RBB FUND, INC. (Form: 485APOS, Received: 03/27/2026 17:29:48)

Filed with the Securities and Exchange Commission on March 27, 2026

1933 Act Registration File No. 033-20827

1940 Act Registration File No. 811-05518

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933		[X]
Pre-Effective Amendment No.		[ ]
Post-Effective Amendment No.	391	[X]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940			[X]
Amendment No.	396		[X]

(Check Appropriate Box or Boxes)

THE RBB FUND, INC.

(Exact Name of Registrant as Specified in Charter)

615 East Michigan Street

Milwaukee, Wisconsin 53202

(Address of Principal Executive Offices, including Zip Code)

Registrant’s Telephone Number, including Area Code: (609) 731-6256

Copies to:

STEVEN PLUMP	JILLIAN L. BOSMANN, ESQUIRE
The RBB Fund, Inc.	Faegre Drinker Biddle & Reath LLP
615 East Michigan Street	One Logan Square, Suite 2000
Milwaukee, Wisconsin 53202-5207	Philadelphia, Pennsylvania 19103-6996

Approximate Date of Proposed Public Offering: As soon as practicable after the Registration Statement becomes effective.

	[ ]	immediately upon filing pursuant to paragraph (b)
	[ ]	on (date) pursuant to paragraph (b)
	[ ]	60 days after filing pursuant to paragraph (a)(1)
	[ ]	on (date) pursuant to paragraph (a)(1)
	[X]	75 days after filing pursuant to paragraph (a)(2)
	[ ]	on (date) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

[ ]

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

Preliminary Prospectus

Dated March 27, 2026

Subject to Completion

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer is not permitted.

PROSPECTUS

[ ], 2026

F/m Accumulator Ultrashort U.S. Treasury Fund [SGVA]

F/m Accumulator Intermediate U.S. Treasury Fund [VGTA]

F/m Accumulator Long-Term U.S. Treasury Fund [TLTA]

F/m Accumulator TIPS Fund [ZTIP]

Each a series of The RBB Fund, Inc.

3050 K Street NW, Suite 201

Washington, DC 20007

The Securities and Exchange Commission (“SEC”) has not approved or disapproved these securities or passed upon the adequacy of this Prospectus. Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS

Summary Sections	3
F/m Accumulator Ultrashort U.S. Treasury Fund [SGVA]	3
F/m Accumulator Intermediate U.S. Treasury Fund [VGTA]	9
F/m Accumulator Long-Term U.S. Treasury Fund [TLTA]	14
F/m Accumulator TIPS Fund [ZTIP]	19
Additional Information about the Funds	25
Management of the Funds	30
How to Buy and Sell Shares	31
Dividends, Distributions, and Taxes	32
Distribution	33
Additional Considerations	33
Financial Highlights	35
For More Information	37

No securities dealer, sales representative, or any other person has been authorized to give any information or to make any representations, other than those contained in this Prospectus or in approved sales literature in connection with the offer contained herein, and if given or made, such other information or representations must not be relied upon as having been authorized by the F/m Accumulator Ultrashort U.S. Treasury Fund, the F/m Accumulator Intermediate U.S. Treasury Fund, the F/m Accumulator Long-Term U.S. Treasury Fund, and/or the F/m Accumulator TIPS Fund (each a “Fund” and together the “Funds”) or The RBB Fund, Inc. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby in any jurisdiction or to any person to whom it is unlawful to make such offer.

SUMMARY SECTION – F/m Accumulator Ultrashort U.S. Treasury Fund [SGVA]

Investment Objective

The investment objective of the F/m Accumulator Ultrashort U.S. Treasury Fund (the “F/m Accumulator Ultrashort Treasury Fund” or the “Fund”) is to generate total return through exposure to U.S. Treasury securities with remaining maturities between zero (0) to twelve (12) months while minimizing dividend and/or distribution payments.

Fees and Expenses

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

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

Management Fees	[ ]
Distribution (12b-1) Fees	None
Acquired Fund Fees and Expenses⁽¹⁾	[ ]
Other Expenses	None
Total Annual Fund Operating Expenses	[ ]

(1)

“Acquired Fund Fees and Expenses” (“AFFE”) are indirect fees and expenses that the Fund incurs from investing in the shares of other investment companies. Total Annual Fund Operating Expenses do not correlate to the expense ratio in the Fund’s Financial Highlights because the Financial Highlights include only the direct operating expenses incurred by the Fund, and exclude AFFE.

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then hold or redeem all of your Shares at the end of those periods. The Example also assumes that: (1) your investment has a 5% return each year, and (2) the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

1 Year	3 Years
$[ ]	$[ ]

Portfolio Turnover

The Fund and the underlying funds in which the Fund invests pay transaction costs, such as commissions, when they buy and sell securities (or “turn over” their portfolios). A higher portfolio turnover rate for the Fund or underlying funds may indicate higher transaction costs and may result in the Fund or underlying funds incurring increased expenses and/or higher taxes when Shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. Portfolio turnover rate may vary from year-to-year or within a year. No portfolio turnover rate is provided for the Fund because the Fund did not commence operations prior to the date of this Prospectus.

Principal Investment Strategies

The F/m Accumulator Ultrashort Treasury Fund is an actively managed exchange-traded fund (“ETF”) that seeks to generate total return, through exposure to U.S. Treasury securities with remaining maturities between zero (0) months to twelve (12) months (“Ultrashort U.S. Treasury Securities”) while minimizing dividend and/or distribution payments. The Fund is a “fund of funds,” meaning that rather than directly investing in Ultrashort U.S. Treasury Securities, the Fund primarily invests its assets in the shares of affiliated and unaffiliated underlying funds that are registered under the Investment Company Act of 1940, more specifically, ETFs (each an “Underlying Fund” and together, the “Underlying Funds”) that invest in, or provide exposure to, Ultrashort U.S. Treasury Securities.

Under normal market conditions, F/m Investments LLC (the “Adviser”) seeks to achieve the Fund’s objective by investing at least 80% of the Fund’s net assets (plus any borrowings for investment purposes) in one or more Underlying Funds, which at the discretion of the Adviser may include the iShares 0-3 Month Treasury Bond ETF (SGOV), State Street SPDR Bloomberg 1-3 Month T-Bill ETF (BIL), iShares 0-1 Year Treasury Bond ETF (SHV), the F/m US Treasury 3-Month Bill ETF (TBIL), the Vanguard 0-3 Month Treasury Bill ETF (VBIL), the State Street SPDR Bloomberg 3-12 Month T-Bill ETF (BILS), Invesco Short-Term Treasury ETF (TBLL) and/or other Underlying Funds that invest primarily in Ultrashort U.S. Treasury Securities.

The Adviser seeks to manage the Fund’s portfolio such that the Fund minimizes any dividend or other income distributions to shareholders each year. The strategy has been designed for investors seeking to achieve tax-managed exposure to Ultrashort U.S. Treasury Securities. Underlying Fund dividends are paid to shareholders of record on the record date, and the Adviser seeks to manage the Fund’s portfolio such that it does not hold Underlying Fund shares on any dividend record date. Accordingly, the Fund may temporarily rotate into and out of Underlying Funds at the discretion of the Adviser to avoid receiving a dividend distribution, or for other reasons. To achieve such a rotation, the Fund typically will effect in-kind creation and redemption transactions, which the Adviser does not expect to have tax implications beyond those ordinarily associated with in-kind transactions.

The Fund may also invest in cash and cash equivalents or money market instruments for cash management purposes. Additionally, the Fund may also invest in derivatives such as options, futures contracts, or swap agreements in order to achieve its investment objective.

The Fund may enter into reverse repurchase agreements in amounts not exceeding one-third of the Fund’s total assets (including the amount borrowed).

The Fund may also seek to increase its income by lending securities. These loans will be secured by collateral (consisting of cash, U.S. government securities, or irrevocable letters of credit) maintained in an amount equal to at least 102% for domestic issuers and 105% of foreign issuers of the market value, determined daily, of the loaned securities. Cash collateral received by the Fund in connection with its lending of portfolio securities will be invested in short-term investments, including money market funds.

In order to respond to adverse market, economic, political, or other conditions, the Fund may assume a temporary defensive position that is inconsistent with its investment objective and principal investment strategy and invest without limit in cash and prime quality cash equivalents such as prime commercial paper and other money market instruments, although it may only do so for up to 90 days. A defensive position, taken at the wrong time, may have an adverse impact on the Fund’s performance. The Fund may be unable to achieve its investment objective during the employment of a temporary defensive measure.

The Fund intends to elect to be and intends to qualify each year for treatment as a regulated investment company (“RIC”) under Subchapter M of Subtitle A, Chapter 1, of the Internal Revenue Code of 1986, as amended (the “Code”).

Principal Investment Risks

The value of the Fund’s investments may decrease, which will cause the value of the Fund’s Shares to decrease. As a result, you may lose money on your investment in the Fund, and there can be no assurance that the Fund will achieve its investment objective. The Fund’s principal risks are presented in alphabetical order to facilitate finding particular risks and comparing them with other funds. Each risk summarized below is considered a “principal risk” of investing in the Fund, regardless of the order in which it appears. Different risks may be more significant at various times depending on market conditions or other factors.

