week, and will generally be used by the Fund to invest excess cash or as
part of a temporary defensive strategy. Repurchase agreements that do not provide for payment within seven days will be treated
as illiquid securities. In the event of a bankruptcy or other default by the seller of a repurchase agreement, the Fund could experience
both delays in liquidating the underlying security and losses. These losses could result from: (a) possible decline in the value
of the underlying security while the Fund is seeking to enforce its rights under the repurchase agreement; (b) possible reduced
levels of income or lack of access to income during this period; and (c) expenses of enforcing its rights.
Trading in Futures Contracts
A futures contract provides
for the future sale by one party and purchase by another party of a specified amount of a specific financial instrument (e.g.,
units of a stock index) for a specified price, date, time and place designated at the time the contract is made. Brokerage fees
are paid when a futures contract is bought or sold and margin deposits must be maintained. Entering into a contract to buy is commonly
referred to as buying or purchasing a contract or holding a long position. Entering into a contract to sell is commonly referred
to as selling a contract or holding a short position.
Unlike when the Fund purchases
or sells a security, no price would be paid or received by the Fund upon the purchase or sale of a futures contract. Upon entering
into a futures contract, and to maintain the Fund’s open positions in futures contracts, the Fund would be required to deposit
with its custodian or futures broker in a segregated account in the name of the futures broker an amount of cash, U.S. government
securities, suitable money market instruments, or other liquid securities, known as “initial margin.” The margin required
for a particular futures contract is set by the exchange on which the contract is traded, and may be significantly modified from
time to time by the exchange during the term of the contract. Futures contracts are customarily purchased and sold on margins that
may range upward from less than 5% of the value of the contract being traded.
If the price of an open
futures contract changes (by increase in underlying instrument or index in the case of a sale or by decrease in the case of a purchase)
so that the loss on the futures contract reaches a point at which the margin on deposit does not satisfy margin requirements, the
broker will require an increase in the margin. However, if the value of a position increases because of favorable price changes
in the futures contract so that the margin deposit exceeds the required margin, the broker will pay the excess to the Fund.
These subsequent payments,
called “variation margin,” to and from the futures broker, are made on a daily basis as the price of the underlying
assets fluctuate making the long and short positions in the futures contract more or less valuable, a process known as “marking
to the market.” The Fund expects to earn interest income on margin deposits.
Although certain futures
contracts, by their terms, require actual future delivery of and payment for the underlying instruments, in practice most futures
contracts are usually closed out before the delivery date. Closing out an open futures contract purchase or sale is effected by
entering into an offsetting futures contract sale or purchase, respectively, for the same aggregate amount of the identical underlying
instrument or index and the same delivery date. If the offsetting purchase price is less than the original sale price, the Fund
realizes a gain; if it is more, the Fund realizes a loss. Conversely, if the offsetting sale price is more than the original purchase
price, the Fund realizes a gain; if it is less, the Fund realizes a loss. The transaction costs must also be included in these
calculations. There can be no assurance, however, that the Fund will be able to enter into an offsetting transaction with respect
to a particular futures contract at a particular time. If the Fund is not able to enter into an offsetting transaction, the Fund
will continue to be required to maintain the margin deposits on the futures contract.
For example, one contract
in the Financial Times Stock Exchange 100 Index future is a contract to buy 25 pounds sterling multiplied by the level of the UK
Financial Times 100 Share Index on a given future date. Settlement of a stock index futures contract may or may not be in the underlying
instrument or index. If not in the underlying instrument or index, then settlement will be made in cash, equivalent over time to
the difference between the contract price and the actual price of the underlying asset at the time the stock index futures contract
expires.
Regulation as a Commodity Pool Operator
The Trust, on behalf of
the Fund, will file with the National Futures Association, a notice claiming an exclusion from the definition of the term “commodity
pool operator” under the Commodity Exchange Act, as amended, and the rules of the Commodity Futures Trading Commission promulgated
thereunder, with respect to the Fund’s operation. Accordingly, the Fund will not be subject to registration or regulation
as a commodity pool operator.
When-Issued, Forward Commitments and Delayed Settlements
The Fund may purchase and
sell securities on a when-issued, forward commitment or delayed settlement basis. In this event, the Custodian (as defined under
the section entitled “Custodian”) will segregate liquid assets equal to the amount of the commitment in a separate
account. Normally, the Custodian will set aside portfolio securities to satisfy a purchase commitment. In such a case, the Fund
may be required subsequently to segregate additional assets in order to assure that the value of the account remains equal to the
amount of the Fund’s commitment. It may be expected that the Fund’s net assets will fluctuate to a greater degree when
it sets aside portfolio securities to cover such purchase commitments than when it sets aside cash.
The Fund does not intend
to engage in these transactions for speculative purposes but only in furtherance of its investment objectives. Because the Fund
segregates liquid assets to satisfy purchase commitments in the manner described, the Fund’s liquidity and the ability of
the Adviser to manage them may be affected in the event the Fund’s forward commitments, commitments to purchase when-issued
securities and delayed settlements ever exceeded 15% of the value of its net assets.
The Fund will purchase securities
on a when-issued, forward commitment or delayed settlement basis only with the intention of completing the transaction. If deemed
advisable as a matter of investment strategy, however, the Fund may dispose of or renegotiate a commitment after it is entered
into, and may sell securities it has committed to purchase before those securities are delivered to the Fund on the settlement
date. In these cases the Fund may realize a taxable capital gain or loss. When the Fund engages in when-issued, forward commitment
and delayed settlement transactions, it relies on the other party to consummate the trade. Failure of such party to do so may result
in the Fund incurring a loss or missing an opportunity to obtain a price credited to be advantageous.
The market value of the
securities underlying a when-issued purchase, forward commitment to purchase securities, or a delayed settlement and any subsequent
fluctuations in their market value is taken into account when determining the market value of the Fund starting on the day the
Fund agrees to purchase the securities. The Fund does not earn interest on the securities it has committed to purchase until it
has paid for and delivered on the settlement date.
Illiquid and Restricted Securities
The Fund may invest up to
15% of its net assets in illiquid securities. Illiquid securities include securities subject to contractual or legal restrictions
on resale (e.g., because they have not been registered under the Securities Act of 1933, as amended (the “Securities Act”))
and securities that are otherwise not readily marketable (e.g., because trading in the security is suspended or because market
makers do not exist or will not entertain bids or offers). Securities that have not been registered under the Securities Act are
referred to as private placements or restricted securities and are purchased directly from the issuer or in the secondary market.
Foreign securities that are freely tradable in their principal markets are not considered to be illiquid.
Restricted and other illiquid
securities may be subject to the potential for delays on resale and uncertainty in valuation. The Fund might be unable to dispose
of illiquid securities promptly or at reasonable prices and might thereby experience difficulty in satisfying redemption requests
from shareholders. The Fund might have to register restricted securities in order to dispose of them, resulting in additional expense
and delay. Adverse market conditions could impede such a public offering of securities.
A large institutional market
exists for certain securities that are not registered under the Securities Act, including foreign securities. The fact that there
are contractual or legal restrictions on resale to the general public or to certain institutions may not be indicative of the liquidity
of such investments. Rule 144A under the Securities Act allows such a
broader
institutional trading market for securities otherwise subject to restrictions on resale to the general public. Rule 144A establishes
a “safe harbor” from the registration requirements of the Securities Act for resale of certain securities to qualified
institutional buyers. Rule 144A has produced enhanced liquidity for many restricted securities, and market liquidity for such
securities may continue to expand as a result of this regulation and the consequent existence of the PORTAL system, which is an
automated system for the trading, clearance and settlement of unregistered securities of domestic and foreign issuers sponsored
by NASDAQ.
Under guidelines adopted
by the Board, the Adviser may determine that particular Rule 144A securities, and commercial paper issued in reliance on the private
placement exemption from registration afforded by Section 4(a)(2) of the Securities Act, are liquid even though they are not registered.
A determination of whether such a security is liquid or not is a question of fact. In making this determination, the Adviser will
consider, as it deems appropriate under the circumstances and among other factors: (1) the frequency of trades and quotes for the
security; (2) the number of dealers willing to purchase or sell the security; (3) the number of other potential purchasers of the
security; (4) dealer undertakings to make a market in the security; (5) the nature of the security (e.g., debt or equity, date
of maturity, terms of dividend or interest payments, and other material terms) and the nature of the marketplace trades (e.g.,
the time needed to dispose of the security, the method of soliciting offers, and the mechanics of transfer); and (6) the rating
of the security and the financial condition and prospects of the issuer. In the case of commercial paper, the Adviser will also
determine that the paper (1) is not traded flat or in default as to principal and interest, and (2) is rated in one of the two
highest rating categories by at least two Nationally Recognized Statistical Rating Organizations (“NRSROs”) or, if
only one NRSRO rates the security, by that NRSRO, or, if the security is unrated, the Adviser determines that it is of equivalent
quality.
Rule 144A securities and
Section 4(a)(2) commercial paper that have been deemed liquid as described above will continue to be monitored by the Adviser to
determine if the security is no longer liquid as the result of changed conditions. Investing in Rule 144A securities or Section
4(a)(2) commercial paper could have the effect of increasing the amount of a Fund’s assets invested in illiquid securities
if institutional buyers are unwilling to purchase such securities.
Lending Portfolio Securities
For the purpose of achieving
income, the Fund may lend its portfolio securities, provided (1) the loan is secured continuously by collateral consisting of U.S.
Government securities or cash or cash equivalents (cash, U.S. Government securities, negotiable certificates of deposit, bankers’
acceptances or letters of credit) maintained on a daily mark-to-market basis in an amount at least equal to the current market
value of the securities loaned, (2) the Fund may at any time call the loan and obtain the return of securities loaned, (3) the
Fund will receive any interest or dividends received on the loaned securities, and (4) the aggregate value of the securities loaned
will not at any time exceed one-third of the total assets of a Fund.
INVESTMENT RESTRICTIONS
The Fund has adopted
the following investment restrictions that may not be changed without approval by a “majority of the outstanding shares”
of the Fund, which, as used in this SAI, means the vote of the lesser of (a) 67% or more of the shares of the Fund represented
at a meeting, if the holders of more than 50% of the outstanding shares of the Fund are present or represented by proxy, or (b)
more than 50% of the outstanding shares of the Fund. The Fund may not:
|
1.
|
Issue senior securities, except as otherwise
permitted under the 1940 Act, and the rules and regulations promulgated thereunder;
|
|
2.
|
Borrow money, except (a) from a bank, provided
that immediately after such borrowing there is an asset coverage of 300% for all borrowings of the Fund; or (b) from a bank or
other persons for temporary purposes only, provided that such temporary borrowings are in an amount not exceeding 5% of the Fund’s
total assets at the time when the borrowing is made. This limitation does not preclude the Fund from entering into reverse repurchase
transactions, provided that the Fund has an asset coverage of 300% for all borrowings and repurchase commitments of the Fund pursuant
to reverse repurchase transactions;
|
|
3.
|
Purchase securities on margin, participate
on a joint or joint and several basis in any securities trading account, or underwrite securities. (Does not preclude the Fund
from obtaining such short-term credit as may be necessary for the clearance of purchases and sales of its portfolio securities,
and except to the extent that the Fund may be deemed an underwriter under the Securities Act, by virtue of disposing of portfolio
securities);
|
|
4.
|
Purchase or sell real estate or interests
in real estate. This limitation is not applicable to investments in marketable securities that are secured by or represent interests
in real estate. This limitation does not preclude the Fund from investing in mortgage-related securities or investing in companies
engaged in the real estate business or that have a significant portion of their assets in real estate (including REITs);
|
|
5.
|
Invest more than 25% of the market value
of its assets in the securities of companies engaged in any one industry or group of industries, except that the Fund will concentrate
to approximately the same extent that its Underlying Index concentrates in the stocks of such particular industry or industries.
(Does not apply to investment in the securities of the U.S. Government, its agencies or instrumentalities.);
|
|
6.
|
Purchase or sell commodities (unless acquired
as a result of ownership of securities or other investments) or commodity futures contracts, except that the Fund may purchase
and sell futures contracts and options to the full extent permitted under the 1940 Act, sell foreign currency contracts in accordance
with any rules of the Commodity Futures Trading Commission, invest in securities or other instruments backed by commodities, and
invest in companies that are engaged in a commodities business or have a significant portion of their assets in commodities; or
|
|
7.
|
Make loans to others, except that the Fund
may, in accordance with its investment objective and policies, (i) lend portfolio securities, (ii) purchase and hold debt securities
or other debt instruments, including but not limited to loan participations and sub-participations, assignments, and structured
securities, (iii) make loans secured by mortgages on real property, (iv) enter into repurchase agreements, (v) enter into transactions
where each loan is represented by a note executed by the borrower, and (vi) make time deposits with financial institutions and
invest in instruments issued by financial institutions. For purposes of this limitation, the term “loans” shall not
include the purchase of a portion of an issue of publicly distributed bonds, debentures or other securities.
|
If a restriction on the
Fund’s investments is adhered to at the time an investment is made, a subsequent change in the percentage of Fund assets
invested in certain securities or other instruments of the Fund’s investment portfolio, resulting from changes in the value
of the Fund’s total assets, will not be considered a violation of the restriction; provided, however, that the asset coverage
requirement applicable to borrowings shall be maintained in the manner contemplated by applicable law.
With respect to fundamental
investment limitation #2 above, if the Fund’s asset coverage falls below 300%, the Fund will reduce borrowing within 3 days
in order to ensure that the Fund has 300% asset coverage.
Although fundamental investment
restriction #7 reserves for the Fund the ability to make loans, there is no present intent to loan money or portfolio securities
and additional disclosure will be provided if such a strategy is implemented in the future.
POLICIES AND PROCEDURES FOR
DISCLOSURE OF PORTFOLIO HOLDINGS
The Trust has adopted a
policy regarding the disclosure of information about the Fund’s portfolio holdings. The Fund and its service providers may
not receive compensation or any other consideration (which includes any agreement to maintain assets in the Fund or in other investment
companies or accounts managed by the Adviser or any affiliated person of the Adviser) in connection with the disclosure of portfolio
holdings information of the Fund. The Trust’s policy is implemented and overseen by the Chief Compliance Officer of the Trust,
subject to the oversight of the Board. Periodic reports regarding these procedures will be provided to the Board. The Trust, the
Adviser and the Distributor (as defined below) will not disseminate non-public information concerning the Trust. The Board must
approve all material amendments to this policy.
Each business day, the Fund’s
portfolio holdings information will generally be provided for dissemination through the facilities of the National Securities Clearing
Corporation (“NSCC”) and/or other fee-based subscription services to NSCC members and/or subscribers to those other
fee-based subscription services, including Authorized Participants (as defined below), and to entities that publish and/or analyze
such information in connection with the process of purchasing or redeeming Creation Units or trading shares of the Fund in the
secondary market. This information typically reflects the Fund’s anticipated holdings as of the next Business Day (as defined
below).
Access to information concerning
the Fund’s portfolio holdings may be permitted to personnel of third party service providers, including the Fund’s
custodian, transfer agent, auditors and counsel, as may be necessary to conduct business in the ordinary course in a manner consistent
with such service providers’ agreements with the Trust on behalf of the Fund.
The Fund discloses on the
Adviser’s website at Inspireinvesting.com at the start of each Business Day the identities and quantities of the securities
and other assets held by the Fund that will form the basis of the Fund’s calculation of its NAV on that Business Day. The
portfolio holdings so disclosed will be based on information as of the close of business on the prior Business Day and/or trades
that have been completed prior to the opening of business on that Business Day and that are expected to settle on that Business
Day. The Fund may also concurrently disclose this portfolio holdings information directly to ratings agencies on a daily basis.
Quarterly Portfolio Schedule.
The Trust is required to disclose, after its first and third fiscal quarters, the complete schedule of the Fund’s portfolio
holdings with the SEC on Form N-Q. The Trust will also disclose a complete schedule of the Fund’s portfolio holdings with
the SEC on Form N-CSR after its second and fourth quarters.
Form N-Q and Form N-CSR
for the Fund will be available on the SEC's website at www.sec.gov. The Fund's Form N-Q and Form N-CSR, when available, may also
be reviewed and copied at the SEC's Public Reference Room in Washington, D.C., and information on the operation of the Public Reference
Room may be obtained by calling 202-551-8090. The Fund's Form N-Q and Form N-CSR will be available without charge, upon request,
by calling Inspireinvesting.com or by writing to: Blue Sky Funds, c/o Gemini Fund Services, LLC, 4221 North 203rd Street, Suite
100, Elkhorn, Nebraska 68022-3474.
The Adviser. Personnel of the Adviser,
including personnel responsible for managing the Fund’s portfolio, may have full daily access to Fund portfolio holdings
since that information is necessary in order for the Adviser to provide its management, administrative, and investment services
to the Fund. As required for purposes of analyzing the impact of existing and future market changes on the prices, availability,
as demand and liquidity of such securities, as well as for the assistance of portfolio managers in the trading of such securities,
Adviser personnel may also release and discuss certain portfolio holdings with various broker-dealers.
Gemini Fund Services, LLC. Gemini Fund
Services, LLC is the fund accountant, administrator and custody administrator for the Fund; therefore, its personnel have full
daily access to the Fund’s portfolio holdings since that information is necessary in order for them to provide the agreed-upon
services for the Trust.
Brown Brothers Harriman & Co. Brown
Brothers Harriman & Co. is custodian and transfer agent for the Fund; therefore, its personnel have full daily access to the
Fund’s portfolio holdings since that information is necessary in order for them to provide the agreed-upon services for the
Trust.
[ ]. [ ] is the Fund’s independent
registered public accounting firm; therefore, its personnel have access to the Fund’s portfolio holdings in connection with
auditing of the Fund’s annual financial statements and providing assistance and consultation in connection with SEC filings.
Thompson Hine LLP. Thompson Hine LLP
is counsel to the Fund; therefore, its personnel have access to the Fund’s portfolio holdings in connection with review of
the Fund’s annual and semi-annual shareholder reports and SEC filings.
Additions to List of Approved Recipients
The Trust’s Chief
Compliance Officer is the person responsible, and whose prior approval is required, for any disclosure of the Fund’s portfolio
securities at any time or to any persons other than those described above. In such cases, the recipient must have a legitimate
business need for the information and must be subject to a duty to keep the information confidential. There are no ongoing arrangements
in place with respect to the disclosure of portfolio holdings. In no event shall the Fund, the Adviser, or any other party receive
any direct or indirect compensation in connection with the disclosure of information about the Fund’s portfolio holdings.
Compliance with Portfolio Holdings Disclosure
Procedures
The Trust’s Chief
Compliance Officer will report periodically to the Board with respect to compliance with the Fund’s portfolio holdings disclosure
procedures, and from time to time will provide the Board any updates to the portfolio holdings disclosure policies and procedures.
There is no assurance that
the Trust’s policies on disclosure of portfolio holdings will protect the Fund from the potential misuse of holdings information
by individuals or firms in possession of that information.
MANAGEMENT
The business of the Trust
is managed under the direction of the Board in accordance with the Agreement and Declaration of Trust and the Trust’s By-laws
(the “Governing Documents”), which have been filed with the SEC and are available upon request. The Board consists
of three (3) individuals, each of whom are not “interested persons” (as defined under the 1940 Act) of the Trust or
any investment adviser to any series of the Trust (“Independent Trustees”). Pursuant to the Governing Documents, the
Trustees shall elect officers including a President, a Secretary, a Treasurer, a Principal Executive Officer and a Principal Accounting
Officer. The Board retains the power to conduct, operate and carry on the business of the Trust and has the power to incur and
pay any expenses, which, in the opinion of the Board, are necessary or incidental to carry out any of the Trust’s purposes.
The Trustees, officers, employees and agents of the
Trust,
when acting in such capacities, shall not be subject to any personal liability except for his or her own bad faith, willful misfeasance,
gross negligence or reckless disregard of his or her duties.
Board Leadership Structure
The Trust is led by Joseph
Breslin, who has served as the Chairman of the Board since July 2015. The Board of Trustees is comprised of three independent Trustees.
Additionally, under certain 1940 Act governance guidelines that apply to the Trust, the Independent Trustees will meet in executive
session, at least quarterly. Under the Governing Documents, the Chairman of the Board is responsible for (a) presiding at board
meetings, (b) calling special meetings on an as-needed basis, (c) executing and administering of Trust policies including (i) setting
the agendas for board meetings and (ii) providing information to board members in advance of each board meeting and between board
meetings. The Trust believes that its Chairman, the independent chair of the Audit Committee, and, as an entity, the full Board
of Trustees, provide effective leadership that is in the best interests of the Trust, its funds and each shareholder.
Board Risk Oversight
The Board of Trustees has
a standing independent Audit Committee, Nominating and Governance Committee and Contract Review Committee, each with a separate
chair. The Board is responsible for overseeing risk management, and the full Board regularly engages in discussions of risk management
and receives compliance reports that inform its oversight of risk management from its Chief Compliance Officer at quarterly meetings
and on an ad hoc basis, when and if necessary. The Audit Committee considers financial and reporting risk within its area of responsibilities.
Generally, the Board believes that its oversight of material risks is adequately maintained through the compliance-reporting chain
where the Chief Compliance Officer is the primary recipient and communicator of such risk-related information. The primary purposes
of the Nominating and Governance Committee are to consider and evaluate the structure, composition and operation of the Board,
to evaluate and recommend individuals to serve on the Board of the Trust, and to consider and make recommendations relating to
the compensation of the Trust’s independent trustees. The Nominating and Governance Committee may consider recommendations
for candidates to serve on the Board from any source it deems appropriate. The primary purpose of the Contract Review Committee
is to oversee and guide the process by which the Independent Trustees annually consider whether to approve or renew the Trust’s
investment advisory, sub-advisory and distribution agreements, Rule 12b-1 plans, and such other agreements or plans involving the
Trust as specified in the Contract Review Committee’s charter or as the Board determines from time to time.
Trustee Qualifications
Generally, the Trust believes
that each Trustee is competent to serve because of their individual overall merits including: (i) experience, (ii) qualifications,
(iii) attributes and (iv) skills. Mr. Breslin has over 20 years of business experience in the investment management and brokerage
business and possesses a strong understanding of the regulatory framework under which investment companies must operate based,
in part, upon his years of service as an officer and/or Trustee to other registered investment companies. Thomas Sarkany is qualified
to serve as a Trustee based on his experience in various business and consulting positions, and through his experience from service
as a board member of the Trust and other investment companies. Since 2010, he has been the President of a financial services firm
and from 1994 through 2010, held various roles at a publicly held company providing financial research, publications and money
management services to retail and institutional investors, including Director of Marketing and Asset Management, Director of Index
Licensing, and member of the Board of Directors. In addition to his service as a Trustee of the Trust, Mr. Sarkany serves as a
trustee of the Northern Lights Fund Trust II and has previously served as a director of certain public companies. Charles R. Ranson
has more than 20 years’ experience in strategic analysis and planning, risk assessment, and capital formation in the operation
of complex organizations and entrepreneurial ventures. In addition to his service to the Trust, Mr. Ranson serves as an independent
trustee to another mutual fund complex. Each Trustee’s ability to perform his duties effectively also has been enhanced by
his educational background and professional training. The Trust does not believe any one factor is determinative in assessing a
Trustee’s qualifications, but that the collective experience of each Trustee makes them each highly qualified.
The following is a list
of the Trustees and executive officers of the Trust and each person’s principal occupation over the last five years. The
business address of each Trustee and Officer is 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246. All correspondence to the
Trustees and Officers should be directed to c/o Gemini Fund Services, LLC, P.O. Box 541150, Omaha, Nebraska 68154.
Independent Trustees
Name and Year of Birth
|
Position/Term of Office*
|
Principal Occupation During the Past Five Years
|
Number of Funds in Fund Complex** Overseen by Trustee
|
Other Directorships held by Trustee During the Past Five Years
|
Joseph Breslin
Year of Birth: 1953
|
Independent Trustee and Chairman of the Board since 2015
|
President and Consultant, Adviser Counsel, Inc. (formerly J.E. Breslin
& Co.) (management consulting firm to investment advisers), (since 2009); Senior Counsel, White Oak Global Advisors, LLC. (since
2016).
|
[ ]
|
Northern Lights Fund Trust IV (for series not affiliated with the Fund since 2015); Director, Kinetics Mutual Funds, Inc. (since 2000); Trustee, Kinetics Portfolios Trust (since 2000); Trustee, Forethought Variable Insurance Trust (since 2013); Trustee, BlueArc Multi-Strategy Fund (2014-2017); Hatteras Trust (2004-2016)
|
Thomas Sarkany
Year of Birth: 1946
|
Independent Trustee since 2015
|
Founder and President, TTS Consultants, LLC (financial services) (since 2010).
|
[ ]
|
Northern Lights Fund Trust IV (for series not affiliated with the Fund since 2015); Arrow Investments Trust (since 2014), Arrow ETF Trust (since 2012), Trustee, Northern Lights Fund Trust II (since 2011); Director, Aquila Distributors (since 1981)
|
Charles Ranson
Year of Birth: 1947
|
Independent Trustee since 2015
|
Principal, Ranson & Associates (strategic analysis and planning, including risk assessment and capital formation for entrepreneurial ventures) (since 2003).
|
[ ]
|
Northern Lights Fund Trust IV (for series not affiliated with the Fund since 2015); Advisors Preferred Trust (since November 2012)
|
Officers
Name and Year of Birth
|
Position/Term of Office*
|
Principal Occupation During the Past Five Years
|
Number of Funds in Fund Complex** Overseen by Trustee
|
Other Directorships held by Trustee During the Past Five Years
|
Wendy Wang
Year of Birth: 1970
|
President since 2015
|
Senior Vice President, Director of Tax and Compliance Administration, Gemini Fund Services, LLC (since 2012).
|
N/A
|
N/A
|
Sam Singh
Year of Birth: 1976
|
Treasurer since 2015
|
Vice President, Gemini Fund Services, LLC (since 2015); Assistant Vice President, Gemini Fund Services, LLC (2011-2014).
|
N/A
|
N/A
|
Jennifer Farrell
Year of Birth: 1969
|
Secretary since 2017
|
Manager, Legal Administration, Gemini Fund Services, LLC (since 2018); Senior Paralegal, Gemini Fund Services, LLC (since 2015); Legal Trainer, Gemini Fund Services, LLC (2013-2015); Senior Paralegal, Gemini Fund Services, LLC (2006-2012).
|
N/A
|
N/A
|
James Ash
Year of Birth: 1976
|
Chief Compliance Officer since 2019
|
Senior Compliance Officer, Northern Lights Compliance, LLC (since 2019); Senior Vice President, National Sales Gemini Fund Services, LLC (2017-2019); Senior Vice President and Director of Legal Administration, Gemini Fund Services, LLC (2012 - 2017).
|
N/A
|
N/A
|
* The term of office for each Trustee and officer listed above will
continue indefinitely until the individual resigns or is removed.
** As of [ ], 2020, the Trust was comprised
of [ ] other active portfolios managed by unaffiliated investment advisers. The term “Fund Complex” applies only
to the Funds. The Funds do not hold themselves out as related to any other series within the Trust for investment purposes,
nor do they share the same investment adviser with any other series.
Board Committees
Audit Committee
The Board has an Audit Committee
that consists of all the Trustees who are not “interested persons” of the Trust within the meaning of the 1940 Act.
The Audit Committee’s responsibilities include: (i) recommending to the Board the selection, retention or termination of
the Trust’s independent auditors; (ii) reviewing with the independent auditors the scope, performance and anticipated cost
of their audit; (iii) discussing with the independent auditors certain matters relating to the Trust’s financial statements,
including any adjustment to such financial statements recommended by such independent auditors, or any other results of any audit;
(iv) reviewing on a periodic basis a formal written statement from the independent auditors with respect to their independence,
discussing with the independent auditors any relationships or services disclosed in the statement that may impact the objectivity
and independence of the Trust’s independent auditors and recommending that the Board take appropriate action in response
thereto to satisfy itself of the auditor’s independence; and (v) considering the comments of the independent auditors and
management’s responses thereto with respect to the quality and adequacy of the Trust’s accounting and financial reporting
policies and practices and internal controls. The Audit Committee operates pursuant to an Audit Committee Charter. The Audit Committee
is responsible for seeking and reviewing nominee candidates for consideration as Independent Trustees as is from time to time considered
necessary or appropriate. The Audit Committee generally will not consider shareholder nominees. The Audit Committee is also responsible
for reviewing and setting Independent Trustee compensation from time to time when considered necessary or appropriate.
Nominating and Governance Committee
The Board has a Nominating
and Governance Committee that consists of all the “interested persons” of the Trust within the meaning of the 1940
Act. The Committee’s responsibilities (which may also be conducted by the Board) include: (i) recommend persons to be nominated
or re-nominated as Trustees in accordance with the Independent Trustee’s Statement of Policy on Criteria for Selecting Independent
Trustees; (ii) review the Fund’s officers, and conduct Chief Compliance Officer searches, as needed, and provide consultation
regarding other CCO matters, as requested; (iii) reviewing trustee qualifications, performance, and compensation; (iv) review periodically
with the Board the size and composition of the Board as a whole; (v) annually evaluate the operations of the Board and its Committees
and assist the Board in conducting its annual self-evaluation; (vi) make recommendations on the requirements for, and means of,
Board orientation and training; (vii) periodically review the Board’s corporate Governance policies and practices and recommend,
as it deems appropriate, any changes to the Board; (ix) considering any corporate governance issues that arise from time to time,
and to develop appropriate recommendations for the Board; and (x) supervising counsel for the Independent Directors. Mr. Ranson
serves as the Chairman of the Nominating and Governance Committee. The Nominating and Governance Committee operates pursuant to
an Nominating and Governance Committee Charter.
Contract Review Committee
The Board has a Contract
Review Committee that consists of all the Trustees who are not “interested persons” of the Trust within the meaning
of the 1940 Act. The primary purpose of the Contract Review Committee is to oversee and guide the process by which the Independent
Trustees annually consider whether to approve or renew the Trust’s investment advisory, sub-advisory and distribution agreements,
Rule 12b-1 plans, and such other agreements or plans involving the Trust as specified in the Contract Review Committee’s
charter or as the Board determines from time to time. The Board may also assign to the Contract Review Committee responsibility
to evaluate and make recommendations on contracts in unusual situations, for example, where a contract is expected to terminate
because of a change of control of an investment adviser. The Contract Review Committee’s responsibilities include: (i) identifying
the scope and format of information to be requested from service providers in connection with the evaluation of each contract or
plan and meet and evaluate such information at least annually in advance of the automatic expiration of such contracts by operation
of law or by their terms; (ii) providing guidance to independent legal counsel regarding specific information requests to
be made by such counsel on behalf of the Board or the Independent Trustees; (iii) evaluating regulatory and other developments
coming to its attention that might reasonably be expected to have an impact on the Independent Trustees’ consideration of
how to evaluate and whether or not to renew a contract or plan; (iv) assisting in circumscribing the range of factors considered
by the Board relating to the approval or renewal of advisory or sub-advisory agreements; (v) recommending to other committees
and/or to the Independent Trustees specific steps to be taken by them regarding the renewal process, including, for example, proposed
schedules of meetings by Independent Trustees; (vi) investigating and reporting on any other matter brought to its attention
within the scope of its duties; and (vii) performing such other duties as are consistent with the Contract Review Committee’s
purpose or that are assigned to it by the Board. Mr. Sarkany serves as the Chairman of the Contract Review Committee. The Contract
Review Committee operates pursuant to a Contract Review Committee Charter.
Compensation
Effective January
1, 2020, each Trustee who is not affiliated with the Trust or an investment adviser to any series of the Trust (each an "Independent
Trustee") will receive a quarterly fee of $22,500 to be paid by the Trust within 10 days of the commencement of each calendar
quarter for his service as a Trustee of the Board and for serving in his respective capacity as Chair of the Audit Committee, Nomination
and Governance Committee and Contract Review Committee, as well as reimbursement for any reasonable expenses incurred for attending
regularly scheduled Board and Committee meetings.
Additionally,
in the event that an in-person meeting of the Board of Trustees other than its regularly scheduled meetings (a "Special Meeting")
is required, each Independent Trustee will receive a fee of $5,000 per Special Meeting, as well as reimbursement for any reasonable
expenses incurred, to be paid by the Trust or the relevant series of the Trust or its investment adviser depending on the circumstances
necessitating the Special Meeting. The Independent Trustees at their sole discretion shall determine when a particular meeting
constitutes a Special Meeting for purpose of the $5,000 fee.
None of the executive
officers receive compensation from the Trust.
The table below
details the amount of compensation the Trustees received from the Fund during the fiscal period ended [ ]. Each Independent Trustee
is expected to attend all quarterly meetings during the period. The Trust does not have a bonus, profit sharing, pension or retirement
plan.
Name and Position
|
Inspire Tactical Large Cap ESG ETF
|
Pension or Retirement Benefits Accrued as Part of Funds Expenses
|
Annual Benefits Upon Retirement
|
Total Compensation From Trust and Fund Complex* Paid to Trustees
|
Joseph
Breslin
|
$[ ]
|
$0
|
$0
|
$[ ]
|
Thomas Sarkany
|
$[ ]
|
$0
|
$0
|
$[ ]
|
Charles Ranson
|
$[ ]
|
$0
|
$0
|
$[ ]
|
|
*
|
There are currently numerous series comprising the Trust. The term “Fund
Complex” refers only to the Funds, and not to any other series of the Trust.
|
Management and Trustee Ownership
As of [ ], the Trustees
and officers, as a group, owned no shares of the Fund or any of the Fund Complex’s outstanding shares.
CONTROL PERSONS AND PRINCIPAL
HOLDERS
A principal shareholder
is any person who owns (either of record or beneficially) 5% or more of the outstanding shares of a fund. A control person is one
who owns, either directly or indirectly more than 25% of the voting securities of a company or acknowledges the existence of control.
A control person is one who owns beneficially or through controlled companies more than 25% of the voting securities of a company
or acknowledged the existence of control.
The Depository Trust Company
(“DTC”) or its nominee is the record owner of all outstanding shares and is recognized as the owner of all shares for
all purposes. Investors owning shares are beneficial owners as shown on the records of DTC or its participants. As of [ ],
the Trust does not have information regarding the record or beneficial ownership of shares of the Fund held in the names of DTC
participants, as DTC has not provided the Trust with access to such information.
Investment Adviser and Advisory Agreement
Inspire (CWM Advisors, LLC),
650 San Benito Street, Suite 130, Hollister, CA 95023, serves as the Fund’s investment adviser. The Adviser is registered
with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended.
Subject to the oversight
of the Board of Trustees, the Adviser is responsible for the overall management of the Fund’s investment-related business
affairs. Pursuant to an investment advisory agreement (the "Advisory Agreement") with the Trust, on behalf of the Fund,
the Adviser, subject to the supervision of the Board, and in conformity with the stated policies of the Fund, manages the portfolio
investment operations of the Fund. The Adviser has overall supervisory responsibilities for the general management and investment
of the Fund’s securities portfolio, as detailed below, which are subject to review and approval by the Board of Trustees.
In general, the Adviser's duties include setting the Fund’s overall investment strategies and asset allocation.
Pursuant to the Advisory Agreement, the Adviser,
under the supervision of the Board of Trustees, agrees to invest the assets of the Fund in accordance with applicable law and the
investment objective, policies and restrictions set forth in the Fund’s current Prospectus and Statement of Additional Information,
and subject to such further limitations as the Trust may from time to time impose by written notice to the Adviser. The Adviser
shall act as the investment adviser to the Fund and, as such shall, (i) obtain and evaluate such information relating to the economy,
industries, business, securities markets and securities as it may deem necessary or useful in discharging its responsibilities
here under, (ii) formulate a continuing program for the investment of the assets of the Fund in a manner consistent with its investment
objective, policies and restrictions, and (iii) determine from time to time securities to be purchased, sold, retained or lent
by the Fund, and implement those decisions, including the selection of entities with or through which such purchases, sales or
loans are to be effected; provided, that the Adviser or its designee, directly, will place orders pursuant to its investment determinations
either directly with the issuer or with a broker or dealer, and if with a broker or dealer, (a) will attempt to obtain the best
price and execution of its orders, and (b) may nevertheless in its discretion purchase and sell portfolio securities from and to
brokers who provide the Adviser with research, analysis, advice and similar services and pay such brokers in return a higher commission
or spread than may be charged by other brokers. The Adviser also provides the Fund with all necessary office facilities and personnel
for servicing the Fund’s investments, compensates all officers, Trustees and employees of the Trust who are officers, directors
or employees of the Adviser, and all personnel of the Fund or the Adviser performing services relating to research, statistical
and investment activities
In addition, the Adviser,
subject to the supervision of the Board of Trustees, provides the management and supplemental administrative services necessary
for the operation of the Fund. These services include providing assistance in supervising relations with custodians, transfer and
pricing agents, accountants, underwriters and other persons dealing with the Fund; assisting in the preparing of all general shareholder
communications and conducting shareholder relations; assisting in maintaining the Fund’s records and the registration of
the Fund’s shares under federal
securities
laws and making necessary filings under state securities laws; assisting in developing management and shareholder services for
the Fund; and furnishing reports, evaluations and analyses on a variety of subjects to the Trustees.
The Fund pays an annual
management fee (computed daily and payable monthly) of 0.60% of the Fund’s average daily net assets to the Adviser pursuant
to the Advisory Agreement.
Expenses not expressly assumed
by the Adviser under the Advisory Agreement are paid by the Fund. Under the terms of the Advisory Agreement, the Fund is responsible
for the payment of the following expenses among others: (a) the fees payable to the Adviser, (b) the fees and expenses of Trustees
who are not affiliated persons of the Adviser or Distributor (as defined under the section entitled “The Distributor”)
(c) the fees and certain expenses of the Custodian and Transfer and Dividend Disbursing Agent, including the cost of maintaining
certain required records of the Fund and of pricing the Fund’s shares, (d) the charges and expenses of legal counsel and
independent accountants for the Fund, (e) brokerage commissions and any issue or transfer taxes chargeable to the Fund in connection
with its securities transactions, (f) all taxes and corporate fees payable by the Fund to governmental agencies, (g) the fees of
any trade association of which the Fund may be a member, (h) the cost of fidelity and liability insurance, (i) the fees and expenses
involved in registering and maintaining registration of the Fund and of shares with the SEC, qualifying its shares under state
securities laws, including the preparation and printing of the Fund’s registration statements and prospectuses for such purposes,
(j) all expenses of shareholders and Trustees’ meetings (including travel expenses of trustees and officers of the Trust
who are not directors, officers or employees of the Adviser) and of preparing, printing and mailing reports, proxy statements and
prospectuses to shareholders in the amount necessary for distribution to the shareholders and (k) litigation and indemnification
expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business.
The Advisory Agreement continues
in effect for two (2) years initially and shall continue from year to year provided such continuance is approved at least annually
by (a) a vote of the majority of the Independent Trustees, cast in person at a meeting specifically called for the purpose of voting
on such approval and by (b) the majority vote of either all of the Trustees or the vote of a majority of the outstanding shares
of the Fund. The Advisory Agreement may be terminated without penalty on 60 days written notice by a vote of a majority of the
Trustees or by the Adviser, or by holders of a majority of the Fund’s outstanding shares (with respect to that Fund). The
Advisory Agreement shall terminate automatically in the event of its assignment.