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Active Management Risk. The Fund is actively managed using proprietary investment strategies and processes. There can be no guarantee that these strategies and processes will be successful or that the Fund will achieve its investment objective.

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Affiliated Fund Risk. Affiliated fund risk is the risk that the Adviser may select Underlying Funds and/or investments for the Fund based on its own financial interests or other business considerations rather than the Fund’s interests. The Adviser may be subject to potential conflicts of interest in selecting the Underlying Funds because affiliated Underlying Funds pay an advisory fee to the Adviser based on their assets, the fees paid to the Adviser by some affiliated Underlying Funds may be higher than other Underlying Funds or the Underlying Funds may be in need of assets to enhance their appeal to other investors, liquidity and trading and/or to enable them to carry out their investment strategies. However, the Adviser is a fiduciary to the Fund and is legally obligated to act in the Fund’s best interest when selecting Underlying Funds.

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Asset Class Risk. The securities and other assets in the Fund’s portfolio may underperform in comparison to the general financial markets, a particular financial market, or other asset classes.

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Call Risk. During periods of falling interest rates, an issuer of a callable bond held by an Underlying Fund may “call” or repay the security before its stated maturity, and the Underlying Fund may have to reinvest the proceeds in securities with lower yields, which would result in a decline in the Fund’s performance, or in securities with greater risks or with other less favorable features.

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Cash or Cash Equivalents Risk. At any time, the Fund may have significant investments in cash or cash equivalents. When a substantial portion of a portfolio is held in cash or cash equivalents, there is the risk that the value of the cash account, including interest, will not keep pace with inflation, thus reducing purchasing power over time. Additionally, in rising markets, holding cash or cash equivalents may adversely affect the Fund’s performance and the Fund may not achieve its investment objectives.

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Concentration Risk. The Fund may be susceptible to an increased risk of loss, including losses due to adverse events that affect the Fund’s investments more than the market as a whole, to the extent that the Fund’s investments are concentrated in a particular issue, issuer or issuers, country, market segment, or asset class.

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Credit Risk. The value of your investment in the Fund may change in response to changes in the credit ratings of the Fund’s portfolio securities, including with respect to Underlying Funds. Generally, investment risk and price volatility increase as a security’s credit rating declines. The financial condition of an issuer of a fixed income security held by such Fund or an Underlying Fund may cause it to default or become unable to pay interest or principal due on the security.

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Cyber Security Risk. Cyber security risk is the risk of an unauthorized breach and access to the Fund’s assets, Fund or customer data (including private shareholder information), or proprietary information, or the risk of an incident occurring that causes the Fund, the Adviser, custodian, transfer agent, distributor and other service providers and financial intermediaries to suffer data breaches, data corruption or lose operational functionality or prevent the Fund’s investors from purchasing, redeeming or exchanging Shares or receiving distributions. While the Fund and the Adviser have established business continuity plans and risk management systems seeking to address system breaches or failures, there are inherent limitations in such plans and systems. Further, the Fund cannot control the cybersecurity plans and systems of the Fund’s service providers, market makers, or issuers of securities in which the Fund invests. The Fund and the Adviser have limited ability to prevent or mitigate cyber security incidents affecting third-party service providers, and such third-party service providers may have limited indemnification obligations to the Fund or the Adviser. Successful cyber-attacks or other cyber-failures or events affecting the Fund or its service providers may adversely impact and cause financial losses to the Fund or its shareholders. Issuers of securities in which the Fund invests are also subject to cyber security risks, and the value of these securities could decline if the issuers experience cyberattacks or other cyber-failures.

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Derivatives Risk. A derivative is an instrument with a value based on the performance of an underlying currency, security, index or other reference asset. The use of derivatives involves risks different from, or greater than, the risks associated with investing in more traditional investments. Derivatives involve costs, may create leverage, and may be illiquid, volatile, and difficult to value. The Fund may not be able to close out or sell a derivative position at a particular time or at an anticipated price. The use of derivatives could also result in a loss if the counterparty to the transaction does not perform as promised, including because of such counterparty’s bankruptcy or insolvency. The investment results achieved by the use of derivatives by the Fund may not match or fully offset changes in the value of the underlying security, index or other reference asset that it was attempting to hedge or the investment opportunity the Fund was attempting to pursue.

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ETF Risk. The Fund is an ETF, and, as a result of an ETF’s structure, it is exposed to the following risks:

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Authorized Participants, Market Makers and Liquidity Providers Concentration Risk. Only an authorized participant (“AP”) may engage in creation or redemption transactions directly with the Fund. The Fund has a limited number of financial institutions that are institutional investors and may act as APs. In addition, there may be a limited number of market makers and/or liquidity providers in the marketplace. To the extent either of the following events occur, there may be significantly diminished trading in Fund Shares, Fund Shares may trade at a material discount to net asset value (“NAV”), and Fund Shares may possibly face delisting: (i) if APs exit the business or otherwise become unable to process creation and/or redemption orders and no other APs step forward to perform these services, or (ii) market makers and/or liquidity providers exit the business or significantly reduce their business activities and no other entities step forward to perform their functions. These events, among others, may lead to Fund Shares trading at a premium or discount to NAV. Thus, you may pay more (or less) than the NAV when you buy Shares of the Fund in the secondary market, and you may receive less (or more) than NAV when you sell those Shares in the secondary market. A diminished market for an ETF’s shares substantially increases the risk that a shareholder may pay considerably more or receive significantly less than the underlying value of the ETF shares bought or sold. In periods of market volatility, APs, market makers and/or liquidity providers may be less willing to transact in Fund Shares.

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Secondary Market Trading Risk. Although Shares are intended to be listed on a national securities exchange, The Nasdaq Stock Market LLC (the “Exchange”), and may be traded on U.S. exchanges other than the Exchange, there can be no assurance that an active or liquid trading market for them will develop or be maintained. In addition, trading in Shares on the Exchange may be halted. During periods of market stress, there may be times when the market price of Shares is more than the NAV intra-day (premium) or less than the NAV intra-day (discount). This risk is heightened in times of market volatility or periods of steep market declines.

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Shares May Trade at Prices Other Than NAV Risk. As with all ETFs, Shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of Shares will approximate the Fund’s NAV, there may be times when the market price of Shares is more than the NAV intra-day (premium) or less than the NAV intra-day (discount). This risk is heightened in times of market volatility or periods of steep market declines. As with all ETFs, Shares may be bought and sold in the secondary market at market prices. Shares trade on a stock exchange at prices at, above, or below the Fund’s most recent NAV. The Fund’s NAV is calculated at the end of each business day and fluctuates with changes in the market value of the Fund’s holdings. The trading price of the Shares fluctuates continuously throughout trading hours on the exchange, based on both the relative market supply of, and demand for, the Shares and the underlying value of the Fund’s portfolio holdings. As a result, the trading prices of the Shares may deviate from the Fund’s NAV. Although it is expected that the market price of Shares will approximate the Fund’s NAV, there may be times when the market price of Shares is more than the NAV intra-day (premium) or less than the NAV intra-day (discount). This risk is heightened in times of market volatility or periods of steep market declines. Any of these factors, among others, may lead to the Shares trading at a premium or discount to NAV.

As the Fund invests in Underlying Funds, which are also ETFs, the Fund will be further exposed to the above ETF risks.

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Fixed-Income Market Risk. The market value of a fixed-income security may decline due to general market conditions that are not specifically related to a particular issuer, such as real or perceived adverse economic conditions, changes in the outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. The fixed-income securities market can be susceptible to increases in volatility and decreases in liquidity. Liquidity can decline unpredictably in response to overall economic conditions or credit tightening. Increases in volatility and decreases in liquidity may be caused by a rise in interest rates (or the expectation of a rise in interest rates). An unexpected increase in Fund redemption requests, including requests from shareholders who may own a significant percentage of the Fund’s Shares, which may be triggered by market turmoil or an increase in interest rates, could cause the Fund to sell its holdings at a loss or at undesirable prices and adversely affect the Fund’s Share price and increase the Fund’s liquidity risk, expenses and/or taxable distributions.

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Fixed-Income Securities Risk. Fixed-income securities are subject to the risk of the issuer’s inability to meet principal and interest payments on its obligations (i.e., credit risk) and are subject to price volatility resulting from, among other things, interest rate sensitivity, market perception of the creditworthiness of the issuer, willingness of broker-dealers and other market participants to make markets in the applicable securities, and general market liquidity (i.e., market risk). Lower rated fixed-income securities have greater volatility because there is less certainty that principal and interest payments will be made as scheduled. There is a risk that a lack of liquidity or other adverse credit market conditions may hamper the Fund’s ability to sell the debt securities in which it invests.