Codes of Ethics
The Trust, the Adviser and
the Distributor have each adopted codes of ethics (each a “Code”) under Rule 17j-1 under the 1940 Act that governs
the personal securities transactions of their board members, officers and employees who may have access to current trading information
of the Trust. Under the Codes, the Trustees are permitted to invest in securities that may also be purchased by the Fund.
In addition, the Trust has
adopted a code of ethics (the “Trust Code”), which applies only to the Trust’s executive officers to ensure that
these officers promote professional conduct in the practice of corporate governance and management. The purpose behind these guidelines
is to promote (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between
personal and professional relationships; (ii) full, fair, accurate, timely, and understandable disclosure in reports and documents
that the Trust files with, or submits to, the SEC and in other public communications made by the Fund; (iii) compliance with applicable
governmental laws, rule and regulations; (iv) the prompt internal reporting of violations of the Trust Code to an appropriate person
or persons identified in the Trust Code; and (v) accountability for adherence to the Trust Code.
Proxy Voting Policies
The Board has adopted Proxy
Voting Policies and Procedures (“Policies”) on behalf of the Trust, which delegate the responsibility for voting proxies
to the Adviser or its designee, subject to the Board’s continuing oversight. The Policies require that the Adviser or its
designee vote proxies received in a manner consistent with the best interests of the Fund and shareholders. The Policies also require
the Adviser or its designee to present to the Board, at least annually, the Adviser’s Proxy Policies, or the proxy policies
of the Adviser’s designee, and a record of each proxy voted by the Adviser or its designee on behalf of the Fund, including
a report on the resolution of all proxies identified by the Adviser as involving a conflict of interest.
Where a proxy proposal raises
a material conflict between the Adviser’s interests and the Fund’s interests, the Adviser will resolve the conflict
by voting in accordance with the policy guidelines or at the client’s directive using the recommendation of an independent
third party. If the third party’s recommendations are not received in a timely
fashion,
the Adviser will abstain from voting the securities held by that client’s account. A copy of the Adviser’s and proxy
voting policies is attached hereto as Appendix A.
More information.
Information regarding how the Fund voted proxies relating to portfolio securities held by the Fund during the most recent 12-month
period ending June 30 will be available (1) without charge, upon request, by calling the Fund at 877.658.9473; and (2) on the SEC’s
website at http://www.sec.gov. In addition, a copy of the Fund’s proxy voting policies and procedures are also available
by calling 877.658.9473 and will be sent within three business days of receipt of a request.
THE DISTRIBUTOR
Foreside Financial Service,
LLC, located at Three Canal Plaza, Suite 100, Portland, ME 04101 (the “Distributor”), serves as the principal underwriter
and national distributor for the shares of the Fund pursuant to an ETF Distribution Agreement with the Trust (the “Distribution
Agreement”). The Distributor is registered as a broker-dealer under the Securities Exchange Act of 1934 and each state’s
securities laws and is a member of FINRA. The offerings of the Shares are continuous and the Distributor acts as an agent for the
Trust. The Distributor will deliver a Prospectus to persons purchasing Shares in Creation Units and will maintain records of both
orders placed with it and confirmations of acceptance furnished by it. The Distributor has no role in determining the investments
or investment policies of the Fund.
The Distribution Agreement
provides that, unless sooner terminated, it will continue in effect for two years initially and thereafter shall continue from
year to year, subject to annual approval by (a) the Board or a vote of a majority of the outstanding shares, and (b) by a majority
of the Trustees who are not parties to the Distribution Agreement or the Trust’s distribution plan or interested persons
of the Trust or of the Distributor (“Qualified Trustees”) by vote cast in person at a meeting called for the purpose
of voting on such approval.
The Distribution Agreement
may at any time be terminated, without penalty by the Trust, by vote of a majority of the Qualified Trustees or by vote of a majority
of the outstanding shares of the Trust on 60 days' written notice to the other party. The Distribution Agreement will automatically
terminate in the event of its assignment.
The Fund does not pay the
Distributor any fees under the Distribution Agreement. However, the Advisor pays an annual fee to the Distributor plus reasonable
out-of-pocket expenses incurred by Distributor in connection with activities performed for the Fund, including, without limitation,
printing and distribution of prospectuses and shareholder reports, out of its own resources.
Rule 12b-1 Plans
The Trust, with respect
to the Fund, has adopted the Trust’s Master Distribution and Shareholder Servicing Plans pursuant to Rule 12b-1 under the
1940 Act (the "Plan") for Shares pursuant to which the Fund is authorized to pay the Distributor, as compensation for
Distributor's account maintenance services under the Plans. The Board has approved a distribution and shareholder servicing fee
at the rate of up to 0.25% of the Fund’s average daily net assets. Such fees are to be paid by the Fund monthly, or at such
other intervals as the Board shall determine. Such fees shall be based upon the Fund’s average daily net assets during the
preceding month, and shall be calculated and accrued daily. The Fund may pay fees to the Distributor at a lesser rate, as agreed
upon by the Board of Trustees and the Distributor. The Plan authorizes payments to the Distributor as compensation for providing
account maintenance services to Fund shareholders, including arranging for certain securities dealers or brokers, administrators
and others ("Recipients") to provide these services and paying compensation for these services. The Fund will bear their
own costs of distribution with respect to its shares. The Plan was adopted in order to permit the implementation of the Fund’s
method of distribution. No fees are currently paid by the Fund under the Plan, and there are no current plans to impose such fees.
In the event such fees were to be charged, over time they would increase the cost of an investment in the Fund.
The services to be provided
by Recipients may include, but are not limited to, the following: assistance in the offering and sale of Fund shares and in other
aspects of the marketing of the shares to clients or prospective clients of the respective recipients; answering routine inquiries
concerning the Fund; assisting in the establishment and maintenance of accounts or sub-accounts in the Fund and in processing purchase
and redemption transactions; making the Fund’s investment plan and shareholder services available; and providing such other
information and services to investors in shares of the Fund as the Distributor or the Trust, on behalf of the Fund, may reasonably
request. The distribution services shall also include any advertising and marketing services provided by or arranged by the Distributor
with respect to the Fund.
The Distributor is required
to provide a written report, at least quarterly to the Board of Trustees, specifying in reasonable detail the amounts expended
pursuant to the Plan and the purposes for which such expenditures were made. Further, the Distributor will inform the Board of
any Rule 12b-1 fees to be paid by the Distributor to Recipients.
The Plan may not be amended
to increase materially the amount of the Distributor's compensation to be paid by the Fund, unless such amendment is approved by
the vote of a majority of the outstanding voting securities of the affected class of the Fund (as defined in the 1940 Act). All
material amendments must be approved by a majority of the Board of Trustees and a majority of the Rule 12b-1 Trustees by votes
cast in person at a meeting called for the purpose of voting on the Plans. During the term of the Plans, the selection and nomination
of non-interested Trustees of the Trust will be committed to the discretion of current non-interested Trustees. The Distributor
will preserve copies of the Plans, any related agreements, and all reports, for a period of not less than six years from the date
of such document and for at least the first two years in an easily accessible place.
Any agreement related to
a Plan will be in writing and provide that: (a) it may be terminated by the Trust or the Fund at any time upon sixty days written
notice, without the payment of any penalty, by vote of a majority of the respective Rule 12b-1 Trustees, or by vote of a majority
of the outstanding voting securities of the Trust or the Fund; (b) it will automatically terminate in the event of its assignment
(as defined in the 1940 Act); and (c) it will continue in effect for a period of more than one year from the date of its execution
or adoption only so long as such continuance is specifically approved at least annually by a majority of the Board and a majority
of the Rule 12b-1 Trustees by votes cast in person at a meeting called for the purpose of voting on such agreement.
Robert Netzly, Darrell Jayroe,
Jacob Chandler and Keith Chandler serve as the portfolio managers of the Fund.
As of [ ], the portfolio
managers are responsible for the portfolio management of the following types of accounts in addition to the Funds:
Robert Netzly
Total Other Accounts
By Type
|
Total Number of Accounts by Account Type
|
Total Assets By Account Type
(in millions)
|
Number of Accounts by Type Subject to a Performance Fee
|
Total Assets By Account Type Subject to a
Performance Fee
(in millions)
|
Registered Investment Companies
|
[ ]
|
$[ ]
|
0
|
$0
|
Other Pooled Investment Vehicles
|
[ ]
|
$[ ]
|
0
|
$0
|
Other Accounts
|
[ ]
|
$[ ]
|
0
|
$0
|
Darrell Jayroe
Total Other Accounts
By Type
|
Total Number of Accounts by Account Type
|
Total Assets By Account Type
(in millions)
|
Number of Accounts by Type Subject to a Performance Fee
|
Total Assets By Account Type Subject to a Performance Fee
|
Registered Investment Companies
|
[ ]
|
$[ ]
|
0
|
$0
|
Other Pooled Investment Vehicles
|
[ ]
|
$[ ]
|
0
|
$0
|
Other Accounts
|
[ ]
|
$[ ]
|
0
|
$0
|
Jacob Chandler
Total Other Accounts
By Type
|
Total Number of Accounts by Account Type
|
Total Assets By Account Type
(in millions)
|
Number of Accounts by Type Subject to a Performance Fee
|
Total Assets By Account Type Subject to a
Performance Fee
(in millions)
|
Registered Investment Companies
|
[ ]
|
$[ ]
|
0
|
$0
|
Other Pooled Investment Vehicles
|
[ ]
|
$[ ]
|
0
|
$0
|
Other Accounts
|
[ ]
|
$[ ]
|
0
|
$0
|
Keith Chandler
Total Other Accounts
By Type
|
Total Number of Accounts by Account Type
|
Total Assets By Account Type
(in millions)
|
Number of Accounts by Type Subject to a Performance Fee
|
Total Assets By Account Type Subject to a
Performance Fee
(in millions)
|
Registered Investment Companies
|
[ ]
|
$[ ]
|
0
|
$0
|
Other Pooled Investment Vehicles
|
[ ]
|
$[ ]
|
0
|
$0
|
Other Accounts
|
[ ]
|
$[ ]
|
0
|
$0
|
Conflicts of Interest
As a general matter, certain
conflicts of interest may arise in connection with a portfolio manager's management of a Fund’s investments, on the one hand,
and the investments of other accounts for which the portfolio manager is responsible, on the other. For example, it is possible
that the various accounts managed could have different investment strategies that, at times, might conflict with one another to
the possible detriment of a Fund. Alternatively, to the extent that the same investment opportunities might be desirable for more
than one account, possible conflicts could arise in determining how to allocate them. Other potential conflicts might include conflicts
created by specific portfolio manager compensation arrangements, and conflicts relating to selection of brokers or dealers to execute
a Fund’s portfolio trades and/or specific uses of commissions from a Fund’s portfolio trades (for example, research,
or "soft dollars", if any). The Adviser has adopted policies and procedures and has structured the portfolio managers'
compensation in a manner reasonably designed to safeguard the Fund from being negatively affected as a result of any such potential
conflicts.
Compensation
Mr. Netzly is compensated
through a salary and equity participation in the Adviser. Mr. Jayroe is compensated through a salary and discretionary bonus. Keith
Chandler
Ownership of Securities
The following table shows
the dollar range of equity securities beneficially owned by the portfolio managers in the Fund as of [ ].
Name of Portfolio Manager
|
Dollar Range of Equity Securities in the Inspire Tactical Large Cap ESG ETF
|
Robert Netzly
|
$[ ]
|
Darrell Jayroe
|
$[ ]
|
Jacob Chandler
|
$[ ]
|
Keith Chandler
|
$[ ]
|
ALLOCATION OF PORTFOLIO BROKERAGE
Specific decisions to purchase
or sell securities for the Fund are made by the portfolio managers who are employees of the Adviser. The Adviser are authorized
by the Trustees to allocate the orders placed by them on behalf of the Fund to brokers or dealers who may, but need not, provide
research or statistical material or other services to the Fund or the Adviser for the Fund’s use. Such allocation is to be
in such amounts and proportions as the Adviser may determine.
In selecting a broker
or dealer to execute each particular transaction, the Adviser will take the following into consideration:
|
·
|
the best net price available;
|
|
·
|
the reliability, integrity and financial
condition of the broker or dealer;
|
|
·
|
the size of and difficulty in executing
the order; and
|
|
·
|
the value of the expected contribution
of the broker or dealer to the investment performance of the Fund on a continuing basis.
|
Brokers or dealers executing
a portfolio transaction on behalf of the Fund may receive a commission in excess of the amount of commission another broker or
dealer would have charged for executing the transaction if the Adviser determines in good faith that such commission is reasonable
in relation to the value of brokerage and research services provided to the Fund. In allocating portfolio brokerage, the Adviser
may select brokers or dealers who also provide brokerage, research and other services to other accounts over which the Adviser
exercises investment discretion. Some of the services received as the result of Fund transactions may primarily benefit accounts
other than the Fund, while services received as the result of portfolio transactions effected on behalf of those other accounts
may primarily benefit the Fund.
PORTFOLIO TURNOVER
The Fund’s portfolio
turnover rate is calculated by dividing the lesser of purchases or sales of portfolio securities for the fiscal year by the monthly
average of the value of the portfolio securities owned by the Fund during the fiscal year. The calculation excludes from both the
numerator and the denominator securities with maturities at the time of acquisition of one year or less. High portfolio turnover
involves correspondingly greater brokerage commissions and other transaction costs, which will be borne directly by the Fund. A
100% turnover rate would occur if all of a Fund’s portfolio securities were replaced once within a one-year period.
Fund Administration
Gemini Fund Services, LLC,
(the "Administrator"), which has its principal office at 4221 North 203rd Street, Suite 100, Elkhorn, Nebraska 68022-3474,
and is primarily in the business of providing administrative, fund accounting and transfer agent services to retail and institutional
mutual funds.
Pursuant to a Fund Services
Agreement with the Fund, the Administrator provides administrative services to the Fund, subject to the supervision of the Board.
The Administrator may provide persons to serve as officers of the Fund. Such officers may be directors, officers or employees of
the Administrator or its affiliates.
The Fund Services Agreement
is dated July 27, 2016. The agreement remained in effect for two years from the effective date of the agreement, and will remain
in effect subject to annual approval of the Board for one-year periods thereafter. The agreement is terminable by the Board or
the Administrator on ninety days' written notice and may be assigned provided the non-assigning party provides prior written consent.
This agreement provides that in the absence of
willful
misfeasance, bad faith or gross negligence on the part of the Administrator or reckless disregard of its obligations thereunder,
the Administrator shall not be liable for any action or failure to act in accordance with its duties thereunder.
Under the Fund Services
Agreement, the Administrator provides facilitating administrative services, including: (i) providing services of persons competent
to perform such administrative and clerical functions as are necessary to provide effective administration of the Fund; (ii) facilitating
the performance of administrative and professional services to the Fund by others, including the Custodian; (iii) preparing, but
not paying for, the periodic updating of the Fund’s Registration Statement, Prospectuses and Statements of Additional Information
in conjunction with Fund counsel, including the printing of such documents for the purpose of filings with the SEC and state securities
administrators, and preparing reports to the Fund's shareholders and the SEC; (iv) preparing in conjunction with Fund counsel,
but not paying for, all filings under the securities or "Blue Sky" laws of such states or countries as are designated
by the Distributor, which may be required to register or qualify, or continue the registration or qualification, of the Fund and/or
its shares under such laws; (v) preparing notices and agendas for meetings of the Board and minutes of such meetings in all matters
required by the 1940 Act to be acted upon by the Board; and (vi) monitoring daily and periodic compliance with respect to all requirements
and restrictions of the 1940 Act, the Internal Revenue Code and the Prospectus.
The Administrator also provides
the Fund with accounting services, including: (i) daily computation of net asset value; (ii) maintenance of security ledgers and
books and records as required by the 1940 Act; (iii) production of the Fund's listing of portfolio securities and general ledger
reports; (iv) reconciliation of accounting records; (v) calculation of yield and total return for the Fund; (vi) maintenance of
certain books and records described in Rule 31a-1 under the 1940 Act, and reconciliation of account information and balances among
the Custodian and Adviser; and (vii) monitoring and evaluation of daily income and expense accruals, and sales and redemptions
of shares of the Fund.
Effective February 1, 2019,
NorthStar Financial Services Group, LLC, the parent company of Gemini Fund Services, LLC and its affiliated company including Northern
Lights Compliance Services, LLC (collectively, the “Gemini Companies”), sold its interest in the Gemini Companies to
a third party private equity firm that contemporaneously acquired Ultimus Fund Solutions, LLC (an independent mutual fund administration
firm) and its affiliates (collectively, the “Ultimus Companies”). As a result of these separate transactions,
the Gemini Companies and the Ultimus Companies are now indirectly owned through a common parent entity, The Ultimus Group, LLC.
For administrative services
rendered to the Fund under the agreement, the Fund pay the Administrator the greater of an annual minimum fee or an asset based
fee, which scales downward based upon net assets. For the fund accounting services rendered to the Fund under the Agreement, the
Fund pay the Administrator the greater of an annual minimum fee or an asset based fee, which scales downward based upon net assets.
The Fund also pay the Administrator for any out-of-pocket expenses.
Transfer Agent
Brown Brothers Harriman
& Co. (“BBH”), located at 50 Post Office Square, Boston, MA 02110, acts as transfer, dividend disbursing, and shareholder
servicing agent for the Fund pursuant to written agreement with Fund (the “Transfer Agent”). Under the agreement, the
Transfer Agent is responsible for administering and performing transfer agent functions, dividend distribution, shareholder administration,
and maintaining necessary records in accordance with applicable rules and regulations.
Custodian
BBH, located at 50 Post
Office Square, Boston, MA 02110 (the "Custodian"), serves as the custodian of the Fund’s assets pursuant to a Custodian
and Transfer Agent Agreement by and between the Custodian and the Trust on behalf of the Fund. The Custodian's responsibilities
include safeguarding and controlling the Fund’s cash and securities, handling the receipt and delivery of securities, and
collecting interest and dividends on the Fund’s investments. Pursuant to the Custodian and Transfer Agent Agreement, the
Custodian also maintains original entry documents and books of record and general ledgers; posts cash receipts and disbursements;
and records purchases and sales based upon communications from the Adviser. The Fund may employ foreign sub-custodians that are
approved by the Board to hold foreign assets.
Securities Lending Activities
Brown Brothers Harriman
& Co. (“BBH”) serves as the Fund’s securities lending agent pursuant to a Securities Lending Agency Agreement
between BBH and the Trust on behalf of the Fund.
Compliance Officer
Northern Lights Compliance
Services, LLC (“NLCS”), 4221 North 203rd Street, Suite 100, Elkhorn, Nebraska 68022-3474, an affiliate of the Administrator
and the Distributor, provides a Chief Compliance Officer to the Trust as well as related compliance services pursuant to a consulting
agreement between NLCS and the Trust. NLCS’s compliance services consist primarily of reviewing and assessing the policies
and procedures of the Trust and its service providers pertaining to compliance with applicable federal securities laws, including
Rule 38a-1 under the 1940 Act. For the compliance services rendered to the Fund, the Fund pay NLCS a one-time fee plus an annual
asset based fee, which scales downward based upon net assets. The Fund also pay NLCS for any out-of-pocket expenses.
Index Provider
Each Underlying Index is
an index sponsored, created, compiled, and maintained by the Adviser.
In order to minimize any
potential for conflicts caused by the fact that the Adviser acts as both the Underlying Index provider and investment adviser to
the Fund, the Fund will post on their website on each day that the NYSE, the relevant Exchange and the Trust are open for business
(a "Business Day"), before commencement of trading of shares on the Exchange, the identities and quantities of the portfolio
securities, assets and other positions held by a Fund that will form the basis for the Fund's calculation of NAV at the end of
the Business Day.