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Fund of Funds Risk. Because it invests primarily in other funds, including ETFs, the Fund’s investment performance largely depends on the investment performance of the selected Underlying Funds. The Fund is indirectly exposed to all of the risks of an investment in an Underlying Fund. In addition, at times, certain of the segments of the market represented by an Underlying Fund in which the Fund invests may be out of favor and underperform other segments. The Fund will also bear the proportionate share of the fees and expenses of an Underlying Fund in which it invests, which can result in higher expenses.

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Futures Risk. Futures are standardized, exchange-traded contracts that obligate a purchaser to take delivery, and a seller to make delivery, of a specific amount of an asset at a specified future date at a specified price. The primary risks associated with the use of futures contracts and options are: (a) the imperfect correlation between the change in market value of the instruments held by the Fund and the price of the futures contract or option; (b) the possible lack of a liquid secondary market for a futures contract and the resulting inability to close a futures contract when desired; (c) losses caused by unanticipated market movements, which are potentially unlimited; (d) the Adviser’s inability to predict correctly the direction of securities prices, interest rates, currency exchange rates and other economic factors; and (e) the possibility that the counterparty will default in the performance of its obligations.

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High Portfolio Turnover Risk. Active and frequent trading of the Fund’s portfolio securities may result in increased transaction costs to the Fund, including brokerage commissions, dealer mark-ups and other transaction costs, which could reduce the Fund’s return.

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Income Risk. Under certain market conditions, the Fund may invest in Underlying Funds that are subject to income risk. The Fund’s income may decline when interest rates fall or if there are defaults in its portfolio. This decline can occur because the Fund may subsequently invest in lower-yielding securities as debt securities in its portfolio mature, are near maturity or are called, or the Fund otherwise needs to purchase additional debt securities.

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Inflation Risk. Under certain market conditions, the Fund may invest in an Underlying Fund that is subject to inflation risk. Inflation risk is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the present value of the Fund’s assets may decline.

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Interest-Rate Risk. Interest rate risk is the risk of losses attributable to changes in interest rates. In general, if prevailing interest rates rise, the values of debt instruments tend to fall, and if interest rates fall, the values of debt instruments tend to rise. Changes in the value of a debt instrument usually will not affect the amount of income the Fund receives from it but will generally affect the value of your investment in the Fund. Changes in interest rates may also affect the liquidity of the Fund’s investments in debt instruments. In general, the longer the maturity or duration of a debt instrument, the greater its sensitivity to changes in interest rates. The Fund is subject to the risk that the income generated by its investments may not keep pace with inflation. Actions by governments and central banking authorities can result in increases or decreases in interest rates, which may negatively affect the value of debt instruments held by the Fund and have a negative impact on the Fund’s performance and NAV. Rising interest rates may prompt redemptions from the Fund, which may force the Fund to sell investments at a time when it is not advantageous to do so, which could result in losses. During periods of very low or negative interest rates, the Fund may be unable to maintain positive returns or pay dividends to Fund shareholders. Very low or negative interest rates may magnify interest rate risk. Changing interest rates, including rates that fall below zero, may have unpredictable effects on markets, result in heightened market volatility and detract from the Fund’s performance to the extent the Fund is exposed to such interest rates. Additionally, under certain market conditions in which interest rates are low and the market prices for portfolio securities have increased, the Fund may have a very low or even negative yield. A low or negative yield would cause the Fund to lose money in certain conditions and over certain time periods. An increase in interest rates will generally cause the value of securities held by the Fund to decline, may lead to heightened volatility in the fixed-income markets and may adversely affect the liquidity of certain fixed-income investments, including those held by the Fund. The historically low-interest rate environment in recent years heightens the risks associated with rising interest rates.

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Issuer Risk. The performance of the Fund’s investment in Underlying Funds depends on the performance of individual securities or other assets to which the Underlying Fund has exposure. The value of securities or other assets may decline, or perform differently from the market as a whole, due to changes in the financial condition or credit rating of the issuer or counterparty.

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Liquidity Risk. Certain securities held by an Underlying Fund may be difficult (or impossible) to sell at the time and at the price the Adviser would like. As a result, an Underlying Fund may have to hold these securities longer than it would like and may forego other investment opportunities. There is the possibility that an Underlying Fund may lose money or be prevented from realizing capital gains if it cannot sell a security at a particular time and price.

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Management Risk. The Fund is subject to management risk, which is the risk that the Adviser’s analysis of economic conditions and expectations regarding the performance of Underlying Funds or other Fund investments may fail to produce the intended results. In other words, the individual investments of the Fund may not perform as well as expected, and/or the Fund’s portfolio management practices may not work to achieve their desired result.

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Market Risk. Economies and financial markets throughout the world are becoming increasingly interconnected, which increases the likelihood that events or conditions in one country or region will adversely impact markets or issuers in other countries or regions. The value of the Fund and/or the Underlying Fund’s investments may be negatively affected by adverse changes in overall economic or market conditions, such as the level of economic activity and productivity, unemployment and labor force participation rates, inflation or deflation (and expectations for inflation or deflation), interest rates, demand and supply for particular products or resources including labor, and debt levels and credit ratings, among other factors. Such adverse conditions may contribute to an overall economic contraction across entire economies or markets, which may negatively impact the profitability of issuers operating in those economies or markets. The Fund and the Underlying Funds subject to the risk that geopolitical events will disrupt securities markets and adversely affect global economies and markets. The Fund and the Underlying Funds’ NAV and market price may fluctuate significantly in response to these and other factors including economic, political, or financial events, public health crises (such as epidemics or pandemics), or other disruptive events (whether real, expected or perceived) in the U.S. and global markets. The Fund could lose money over short periods due to short-term market movements and over longer periods during more prolonged market downturns. As a result, an investor could lose money over short or long periods of time.

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Market Price Risk. Fund Shares are listed for trading on an exchange and are bought and sold in the secondary market at market prices. The market prices of Shares will fluctuate, in some cases materially, in response to changes in the NAV and supply and demand for Shares. As a result, the trading prices of Shares may deviate significantly from the NAV during periods of market volatility. The Adviser cannot predict whether Shares will trade above, below or at their NAV. Given the fact that Shares can be created and redeemed in Creation Units (defined below), the Adviser believes that large discounts or premiums to the NAV of Shares should not be sustained in the long-term. If market makers exit the business or are unable to continue making markets in Fund Shares, Shares may trade at a discount to NAV like closed-end fund shares and may even face delisting (that is, investors would no longer be able to trade Shares in the secondary market). Further, while the creation/redemption feature is designed to make it likely that Shares normally will trade close to the value of the Fund’s holdings, disruptions to creations and redemptions, including disruptions at market makers, APs or market participants, or during periods of significant market volatility, may result in market prices that differ significantly from the value of the Fund’s holdings. Although market makers will generally take advantage of differences between the NAV and the market price of Fund Shares through arbitrage opportunities, there is no guarantee that they will do so. In addition, the securities held by the Fund may be traded in markets that close at a different time than the exchange on which the Fund’s Shares trade. Liquidity in those securities may be reduced after the applicable closing times. Accordingly, during the time when the exchange is open but after the applicable market closing, fixing or settlement times, bid-ask spreads and the resulting premium or discount to the Shares’ NAV is likely to widen. Further, secondary markets may be subject to irregular trading activity, wide bid-ask spreads and extended trade settlement periods, which could cause a material decline in the Fund’s NAV. The Fund’s investment results are measured based upon the daily NAV of the Fund. Investors purchasing and selling Shares in the secondary market may not experience investment results consistent with those experienced by those APs creating and redeeming Shares directly with the Fund.

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Market Trading Risk. The Fund faces numerous market trading risks, including the potential lack of an active market for Fund Shares (including through a trading halt), losses from trading in secondary markets, periods of high volatility, and disruptions in the process of creating and redeeming Fund Shares. Any of these factors, among others, may lead to the Fund’s Shares trading in the secondary market at a premium or discount to NAV or to the intraday value of the Fund’s portfolio holdings. If you buy Fund Shares at a time when the market price is at a premium to NAV or sell Fund Shares at a time when the market price is at a discount to NAV, you may pay significantly more or receive significantly less than the underlying value of the Fund Shares.

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New Fund Risk. The Fund is a newly-organized management investment company with a limited operating history. In addition, there can be no assurance that the Fund will grow to, or maintain, an economically viable size, in which case the Board of Directors (the “Board”) of The RBB Fund, Inc. (the “Company”) may determine to liquidate the Fund.

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Operational Risk. The Fund is exposed to operational risks arising from a number of factors, including, but not limited to, human error, processing and communication errors, errors of the Fund’s service providers, counterparties, or other third parties, failed or inadequate processes and technology or systems failures. The Fund and the Adviser seek to reduce these operational risks through controls and procedures. However, these measures do not address every possible risk and may be inadequate to address significant operational risks.

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Options Risk. If the Fund purchases a call option, it receives, in return for the premium it pays, the right to buy from the writer of the option the underlying security at a specified price at any time before the option expires. The Fund purchases call options in anticipation of an increase in the market value of securities that it intends ultimately to buy. During the life of the call option, the Fund is able to buy the underlying security at the exercise price regardless of any increase in the market price of the underlying security. In order for a call option to result in a gain, the market price of the underlying security must exceed the sum of the exercise price, the premium paid, and transaction costs.

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Premium/Discount Risk. The market price of the Fund’s Shares will generally fluctuate in accordance with changes in the Fund’s NAV as well as the relative supply of and demand for Shares on the Exchange. The Adviser cannot predict whether Shares will trade below, at, or above their NAV because the Shares trade on the Exchange at market prices and not at NAV. Price differences may be due, in large part, to the fact that supply and demand forces at work in the secondary trading market for Shares will be closely related, but not identical, to the same forces influencing the prices of the holdings of the Fund trading individually or in the aggregate at any point in time. However, given that Shares can only be purchased and redeemed in Creation Units, and only to and from broker-dealers and large institutional investors that have entered into participation agreements (unlike shares of closed-end funds, which frequently trade at appreciable discounts from, and sometimes at premiums to, their NAV), the Adviser believes that large discounts or premiums to the NAV of Shares should not be sustained. During stressed market conditions, the market for the Fund’s Shares may become less liquid in response to deteriorating liquidity in the market for the Fund’s underlying holdings, which could in turn lead to differences between the market price of the Fund’s Shares and their NAV and the bid/ask spread on the Fund’s Shares may widen.

●

Prepayment and Extension Risk. When interest rates fall, issuers of high interest debt obligations may pay off the debts earlier than expected (prepayment risk), and the Fund may have to reinvest the proceeds at lower yields. When interest rates rise, issuers of lower interest debt obligations may pay off the debts later than expected (extension risk), thus keeping the Fund’s assets tied up in lower interest debt obligations. Ultimately, any unexpected behavior in interest rates could increase the volatility of the Fund’s Shares price and yield and could hurt fund performance. Prepayments could also create capital gains tax liability in some instances.

●

Pricing Risk. If market conditions make it difficult to value some investments, the Fund may value these investments using more subjective methods, such as fair value pricing. In such cases, the value determined for an investment could be different from the value realized upon such investment’s sale. As a result, you could pay more than the market value when buying Fund Shares or receive less than the market value when selling Fund Shares.

●

Rating Agencies Risk. Ratings are not an absolute standard of quality, but rather general indicators that reflect only the view of the originating rating agencies from which an explanation of the significance of such ratings may be obtained. There is no assurance that a particular rating will continue for any given period of time or that any such rating will not be revised downward or withdrawn entirely if, in the judgment of the agency establishing the rating, circumstances so warrant. A downward revision or withdrawal of such ratings, or either of them, may have an effect on the liquidity or market price of the securities in which an Underlying Fund invests.

●

Reinvestment Risk. Reinvestment risk is the risk that the Fund’s portfolio will decline if and when the Fund reinvests the proceeds from the disposition of its portfolio securities at market interest rates that are below the portfolio’s current earnings rate. A decline in income could negatively affect the market price of the Shares.

●

Reverse Repurchase Agreements Risk. Reverse repurchase agreements are a form of secured borrowing and subject the Fund to the risks associated with leverage, including exposure to potential gains and losses in excess of the amount invested, resulting in an increase in the speculative character of the Fund’s outstanding Shares. Reverse repurchase agreements involve the risk that the investment return earned by the Fund (from the investment of the proceeds) will be less than the interest expense of the transaction, that the market value of the securities sold by the Fund will decline below the price the Fund is obligated to pay to repurchase the securities, and that the other party may fail to return the securities in a timely manner or at all.

●

Risk of Investing in the U.S. Certain changes in the U.S. economy, such as when the U.S. economy weakens or when its financial markets decline, may have an adverse effect on the securities to which the Fund has exposure.

●

Sector Risk. To the extent the Fund invests more heavily in particular sectors of the economy, its performance will be especially sensitive to developments that significantly affect those sectors.

●

Securities Lending Risk. The Fund may engage in securities lending (i.e., lend portfolio securities to institutions, such as certain broker-dealers). Securities lending involves the risk that the Fund may lose money because the borrower of the loaned securities fails to return the securities in a timely manner or at all. The Fund could also lose money in the event of a decline in the value of collateral provided for loaned securities or a decline in the value of any investment made with cash collateral. These events could also trigger adverse tax consequences for the Fund. The Fund could also experience a loss or delay in the recovery of its securities if the borrowing institution breaches its agreement with the Fund.

●

Tax Risk. Because the Fund is expected to invest in the Underlying Funds, distributions of short-term capital gains by an Underlying Fund will be recognized as ordinary income by the Fund and would not be offset by the Fund’s capital loss carryforwards, if any. Capital loss carryforwards of an Underlying Fund, if any, will not be available to offset net capital gains of the Fund. Further, the Fund’s realized losses on sales of shares of an Underlying Fund may be indefinitely or permanently deferred as “wash sales” to the extent it re-acquires shares of the same Underlying Fund within the 61-day period beginning 30 days prior to the disposition date. [Additionally, the Fund intends to qualify annually to be treated as a RIC under the Code. To qualify as a RIC under the Code, the Fund must invest in assets which produce the types of income specified in the Code and the Treasury regulations (“Qualifying Income”). If the Fund’s income is determined to not be Qualifying Income, it may cause the Fund to fail to qualify as a RIC under the Code.]

●

Underlying Funds Risk. The Fund’s investment in shares of Underlying Funds subjects it to the risks of owning the securities of the Underlying Fund, as well as the same structural risks faced by an investor purchasing shares of the Underlying Fund, including authorized participant concentration risk, market maker risk, premium/discount risk and trading issues risk. As a shareholder in another ETF, the Fund bears its proportionate share of the ETF’s expenses, subjecting Fund shareholders to duplicative expenses. Since the Fund invests in the Underlying Funds, the Fund’s investment performance and risks are likely to be directly related to those of the Underlying Funds. The Fund’s NAV will change with changes in the value of the Underlying Funds and other assets that the Fund holds. The shares of an Underlying Fund may trade at a premium or discount to the Underlying Fund’s NAV. Investors in the Fund will indirectly bear the expenses charged by the Underlying Funds, and an investment in the Fund may entail more expenses than a direct investment in the Underlying Funds.

●

U.S. Government Obligations Risk. While U.S. Treasury obligations are backed by the “full faith and credit” of the U.S. Government, such securities are nonetheless subject to credit risk (i.e., the risk that the U.S. Government may be, or be perceived to be, unable or unwilling to honor its financial obligations, such as making payments). Securities issued or guaranteed by federal agencies or authorities and U.S. Government-sponsored instrumentalities or enterprises may or may not be backed by the full faith and credit of the U.S. Government. U.S. Treasury obligations may differ from other securities in their interest rates, maturities, times of issuance and other characteristics and may provide relatively lower returns than those of other securities. Similar to other issuers, changes to the financial condition or credit rating of the U.S. government may cause the value of the Fund’s U.S. Treasury obligations to decline.

●

U.S. Treasury and Agency Market Risk. The U.S. Treasury and agency market can be volatile, and the value of instruments correlated with these markets may fluctuate dramatically from day to day. U.S. Treasury and agency obligations may provide relatively lower returns than those of other securities. Similar to other debt instruments, U.S. Treasury and agency obligations are subject to debt instrument risk and interest rate risk. In addition, changes to the financial condition or credit rating of the U.S. Government may cause the value of U.S. Treasury and agency obligations to decline. U.S. Treasury obligations are backed by the “full faith and credit” of the U.S. government and are generally considered to have negligible credit risk. Securities issued or guaranteed by federal agencies or authorities and U.S. government-sponsored instrumentalities or enterprises may or may not be backed by the full faith and credit of the U.S. government.

●

Valuation Risk. The prices provided by the Fund’s pricing services or independent dealers or the fair value determinations made by the valuation committee of the Adviser may be different from the prices used by other funds or from the prices at which securities are actually bought and sold. The prices of certain securities provided by pricing services may be subject to frequent and significant change, and will vary depending on the information that is available.

Performance Information: Performance information for the Fund is not included because the Fund had not commenced operations prior to the date of this Prospectus. Performance information will be included once the Fund has at least one calendar year of performance. Updated performance information will be available on the Fund’s website at www.fminvest.com.

Management

Investment Adviser

F/m Investments LLC serves as the investment adviser to the Fund.

Portfolio Managers

Team Member	Primary Titles	Start Date with Fund
Peter Baden	Managing Director, Director of Fixed Income Strategy	Inception
Kevin Conrath	Vice President, Portfolio Manager	Inception
Marcin Zdunek	Managing Director, Head of Capital Markets & Portfolio Manager	Inception

Purchase and Sale of Fund Shares

Shares are intended to be listed on the Exchange, and investors can only buy and sell Shares through brokers or dealers at market prices, rather than NAV. Because Shares trade at market prices rather than NAV, Shares may trade at a price greater than NAV (premium) or less than NAV (discount). An investor may incur costs attributable to the difference between the highest price a buyer is willing to pay to purchase Shares (bid) and the lowest price a seller is willing to accept for Shares (ask) when buying or selling Shares in the secondary market (the “bid-ask spread”). Once available, information on the Fund’s NAV, market price, premiums and discounts, and bid-ask spreads, will be available on the Fund’s website at www.fminvest.com.