The Adviser does not charge
a licensing fee for the Fund to use the Underlying Indexes. If the Adviser were to no longer serve as the adviser to the Fund,
it may determine to no longer allow the Fund to use the Underlying Indexes as part of the Fund’s strategy or to charge a
fee for the Fund to do so. Such an event could result in the Fund having to change their investment strategies, liquidation, or
an increase to the Fund’s expense ratio.
DESCRIPTION OF SHARES
Each share of beneficial
interest of the Trust has one vote in the election of Trustees. Cumulative voting is not authorized for the Trust. This means that
the holders of more than 50% of the shares voting for the election of Trustees can elect 100% of the Trustees if they choose to
do so, and, in that event, the holders of the remaining shares will be unable to elect any Trustees.
Shareholders of the Trust
and any other future series of the Trust will vote in the aggregate and not by series except as otherwise required by law or when
the Board determines that the matter to be voted upon affects only the interest of the shareholders of a particular series or classes.
Matters such as election of Trustees are not subject to separate voting requirements and may be acted upon by shareholders of the
Trust voting without regard to series.
The Trust is authorized
to issue an unlimited number of shares of beneficial interest. Each share has equal, per-class, dividend, distribution and liquidation
rights. There are no conversion or preemptive rights applicable to any shares of the Fund. All shares issued are fully paid and
non-assessable.
ANTI-MONEY LAUNDERING PROGRAM
The Trust has established
an Anti-Money Laundering Compliance Program (the "Program") as required by the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 ("USA PATRIOT Act"). To ensure compliance
with this law, the Trust's Program provides for the development of internal practices, procedures and controls, designation of
anti-money laundering compliance officers, an ongoing training program and an independent audit function to determine the effectiveness
of the Program. The Trust's secretary serves as its Anti-Money Laundering Compliance Officer.
Procedures to implement
the Program include, but are not limited to, determining that a Fund’s Distributor and Transfer Agent have established proper
anti-money laundering procedures, reporting suspicious and/or fraudulent activity and a providing a complete and thorough review
of all new opening account applications. The Trust will not transact business with any person or entity whose identity cannot be
adequately verified under the provisions of the USA PATRIOT Act.
As a result of the Program,
the Trust may be required to "freeze" the account of a shareholder if the shareholder appears to be involved in suspicious
activity or if certain account information matches information on government lists of known terrorists or other suspicious persons,
or the Trust may be required to transfer the account or proceeds of the account to a governmental agency.
PURCHASE, REDEMPTION AND PRICING
OF SHARES
Calculation of Share Price
As indicated in the Prospectus
under the heading "How Shares are Priced," NAV of a Fund's shares is determined by dividing the total value of a Fund's
portfolio investments and other assets, less any liabilities, by the total number of shares outstanding of a Fund.
Generally, the Fund’s
domestic securities (including underlying ETFs which hold portfolio securities primarily listed on foreign (non-U.S.) exchanges)
are valued each day at the last quoted sales price on each security’s primary exchange. Securities traded or dealt in upon
one or more securities exchanges for which market quotations are readily available and not subject to restrictions against resale
shall be valued at the last quoted sales price on the primary exchange or, in the absence of a sale on the primary exchange, at
the mean between the current bid and ask prices on such exchange. Securities primarily traded in the NASDAQ National Market System
for which market quotations are readily available shall be valued using the NASDAQ Official Closing Price. If market quotations
are not readily available, securities will be valued at their fair market value as determined in good faith by the Fund’s
fair value committee in accordance with procedures approved by the Board and as further described below. Securities that are not
traded or dealt in any securities exchange (whether domestic or foreign) and for which over-the-counter market quotations are readily
available generally shall be valued at the last sale price or, in the absence of a sale, at the mean between the current bid and
ask price on such over-the- counter market.
Certain securities or investments
for which daily market quotes are not readily available may be valued, pursuant to guidelines established by the Board, with reference
to other securities or indices. Debt securities not traded on an exchange may be valued at prices supplied by a pricing agent(s)
based on broker or dealer supplied valuations or matrix pricing, a method of valuing securities by reference to the value of other
securities with similar characteristics, such as rating, interest rate and maturity. Short-term investments having a maturity of
60 days or less may be generally valued at amortized cost when it approximated fair value.
Exchange traded options
are valued at the last quoted sales price or, in the absence of a sale, at the mean between the current bid and ask prices on the
exchange on which such options are traded. Futures and options on futures are valued at the settlement price determined by the
exchange, or, if no settlement price is available, at the last sale price as of the close of business prior to when the Fund calculate
NAV. Other securities for which market quotes are not readily available are valued at fair value as determined in good faith by
the Board or persons acting at their direction. Swap
agreements
and other derivatives are generally valued daily depending on the type of instrument and reference assets based upon market prices,
the mean between bid and asked prices quotations from market makers or by a pricing service or other parties in accordance with
the valuation procedures approved by the Board.
Under certain circumstances,
the Fund may use an independent pricing service to calculate the fair market value of foreign equity securities on a daily basis
by applying valuation factors to the last sale price or the mean price as noted above. The fair market values supplied by the independent
pricing service will generally reflect market trading that occurs after the close of the applicable foreign markets of comparable
securities or the value of other instruments that have a strong correlation to the fair-valued securities. The independent pricing
service will also take into account the current relevant currency exchange rate. A security that is fair valued may be valued at
a price higher or lower than actual market quotations or the value determined by other funds using their own fair valuation procedures.
Because foreign securities may trade on days when Shares are not priced, the value of securities held by the Fund can change on
days when Shares cannot be redeemed or purchased. In the event that a foreign security’s market quotations are not readily
available or are deemed unreliable (for reasons other than because the foreign exchange on which it trades closed before the Fund’s
calculation of NAV), the security will be valued at its fair market value as determined in good faith by the Fund’s fair
value committee in accordance with procedures approved by the Board as discussed below. Without fair valuation, it is possible
that short-term traders could take advantage of the arbitrage opportunity and dilute the NAV of long-term investors. Fair valuation
of the Fund’s portfolio securities can serve to reduce arbitrage opportunities available to short-term traders, but there
is no assurance that it will prevent dilution of the Fund’s NAV by short-term traders. In addition, because the Fund may
invest in underlying ETFs which hold portfolio securities primarily listed on foreign (non-U.S.) exchanges, and these exchanges
may trade on weekends or other days when the underlying ETFs do not price their shares, the value of these portfolio securities
may change on days when you may not be able to buy or sell Shares.
Investments initially valued
in currencies other than the U.S. dollar are converted to U.S. dollars using exchange rates obtained from pricing services or other
parties in accordance with the valuation procedures approved by the Board. As a result, the NAV of the Shares may be affected by
changes in the value of currencies in relation to the U.S. dollar. The value of securities traded in markets outside the United
States or denominated in currencies other than the U.S. dollar may be affected significantly on a day that the Exchange is closed
and an investor is not able to purchase, redeem or exchange Shares.
Shares are valued at the
close of regular trading on the Exchange (normally 4:00 p.m., Eastern time) (the "Exchange Close") on each day that the
Exchange is open. For purposes of calculating the NAV, the Fund normally use pricing data for domestic equity securities received
shortly after the Exchange Close and does not normally take into account trading, clearances or settlements that take place after
the Exchange Close. Domestic fixed income and foreign securities are normally priced using data reflecting the earlier closing
of the principal markets for those securities. Information that becomes known to the Fund or its agents after the NAV has been
calculated on a particular day will not generally be used to retroactively adjust the price of the security or the NAV determined
earlier that day.
When market quotations are
insufficient or not readily available, the Fund may value securities at fair value or estimate their value as determined in good
faith by the Board or its designees, pursuant to procedures approved by the Board. Fair valuation may also be used by the Board
if extraordinary events occur after the close of the relevant market but prior to the Exchange Close.
Creation Units
The Fund sells and redeems
Shares in Creation Units on a continuous basis through the Distributor, without a sales load, at the NAV next determined after
receipt of an order in proper form on any Business Day. A “Business Day” is any day on which the Exchange is open for
business. As of the date of this SAI, the Exchange observes the following 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.
A Creation Unit is an aggregation
of [50,000] Shares for the Fund. The Board may declare a split or a consolidation in the number of Shares outstanding of a Fund
or Trust, and make a corresponding change in the number of Shares in a Creation Unit.
Authorized Participants
Only Authorized Participants
may purchase or redeem Creation Units. In order to be an Authorized Participant, a firm must be either a broker-dealer or other
participant (“Participating Party”) in the Continuous Net Settlement System (“Clearing Process”) of the
National Securities Clearing Corporation (“NSCC”) or a participant in DTC with access to the DTC system (“DTC
Participant”), and you must execute an agreement (“Participant Agreement”) with the Distributor that governs
transactions in the Fund’s Creation Units.
Investors who are not Authorized
Participants but want to transact in Creation Units may contact the Distributor for the names of Authorized Participants. An Authorized
Participant may require investors to enter into a separate agreement to transact through it for Creation Units and may require
orders for purchases of shares placed with it to be in a particular form. Investors transacting through a broker that is not itself
an Authorized Participant and therefore must still transact through an Authorized Participant may incur additional charges. There
are expected to be a limited number of Authorized Participants at any one time.
Orders must be transmitted
by an Authorized Participant by telephone or other transmission method acceptable to the Distributor. Market disruptions and telephone
or other communication failures may impede the transmission of orders.
Transaction Fees
A fixed fee payable to the
Custodian is imposed on each creation and redemption transaction regardless of the number of Creation Units involved in the transaction
(“Fixed Fee”). Purchases and redemptions of Creation Units for cash or involving cash-in-lieu (as defined below) are
required to pay an additional variable charge to compensate the Fund and its ongoing shareholders for brokerage and market impact
expenses relating to Creation Unit transactions (“Variable Charge,” and together with the Fixed Fee, the “Transaction
Fees”). With the approval of the Board, the Adviser may waive or adjust the Transaction Fees, including the Fixed Fee and/or
Variable Charge (shown in the table below), from time to time. In such cases, the Authorized Participant will reimburse the Fund
for, among other things, any difference between the market value at which the securities and/or financial instruments were purchased
by a Fund and the cash-in-lieu amount, applicable registration fees, brokerage commissions and certain taxes. In addition, purchasers
of Creation Units are responsible for the costs of transferring the Deposit Securities to the account of a Fund.
Investors who use the services
of a broker, or other such intermediary may be charged a fee for such services. The Transaction Fee for the Fund is listed in the
table below.
Fee for In-Kind and Cash Purchases
|
Maximum Additional Variable Charge for Cash Purchases*
|
$[ ]
|
2.00%
|
|
*
|
As a percentage of the amount invested.
|
The Clearing Process
Transactions by an Authorized
Participant that is a Participating Party using the NSCC system are referred to as transactions “through the Clearing Process.”
Transactions by an Authorized Participant that is a DTC Participant using the DTC system are referred to as transactions “outside
the Clearing Process.” The Clearing Process is an enhanced clearing process that is available only for certain securities
and only to DTC participants that are also participants in the Continuous Net Settlement System of the NSCC. In-kind (portions
of) purchase orders not subject to the Clearing Process will go through a manual clearing process run by DTC. Portfolio Deposits
that include government securities must be delivered through the Federal Reserve Bank wire transfer system (“Federal Reserve
System”). Fund Deposits that include cash may be delivered through the Clearing Process or the Federal Reserve System. In-kind
deposits of securities for orders outside the Clearing Process must be delivered through the Federal Reserve System (for government
securities) or through DTC (for corporate securities).
Foreign Securities
Because the portfolio securities
of the Fund may trade on days that the Exchange is closed or are otherwise not Business Days for the Fund, shareholders may not
be able to redeem their shares of the Fund, or to purchase or sell shares of the Fund on the Exchange, on days when the NAV of
the Fund could be significantly affected by events in the relevant foreign markets.
Purchasing Creation Units
Portfolio Deposit
The consideration for a
Creation Unit generally consists of the Deposit Securities and a Cash Component. Together, the Deposit Securities and the Cash
Component constitute the “Portfolio Deposit.” The Cash Component serves the function of compensating for any differences
between the net asset value per Creation Unit and the Deposit Securities. Thus, the Cash Component is equal to the difference between
(x) the net asset value per Creation Unit of the Fund and (y) the market value of the Deposit Securities. If (x) is more than (y),
the Authorized Participant will pay the
Cash
Component to a Fund. If (x) is less than (y), the Authorized Participant will receive the Cash Component from a Fund.
On each Business Day, prior
to the opening of business on the Exchange (currently 9:30 a.m., Eastern Time), the Adviser through the Custodian makes available
through NSCC the name and amount of each Deposit Security in the current Portfolio Deposit (based on information at the end of
the previous Business Day) for a Fund and the (estimated) Cash Component, effective through and including the previous Business
Day, per Creation Unit. The Deposit Securities announced are applicable to purchases of Creation Units until the next announcement
of Deposit Securities.
The Deposit Securities may
change and as rebalancing adjustments and corporate action events of the Underlying Index are reflected from time to time by the
Adviser in a Fund’s portfolio. The Deposit Securities may also change in response to the rebalancing and/or constitution
of the Underlying Index. These adjustments will reflect changes known to the Adviser on the date of announcement to be in effect
by the time of delivery of the Portfolio Deposit.
Payment of any stamp duty
or the like shall be the sole responsibility of the Authorized Participant purchasing a Creation Unit. The Authorized Participant
must ensure that all Deposit Securities properly denote change in beneficial ownership.
Custom Orders and Cash-in-Lieu
The Fund may, in its sole
discretion, permit or require the substitution of an amount of cash (“cash-in-lieu”) to be added to the Cash Component
to replace any Deposit Security. The Fund may permit or require cash-in-lieu when, for example, a Deposit Security may not be available
in sufficient quantity for delivery or may not be eligible for transfer through the systems of DTC or the Clearing Process. Similarly,
a Fund may permit or require cash in lieu of Deposit Securities when, for example, the Authorized Participant or its underlying
investor is restricted under U.S. or local securities laws or policies from transacting in one or more Deposit Securities. The
Fund will comply with the federal securities laws in accepting Deposit Securities including that the Deposit Securities are sold
in transactions that would be exempt from registration under the Securities Act. All orders involving cash-in-lieu are considered
to be “Custom Orders.”
Purchase Orders
To order a Creation Unit,
an Authorized Participant must submit an irrevocable purchase order to the Distributor.
Timing of Submission of Purchase Orders
An Authorized Participant
must submit an irrevocable purchase order no later than the earlier of (i) 4:00 p.m. Eastern Time or (ii) the closing time of the
bond markets and/or the trading session on the Exchange, on any Business Day in order to receive that Business Day’s NAV
(“Cut-off Time”). The Cut-off Time for Custom Orders is generally two hours earlier. The Business Day the order is
deemed received by the Distributor is referred to as the “Transmittal Date.” An order to create Creation Units is deemed
received on a Business Day if (i) such order is received by the Distributor by the Cut-off Time on such day and (ii) all other
procedures set forth in the Participant Agreement are properly followed. Persons placing or effectuating custom orders and/or orders
involving cash should be mindful of time deadlines imposed by intermediaries, such as DTC and/or the Federal Reserve Bank wire
system, which may impact the successful processing of such orders to ensure that cash and securities are transferred by the “Settlement
Date,” which is generally the Business Day immediately following the Transmittal Date (“T+1”) for cash and the
third Business Day following the Transmittal Date for securities (“T+3”).
Orders Using the Clearing Process
If available, (portions
of) orders may be settled through the Clearing Process. In connection with such orders, the Distributor transmits, on behalf of
the Authorized Participant, such trade instructions as are necessary to effect the creation order. Pursuant to such trade instructions,
the Authorized Participant agrees to deliver the requisite Portfolio Deposit to a Fund, together with such additional information
as may be required by the Distributor. Cash Components will be delivered using either the Clearing Process or the Federal Reserve
System.
Orders Outside the Clearing Process
If the Clearing Process
is not available for (portions of) an order, Portfolio Deposits will be made outside the Clearing Process. Orders outside the Clearing
Process must state that the DTC Participant is not using the Clearing Process and that the creation of Creation Units will be effected
through DTC. The Portfolio Deposit transfer must be ordered by the DTC Participant on the Transmittal Date in a timely fashion
so as to ensure the delivery of Deposit
Securities
(whether standard or custom) through DTC to a Fund account by 11:00 a.m., Eastern time, on T+1. The Cash Component, along with
any cash-in-lieu and Transaction Fee, must be transferred directly to the Custodian through the Federal Reserve System in a timely
manner so as to be received by the Custodian no later than 12:00 p.m., Eastern Time, on T+1. If the Custodian does not receive
both the Deposit Securities and the cash by the appointed time, the order may be canceled. A canceled order may be resubmitted
the following Business Day but must conform to that Business Day’s Portfolio Deposit. Authorized Participants that submit
a canceled order will be liable to a Fund for any losses incurred by a Fund in connection therewith.
Orders involving foreign
Deposit Securities are expected to be settled outside the Clearing Process. Thus, upon receipt of an irrevocable purchase order,
the Distributor will notify the Adviser and the Custodian of such order. The Custodian, who will have caused the appropriate local
sub-custodian(s) of a Fund to maintain an account into which an Authorized Participant may deliver Deposit Securities (or cash-in-lieu),
with adjustments determined by the Fund, will then provide information of the order to such local sub-custodian(s). The ordering
Authorized Participant will then deliver the Deposit Securities (and any cash-in-lieu) to a Fund’s account at the applicable
local sub-custodian. The Authorized Participant must also make available on or before the contractual settlement date, by means
satisfactory to a Fund, immediately available or same day funds in U.S. dollars estimated by the Fund to be sufficient to pay the
Cash Component and Transaction Fee. When a relevant local market is closed due to local market holidays, the local market settlement
process will not commence until the end of the local holiday period. Settlement must occur by 2:00 p.m., Eastern Time, on the contractual
settlement date.
Acceptance of Purchase Order
All questions as to the
number of shares of each security in the Deposit Securities and the validity, form, eligibility and acceptance for deposit of any
securities to be delivered shall be determined by a Fund. A Fund’s determination shall be final and binding.
The Fund reserves the absolute
right to reject or revoke acceptance of a purchase order transmitted to it by the Distributor if (a) the order is not in proper
form; (b) the investor(s), upon obtaining the shares ordered, would own 80% or more of the currently outstanding shares of the
Fund; (c) the Deposit Securities delivered do not conform to the Deposit Securities for the applicable date; (d) acceptance of
the Deposit Securities would have certain adverse tax consequences to the Fund; (e) the acceptance of the Portfolio Deposit would,
in the opinion of counsel, be unlawful; (f) the acceptance of the Portfolio Deposit would otherwise, in the discretion of the Trust,
Fund or the Adviser, have an adverse effect on the Trust, Fund or the rights of beneficial owners; or (g) in the event that circumstances
outside the control of the Trust, the Distributor and the Adviser make it for all practical purposes impossible to process purchase
orders. Examples of such circumstances include acts of God; public service or utility problems resulting in telephone, telecopy
or computer failures; fires, floods or extreme weather conditions; market conditions or activities causing trading halts; systems
failures involving computer or other informational systems affecting the Trust, the Distributor, DTC, NSCC, the Adviser, the Custodian,
a sub-custodian or any other participant in the creation process; and similar extraordinary events. The Distributor shall notify
an Authorized Participant of its rejection of the order. The Fund, the Custodian, any sub-custodian and the Distributor are under
no duty, however, to give notification of any defects or irregularities in the delivery of Portfolio Deposits, and they shall not
incur any liability for the failure to give any such notification.