The Fund issues and redeems Shares at NAV only in large blocks known as “Creation Units,” which only APs (typically, broker-dealers) may purchase or redeem. The Fund generally issues and redeems Creation Units in exchange for a portfolio of securities closely approximating the holdings of the Fund (the “Deposit Securities”) and/or a designated amount of U.S. cash.

Tax Information

Fund distributions are generally taxable as ordinary income, qualified dividend income, or capital gains (or a combination), unless your investment is made through an individual retirement account (“IRA”) or other tax-advantaged account. Distributions on investments made through tax-deferred arrangements may be taxed later upon withdrawal of assets from those accounts.

Financial Intermediary Compensation

If you purchase Shares through a broker-dealer or other financial intermediary (such as a bank) (an “Intermediary”), the Fund’s Adviser or its affiliates may pay Intermediaries for certain activities related to the Fund, including participation in activities that are designed to make Intermediaries more knowledgeable about exchange traded products, including the Fund, or for other activities, such as marketing, educational training or other initiatives related to the sale or promotion of Shares. These payments may create a conflict of interest by influencing the Intermediary and your salesperson to recommend the Fund over another investment. Any such arrangements do not result in increased Fund expenses. Ask your salesperson or visit the Intermediary’s website for more information.

SUMMARY SECTION – F/m Accumulator Intermediate U.S. Treasury Fund [VGTA]

Investment Objective

The investment objective of the F/m Accumulator Intermediate U.S. Treasury Fund (the “F/m Accumulator Intermediate Treasury Fund” or the “Fund”) is to generate total returns through exposure to U.S. Treasury securities with remaining maturities of three (3) to ten (10) years, while minimizing dividend and/or distribution payments.

Fees and Expenses

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

Management Fees	[ ]%
Distribution (12b-1) Fees	None
Acquired Fund Fees and Expenses⁽¹⁾	[ ]%
Other Expenses	None
Total Annual Fund Operating Expenses	[ ]%

(1)

Example

1 Year	3 Years
$[ ]	$[ ]

Portfolio Turnover

The Fund and the underlying funds in which the Fund invests pay transaction costs, such as commissions, when they buy and sell securities (or “turn over” their portfolios). A higher portfolio turnover rate for the Fund or underlying funds may indicate higher transaction costs and may result in the Fund or underlying funds incurring increased expenses and/or higher taxes when Shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. The portfolio turnover rate may vary from year-to-year or within a year. No portfolio turnover rate is provided for the Fund because the Fund did not commence operations prior to the date of this Prospectus.

Principal Investment Strategies

The F/m Accumulator Intermediate Treasury Fund is an actively managed exchange-traded fund (“ETF”) that seeks to generate total return through exposure to U.S. Treasury securities with remaining maturities of three (3) to ten (10) years (“Intermediate U.S. Treasury Securities”), while minimizing dividend and/or distribution payments. The Fund is a “fund of funds,” meaning that rather than investing directly in Intermediate U.S. Treasury Securities, the Fund primarily invests its assets in the shares of affiliated and unaffiliated underlying funds that are registered under the Investment Company Act of 1940, as amended, more specifically, ETFs (each an “Underlying Fund” and together, the “Underlying Funds”) that invest in, or provide exposure to, Intermediate U.S. Treasury Securities.

Under normal market conditions, F/m Investments LLC (the “Adviser”) seeks to achieve the Fund’s objective by investing at least 80% of the Fund’s net assets (plus any borrowings for investment purposes) in one or more Underlying Funds, which, at the discretion of the Adviser, may include the Vanguard Intermediate-Term Treasury Index Fund ETF (VGIT), iShares 3-7 Year Treasury Bond ETF (IEI), Schwab Intermediate-Term U.S. Treasury ETF (SCHR), State Street® SPDR® Portfolio Intermediate Term Treasury ETF (SPTI) and/or other Underlying Funds that invest primarily in Intermediate U.S. Treasury Securities.

The Adviser seeks to manage the Fund’s portfolio such that the Fund minimizes any dividend or other income distributions to shareholders each year. The strategy has been designed for investors seeking to achieve tax-managed exposure to Intermediate U.S. Treasury Securities. Underlying Fund dividends are paid to shareholders of record on the record date, and the Adviser seeks to manage the Fund’s portfolio such that it does not hold Underlying Fund shares on any dividend record date. Accordingly, the Fund may temporarily rotate into and out of Underlying Funds at the discretion of the Adviser to avoid receiving a dividend distribution, or for other reasons. To achieve such a rotation, the Fund typically will effect in-kind creation and redemption transactions, which the Adviser does not expect to have tax implications beyond those ordinarily associated with in-kind transactions.

The Fund may enter into reverse repurchase agreements in amounts not exceeding one-third of the Fund’s total assets (including the amount borrowed).

Principal Investment Risks

●

Asset Class Risk. The securities and other assets in the Fund’s portfolio may underperform in comparison to the general financial markets, a particular financial market, or other asset classes.

●

ETF Risk. The Fund is an ETF, and, as a result of an ETF’s structure, it is exposed to the following risks:

●

As the Fund invests in Underlying Funds, which are also ETFs, the Fund will be further exposed to the above ETF risks.

●

Tax Risk. Because the Fund is expected to invest in the Underlying Funds, distributions of short-term capital gains by an Underlying Fund will be recognized as ordinary income by the Fund and would not be offset by the Fund’s capital loss carryforwards, if any. Capital loss carryforwards of an Underlying Fund, if any, will not be available to offset net capital gains of the Fund. Further, the Fund’s realized losses on sales of shares of an Underlying Fund may be indefinitely or permanently deferred as “wash sales” to the extent it re-acquires shares of the same Underlying Fund within the 61-day period beginning 30 days prior to the disposition date. Additionally, the Fund intends to qualify annually to be treated as a RIC under the Code. [To qualify as a RIC under the Code, the Fund must invest in assets which produce the types of income specified in the Code and the Treasury regulations (“Qualifying Income”). If the Fund’s income is determined to not be Qualifying Income, it may cause the Fund to fail to qualify as a RIC under the Code.]

●

Management

Investment Adviser

F/m Investments LLC serves as the investment adviser to the Fund.

Portfolio Managers

Team Member	Primary Titles	Start Date with F/m Accumulator Intermediate Treasury Fund
Peter Baden	MD, Director of Fixed Income Strategy	Inception
Kevin Conrath	VP, Portfolio Manager	Inception
Marcin Zdunek	MD, Head of Capital Markets and Portfolio Manager	Inception

Purchase and Sale of F/m Accumulator Intermediate Treasury Fund Shares

Tax Information

Financial Intermediary Compensation

SUMMARY SECTION – F/m Accumulator Long-Term U.S. Treasury Fund [TLTA]

Investment Objective

The investment objective of the F/m Accumulator Long-Term U.S. Treasury Fund (the “F/m Accumulator Long Treasury Fund” or the “Fund”) is to generate total returns through exposure to U.S. Treasury securities with remaining maturities greater than twenty (20) years, while minimizing dividend and/or distribution payments.

Fees and Expenses

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

Management Fees	[ ]%
Distribution (12b-1) Fees	None
Acquired Fund Fees and Expenses⁽¹⁾	[ ]%
Other Expenses	None
Total Annual Fund Operating Expenses	[ ]%

(1)

Example

1 Year	3 Years
$[ ]	$[ ]

Portfolio Turnover

Principal Investment Strategies

The F/m Accumulator Long Treasury Fund is an actively managed exchange-traded fund (“ETF”) that seeks to generate total return through exposure to U.S. Treasury securities with remaining maturities of greater than twenty (20) years (“Long-Term U.S. Treasury Securities”), while minimizing dividend and/or distribution payments. The Fund is a “fund of funds,” meaning that, rather investing directly in Long-Term U.S. Treasury Securities, the Fund primarily invests its assets in the shares of affiliated and unaffiliated underlying funds that are registered under the Investment Company Act of 1940, as amended, more specifically, ETFs (each an “Underlying Fund” and together, the “Underlying Funds”) that invest in, or provide exposure to, Long-Term U.S. Treasury Securities.

Under normal market conditions, F/m Investments LLC (the “Adviser”) seeks to achieve the Fund’s objective by investing at least 80% of the Fund’s net assets (plus any borrowings for investment purposes) in one or more Underlying Funds, which, at the discretion of the Adviser, may include the iShares 20+ Year Treasury Bond ETF (TLT), iShares 10-20 Year Treasury Bond ETF (TLH), State Street® SPDR® Portfolio Long Term Treasury ETF (SPTL), Vanguard Long-Term Treasury Index Fund ETF (VGLT) and/or other Underlying Funds that invest primarily in Long-Term U.S. Treasury Securities.