Issuance of a Creation Unit
Once a Fund has accepted
an order, upon next determination of the Fund’s NAV, the Fund will confirm the issuance of a Creation Unit, against receipt
of payment, at such NAV. The Distributor will transmit a confirmation of acceptance to the Authorized Participant that placed the
order.
Except as provided below,
a Creation Unit will not be issued until a Fund obtains good title to the Deposit Securities and the Cash Component, along with
any cash-in-lieu and Transaction Fee. Except as provided in Appendix C, the delivery of Creation Units will generally occur no
later than T+3.
In certain cases, Authorized
Participants will create and redeem Creation Units on the same trade date. In these instances, the Trust reserves the right to
settle these transactions on a net basis.
With respect to orders involving
foreign Deposit Securities, when the applicable local sub-custodian(s) have confirmed to the Custodian that the Deposit Securities
(or cash-in-lieu) have been delivered to a Fund’s account at the applicable local sub-custodian(s), the Distributor and the
Adviser shall be notified of such delivery, and the Fund will issue and cause the delivery of the Creation Unit. While, as stated
above, Creation Units are generally delivered on T+3, the Fund may settle Creation Unit transactions on a basis other than T+3
in order to accommodate foreign market holiday schedules, to account for different treatment among foreign and U.S. markets of
dividend record dates and ex-dividend
dates
(that is the last day the holder of a security can sell the security and still receive dividends payable on the security), and
in certain other circumstances.
A Fund may issue a Creation
Unit prior to receiving good title to the Deposit Securities, under the following circumstances. Pursuant to the applicable Participant
Agreement, the Fund may issue a Creation Unit notwithstanding that (certain) Deposit Securities have not been delivered, in reliance
on an undertaking by the relevant Authorized Participant to deliver the missing Deposit Securities as soon as possible, which undertaking
is secured by such Authorized Participant’s delivery to and maintenance with the Custodian of collateral having a value equal
to at least 115% of the value of the missing Deposit Securities (“Collateral”), as adjusted by time to time by the
Adviser. Such Collateral will have a value greater than the NAV of the Creation Unit on the date the order is placed. Such collateral
must be delivered no later than 2:00 p.m., Eastern Time, on T+1. The only Collateral that is acceptable to the Fund is cash in
U.S. Dollars.
While (certain) Deposit
Securities remain undelivered, the Collateral shall at all times have a value equal to at least 115% (as adjusted by the Adviser)
of the daily marked-to-market value of the missing Deposit Securities. At any time, the Fund may use the Collateral to purchase
the missing securities, and the Authorized Participant will be liable to the Fund for any costs incurred thereby or losses resulting
therefrom, whether or not they exceed the amount of the Collateral, including any Transaction Fee, any amount by which the purchase
price of the missing Deposit Securities exceeds the market value of such securities on the Transmittal Date, brokerage and other
transaction costs. The Trust will return any unused Collateral once all of the missing securities have been received by the Fund.
More information regarding the Fund’s current procedures for collateralization is available from the Distributor.
Cash Purchase Method
When cash purchases of Creation
Units are available or specified for a Fund, they will be effected in essentially the same manner as in-kind purchases. In the
case of a cash purchase, the investor must pay the cash equivalent of the Portfolio Deposit. In addition, cash purchases will be
subject to Transaction Fees, as described above.
Notice to Texas Shareholders
Under section 72.1021(a)
of the Texas Property Code, initial investors in a Fund who are Texas residents may designate a representative to receive notices
of abandoned property in connection with Shares. Texas shareholders who wish to appoint a representative should notify the Trust’s
Transfer Agent by writing to the address below to obtain a form for providing written notice to the Trust:
Inspire Tactical Large Cap
ESG ETF;
c/o Gemini Fund Services,
LLC
4221 North 203rd Street,
Suite 100
Elkhorn, Nebraska 68022-3474
Redeeming a Creation Unit
Redemption Basket
The consideration received
in connection with the redemption of a Creation Unit generally consists of an in-kind basket of designated securities (“Redemption
Securities”) and a Cash Component. Together, the Redemption Securities and the Cash Component constitute the “Redemption
Basket.”
There can be no assurance
that there will be sufficient liquidity in Shares in the secondary market to permit assembly of a Creation Unit. In addition, investors
may incur brokerage and other costs in connection with assembling a Creation Unit.
The Cash Component serves
the function of compensating for any differences between the net asset value per Creation Unit and the Redemption Securities. Thus,
the Cash Component is equal to the difference between (x) the net asset value per Creation Unit of the Fund and (y) the market
value of the Redemption Securities. If (x) is more than (y), the Authorized Participant will receive the Cash Component from a
Fund. If (x) is less than (y), the Authorized Participant will pay the Cash Component to a Fund.
If the Redemption Securities
on a Business Day are different from the Deposit Securities, prior to the opening of business on the Exchange (currently 9:30 a.m.,
Eastern Time), the Adviser through the Custodian makes available through NSCC the name and amount of each Redemption Security in
the current Redemption Basket (based on
information
at the end of the previous Business Day) for a Fund and the (estimated) Cash Component, effective through and including the previous
Business Day, per Creation Unit. If the Redemption Securities on a Business Day are different from the Deposit Securities, all
redemption requests that day will be processed outside the Clearing Process.
The Redemption Securities
may change as rebalancing adjustments and corporate action events of the Underlying Index are reflected from time to time by the
Adviser in a Fund’s portfolio. The Redemption Securities may also change in response to the rebalancing and/or reconstitution
of the Underlying Index. These adjustments will reflect changes known to the Adviser on the date of announcement to be in effect
by the time of delivery of the Redemption Basket.
The right of redemption
may be suspended or the date of payment postponed: (i) for any period during which the NYSE is closed (other than customary weekend
and holiday closings); (ii) for any period during which trading on the NYSE is suspended or restricted; (iii) for any period during
which an emergency exists as a result of which disposal of the Shares or determination of the ETF’s NAV is not reasonably
practicable; or (iv) in such other circumstances as permitted by the SEC, including as described below.
Custom Redemptions and Cash-in-Lieu
The Fund may, in its sole
discretion, permit or require the substitution of cash-in-lieu to be added to the Cash Component to replace any Redemption Security.
The Fund may permit or require cash-in-lieu when, for example, a Redemption Security may not be available in sufficient quantity
for delivery or may not be eligible for transfer through the systems of DTC or the Clearing Process. Similarly, the Fund may permit
or require cash-in-lieu of Redemption Securities when, for example, the Authorized Participant or its underlying investor is restricted
under U.S. or local securities law or policies from transacting in one or more Redemption Securities. The Fund will comply with
the federal securities laws in satisfying redemptions with Redemption Securities, including that the Redemption Securities are
sold in transactions that would be exempt from registration under the Securities Act. All redemption requests involving cash-in-lieu
are considered to be “Custom Redemptions.”
Redemption Requests
To redeem a Creation Unit,
an Authorized Participant must submit an irrevocable redemption request to the Distributor.
An Authorized Participant
submitting a redemption request is deemed to represent to a Fund that it or, if applicable, the investor on whose behalf it is
acting, (i) owns outright or has full legal authority and legal beneficial right to tender for redemption the Creation Unit to
be redeemed and can receive the entire proceeds of the redemption, and (ii) all of the Shares that are in the Creation Unit to
be redeemed have not been borrowed, loaned or pledged to another party nor are they the subject of a repurchase agreement, securities
lending agreement or such other arrangement that would preclude the delivery of such Shares to the Fund. The Fund reserves the
absolute right, in its sole discretion, to verify these representations, but will typically require verification in connection
with higher levels of redemption activity and/or short interest in a Fund. If the Authorized Participant, upon receipt of a verification
request, does not provide sufficient verification of the requested representations, the redemption request will not be considered
to be in proper form and may be rejected by a Fund.
Timing of Submission of Redemption Requests
An Authorized Participant
must submit an irrevocable redemption order no later than the Cut-off Time. The Cut-off Time for Custom Orders is generally two
hours earlier. The Business Day the order is deemed received by the Distributor is referred to as the “Transmittal Date.”
A redemption request is deemed received if (i) such order is received by the Distributor by the Cut-off Time on such day and (ii)
all other procedures set forth in the Participant Agreement are properly followed. Persons placing or effectuating Custom Redemptions
and/or orders involving cash should be mindful of time deadlines imposed by intermediaries, such as DTC and/or the Federal Reserve
System, which may impact the successful processing of such orders to ensure that cash and securities are transferred by the Settlement
Date, as defined above.
Requests Using the Clearing Process
If available, (portions
of) redemption requests may be settled through the Clearing Process. In connection with such orders, the Distributor transmits
on behalf of the Authorized Participant, such trade instructions as are necessary to effect the redemption. Pursuant to such trade
instructions, the Authorized Participant agrees to deliver the requisite Creation Unit(s) to a Fund, together with such additional
information as may be required by the Distributor. Cash Components will be delivered using either the Clearing Process or the Federal
Reserve System, as described above.
Requests Outside the Clearing Process
If the Clearing Process
is not available for (portions of) an order, Redemption Baskets will be delivered outside the Clearing Process. Orders outside
the Clearing Process must state that the DTC Participant is not using the Clearing Process and that the redemption will be effected
through DTC. The Authorized Participant must transfer or cause to be transferred the Creation Unit(s) of shares being redeemed
through the book-entry system of DTC so as to be delivered through DTC to the Custodian by 10:00 a.m., Eastern Time, on received
T+1. In addition, the Cash Component must be received by the Custodian by 12:00 p.m., Eastern Time, on T+1. If the Custodian does
not receive the Creation Unit(s) and Cash Component by the appointed times on T+1, the redemption will be rejected, except in the
circumstances described below. A rejected redemption request may be resubmitted the following Business Day.
Orders involving foreign
Redemption Securities are expected to be settled outside the Clearing Process. Thus, upon receipt of an irrevocable redemption
request, the Distributor will notify the Adviser and the Custodian. The Custodian will then provide information of the redemption
to the Fund’s local sub-custodian(s). The redeeming Authorized Participant, or the investor on whose behalf is acting, will
have established appropriate arrangements with a broker-dealer, bank or other custody provider in each jurisdiction in which the
Redemption Securities are customarily traded and to which such Redemption Securities (and any cash-in-lieu) can be delivered from
the Fund’s accounts at the applicable local sub-custodian(s).
Acceptance of Redemption Requests
All questions as to the
number of shares of each security in the Deposit Securities and the validity, form, eligibility and acceptance for deposit of any
securities to be delivered shall be determined by the Trust. The Trust’s determination shall be final and binding.
Delivery of Redemption Basket
Once a Fund has accepted
a redemption request, upon next determination of the Fund’s NAV, the Fund will confirm the issuance of a Redemption Basket,
against receipt of the Creation Unit(s) at such NAV, any cash-in-lieu and Transaction Fee. A Creation Unit tendered for redemption
and the payment of the Cash Component, any cash-in-lieu and Transaction Fee will be effected through DTC. The Authorized Participant,
or the investor on whose behalf it is acting, will be recorded on the book-entry system of DTC.
The Redemption Basket will
generally be delivered to the redeeming Authorized Participant within T+3. Except under the circumstances described below, however,
a Redemption Basket generally will not be issued until the Creation Unit(s) are delivered to the Fund, along with the Cash Component,
any cash-in-lieu and Transaction Fee.
In certain cases, Authorized
Participants will create and redeem Creation Units on the same trade date. In these instances, the Trust reserves the right to
settle these transactions on a net basis.
With respect to orders involving
foreign Redemption Securities, the Fund may settle Creation Unit transactions on a basis other than T+3 in order to accommodate
foreign market holiday schedules, to account for different treatment among foreign and U.S. markets of dividend record dates and
ex-dividend dates (that is the last day the holder of a security can sell the security and still receive dividends payable on the
security), and in certain other circumstances. When a relevant local market is closed due to local market holidays, the local market
settlement process will not commence until the end of the local holiday period. Listed below are the dates in calendar year 2020
in which the regular holidays in non-U.S. markets may impact Fund settlement. This list is based on information available to the
Fund. The list may not be accurate or complete and is subject to change:
Market
|
Holiday Date
|
Holiday Name
|
Argentina
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Argentina
|
Monday, February 24, 2020
|
Carnival
|
Argentina
|
Tuesday, February 25, 2020
|
Carnival
|
Argentina
|
Monday, March 23, 2020
|
Bridge Holiday for Tourism
|
Argentina
|
Tuesday, March 24, 2020
|
Memorial Day
|
Argentina
|
Thursday, April 02, 2020
|
Malvinas Islands Memorial Day
|
Argentina
|
Thursday, April 09, 2020
|
Holy Thursday
|
Argentina
|
Friday, April 10, 2020
|
Good Friday
|
Argentina
|
Friday, May 01, 2020
|
Labour Day
|
Argentina
|
Monday, May 25, 2020
|
May Revolution's Day
|
Argentina
|
Monday, June 15, 2020
|
Martin Miguel Guemes Memorial
|
Argentina
|
Thursday, July 09, 2020
|
Independence Day
|
Argentina
|
Friday, July 10, 2020
|
Bridge Holiday for Tourism
|
Argentina
|
Monday, August 17, 2020
|
San Martin's Memorial Day
|
Argentina
|
Monday, October 12, 2020
|
Respect to Cultural Diversity
|
Argentina
|
Friday, November 06, 2020
|
Banking Labor Day
|
Argentina
|
Monday, November 23, 2020
|
Day of National Sovereignty
|
Argentina
|
Monday, December 07, 2020
|
Bridge Holiday for Tourism
|
Argentina
|
Tuesday, December 08, 2020
|
Virgin Mary's Day
|
Argentina
|
Friday, December 25, 2020
|
Christmas Day
|
Australia
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Australia
|
Friday, April 10, 2020
|
Good Friday
|
Australia
|
Monday, April 13, 2020
|
Easter Monday
|
Australia
|
Thursday, December 24, 2020
|
Christmas Eve
|
Australia
|
Friday, December 25, 2020
|
Christmas Day
|
Australia
|
Thursday, December 31, 2020
|
New Year’s Eve
|
Austria
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Austria
|
Monday, January 06, 2020
|
Epiphany Day
|
Austria
|
Friday, April 10, 2020
|
Good Friday
|
Austria
|
Monday, April 13, 2020
|
Easter Monday
|
Austria
|
Friday, May 01, 2020
|
Labour Day
|
Austria
|
Thursday, May 21, 2020
|
Ascension Day
|
Austria
|
Monday, June 01, 2020
|
Whit Monday
|
Austria
|
Thursday, June 11, 2020
|
Corpus Christi Day
|
Austria
|
Monday, October 26, 2020
|
National Holiday
|
Austria
|
Tuesday, December 08, 2020
|
Immaculate Conception
|
Austria
|
Thursday, December 24, 2020
|
Christmas Eve
|
Austria
|
Friday, December 25, 2020
|
Christmas Day
|
Austria
|
Thursday, December 31, 2020
|
New Year’s Eve
|
Bahrain
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Bahrain
|
Sunday, May 03, 2020
|
Labour Day
|
Bahrain
|
Sunday, May 24, 2020
|
Eid al-Fitr
|
Bahrain
|
Monday, May 25, 2020
|