The Adviser seeks to manage the Fund’s portfolio such that the Fund minimizes any dividend or other income distributions to shareholders each year. The strategy has been designed for investors seeking to achieve tax-managed exposure to Long-Term U.S. Treasury Securities. Underlying Fund dividends are paid to shareholders of record on the record date, and the Adviser seeks to manage the Fund’s portfolio such that it does not hold Underlying Fund shares on any dividend record date. Accordingly, the Fund may temporarily rotate into and out of Underlying Funds at the discretion of the Adviser to avoid receiving a dividend distribution, or for other reasons. To achieve such a rotation, the Fund typically will effect in-kind creation and redemption transactions, which the Adviser does not expect to have tax implications beyond those ordinarily associated with in-kind transactions.

The Fund may enter into reverse repurchase agreements in amounts not exceeding one-third of the Fund’s total assets (including the amount borrowed).

In order to respond to adverse market, economic, political, or other conditions, the Fund may assume a temporary defensive position that is inconsistent with its investment objective and principal investment strategy and invest without limit in cash and prime quality cash equivalents such as prime commercial paper and other money market instruments. A defensive position, taken at the wrong time, may have an adverse impact on the Fund’s performance. The Fund may be unable to achieve its investment objective during the employment of a temporary defensive measure.

Principal Investment Risks

●

Asset Class Risk. The securities and other assets in the Fund’s portfolio may underperform in comparison to the general financial markets, a particular financial market, or other asset classes.

●

ETF Risk. The Fund is an ETF, and, as a result of an ETF’s structure, it is exposed to the following risks:

●

As the Fund invests in Underlying Funds, which are also ETFs, the Fund will be further exposed to the above ETF risks.

●

High Portfolio Turnover Risk. Active and frequent trading of the Fund’s portfolio securities may result in increased transaction costs to the Fund, including brokerage commissions, dealer mark-ups and other transaction costs, which could reduce the Fund’s return.

●

Tax Risk. Because the Fund is expected to invest in the Underlying Funds, distributions of short-term capital gains by an Underlying Fund will be recognized as ordinary income by the Fund and would not be offset by the Fund’s capital loss carryforwards, if any. Capital loss carryforwards of an Underlying Fund, if any, will not be available to offset net capital gains of the Fund. Further, the Fund’s realized losses on sales of shares of an Underlying Fund may be indefinitely or permanently deferred as “wash sales” to the extent it re-acquires shares of the same Underlying Fund within the 61-day period beginning 30 days prior to the disposition date. Additionally, the Fund intends to qualify annually to be treated as a RIC under the Code. To qualify as a RIC under the Code, the Fund must invest in assets which produce the types of income specified in the Code and the Treasury regulations (“Qualifying Income”). If the Fund’s income is determined to not be Qualifying Income, it may cause the Fund to fail to qualify as a RIC under the Code.

●

Management

Investment Adviser

F/m Investments LLC serves as the investment adviser to the Fund.

Portfolio Managers

Team Member	Primary Titles	Start Date with F/m Accumulator Long Treasury Fund
Peter Baden	MD, Director of Fixed Income Strategy	Inception
Kevin Conrath	VP, Portfolio Manager	Inception
Marcin Zdunek	MD, Head of Capital Markets and Portfolio Manager	Inception

Purchase and Sale of F/m Accumulator Long Treasury Fund Shares

Tax Information

Financial Intermediary Compensation

SUMMARY SECTION – F/m Accumulator TIPS Fund [ZTIP]

Investment Objective

The investment objective of the F/m Accumulator TIPS Fund (the “F/m Accumulator TIPS Fund” or the “Fund”) is to seek to deliver investment returns that correspond (before fees and expenses) with the U.S. Treasury Inflation-Protected Securities (TIPS) market, while minimizing dividend and/or distribution payments.

Fees and Expenses

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

Management Fees	[ ]%
Distribution (12b-1) Fees	None
Acquired Fund Fees and Expenses⁽¹⁾	[ ]%
Other Expenses	None
Total Annual Fund Operating Expenses	[ ]%

(1)

Example

1 Year	3 Years
$[ ]	$[ ]

Portfolio Turnover

The Fund and the underlying funds in which the Fund invests pays transaction costs, such as commissions, when they buy and sell securities (or “turn over” their portfolios). A higher portfolio turnover rate for the Fund or underlying funds may indicate higher transaction costs and may result in the Fund or underlying funds to incur increased expenses and/or higher taxes when Fund Shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. Portfolio turnover rate may vary from year-to-year or within a year. No portfolio turnover rate is provided for the Fund because the Fund did not commence operations prior to the date of this Prospectus.

Principal Investment Strategies

The F/m Accumulator TIPS Fund is an actively managed exchange-traded fund (“ETF”) that seeks to deliver investment returns that correspond (before fees and expenses) with the U.S. Treasury Inflation-Protected Securities (“TIPS”) market, while minimizing dividend and/or distribution payments. The Fund is a “fund of funds,” meaning that rather than directly investing in TIPS, the Fund primarily invests its assets in the shares of affiliated and unaffiliated underlying funds that are registered under the Investment Company Act of 1940, as amended, more specifically, ETFs (each an “Underlying Fund” and together, the “Underlying Funds”) that invest in, or provide exposure to, TIPS of any maturity. For purposes of this Fund, TIPS are defined as income-generating instruments whose interest and principal payments are adjusted for inflation. The inflation adjustment, which is typically applied monthly to the principal of the bond, follows a designated inflation index, the non-seasonally adjusted Consumer Price Index for All Urban Consumers (“CPI-U”), and TIPS’ principal payments are adjusted according to changes in the CPI-U. A fixed coupon rate is applied to the inflation-adjusted principal so that, as inflation rises, both the principal value and the interest payments increase. This can provide a hedge against inflation, as it helps preserve the purchasing power of an investment. Because of this inflation adjustment feature, inflation-protected bonds typically have lower yields than conventional fixed-rate bonds.

Under normal market conditions, F/m Investments LLC (the “Adviser”) seeks to achieve the Fund’s objective by investing at least 80% of the Fund’s net assets (plus any borrowings for investment purposes) in one or more Underlying Funds, which, at the discretion of the Adviser, may include the iShares TIPS Bond ETF (TIP), the Vanguard Short-Term Inflation-Protected Securities ETF (VTIP), the Schwab U.S. TIPS ETF (SCHP), the F/m Ultrashort Treasury Inflation-Protected Securities (TIPS) ETF (RBIL) and/or other Underlying Funds that invest primarily in TIPS of any maturity.

The Adviser seeks to manage the Fund’s portfolio such that the Fund minimizes any dividend or other income distributions to shareholders each year. The strategy has been designed for investors seeking to achieve tax-managed exposure to TIPS. Underlying Fund dividends are paid to shareholders of record on the record date, and the Adviser seeks to manage the Fund’s portfolio such that it does not hold Underlying Fund shares on any dividend record date. Accordingly, the Fund may temporarily rotate into and out of Underlying Funds at the discretion of the Adviser to avoid receiving a dividend distribution, or for other reasons. To achieve such a rotation, the Fund typically will effect in-kind creation and redemption transactions, which the Adviser does not expect to have tax implications beyond those ordinarily associated with in-kind transactions.

The Fund may enter into reverse repurchase agreements in amounts not exceeding one-third of the Fund’s total assets (including the amount borrowed).

The Fund has elected and intends to qualify each year for treatment as a regulated investment company (“RIC”) under Subchapter M of Subtitle A, Chapter 1, of the Internal Revenue Code of 1986, as amended (the “Code”).

Principal Investment Risks

●

Asset Class Risk. The securities and other assets in the Fund’s portfolio may underperform in comparison to the general financial markets, a particular financial market, or other asset classes.

●

ETF Risk. The Fund is an ETF, and, as a result of an ETF’s structure, it is exposed to the following risks:

●

To the extent the Fund invests in Underlying Funds, which are also ETFs, the Fund will be further exposed to the above ETF risks.

●

Inflation-Indexed Bonds Risk. The principal value of an investment is not protected or otherwise guaranteed by virtue of the Fund’s investments in inflation-indexed bonds. Inflation-indexed bonds are fixed-income securities whose principal value is periodically adjusted according to the rate of inflation. If the index measuring inflation falls, the principal value of inflation-indexed bonds will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed bonds. For bonds that do not provide a similar guarantee, the adjusted principal value of the bond repaid at maturity may be less than the original principal value. The value of inflation-indexed bonds is expected to change in response to changes in real interest rates. Real interest rates are tied to the relationship between nominal interest rates and the rate of inflation. If nominal interest rates increase at a faster rate than inflation, real interest rates may rise, leading to a decrease in value of inflation-indexed bonds. Short-term increases in inflation may lead to a decline in value. Any increase in the principal amount of an inflation-indexed bond will be considered taxable ordinary income, even though investors do not receive their principal until maturity. Periodic adjustments for inflation to the principal amount of an inflation-indexed bond may give rise to original issue discount, which will be includable in the Fund’s gross income. Due to original issue discount, the Fund may be required to make annual distributions to shareholders that exceed the cash received, which may cause the Fund to liquidate certain investments when it is not advantageous to do so. Also, if the principal value of an inflation-indexed bond is adjusted downward due to deflation, amounts previously distributed in the taxable year may be characterized in some circumstances as a return of capital.