Eid al-Fitr
|
Bahrain
|
Thursday, July 30, 2020
|
Eid al-Adha
|
Bahrain
|
Friday, July 31, 2020
|
Eid al-Adha
|
Bahrain
|
Wednesday, December 16, 2020
|
National Day
|
Bahrain
|
Thursday, December 17, 2020
|
National Day
|
Belgium
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Belgium
|
Friday, April 10, 2020
|
Good Friday
|
Belgium
|
Monday, April 13, 2020
|
Easter Monday
|
Belgium
|
Friday, May 01, 2020
|
Labour Day
|
Belgium
|
Friday, December 25, 2020
|
Christmas Day
|
Bermuda
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Bermuda
|
Friday, April 10, 2020
|
Good Friday
|
Bermuda
|
Monday, May 25, 2020
|
Bermuda Day
|
Bermuda
|
Monday, June 15, 2020
|
National Heroes' Day
|
Bermuda
|
Thursday, July 30, 2020
|
Emancipation and Somers Day
|
Bermuda
|
Friday, July 31, 2020
|
Emancipation and Somers Day
|
Bermuda
|
Monday, September 07, 2020
|
Labour Day
|
Bermuda
|
Wednesday, November 11, 2020
|
Remembrance Day
|
Bermuda
|
Friday, December 25, 2020
|
Christmas Day
|
Bermuda
|
Monday, December 28, 2020
|
Boxing Day (Observed)
|
Bosnia-Herzegovina
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Bosnia-Herzegovina
|
Thursday, January 02, 2020
|
New Year’s Holiday
|
Bosnia-Herzegovina
|
Tuesday, January 07, 2020
|
Orthodox Christmas
|
Bosnia-Herzegovina
|
Thursday, January 09, 2020
|
Republic Day
|
Bosnia-Herzegovina
|
Monday, April 13, 2020
|
Easter Monday
|
Bosnia-Herzegovina
|
Friday, April 17, 2020
|
Orthodox Good Friday
|
Bosnia-Herzegovina
|
Monday, April 20, 2020
|
Orthodox Easter Monday
|
Bosnia-Herzegovina
|
Friday, May 01, 2020
|
Labour Day
|
Bosnia-Herzegovina
|
Monday, May 25, 2020
|
Eid-al-Fitr/Ramadan
|
Bosnia-Herzegovina
|
Friday, July 31, 2020
|
Eid-al-Adha/Hajj
|
Bosnia-Herzegovina
|
Saturday, November 21, 2020
|
Dayton Peace Agreement Day
|
Bosnia-Herzegovina
|
Wednesday, November 25, 2020
|
Statehood Day
|
Bosnia-Herzegovina
|
Friday, December 25, 2020
|
Christmas Day
|
Botswana
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Botswana
|
Friday, April 10, 2020
|
Good Friday
|
Botswana
|
Monday, April 13, 2020
|
Easter Monday
|
Botswana
|
Friday, May 01, 2020
|
Labour Day
|
Botswana
|
Thursday, May 21, 2020
|
Ascension Day
|
Botswana
|
Wednesday, July 01, 2020
|
Sir Seretse Khama Day
|
Botswana
|
Monday, July 20, 2020
|
Presidents' Day
|
Botswana
|
Tuesday, July 21, 2020
|
Presidents' Day
|
Botswana
|
Wednesday, September 30, 2020
|
Independence Day
|
Botswana
|
Friday, December 25, 2020
|
Christmas Day
|
Bulgaria
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Bulgaria
|
Tuesday, March 03, 2020
|
Liberation Day
|
Bulgaria
|
Friday, April 17, 2020
|
Good Friday
|
Bulgaria
|
Monday, April 20, 2020
|
Easter Monday
|
Bulgaria
|
Friday, May 01, 2020
|
Labour Day
|
Bulgaria
|
Wednesday, May 06, 2020
|
Saint George's Day
|
Bulgaria
|
Monday, May 25, 2020
|
Culture and Literacy Day
|
Bulgaria
|
Monday, September 07, 2020
|
Unification Day
|
Bulgaria
|
Tuesday, September 22, 2020
|
Independence Day
|
Bulgaria
|
Thursday, December 24, 2020
|
Christmas Eve
|
Bulgaria
|
Friday, December 25, 2020
|
Christmas Day
|
Canada
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Canada
|
Monday, February 17, 2020
|
Family Day
|
Canada
|
Friday, April 10, 2020
|
Good Friday
|
Canada
|
Monday, May 18, 2020
|
Victoria Day
|
Canada
|
Wednesday, July 01, 2020
|
Canada Day
|
Canada
|
Monday, August 03, 2020
|
Civic Holiday
|
Canada
|
Monday, September 07, 2020
|
Labour Day
|
Canada
|
Monday, October 12, 2020
|
Thanksgiving Day
|
Canada
|
Wednesday, November 11, 2020
|
Remembrance Day
|
Canada
|
Friday, December 25, 2020
|
Christmas Day
|
Canada
|
Monday, December 28, 2020
|
Boxing Day (Observed)
|
Chile
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Chile
|
Friday, April 10, 2020
|
Good Friday
|
Chile
|
Friday, May 01, 2020
|
Labour Day
|
Chile
|
Thursday, May 21, 2020
|
Navy Day
|
Chile
|
Monday, June 29, 2020
|
St. Peter and St. Paul Dinner
|
Chile
|
Thursday, July 16, 2020
|
Our Lady of Mount Carmel
|
Chile
|
Friday, September 18, 2020
|
Independence Day
|
Chile
|
Monday, October 12, 2020
|
Day of the Race
|
Chile
|
Tuesday, December 08, 2020
|
Immaculate Conception
|
Chile
|
Friday, December 25, 2020
|
Christmas Day
|
China
|
Wednesday, January 01, 2020
|
New Year’s Day
|
China
|
Friday, January 24, 2020
|
Chinese New Year
|
China
|
Monday, January 27, 2020
|
Chinese New Year
|
China
|
Tuesday, January 28, 2020
|
Chinese New Year
|
China
|
Wednesday, January 29, 2020
|
Chinese New Year
|
China
|
Thursday, January 30, 2020
|
Chinese New Year
|
China
|
Friday, May 01, 2020
|
Labour Day
|
China
|
Thursday, June 25, 2020
|
Dragon Boat Festival
|
China
|
Friday, June 26, 2020
|
Dragon Boat Festival
|
China
|
Thursday, October 01, 2020
|
National Day Holiday
|
China
|
Friday, October 02, 2020
|
National Day Holiday
|
China
|
Monday, October 05, 2020
|
National Day Holiday
|
China
|
Tuesday, October 06, 2020
|
National Day Holiday
|
China
|
Wednesday, October 07, 2020
|
National Day Holiday
|
Costa Rica
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Costa Rica
|
Thursday, April 09, 2020
|
Holy Thursday
|
Costa Rica
|
Friday, April 10, 2020
|
Good Friday
|
Costa Rica
|
Friday, May 01, 2020
|
Labour Day
|
Costa Rica
|
Tuesday, September 15, 2020
|
Independence Day
|
Costa Rica
|
Monday, October 12, 2020
|
Culture Encounter Day
|
Costa Rica
|
Friday, December 25, 2020
|
Christmas Day
|
Croatia
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Croatia
|
Monday, January 06, 2020
|
Epiphany Day
|
Croatia
|
Friday, April 10, 2020
|
Good Friday
|
Croatia
|
Monday, April 13, 2020
|
Easter Monday
|
Croatia
|
Friday, May 01, 2020
|
Labour Day
|
Croatia
|
Thursday, June 11, 2020
|
Corpus Christi Day
|
Croatia
|
Monday, June 22, 2020
|
Day of Antifascist Struggle
|
Croatia
|
Thursday, June 25, 2020
|
Statehood Day
|
Croatia
|
Wednesday, August 05, 2020
|
Victory and Homeland Day
|
Croatia
|
Thursday, October 08, 2020
|
Independence Day
|
Croatia
|
Thursday, December 24, 2020
|
Christmas Eve
|
Croatia
|
Friday, December 25, 2020
|
Christmas Day
|
Croatia
|
Thursday, December 31, 2020
|
New Year’s Eve
|
Cyprus
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Cyprus
|
Wednesday, March 11, 2020
|
Green Monday
|
Cyprus
|
Wednesday, March 25, 2020
|
Greek Independence Day
|
Cyprus
|
Wednesday, April 01, 2020
|
Cyprus National Day
|
Cyprus
|
Friday, April 10, 2020
|
Good Friday
|
Cyprus
|
Monday, April 13, 2020
|
Easter Monday
|
Cyprus
|
Friday, April 17, 2020
|
Orthodox Good Friday
|
Cyprus
|
Monday, April 20, 2020
|
Orthodox Easter Monday
|
Cyprus
|
Tuesday, April 21, 2020
|
Orthodox Easter Tuesday
|
Cyprus
|
Friday, May 01, 2020
|
Labour Day
|
Cyprus
|
Monday, June 08, 2020
|
Pentecost
|
Cyprus
|
Thursday, June 25, 2020
|
Public Holiday
|
Cyprus
|
Thursday, October 01, 2020
|
Independence Day
|
Cyprus
|
Wednesday, October 28, 2020
|
Greek National Day
|
Cyprus
|
Thursday, December 24, 2020
|
Christmas Eve
|
Cyprus
|
Friday, December 25, 2020
|
Christmas Day
|
Czech Republic
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Czech Republic
|
Friday, April 10, 2020
|
Good Friday
|
Czech Republic
|
Monday, April 13, 2020
|
Easter Monday
|
Czech Republic
|
Friday, May 01, 2020
|
May Day
|
Czech Republic
|
Thursday, December 24, 2020
|
Christmas Eve
|
Czech Republic
|
Friday, December 25, 2020
|
Christmas Day
|
Denmark
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Denmark
|
Friday, April 10, 2020
|
Good Friday
|
Denmark
|
Monday, April 13, 2020
|
Easter Monday
|
Denmark
|
Friday, May 01, 2020
|
May Day
|
Denmark
|
Monday, June 01, 2020
|
Whit Monday
|
Denmark
|
Thursday, December 24, 2020
|
Christmas Eve
|
Denmark
|
Friday, December 25, 2020
|
Christmas Day
|
Eswatini
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Eswatini
|
Friday, April 10, 2020
|
Good Friday
|
Eswatini
|
Monday, April 13, 2020
|
Easter Monday
|
Eswatini
|
Monday, April 20, 2020
|
King's Birthday Holiday
|
Eswatini
|
Friday, May 01, 2020
|
Women's Day
|
Eswatini
|
Thursday, May 21, 2020
|
Ascension Day
|
Eswatini
|
Wednesday, July 22, 2020
|
King Father's Birthday
|
Eswatini
|
Monday, September 07, 2020
|
Somhlolo Day Holiday
|
Eswatini
|
Friday, December 25, 2020
|
Christmas Day
|
Eswatini
|
Monday, December 28, 2020
|
Incwala Day
|
France
|
Wednesday, January 01, 2020
|
New Year’s Day
|
France
|
Friday, April 10, 2020
|
Good Friday
|
France
|
Monday, April 13, 2020
|
Easter Monday
|
France
|
Friday, May 01, 2020
|
Labour Day
|
France
|
Friday, December 25, 2020
|
Christmas Day
|
Germany
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Germany
|
Friday, April 10, 2020
|
Good Friday
|
Germany
|
Monday, April 13, 2020
|
Easter Monday
|
Germany
|
Friday, May 01, 2020
|
Labour Day
|
Germany
|
Thursday, May 21, 2020
|
Ascension Day
|
Germany
|
Monday, June 01, 2020
|
Whit Monday
|
Germany
|
Thursday, June 11, 2020
|
Corpus Christi Day
|
Germany
|
Thursday, December 24, 2020
|
Christmas Eve
|
Germany
|
Friday, December 25, 2020
|
Christmas Day
|
Germany
|
Thursday, December 31, 2020
|
New Year’s Eve
|
Ghana
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Ghana
|
Friday, March 06, 2020
|
Independence Day
|
Ghana
|
Friday, April 10, 2020
|
Good Friday
|
Ghana
|
Monday, April 13, 2020
|
Easter Monday
|
Ghana
|
Friday, May 01, 2020
|
May Day
|
Ghana
|
Sunday, May 24, 2020
|
Eid al-Fitr
|
Ghana
|
Monday, May 25, 2020
|
Africa Unity Day
|
Ghana
|
Wednesday, July 01, 2020
|
Republic Day
|
Ghana
|
Friday, July 31, 2020
|
Eid al-Adha
|
Ghana
|
Tuesday, August 04, 2020
|
Founders Day
|
Ghana
|
Monday, September 21, 2020
|
Memorial Day
|
Ghana
|
Friday, December 04, 2020
|
Farmers' Day
|
Ghana
|
Friday, December 25, 2020
|
Christmas Day
|
Greece
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Greece
|
Monday, January 06, 2020
|
Epiphany Day
|
Greece
|
Monday, March 02, 2020
|
Ash Monday
|
Greece
|
Wednesday, March 25, 2020
|
Independence Day
|
Greece
|
Friday, April 10, 2020
|
Good Friday
|
Greece
|
Monday, April 13, 2020
|
Easter Monday
|
Greece
|
Friday, April 17, 2020
|
Orthodox Good Friday
|
Greece
|
Monday, April 20, 2020
|
Orthodox Easter Monday
|
Greece
|
Friday, May 01, 2020
|
Labour Day
|
Greece
|
Monday, June 01, 2020
|
Whit Monday
|
Greece
|
Wednesday, October 28, 2020
|
National Holiday
|
Greece
|
Thursday, December 24, 2020
|
Christmas Eve
|
Greece
|
Friday, December 25, 2020
|
Christmas Day
|
Hong Kong SAR
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Hong Kong SAR
|
Friday, January 24, 2020
|
Lunar New Year
|
Hong Kong SAR
|
Monday, January 27, 2020
|
Lunar New Year
|
Hong Kong SAR
|
Tuesday, January 28, 2020
|
Lunar New Year
|
Hong Kong SAR
|
Wednesday, January 29, 2020
|
Chinese New Year
|
Hong Kong SAR
|
Thursday, January 30, 2020
|
Chinese New Year
|
Hong Kong SAR
|
Friday, April 10, 2020
|
Good Friday
|
Hong Kong SAR
|
Monday, April 13, 2020
|
Easter Monday
|
Hong Kong SAR
|
Thursday, April 30, 2020
|
Buddha Birthday
|
Hong Kong SAR
|
Friday, May 01, 2020
|
Labour Day
|
Hong Kong SAR
|
Thursday, June 25, 2020
|
Tuen Ng Festival
|
Hong Kong SAR
|
Wednesday, July 01, 2020
|
Holiday
|
Hong Kong SAR
|
Thursday, October 01, 2020
|
National Day
|
Hong Kong SAR
|
Friday, October 02, 2020
|
Mid-Autumn Festival
|
Hong Kong SAR
|
Monday, October 05, 2020
|
National Day Holiday
|
Hong Kong SAR
|
Tuesday, October 06, 2020
|
National Day Holiday
|
Hong Kong SAR
|
Wednesday, October 07, 2020
|
National Day Holiday
|
Hong Kong SAR
|
Monday, October 26, 2020
|
Chung Yeung Festival
|
Hong Kong SAR
|
Thursday, December 24, 2020
|
Christmas Eve
|
Hong Kong SAR
|
Friday, December 25, 2020
|
Christmas Day
|
Hong Kong SAR
|
Thursday, December 31, 2020
|
New Year’s Eve
|
Hungary
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Hungary
|
Friday, April 10, 2020
|
Good Friday
|
Hungary
|
Monday, April 13, 2020
|
Easter Monday
|
Hungary
|
Friday, May 01, 2020
|
Labour Day
|
Hungary
|
Monday, June 01, 2020
|
Whit Monday
|
Hungary
|
Thursday, August 20, 2020
|
Saint Stephen's Day
|
Hungary
|
Friday, August 21, 2020
|
Bridge Holiday
|
Hungary
|
Friday, October 23, 2020
|
Anniversary of 1956 Revolution
|
Hungary
|
Thursday, December 24, 2020
|
Christmas Eve
|
Hungary
|
Friday, December 25, 2020
|
Christmas Day
|
Hungary
|
Thursday, December 31, 2020
|
New Year’s Eve
|
Iceland
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Iceland
|
Thursday, April 09, 2020
|
Maundy Thursday
|
Iceland
|
Friday, April 10, 2020
|
Good Friday
|
Iceland
|
Monday, April 13, 2020
|
Easter Monday
|
Iceland
|
Thursday, April 23, 2020
|
First Day of Summer
|
Iceland
|
Friday, May 01, 2020
|
Labour Day
|
Iceland
|
Thursday, May 21, 2020
|
Ascension Day
|
Iceland
|
Monday, June 01, 2020
|
Whit Monday
|
Iceland
|
Wednesday, June 17, 2020
|
Independence Day
|
Iceland
|
Monday, August 03, 2020
|
Commerce Day
|
Iceland
|
Thursday, December 24, 2020
|
Christmas Eve
|
Iceland
|
Friday, December 25, 2020
|
Christmas Day
|
Iceland
|
Thursday, December 31, 2020
|
New Year’s Eve
|
Indonesia
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Indonesia
|
Wednesday, March 25, 2020
|
Day of Silence
|
Indonesia
|
Friday, April 10, 2020
|
Good Friday
|
Indonesia
|
Friday, May 01, 2020
|
Labour Day
|
Indonesia
|
Thursday, May 07, 2020
|
Vesak Day
|
Indonesia
|
Thursday, May 21, 2020
|
Ascension Day
|
Indonesia
|
Friday, May 22, 2020
|
Holiday
|
Indonesia
|
Monday, May 25, 2020
|
Holiday
|
Indonesia
|
Monday, June 01, 2020
|
Birth of Pancasila
|
Indonesia
|
Friday, July 31, 2020
|
Holiday
|
Indonesia
|
Monday, August 17, 2020
|
Independence Day
|
Indonesia
|
Thursday, August 20, 2020
|
Islamic New Year
|
Indonesia
|
Thursday, October 29, 2020
|
Prophet Muhammad's Birthday
|
Indonesia
|
Thursday, December 24, 2020
|
Christmas Eve
|
Indonesia
|
Friday, December 25, 2020
|
Christmas Day
|
Ireland
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Ireland
|
Friday, April 10, 2020
|
Good Friday
|
Ireland
|
Monday, April 13, 2020
|
Easter Monday
|
Ireland
|
Friday, May 01, 2020
|
May Day
|
Ireland
|
Monday, June 01, 2020
|
Holiday
|
Ireland
|
Friday, December 25, 2020
|
Christmas Day
|
Italy
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Italy
|
Friday, April 10, 2020
|
Good Friday
|
Italy
|
Monday, April 13, 2020
|
Easter Monday
|
Italy
|
Friday, May 01, 2020
|
Labour Day
|
Italy
|
Thursday, December 24, 2020
|
Christmas Eve
|
Italy
|
Friday, December 25, 2020
|
Christmas Day
|
Italy
|
Thursday, December 31, 2020
|
New Year’s Eve
|
Ivory Coast
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Ivory Coast
|
Monday, April 13, 2020
|
Easter Monday
|
Ivory Coast
|
Friday, May 01, 2020
|
Labour Day
|
Ivory Coast
|
Wednesday, May 20, 2020
|
Revelation of Quran
|
Ivory Coast
|
Thursday, May 21, 2020
|
Ascension Day
|
Ivory Coast
|
Sunday, May 24, 2020
|
Korite
|
Ivory Coast
|
Monday, June 01, 2020
|
Whit Monday
|
Ivory Coast
|
Friday, July 31, 2020
|
Tabaski
|
Ivory Coast
|
Friday, August 07, 2020
|
Independence Day
|
Ivory Coast
|
Saturday, August 15, 2020
|
Assumption Day
|
Ivory Coast
|
Thursday, October 29, 2020
|
Prophet’s Birthday
|
Ivory Coast
|
Sunday, November 01, 2020
|
All Saints' Day
|
Ivory Coast
|
Sunday, November 15, 2020
|
National Peace Day
|
Ivory Coast
|
Friday, December 25, 2020
|
Christmas Day
|
Japan
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Japan
|
Thursday, January 02, 2020
|
Bank Holiday
|
Japan
|
Friday, January 03, 2020
|
Bank Holiday
|
Japan
|
Monday, January 13, 2020
|
Coming-of-Age Day
|
Japan
|
Tuesday, February 11, 2020
|
National Foundation Day
|
Japan
|
Monday, February 24, 2020
|
Emperor's Birthday Observed
|
Japan
|
Friday, March 20, 2020
|
Vernal Equinox Day
|
Japan
|
Wednesday, April 29, 2020
|
Showa Day
|
Japan
|
Monday, May 04, 2020
|
Greenery Day
|
Japan
|
Tuesday, May 05, 2020
|
Children's Day
|
Japan
|
Wednesday, May 06, 2020
|
Memorial Day Observed
|
Japan
|
Thursday, July 23, 2020
|
Marine Day
|
Japan
|
Friday, July 24, 2020
|
Health and Sports Day
|
Japan
|
Monday, August 10, 2020
|
Mountain Day
|
Japan
|
Monday, September 21, 2020
|
Respect for the Aged Day
|
Japan
|
Tuesday, September 22, 2020
|
Autumnal Equinox Day
|
Japan
|
Tuesday, November 03, 2020
|
Culture Day
|
Japan
|
Monday, November 23, 2020
|
Labor Thanksgiving Day
|
Japan
|
Thursday, December 31, 2020
|
Bank Holiday
|
Jordan
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Jordan
|
Friday, May 01, 2020
|
Labour Day
|
Jordan
|
Sunday, May 24, 2020
|
Eid al-Fitr
|
Jordan
|
Monday, May 25, 2020
|
Independence Day
|
Jordan
|
Tuesday, May 26, 2020
|
Eid al-Fitr
|
Jordan
|
Wednesday, May 27, 2020
|
Eid al-Fitr
|
Jordan
|
Friday, July 31, 2020
|
Eid al-Adha
|
Jordan
|
Sunday, August 02, 2020
|
Eid al-Adha
|
Jordan
|
Monday, August 03, 2020
|
Eid al-Adha
|
Jordan
|
Tuesday, August 04, 2020
|
Eid al-Adha
|
Jordan
|
Thursday, August 20, 2020
|
Muharram/New Year
|
Jordan
|
Thursday, October 29, 2020
|
Prophet’s Birthday
|
Jordan
|
Friday, December 25, 2020
|
Christmas Day
|
Kenya
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Kenya
|
Friday, April 10, 2020
|
Good Friday
|
Kenya
|
Monday, April 13, 2020
|
Easter Monday
|
Kenya
|
Friday, May 01, 2020
|
Labour Day
|
Kenya
|
Monday, May 25, 2020
|
Eid al-Fitr
|
Kenya
|
Monday, June 01, 2020
|
Madaraka Day
|
Kenya
|
Friday, July 31, 2020
|
Eid al-Adha
|
Kenya
|
Saturday, October 10, 2020
|
Moi Day
|
Kenya
|
Tuesday, October 20, 2020