●

Inflation-Linked Securities Risk. In general, the value of an inflation-linked security, including TIPS, will typically decrease when real interest rates (nominal interest rates reduced by the expected impact of inflation) increase and increase when real interest rates decrease. When inflation is negative or concerns over inflation are low, the value and income of inflation-linked securities could fall and result in losses for the Fund and during periods of very low inflation, the yield on an inflation-linked security may be negative. Conversely, during sustained periods of high inflation, the Fund’s yield should increase, which may not be repeated. Funds that invest heavily in inflation-linked securities do not always move in lockstep with inflation because they do not necessarily buy inflation-linked securities when they are originally issued or hold them until maturity. In addition, the accrual of inflation adjustments on the Fund’s holdings may significantly impact the current level of dividends actually paid to shareholders. Changes in inflation rates and/or interest rates may cause the Fund’s yield to vary substantially over time.

●

Tax Risk. Because the Fund is expected to invest in the Underlying Funds, distributions of short-term capital gains by an Underlying Fund will be recognized as ordinary income by the Fund and would not be offset by the Fund’s capital loss carryforwards, if any. Capital loss carryforwards of an Underlying Fund, if any, will not be available to offset net capital gains of the Fund. Further, the Fund’s realized losses on sales of shares of an Underlying Fund may be indefinitely or permanently deferred as “wash sales” to the extent it re-acquires shares of the same Underlying Fund within the 61-day period beginning 30 days prior to the disposition date. Additionally, the Fund intends to qualify annually to be treated as a RIC under the Code. To qualify as a RIC under the Code, the Fund must invest in assets which produce the types of income specified in the Code and the Treasury regulations (“Qualifying Income”). If the Fund’s income is determined to not be Qualifying Income, it may cause the Fund to fail to qualify as a RIC under the Code.

●

Management

Investment Adviser

F/m Investments LLC serves as the investment adviser to the Fund.

Portfolio Managers

Team Member	Primary Titles	Start Date with the F/m Accumulator TIPS Fund
Peter Baden	Managing Director, Director of Fixed Income Strategy	Inception
Alexander Morris	Chief Executive Officer	Inception
Marcin Zdunek	Managing Director, Head of Capital Markets & Portfolio Manager	Inception

Purchase and Sale of Fund Shares

Tax Information

Financial Intermediary Compensation

ADDITIONAL INFORMATION ABOUT THE FUNDS

Investment Objective

The investment objective of each Fund is as described in the “Investment Objectives” section of each Summary. Each Fund’s investment objective has been adopted as a non-fundamental investment policy and may be changed without shareholder approval upon sixty (60) days’ written notice to shareholders.

Portfolio Composition

The following information is in addition to, and should be read along with, the description of each Fund’s principal investment strategies in each section titled “Principal Investment Strategies” above. Each Fund has a policy to invest, under normal market conditions, at least 80% of its net assets (plus any borrowings for investment purposes) in the types of investment shown next to the Fund’s name in the table below (each, an “80% Policy”). Each Fund’s 80% Policy is non-fundamental and can be changed by the Board upon 60 days’ prior notice to shareholders. Each Fund must comply with its 80% Policy at the time the Fund invests its assets. Accordingly, when a Fund no longer meets the 80% requirement as a result of circumstances beyond its control, such as changes in the value of portfolio holdings, the Fund would not have to sell its holdings, but any new investments it makes would need to be consistent with its 80% Policy.

Fund	80% Policy
F/m Accumulator Ultrashort Treasury Fund [SGVA]	Under normal market conditions, the Adviser seeks to achieve the Fund’s objective by investing at least 80% of the Fund’s net assets (plus any borrowings for investment purposes) in one or more Underlying Funds , which at the discretion of the Adviser may include the iShares 0-3 Month Treasury Bond ETF (SGOV), State Street SPDR Bloomberg 1-3 Month T-Bill ETF (BIL), iShares 0-1 Year Treasury Bond ETF (SHV), the F/m US Treasury 3-Month Bill ETF (TBIL), the Vanguard 0-3 Month Treasury Bill ETF (VBIL), the State Street SPDR Bloomberg 3-12 Month T-Bill ETF (BILS), Invesco Short-Term Treasury ETF (TBLL) and/or other Underlying Funds that invest primarily in Ultrashort U.S. Treasury Securities
F/m Accumulator Intermediate Treasury Fund [VGTA]	Under normal market conditions, the Adviser seeks to achieve the Fund’s objective by investing at least 80% of the Fund’s net assets (plus any borrowings for investment purposes) in one or more Underlying Funds, which, at the discretion of the Adviser, may include the Vanguard Intermediate-Term Treasury Index Fund ETF (VGIT), iShares 3-7 Year Treasury Bond ETF (IEI), Schwab Intermediate-Term U.S. Treasury ETF (SCHR), State Street® SPDR® Portfolio Intermediate Term Treasury ETF (SPTI) and/or other Underlying Funds that invest primarily in Intermediate U.S. Treasury Securities.
F/m Accumulator Long-Term Treasury Fund [TLTA]	Under normal market conditions, the Adviser seeks to achieve the Fund’s objective by investing at least 80% of the Fund’s net assets (plus any borrowings for investment purposes) in one or more Underlying Funds, which, at the discretion of the Adviser, may include the iShares 20+ Year Treasury Bond ETF (TLT), iShares 10-20 Year Treasury Bond ETF (TLH), State Street® SPDR® Portfolio Long Term Treasury ETF (SPTL), Vanguard Long-Term Treasury Index Fund ETF (VGLT) and/or other Underlying Funds that invest primarily in Long-Term U.S. Treasury Securities.
F/m Accumulator TIPS Fund [ZTIP]	Under normal market conditions, the Adviser seeks to achieve the Fund’s objective by investing at least 80% of the Fund’s net assets (plus any borrowings for investment purposes) in one or more Underlying Funds, which, at the discretion of the Adviser, may include the iShares TIPS Bond ETF (TIP), the Vanguard Short-Term Inflation-Protected Securities ETF (VTIP), the Schwab U.S. TIPS ETF (SCHP), the F/m Ultrashort Treasury Inflation-Protected Securities (TIPS) ETF (RBIL) and/or other Underlying Funds that invest primarily in TIPS of any maturity.

Additional Information About the Principal Investment Strategies for All Funds

For each Fund, the Adviser seeks to manage the Fund’s portfolio such that the Fund minimizes any dividend or other income distributions to shareholders each year. The strategy has been designed for investors seeking to achieve tax-managed exposure to a particular tenure of U.S. Treasury securities or U.S. Treasury Inflation-Protected (TIPS) securities. Underlying Fund dividends are paid to shareholders of record on the record date, and the Adviser seeks to manage each Fund’s portfolio such that it does not hold Underlying Fund shares on any dividend record date. Accordingly, a Fund may temporarily rotate into and out of Underlying Funds at the discretion of the Adviser to avoid receiving a dividend distribution, or for other reasons. To achieve such a rotation, the Fund typically will effect in-kind creation and redemption transactions, which the Adviser does not expect to have tax implications beyond those ordinarily associated with in-kind transactions. There is no guarantee that a Fund will be able to completely avoid paying dividends and distributions.

The Adviser buys and sells securities based on the Adviser’s judgments about a security’s fundamentals, technical factors, remaining maturity, valuation, and contribution to the overall portfolio of each Fund. The Funds invest primarily in Underlying Funds that invest in U.S. Treasury securities of varying durations.

The Funds may invest in derivatives, such as fixed-income futures contracts, fixed-income options, fixed-income swaps, or other derivatives. The Funds may invest in derivatives only if the expected risks and rewards of the derivatives are consistent with the investment objective, policies, strategies, and risks of the Funds, as disclosed in this Prospectus. The Fund may also invest in U.S. Treasury futures for either cash management purposes or to add value since they may be favorably priced.

An investor should understand that by investing indirectly in an Underlying Fund through a Fund, an investor bears not only his or her proportionate share of certain expenses of that respective Fund (such as operating costs), but also, indirectly, similar expenses of the Underlying Fund(s). However, an investor who chooses to invest directly in an Underlying Fund would not receive the asset allocation and rebalancing services of the Adviser.

Additional Principal Risk Information

The value of the Funds’ investments may decrease, which will cause the value of the Funds’ Shares to decrease. As a result, you may lose money on your investment in any of the Funds, and there can be no assurance that any of the Funds will achieve its investment objective. An investment in the Funds is subject to one or more of the principal risks discussed below. Unless otherwise noted, each risk described below is a principal risk of investing in each Fund.

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Active Management Risk. The Funds are actively managed. Active management permits the Advisor to use reasonable discretion on how to invest the assets of the Funds in a manner that helps the Advisor achieve the Funds’ strategies. The Advisor’s security selection and/or strategy execution could cause the Funds to underperform relevant securities markets or other funds with a similar investment objectives. All else being equal, actively managed funds can have higher fees and expenses than passively managed funds.