|
Mashujaa Day
|
Kenya
|
Saturday, December 12, 2020
|
Jamhuri Day
|
Kenya
|
Friday, December 25, 2020
|
Christmas Day
|
Kuwait
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Kuwait
|
Tuesday, February 25, 2020
|
National Day
|
Kuwait
|
Wednesday, February 26, 2020
|
Liberation Day
|
Kuwait
|
Sunday, March 22, 2020
|
Isra and Miraj holiday
|
Kuwait
|
Sunday, May 24, 2020
|
Eid al-Fitr
|
Kuwait
|
Monday, May 25, 2020
|
Eid al-Fitr
|
Kuwait
|
Tuesday, May 26, 2020
|
Eid al-Fitr
|
Kuwait
|
Thursday, July 30, 2020
|
Waqfat Arafat
|
Kuwait
|
Sunday, August 02, 2020
|
Eid al-Adha
|
Kuwait
|
Monday, August 03, 2020
|
Eid al-Adha
|
Kuwait
|
Thursday, August 20, 2020
|
Islamic New Year holiday
|
Kuwait
|
Sunday, November 01, 2020
|
Prophet’s Birthday
|
Luxembourg
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Luxembourg
|
Friday, April 10, 2020
|
Good Friday
|
Luxembourg
|
Monday, April 13, 2020
|
Easter Monday
|
Luxembourg
|
Friday, May 01, 2020
|
Labour Day
|
Luxembourg
|
Thursday, December 24, 2020
|
Christmas Eve
|
Luxembourg
|
Friday, December 25, 2020
|
Christmas Day
|
Luxembourg
|
Thursday, December 31, 2020
|
New Year’s Eve
|
Malaysia
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Malaysia
|
Friday, May 01, 2020
|
Women's Day
|
Malaysia
|
Thursday, May 07, 2020
|
Wesak Day
|
Malaysia
|
Monday, May 25, 2020
|
Eid-ul-Fitri
|
Malaysia
|
Friday, July 31, 2020
|
Eid-ul-Adha
|
Malaysia
|
Thursday, August 20, 2020
|
Holiday
|
Malaysia
|
Monday, August 31, 2020
|
National Day
|
Malaysia
|
Wednesday, September 16, 2020
|
Malaysia Day
|
Malaysia
|
Thursday, October 29, 2020
|
Prophet’s Birthday
|
Malaysia
|
Friday, December 25, 2020
|
Christmas Day
|
Mauritius
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Mauritius
|
Thursday, January 02, 2020
|
New Year’s Holiday
|
Mauritius
|
Friday, February 21, 2020
|
Maha Shivaratree
|
Mauritius
|
Thursday, March 12, 2020
|
Independence Day
|
Mauritius
|
Wednesday, March 25, 2020
|
Ugaadi
|
Mauritius
|
Friday, May 01, 2020
|
Labour Day
|
Mauritius
|
Monday, November 02, 2020
|
Indentured Labourers
|
Mauritius
|
Friday, December 25, 2020
|
Christmas Day
|
Mexico
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Mexico
|
Monday, February 03, 2020
|
Constitution Day
|
Mexico
|
Monday, March 16, 2020
|
Benito Juarez Day
|
Mexico
|
Thursday, April 09, 2020
|
Holy Thursday
|
Mexico
|
Friday, April 10, 2020
|
Good Friday
|
Mexico
|
Friday, May 01, 2020
|
Labour Day
|
Mexico
|
Wednesday, September 16, 2020
|
Independence Day
|
Mexico
|
Monday, November 02, 2020
|
All Souls Day
|
Mexico
|
Monday, November 16, 2020
|
Revolution Day
|
Mexico
|
Friday, December 25, 2020
|
Christmas Day
|
Namibia
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Namibia
|
Friday, April 10, 2020
|
Good Friday
|
Namibia
|
Monday, April 13, 2020
|
Easter Monday
|
Namibia
|
Friday, May 01, 2020
|
Women's Day
|
Namibia
|
Monday, May 04, 2020
|
Cassinga Day
|
Namibia
|
Thursday, May 21, 2020
|
Ascension Day
|
Namibia
|
Monday, May 25, 2020
|
Africa Day
|
Namibia
|
Wednesday, August 26, 2020
|
Heroes Day
|
Namibia
|
Thursday, December 10, 2020
|
Women's Day
|
Namibia
|
Friday, December 25, 2020
|
Christmas Day
|
Netherlands
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Netherlands
|
Friday, April 10, 2020
|
Good Friday
|
Netherlands
|
Monday, April 13, 2020
|
Easter Monday
|
Netherlands
|
Friday, May 01, 2020
|
Labour Day
|
Netherlands
|
Friday, December 25, 2020
|
Christmas Day
|
New Zealand
|
Wednesday, January 01, 2020
|
New Year’s Day
|
New Zealand
|
Thursday, January 02, 2020
|
New Year’s Holiday
|
New Zealand
|
Monday, January 20, 2020
|
Wellington Anniversary Day
|
New Zealand
|
Monday, January 27, 2020
|
Auckland Anniversary Day
|
New Zealand
|
Thursday, February 06, 2020
|
Waitangi Day
|
New Zealand
|
Friday, April 10, 2020
|
Good Friday
|
New Zealand
|
Monday, April 13, 2020
|
Easter Monday
|
New Zealand
|
Monday, April 27, 2020
|
ANZAC Day Observed
|
New Zealand
|
Monday, June 01, 2020
|
Queen's Birthday
|
New Zealand
|
Monday, October 26, 2020
|
Labour Day
|
New Zealand
|
Friday, December 25, 2020
|
Christmas Day
|
New Zealand
|
Monday, December 28, 2020
|
Boxing Day (Observed)
|
Nigeria
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Nigeria
|
Friday, April 10, 2020
|
Good Friday
|
Nigeria
|
Monday, April 13, 2020
|
Easter Monday
|
Nigeria
|
Friday, May 01, 2020
|
Labour Day
|
Nigeria
|
Monday, May 25, 2020
|
Id el Fitri Holiday
|
Nigeria
|
Friday, June 12, 2020
|
Democracy Day
|
Nigeria
|
Friday, July 31, 2020
|
Id el Kabir
|
Nigeria
|
Thursday, October 01, 2020
|
National Day
|
Nigeria
|
Thursday, October 29, 2020
|
Id el Maulud
|
Nigeria
|
Friday, December 25, 2020
|
Christmas Day
|
Oman
|
Sunday, May 24, 2020
|
Eid al-Fitr
|
Oman
|
Monday, May 25, 2020
|
Eid al-Fitr
|
Oman
|
Tuesday, May 26, 2020
|
Eid al-Fitr
|
Oman
|
Thursday, July 23, 2020
|
Renaissance Day
|
Oman
|
Thursday, July 30, 2020
|
Eid al-Adha
|
Oman
|
Friday, July 31, 2020
|
Eid al-Adha
|
Oman
|
Wednesday, August 19, 2020
|
Islamic New Year
|
Pakistan
|
Wednesday, February 05, 2020
|
Kashmir Day
|
Pakistan
|
Monday, March 23, 2020
|
Pakistan Day
|
Pakistan
|
Friday, May 01, 2020
|
Labour Day
|
Pakistan
|
Monday, May 25, 2020
|
Eid al-Fitr
|
Pakistan
|
Tuesday, May 26, 2020
|
Eid al-Fitr
|
Pakistan
|
Wednesday, May 27, 2020
|
Eid al-Fitr
|
Pakistan
|
Friday, July 31, 2020
|
Eid al-Adha
|
Pakistan
|
Sunday, August 02, 2020
|
Eid al-Adha
|
Pakistan
|
Friday, August 14, 2020
|
Independence Day
|
Pakistan
|
Friday, August 28, 2020
|
First Day of Ashura
|
Pakistan
|
Thursday, October 29, 2020
|
Eid Milad un-Nabi
|
Pakistan
|
Friday, December 25, 2020
|
Christmas Day
|
Philippines
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Philippines
|
Thursday, April 09, 2020
|
Maundy Thursday
|
Philippines
|
Friday, April 10, 2020
|
Good Friday
|
Philippines
|
Friday, May 01, 2020
|
Labour Day
|
Philippines
|
Friday, June 12, 2020
|
Independence Day
|
Philippines
|
Friday, August 21, 2020
|
Ninoy Aquino Day
|
Philippines
|
Monday, August 31, 2020
|
National Heroes' Day
|
Philippines
|
Monday, November 02, 2020
|
All Saints' Day
|
Philippines
|
Thursday, December 24, 2020
|
Christmas Eve
|
Philippines
|
Friday, December 25, 2020
|
Christmas Day
|
Philippines
|
Wednesday, December 30, 2020
|
Rizal Day
|
Philippines
|
Thursday, December 31, 2020
|
Last Day of the Year
|
Portugal
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Portugal
|
Friday, April 10, 2020
|
Good Friday
|
Portugal
|
Monday, April 13, 2020
|
Easter Monday
|
Portugal
|
Friday, May 01, 2020
|
Labour Day
|
Portugal
|
Friday, December 25, 2020
|
Christmas Day
|
Qatar
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Qatar
|
Tuesday, February 11, 2020
|
Sports Day
|
Qatar
|
Sunday, May 24, 2020
|
Eid al-Fitr
|
Qatar
|
Monday, May 25, 2020
|
Eid al-Fitr
|
Qatar
|
Tuesday, May 26, 2020
|
Eid al-Fitr
|
Qatar
|
Thursday, July 30, 2020
|
Eid al-Adha
|
Qatar
|
Friday, July 31, 2020
|
Eid al-Adha
|
Qatar
|
Saturday, August 01, 2020
|
Eid al-Adha
|
Qatar
|
Friday, December 18, 2020
|
National Day
|
Rwanda
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Rwanda
|
Thursday, January 02, 2020
|
New Year’s Holiday
|
Rwanda
|
Monday, February 03, 2020
|
National Heroes' Day
|
Rwanda
|
Tuesday, April 07, 2020
|
Memorial Day
|
Rwanda
|
Friday, April 10, 2020
|
Good Friday
|
Rwanda
|
Friday, May 01, 2020
|
Labour Day
|
Rwanda
|
Monday, May 25, 2020
|
Eid al-Fitr
|
Rwanda
|
Wednesday, July 01, 2020
|
Independence Day
|
Rwanda
|
Monday, July 06, 2020
|
Liberation Day
|
Rwanda
|
Friday, August 07, 2020
|
Umuganura Day
|
Rwanda
|
Monday, August 17, 2020
|
Holiday
|
Rwanda
|
Friday, December 25, 2020
|
Christmas Day
|
Rwanda
|
Monday, December 28, 2020
|
Boxing Day (Observed)
|
Serbia
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Serbia
|
Thursday, January 02, 2020
|
New Year’s Holiday
|
Serbia
|
Tuesday, January 07, 2020
|
Orthodox Christmas Day
|
Serbia
|
Monday, February 17, 2020
|
Serbia National Day
|
Serbia
|
Friday, April 17, 2020
|
Orthodox Good Friday
|
Serbia
|
Monday, April 20, 2020
|
Orthodox Easter Monday
|
Serbia
|
Friday, May 01, 2020
|
Labour Day
|
Serbia
|
Wednesday, November 11, 2020
|
Armistice Day
|
Serbia
|
Thursday, December 31, 2020
|
New Year’s Eve
|
Singapore
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Singapore
|
Monday, January 27, 2020
|
Chinese New Year
|
Singapore
|
Friday, April 10, 2020
|
Good Friday
|
Singapore
|
Friday, May 01, 2020
|
Labour Day
|
Singapore
|
Thursday, May 07, 2020
|
Vesak Day
|
Singapore
|
Monday, May 25, 2020
|
Hari Raya Puasa
|
Singapore
|
Friday, July 31, 2020
|
Hari Raya Haji
|
Singapore
|
Monday, August 10, 2020
|
National Day
|
Singapore
|
Friday, December 25, 2020
|
Christmas Day
|
Slovenia
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Slovenia
|
Thursday, January 02, 2020
|
New Year’s Holiday
|
Slovenia
|
Friday, April 10, 2020
|
Good Friday
|
Slovenia
|
Monday, April 13, 2020
|
Easter Monday
|
Slovenia
|
Monday, April 27, 2020
|
Holiday
|
Slovenia
|
Friday, May 01, 2020
|
Labour Day
|
Slovenia
|
Thursday, June 25, 2020
|
Statehood Day
|
Slovenia
|
Thursday, December 24, 2020
|
Christmas Eve
|
Slovenia
|
Friday, December 25, 2020
|
Christmas Day
|
Slovenia
|
Thursday, December 31, 2020
|
New Year’s Eve
|
South Africa
|
Wednesday, January 01, 2020
|
New Year’s Day
|
South Africa
|
Friday, April 10, 2020
|
Good Friday
|
South Africa
|
Monday, April 13, 2020
|
Family Day
|
South Africa
|
Monday, April 27, 2020
|
Freedom Day
|
South Africa
|
Friday, May 01, 2020
|
Women's Day
|
South Africa
|
Tuesday, June 16, 2020
|
Youth Day
|
South Africa
|
Monday, August 10, 2020
|
Women's Day
|
South Africa
|
Thursday, September 24, 2020
|
Heritage Day
|
South Africa
|
Wednesday, December 16, 2020
|
Reconciliation Day
|
South Africa
|
Friday, December 25, 2020
|
Christmas Day
|
Spain
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Spain
|
Friday, April 10, 2020
|
Good Friday
|
Spain
|
Monday, April 13, 2020
|
Easter Monday
|
Spain
|
Friday, May 01, 2020
|
Labour Day
|
Spain
|
Thursday, December 24, 2020
|
Christmas Eve
|
Spain
|
Friday, December 25, 2020
|
Christmas Day
|
Spain
|
Thursday, December 31, 2020
|
New Year’s Eve
|
Switzerland
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Switzerland
|
Thursday, January 02, 2020
|
Bank Holiday
|
Switzerland
|
Friday, April 10, 2020
|
Good Friday
|
Switzerland
|
Monday, April 13, 2020
|
Easter Monday
|
Switzerland
|
Friday, May 01, 2020
|
Labour Day
|
Switzerland
|
Thursday, May 21, 2020
|
Ascension Day
|
Switzerland
|
Monday, June 01, 2020
|
Whit Monday
|
Switzerland
|
Friday, December 25, 2020
|
Christmas Day
|
Tanzania
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Tanzania
|
Tuesday, April 07, 2020
|
Karume Day
|
Tanzania
|
Friday, April 10, 2020
|
Good Friday
|
Tanzania
|
Monday, April 13, 2020
|
Easter Monday
|
Tanzania
|
Friday, May 01, 2020
|
Women's Day
|
Tanzania
|
Tuesday, July 07, 2020
|
Saba Saba
|
Tanzania
|
Friday, July 31, 2020
|
Eid al-Adha
|
Tanzania
|
Wednesday, October 14, 2020
|
Mwalimu Nyerere Day
|
Tanzania
|
Thursday, October 29, 2020
|
Maulid
|
Tanzania
|
Wednesday, December 09, 2020
|
Independence Day
|
Tanzania
|
Friday, December 25, 2020
|
Christmas Day
|
Thailand
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Thailand
|
Monday, February 10, 2020
|
Makha Bucha Day (Observed)
|
Thailand
|
Monday, April 06, 2020
|
Memorial Day
|
Thailand
|
Monday, April 13, 2020
|
Songkran Festival
|
Thailand
|
Tuesday, April 14, 2020
|
Songkran Festival
|
Thailand
|
Wednesday, April 15, 2020
|
Songkran Festival
|
Thailand
|
Friday, May 01, 2020
|
Labour Day
|
Thailand
|
Monday, May 04, 2020
|
Coronation Day
|
Thailand
|
Wednesday, May 06, 2020
|
Vesak Day
|
Thailand
|
Wednesday, June 03, 2020
|
Queen Suthida's Birthday
|
Thailand
|
Monday, July 06, 2020
|
Asarnha Bucha Day (Observed)
|
Thailand
|
Tuesday, July 28, 2020
|
H.M. the King's Birthday
|
Thailand
|
Wednesday, August 12, 2020
|
Mother’s Day
|
Thailand
|
Tuesday, October 13, 2020
|
Great Memorial Day
|
Thailand
|
Friday, October 23, 2020
|
Chulalongkorn Day
|
Thailand
|
Monday, December 07, 2020
|
National Day
|
Thailand
|
Thursday, December 10, 2020
|
Constitution Day
|
Thailand
|
Thursday, December 31, 2020
|
New Year’s Eve
|
Tunisia
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Tunisia
|
Tuesday, January 14, 2020
|
Revolution National Day
|
Tunisia
|
Friday, March 20, 2020
|
Independence Day
|
Tunisia
|
Thursday, April 09, 2020
|
Martyrs' Day
|
Tunisia
|
Friday, May 01, 2020
|
Working National Day
|
Tunisia
|
Monday, May 25, 2020
|
Aid El Fitr
|
Tunisia
|
Tuesday, May 26, 2020
|
Aid El Fitr
|
Tunisia
|
Friday, July 31, 2020
|
Aid El Idha
|
Tunisia
|
Thursday, August 13, 2020
|
Women National Day
|
Tunisia
|
Monday, August 31, 2020
|
Islamic New Year
|
Tunisia
|
Thursday, October 15, 2020
|
Evacuation Day
|
Tunisia
|
Thursday, October 29, 2020
|
Prophet’s Birthday
|
Turkey
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Turkey
|
Thursday, April 23, 2020
|
National Sovereignty
|
Turkey
|
Friday, May 01, 2020
|
Labour Day
|
Turkey
|
Tuesday, May 19, 2020
|
Youth and Sports Day
|
Turkey
|
Monday, May 25, 2020
|
Ramadan Holiday
|
Turkey
|
Wednesday, July 15, 2020
|
National Unity Day
|
Turkey
|
Thursday, July 30, 2020
|
Sacrifice Feast
|
Turkey
|
Friday, July 31, 2020
|
Sacrifice Feast
|
Turkey
|
Monday, August 03, 2020
|
Sacrifice Feast
|
Turkey
|
Sunday, August 30, 2020
|
Victory Day
|
Turkey
|
Wednesday, October 28, 2020
|
Republic Day
|
Turkey
|
Thursday, October 29, 2020
|
Republic Day
|
Uganda
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Uganda
|
Friday, April 10, 2020
|
Good Friday
|
Uganda
|
Monday, April 13, 2020
|
Easter Monday
|
Uganda
|
Friday, May 01, 2020
|
Labour Day
|
Uganda
|
Wednesday, June 03, 2020
|
Martyrs' Day
|
Uganda
|
Tuesday, June 09, 2020
|
National Heroes' Day
|
Uganda
|
Friday, July 31, 2020
|
Eid al-Adha
|
Uganda
|
Friday, October 09, 2020
|
Independence Day
|
Uganda
|
Friday, December 25, 2020
|
Christmas Day
|
United Arab Emirates
|
Wednesday, January 01, 2020
|
New Year’s Day
|
United Arab Emirates
|
Sunday, May 24, 2020
|
Eid al-Fitr
|
United Arab Emirates
|
Monday, May 25, 2020
|
Eid al-Fitr
|
United Arab Emirates
|
Tuesday, May 26, 2020
|
Eid al-Fitr
|
United Arab Emirates
|
Friday, July 31, 2020
|
Eid al-Adha
|
United Arab Emirates
|
Sunday, August 02, 2020
|
Eid al-Adha
|
United Arab Emirates
|
Wednesday, December 02, 2020
|
National Day
|
United States
|
Wednesday, January 01, 2020
|
New Year’s Day
|
United States
|
Monday, January 20, 2020
|
Martin Luther King Jr. Day
|
United States
|
Monday, February 17, 2020
|
Washington's Birthday
|
United States
|
Friday, April 10, 2020
|
Good Friday
|
United States
|
Monday, May 25, 2020
|
Memorial Day
|
United States
|
Friday, July 03, 2020
|
Independence Day Eve
|
United States
|
Monday, July 06, 2020
|
Independence Day
|
United States
|
Monday, September 07, 2020
|
Labor Day
|
United States
|
Monday, October 12, 2020
|
Columbus Day
|
United States
|
Wednesday, November 11, 2020
|
Veterans' Day
|
United States
|
Thursday, November 26, 2020
|
Thanksgiving Day
|
United States
|
Friday, November 27, 2020
|
Day After Thanksgiving
|
United States
|
Friday, December 25, 2020
|
Christmas Day
|
Uruguay
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Uruguay
|
Monday, January 06, 2020
|
Children's Day
|
Uruguay
|
Monday, February 24, 2020
|
Carnival Monday
|
Uruguay
|
Tuesday, February 25, 2020
|
Carnival Tuesday
|
Uruguay
|
Thursday, April 09, 2020
|
Holy Thursday
|
Uruguay
|
Friday, April 10, 2020
|
Good Friday
|
Uruguay
|
Friday, May 01, 2020
|
Labour Day
|
Uruguay
|
Monday, May 18, 2020
|
Las Piedras Battle Day
|
Uruguay
|
Friday, June 19, 2020
|
Artigas Day
|
Uruguay
|
Tuesday, August 25, 2020
|
Independence Day
|
Uruguay
|
Monday, October 12, 2020
|
Columbus Day
|
Uruguay
|
Monday, November 02, 2020
|
All Souls Day
|
Uruguay
|
Friday, December 25, 2020
|
Christmas Day
|
Zambia
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Zambia
|
Monday, March 09, 2020
|
International Women's Day
|
Zambia
|
Thursday, March 12, 2020
|
Youth Day
|
Zambia
|
Friday, April 10, 2020
|
Good Friday
|
Zambia
|
Monday, April 13, 2020
|
Easter Monday
|
Zambia
|
Friday, May 01, 2020
|
Labour Day
|
Zambia
|
Monday, May 25, 2020
|
Africa Freedom Day
|
Zambia
|
Monday, July 06, 2020
|
Heroes' Day
|
Zambia
|
Tuesday, July 07, 2020
|
Unity Day
|
Zambia
|
Monday, August 03, 2020
|
Farmers' Day
|
Zambia
|
Friday, December 25, 2020
|
Christmas Day
|
Zimbabwe
|
Wednesday, January 01, 2020
|
New Year’s Day
|
Zimbabwe
|
Friday, February 21, 2020
|
Robert MugabeNationalYouth Day
|
Zimbabwe
|
Thursday, April 09, 2020
|
Holy Thursday
|
Zimbabwe
|
Friday, April 10, 2020
|
Good Friday
|
Zimbabwe
|
Monday, April 13, 2020
|
Good Friday
|
Zimbabwe
|
Friday, May 01, 2020
|
Women's Day
|
Zimbabwe
|
Monday, May 25, 2020
|
Africa Day
|
Zimbabwe
|
Monday, August 10, 2020
|
Heroes' Day
|
Zimbabwe
|
Tuesday, August 11, 2020
|
Defense Forces Day
|
Zimbabwe
|
Tuesday, December 22, 2020
|
Unity Day
|
Zimbabwe
|
Friday, December 25, 2020
|
Christmas Day
|
Cash Redemption Method
When cash redemptions of
Creation Units are available or specified for a Fund, they will be effected in essentially the same manner as in-kind redemptions.
In the case of a cash redemption, the investor will receive the cash equivalent of the Redemption Basket minus any Transaction
Fees, as described above.
TAX STATUS
The following discussion
is general in nature and should not be regarded as an exhaustive presentation of all possible tax ramifications. All shareholders
should consult a qualified tax advisor regarding their investment in a Fund.
The Fund has qualified and
intends to continue to qualify and has elected to be treated as a regulated investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended (the "Tax Code"), and intends to continue to so qualify, which requires compliance with
certain requirements concerning the sources of its income, diversification of its assets, and the amount and timing of its distributions
to shareholders. Such qualification does not involve supervision of management or investment practices or policies by any government
agency or bureau. By so qualifying, a Fund should not be subject to federal income or excise tax on its net investment income or
net capital gain, which are distributed to shareholders in accordance with the applicable timing requirements. Net investment income
and net capital gain of a Fund will be computed in accordance with Section 852 of the Tax Code.
Net investment income is
made up of dividends and interest less expenses. Net capital gain for a fiscal year is computed by taking into account any capital
loss carryforward of a Fund. Capital losses incurred after January 31, 2011 may now be carried forward indefinitely and retain
the character of the original loss. Under pre-enacted laws, capital losses could be carried forward to offset any capital gains
for eight years, and carried forward as short-term capital, irrespective of the character of the original loss. Capital loss carry
forwards are available to offset future realized capital gains. To the extent that these carry forwards are used to offset future
capital gains it is probable that the amount offset will not be distributed to shareholders.
The Fund intends to distribute
all of its net investment income, any excess of net short-term capital gains over net long-term capital losses, and any excess
of net long-term capital gains over net short-term capital losses in accordance with the timing requirements imposed by the Tax
Code and therefore should not be required to pay any federal income or excise taxes. Distributions of net investment income will
be made [quarterly] for the Fund. Distributions of net capital gain, if any, will be made annually no later than December 31 of
each year. Both types of distributions will be in shares of a Fund unless a shareholder elects to receive cash.
To be treated as a regulated
investment company under Subchapter M of the Tax Code, a Fund must also (a) derive at least 90% of its gross income from dividends,
interest, payments with respect to securities loans, net income from certain publicly traded partnerships and gains from the sale
or other disposition of securities or foreign currencies, or other income (including, but not limited to, gains from options, futures
or forward contracts) derived with respect to the business of investing in such securities or currencies, and (b) diversify its
holding so that, at the end of each fiscal quarter, (i) at least 50% of the market value of a Fund's assets is represented by cash,
U.S. government securities and securities of other regulated investment companies, and other securities (for purposes of this calculation,
generally limited in respect of any one issuer, to an amount not greater than 5% of the market value of a Fund's assets and 10%
of the outstanding voting securities of such issuer) and (ii) not more than 25% of the value of its assets is invested in the securities
of (other than U.S. government securities or the securities of other regulated investment companies) any one issuer, two or more
issuers that a Fund controls and that are determined to be engaged in the same or similar trades or businesses, or the securities
of certain publicly traded partnerships.
If a Fund fails to qualify
as a regulated investment company under Subchapter M in any fiscal year, it will be treated as a corporation for federal income
tax purposes. As such the Fund would be required to pay income taxes on its net investment income and net realized capital gains,
if any, at the rates generally applicable to corporations. Shareholders of the Fund generally would not be liable for income tax
on the Fund's net investment income or net realized capital gains in their individual capacities. Distributions to shareholders,
whether from a Fund's net investment income or net realized capital gains, would be treated as taxable dividends to the extent
of current or accumulated earnings and profits of a Fund.
The Fund is subject to a
4% nondeductible excise tax on certain undistributed amounts of ordinary income and capital gain under a prescribed formula contained
in Section 4982 of the Tax Code. The formula requires payment to shareholders during a calendar year of distributions representing
at least 98% of a Fund's ordinary income for the calendar year and at least 98.2% of its capital gain net income (i.e., the excess
of its capital gains over capital losses) realized during the one-year period ending October 31 during such year plus 100% of any
income that was neither distributed nor taxed to a Fund during the preceding calendar year. Under ordinary circumstances, the Fund
expects to time its distributions so as to avoid liability for this tax.
The following discussion
of tax consequences is for the general information of shareholders that are subject to tax. Shareholders that are IRAs or other
qualified retirement plans are exempt from income taxation under the Tax Code.
Distributions of taxable
net investment income and the excess of net short-term capital gain over net long-term capital loss are taxable to shareholders
as ordinary income.
Distributions of net capital
gain ("capital gain dividends") generally are taxable to shareholders as long-term capital gain; regardless of the length
of time the shares of the Trust have been held by such shareholders.
Certain U.S. shareholders,
including individuals and estates and trusts, are subject to an additional 3.8% Medicare tax on all or a portion of their “net
investment income,” which should include dividends from the Fund and net gains from the disposition of shares of the Fund.
U.S. shareholders are urged to consult their own tax advisors regarding the implications of the additional Medicare tax resulting
from an investment in a Fund.
Redemption of Fund shares
by a shareholder will result in the recognition of taxable gain or loss in an amount equal to the difference between the amount
realized and the shareholder's tax basis in his or her Fund shares. Such gain or loss is treated as a capital gain or loss if the
shares are held as capital assets. However, any loss realized upon the redemption of shares within six months from the date of
their purchase will be treated as a long-term capital loss to the extent of any amounts treated as capital gain dividends during
such six-month period. All or a portion of any loss realized upon the redemption of shares may be disallowed to the extent shares
are purchased (including shares acquired by means of reinvested dividends) within 30 days before or after such redemption.
Distributions of taxable
net investment income and net capital gain will be taxable as described above, whether received in additional cash or shares. Shareholders
electing to receive distributions in the form of additional shares will have a cost basis for federal income tax purposes in each
share so received equal to the net asset value of a share on the reinvestment date.
All distributions of taxable
net investment income and net capital gain, whether received in shares or in cash, must be reported by each taxable shareholder
on his or her federal income tax return. Dividends or distributions declared in October, November or December as of a record date
in such a month, if any, will be deemed to have been received by shareholders on December 31, if paid during January of the following
year. Redemptions of shares may result in tax consequences (gain or loss) to the shareholder and are also subject to these reporting
requirements.
Under the Tax Code, a Fund
will be required to report to the Internal Revenue Service all distributions of taxable income and capital gains as well as gross
proceeds from the redemption or exchange of Fund shares, except in the case of certain exempt shareholders. Under the backup withholding
provisions of Section 3406 of the Tax Code, distributions of taxable net investment income and net capital gain and proceeds from
the redemption or exchange of the shares of a regulated investment company may be subject to withholding of federal income tax
in the case of non-exempt shareholders who fail to furnish the investment company with their taxpayer identification numbers and
with required certifications regarding their status under the federal income tax law, or if a Fund is notified by the IRS or a
broker that withholding is required due to an incorrect TIN or a previous failure to report taxable interest or dividends. If the
withholding provisions are applicable, any such distributions and proceeds, whether taken in cash or reinvested in additional shares,
will be reduced by the amounts required to be withheld.
Options, Futures, Forward Contracts and Swap Agreements
To the extent such investments
are permissible for a Fund, the Fund's transactions in options, futures contracts, hedging transactions, forward contracts, straddles
and foreign currencies will be subject to special tax rules (including mark-to-market, constructive sale, straddle, wash sale and
short sale rules), the effect of which may be to accelerate income to the Fund, defer losses to the Fund, cause adjustments in
the holding periods of the Fund's securities, convert long-term capital gains into short-term capital gains and convert short-term
capital losses into long-term capital losses. These rules could therefore affect the amount, timing and character of distributions
to shareholders.
To the extent such investments
are permissible, certain of a Fund's hedging activities (including its transactions, if any, in foreign currencies or foreign currency-denominated
instruments) are likely to produce a difference between its book income and its taxable income. If a Fund's book income exceeds
its taxable income, the distribution (if any) of such excess book income will be treated as (i) a dividend to the extent of a Fund's
remaining earnings and profits (including earnings and profits arising from tax-exempt income), (ii) thereafter, as a return of
capital to the extent of the recipient's basis in the shares, and (iii) thereafter, as gain from the sale or exchange of a capital
asset. If a Fund's book income is less than taxable income, a Fund could be required to make distributions exceeding book income
to qualify as a regulated investment company that is accorded special tax treatment.
Passive Foreign Investment Companies
Investment by a Fund in
certain passive foreign investment companies ("PFICs") could subject the Fund to a U.S. federal income tax (including
interest charges) on distributions received from the company or on proceeds received from the disposition of shares in the company,
which tax cannot be eliminated by making distributions to Fund shareholders. However, a Fund may elect to treat a PFIC as a qualified
electing fund ("QEF"), in which case the Fund will be required to include its share of the company's income and net capital
gains annually, regardless of whether it receives any distribution from the company.
A Fund also may make an
election to mark the gains (and to a limited extent losses) in such holdings "to the market" as though it had sold and
repurchased its holdings in those PFICs on the last day of a Fund's taxable year. Such gains and losses are treated as ordinary
income and loss. The QEF and mark-to-market elections may accelerate the recognition of income (without the receipt of cash) and
increase the amount required to be distributed for a Fund to avoid taxation. Making either of these elections, therefore, may require
a Fund to liquidate other investments (including when it is not advantageous to do so) to meet its distribution requirement, which
also may accelerate the recognition of gain and affect a Fund's total return.
Foreign Currency Transactions
A Fund's transactions in
foreign currencies, foreign currency-denominated debt securities and certain foreign currency options, futures contracts and forward
contracts (and similar instruments) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations
in the value of the foreign currency concerned.
Foreign Taxation
Income received by a Fund
from sources within foreign countries may be subject to withholding and other taxes imposed by such countries. Tax treaties and
conventions between certain countries and the U.S. may reduce or eliminate such taxes. If more than 50% of the value of a Fund's
total assets at the close of its taxable year consists of securities of foreign corporations, the Fund may be able to elect to
"pass through" to the Fund's shareholders the amount of eligible foreign income and similar taxes paid by the Fund. If
this election is made, a shareholder generally subject to tax will be required to include in gross income (in addition to taxable
dividends actually received) his or her pro rata share of the foreign taxes paid by a Fund, and may be entitled either to deduct
(as an itemized deduction) his or her pro rata share of foreign taxes in computing his or her taxable income or to use it as a
foreign tax credit against his or her U.S. federal income tax liability, subject to certain limitations. In particular, a shareholder
must hold his or her shares (without protection from risk of loss) on the ex-dividend date and for at least 15 more days during
the 30-day period surrounding the ex-dividend date to be eligible to claim a foreign tax credit with respect to a gain dividend.
No deduction for foreign taxes may be claimed by a shareholder who does not itemize deductions. Each shareholder will be notified
within 60 days after the close of the Fund's taxable year whether the foreign taxes paid by the Fund will "pass through"
for that year.
Generally, a credit for
foreign taxes is subject to the limitation that it may not exceed the shareholder's U.S. tax attributable to his or her total foreign
source taxable income. For this purpose, if the pass-through election is made, the source of a Fund's income will flow through
to shareholders of the Fund. With respect to a Fund, gains from the sale of securities will be treated as derived from U.S. sources
and certain currency fluctuation gains, including fluctuation gains from foreign currency-denominated debt securities, receivables
and payables will be treated as ordinary income derived from U.S. sources. The limitation on the foreign tax credit is applied
separately to foreign source passive income, and to certain other types of income. A shareholder may be unable to claim a credit
for the full amount of his or her proportionate share of the foreign taxes paid by a Fund. The foreign tax credit can be used to
offset only 90% of the revised alternative minimum tax imposed on corporations and individuals and foreign taxes generally are
not deductible in computing alternative minimum taxable income.
Original Issue Discount and Pay-In-Kind Securities
Current federal tax law
requires the holder of a U.S. Treasury or other fixed income zero coupon security to accrue as income each year a portion of the
discount at which the security was purchased, even though the holder receives no interest payment in cash on the security during
the year. In addition, pay-in-kind securities will give rise to income, which is required to be distributed and is taxable even
though a Fund holding the security receives no interest payment in cash on the security during the year.
Some of the debt securities
(with a fixed maturity date of more than one year from the date of issuance) that may be acquired by a Fund may be treated as debt
securities that are issued originally at a discount. Generally, the amount of the original issue discount ("OID") is
treated as interest income and is included in income over the term of the debt security, even though payment of that amount is
not received until a later time, usually when the debt security matures. A
portion
of the OID includable in income with respect to certain high-yield corporate debt securities (including certain pay-in-kind securities)
may be treated as a dividend for U.S. federal income tax purposes.
Some of the debt securities
(with a fixed maturity date of more than one year from the date of issuance) that may be acquired by a Fund in the secondary market
may be treated as having market discount. Generally, any gain recognized on the disposition of, and any partial payment of principal
on, a debt security having market discount is treated as ordinary income to the extent the gain, or principal payment, does not
exceed the "accrued market discount" on such debt security. Market discount generally accrues in equal daily installments.
The Fund may make one or more of the elections applicable to debt securities having market discount, which could affect the character
and timing of recognition of income.
Some debt securities (with
a fixed maturity date of one year or less from the date of issuance) that may be acquired by a Fund may be treated as having acquisition
discount, or OID in the case of certain types of debt securities. Generally, the Fund will be required to include the acquisition
discount, or OID, in income over the term of the debt security, even though payment of that amount is not received until a later
time, usually when the debt security matures. The Fund may make one or more of the elections applicable to debt securities having
acquisition discount, or OID, which could affect the character and timing of recognition of income.
A Fund that holds the foregoing
kinds of securities may be required to pay out as an income distribution each year an amount that is greater than the total amount
of cash interest a Fund actually received. Such distributions may be made from the cash assets of a Fund or by liquidation of portfolio
securities, if necessary (including when it is not advantageous to do so). A Fund may realize gains or losses from such liquidations.
In the event a Fund realizes net capital gains from such transactions, its shareholders may receive a larger capital gain distribution,
if any, than they would in the absence of such transactions.
Shareholders of a Fund may
be subject to state and local taxes on distributions received from the Fund and on redemptions of the Shares.
A brief explanation of the
form and character of the distribution accompany each distribution. In January of each year, the Fund issue to each shareholder
a statement of the federal income tax status of all distributions.
Shareholders should consult
their tax advisors about the application of federal, state and local and foreign tax law in light of their particular situation.
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
[ ], located at [ ], serves
as the Fund’s independent registered public accounting firm for the current fiscal year. The firm provides services including
(i) audit of annual financial statements, and (ii) assistance and consultation in connection with SEC filings.
LEGAL COUNSEL
Thompson Hine LLP, 41 South
High Street, Suite 1700, Columbus, Ohio 43215, serves as the Trust's legal counsel.
FINANCIAL STATEMENTS
The Fund has not yet commenced
operations and, therefore, has not produced financial statements. Once produced, you can obtain a copy of the financial statements
contained in the Fund’s Annual or Semi-Annual Report without charge by calling the Fund at 877.658.9473.
INSPIRE (CWM ADVISORS, LLC) PROXY VOTING POLICY
It is the policy of Inspire
to identify any potential conflicts of interest prior to the voting of any proxies. When reviewing proxy proposals, the CCO will
monitor for conflicts of interest. If the proposal falls within our predetermined voting guidelines, we will vote according to
the guidelines. If a conflict is identified, Inspire may disclose the conflict to the applicable clients or contact a third party
to advise Inspire to determine the vote and/or provide voting recommendations.
It is feasible that from
time to time a potential conflict of interest may arise in the voting of proxies. Such conflicts may occur if an adviser manages
a pension plan, administers employee benefit plans, or provides brokerage, underwriting, insurance, or banking services to a company
whose management is soliciting proxies. Failure to vote in favor of management may harm the adviser's relationship with the company.
The adviser may also have relationships with participants in proxy contests, corporate directors or candidates for directorships.
For example, an executive of the adviser may have a spouse or other close relative who serves as a director or executive of a company.
Another potential conflict of interest would be voting for an increase in 12b-1 fees when this is a source of compensation for
advisers.
Proxy and Mirror Voting
Section 12(d)(1) of the 1940 Act restricts investments
by registered investment companies in the securities of other investment companies. Section 12(d)(1)(A) states that a registered
investment company may not invest in the securities of another investment company if the acquiring company owns more than 3% of
the total outstanding voting securities of the acquired company; the acquiring company owns securities issued by the acquired company
with an aggregate value greater than 5% of its total assets; or the acquiring company owns securities issued by the acquired company
and all other investment companies having an aggregate value greater than 10% of the value of its total assets.
Mirror Voting
Funds advised by Inspire may invest in other
investment companies in excess of the limitations in section 12(d)(1) of the 1940 Act. In order to benefit from the safe harbor
of section 12(d)(1)(F), these Funds must mirror vote proposals on proxies issued by underlying investment companies.
Mirror voting means that the Fund votes its
shares in the same proportion that all shares of the underlying investment companies are voted, or in accordance with instructions
received from fund shareholders, pursuant to Section 12(d)(1)(F) of the 1940 Act.
In addition, the Funds may invest in underlying
investment companies in excess of the limitations prescribed within the 12(d)(1) safe harbor. Such Funds may participate in exemptive
orders of underlying investment companies to the extent the Trustees of the Funds have signed the requisite participation agreements.
Inspire provides quarterly certifications with
respect to its adherence to its proxy voting and exemptive order policies and procedures.