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Affiliated Fund Risk. When the Adviser invests a Fund’s assets in an Underlying Fund that is also managed by the Adviser, the risk presented is that, due to its own financial interest or other business considerations, the Adviser may have had an incentive to make that investment in lieu of investments by the Fund directly in portfolio securities, or in lieu of investment in Underlying Funds sponsored or managed by others. This conflict of interest may be amplified when an affiliated Underlying Fund has low assets.

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Asset Class Risk. The securities and other assets in an Underlying Fund’s Portfolio or the securities and other assets in the Underlying Index, may underperform in comparison to other indexes that track, or assets that represent, other countries or geographic units, industries, markets, market segments, or asset classes. Various types of securities, other assets and indices may experience cycles of outperformance and underperformance in comparison to financial markets generally. This divergence may be due to a number of factors, including, but not limited to, inflation, interest rates, productivity, global demand for local products or resources, and regulation and government controls. This may cause the Underlying Funds, and therefore, the Funds, to underperform other investment vehicles that invest in different asset classes.

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Concentration Risk. Any of the Funds may be susceptible to an increased risk of loss, including losses due to adverse events that affect the Fund’s investments more than the market as a whole, to the extent that the Fund’s investments are concentrated in a particular issue, issuer or issuers, country, market segment, or asset class.

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Counterparty Risk. The Underlying Funds may engage in transactions in securities and financial instruments that involve counterparties. Counterparty risk is the risk that a counterparty (the other party to a transaction or an agreement or the party with whom an Underlying Fund executes transactions) to a transaction with such Underlying Fund may be unable or unwilling to make timely principal, interest or settlement payments, or otherwise honor its obligations.

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Credit Risk. In connection with a Fund’s or an Underlying Fund’s investments in fixed income securities, the value of your investment in such Fund may change in response to the credit ratings of the Fund’s or an Underlying Fund’s portfolio securities. The degree of risk for a particular security may be reflected in its credit rating. Generally, investment risk and price volatility increase as a security’s credit rating declines. The financial condition of an issuer of a fixed income security held by a Fund may cause it to default or become unable to pay interest or principal due on the security. A Fund or an Underlying Fund cannot collect interest and principal payments on a fixed income security if the issuer defaults. Investments in fixed income securities that are issued by U.S. Government sponsored entities such as the Federal National Mortgage Association, the Federal Home Loan Mortgage Association, and the Federal Home Loan Banks involve credit risk as they are not backed by the full faith and credit of the U.S. Government.

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Cyber Security Risk. With the increased use of technologies such as the internet to conduct business, each of the Funds and Underlying Funds is susceptible to operational, information security and related risks. In general, cyber incidents can result from deliberate attacks or unintentional events. Cyberattacks include, but are not limited to, gaining unauthorized access to digital systems (e.g., through “hacking” or malicious software coding) for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyber-attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites (i.e., efforts to make network services unavailable to intended users). Cyber security failures or breaches by the Adviser, an Underlying Fund’s adviser and a Fund’s or Underlying Fund’s other service providers (including, but not limited to, any of the Funds’ or Underlying Funds’ accountant, custodian, transfer agent and administrator), and the issuers of securities in which the Fund or Underlying Fund invests, have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, interference with any of the Funds’ or Underlying Funds’ ability to calculate their respective NAV, impediments to trading, the inability of Fund shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. The use of artificial intelligence and machine learning could exacerbate these risks or result in cyber security incidents that implicate personal data. In addition, substantial costs may be incurred in order to prevent any cyber incidents in the future. While the Adviser has established business continuity plans in the event of, and risk management systems to prevent, such cyber-attacks, there are inherent limitations in such plans and systems including the possibility that certain risks have not been identified. Furthermore, the Funds cannot control the cyber security plans and systems put in place by service providers to the Funds, the Underlying Funds and issuers in which the Funds invest. The Funds and their shareholders could be negatively impacted as a result.

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Derivatives Risk. A Fund may invest in derivatives directly or be exposed to derivatives through an Underlying Fund. A derivative is an instrument with a value based on the performance of an underlying currency, security, index or other reference asset. The use of derivatives involves risks different from, or greater than, the risks associated with investing in more traditional investments. Derivatives involve costs, may create leverage, and may be illiquid, volatile, and difficult to value. A Fund or an Underlying Fund may not be able to close out or sell a derivative position at a particular time or at an anticipated price. The use of derivatives could also result in a loss if the counterparty to the transaction does not perform as promised, including because of such counterparty’s bankruptcy or insolvency. The investment results achieved by the use of derivatives by the Fund or an Underlying Fund may not match or fully offset changes in the value of the underlying security, index or other reference asset that it was attempting to hedge or the investment opportunity the Fund or the Underlying Fund was attempting to pursue.

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Duration Risk. Duration is a measure of the price sensitivity of a debt security or portfolio to interest rate changes. Duration risk is the risk that longer-duration debt securities are more volatile and thus more likely to decline in price, and to a greater extent, than shorter-duration debt securities, in a rising interest-rate environment. “Effective duration” attempts to measure the expected percentage change in the value of a bond or portfolio resulting from a change in prevailing interest rates. The change in the value of a bond or portfolio can be approximated by multiplying its duration by a change in interest rates. For example, if a bond has an effective duration of three years, a 1% increase in general interest rates would be expected to cause the bond’s value to decline about 3% while a 1% decrease in general interest rates would be expected to cause the bond’s value to increase 3%. The duration of a debt security may be equal to or shorter than the full maturity of a debt security.

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ETF Risk. Each of the Funds is an ETF, and, as a result of an ETF’s structure, the Funds are exposed to the following risks:

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Authorized Participants, Market Makers and Liquidity Providers Concentration Risk. Only an authorized participant (“AP”) may engage in creation or redemption transactions directly with a Fund. Each Fund may have a limited number of financial institutions that may act as APs. In addition, there may be a limited number of market makers and/or liquidity providers in the marketplace. To the extent either of the following events occur, there may be significantly diminished trading in Shares, Shares may trade at a material discount to NAV, and Shares may possibly face delisting: (i) if APs exit the business or otherwise become unable to process creation and/ or redemption orders and no other APs step forward to perform these services, or (ii) market makers and/or liquidity providers exit the business or significantly reduce their business activities and no other entities step forward to perform their functions. These events, among others, may lead to a Fund’s Shares trading at a premium or discount to NAV. Thus, you may pay more (or less) than the NAV when you buy Shares of any of the Funds in the secondary market, and you may receive less (or more) than NAV when you sell those Shares in the secondary market. A diminished market for an ETF’s shares substantially increases the risk that a shareholder may pay considerably more or receive significantly less than the underlying value of the ETF shares bought or sold. In periods of market volatility, APs, market makers and/ or liquidity providers may be less willing to transact in Fund Shares the Funds’ Shares.

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Cash Transactions Risk. Unlike certain ETFs, each of the Funds may effect creations and redemptions partially or wholly for cash rather than on an in-kind basis. Because of this, each Fund may incur costs such as brokerage costs or be unable to realize certain tax benefits associated with in-kind transfers of portfolio securities that may be realized by other ETFs. These costs may decrease a Fund’s NAV to the extent that the costs are not offset by a transaction fee payable by an AP. Shareholders may be subject to tax on gains they would not otherwise have been subject to and/or at an earlier date than if a Fund had effected redemptions wholly on an in-kind basis. A Fund’s use of cash creations and redemptions may also cause the Fund’s Shares to trade in the market at wider bid-ask spreads or greater premiums or discounts to the Fund’s NAV.

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Secondary Market Trading Risk. Fund Shares are intended be listed on The Nasdaq Stock Exchange LLC, a national securities exchange (the “Exchange”). Although the Funds’ Shares are intended to be listed for trading on the Exchange and may be listed or traded on U.S. and non-U.S. stock exchanges other than the Exchange, there can be no assurance that an active trading market for Shares will develop or be maintained. Trading in the Funds’ Shares may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in Shares inadvisable. In addition, trading in Shares on the Exchange is subject to trading halts caused by extraordinary market volatility pursuant to Exchange “circuit breaker” rules, which temporarily halt trading on the Exchange. Additional rules applicable to the Exchange may halt trading in Shares when extraordinary volatility causes sudden, significant swings in the market price of Shares. There can be no assurance that Shares will trade with any volume, or at all, on any stock exchange. In stressed market conditions, the liquidity of the Funds’ Shares may begin to mirror the liquidity of each Fund’s underlying holdings, which can be significantly less liquid than each Fund’s Shares. In addition, during periods of market stress, there may be times when the market price of Shares is more than the NAV intra-day (premium) or less than the NAV intra-day (discount). This risk is heightened in times of market volatility or periods of steep market declines.

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Shares May Trade at Prices Other Than NAV Risk. As with all ETFs, Shares of the Funds may be bought and sold in the secondary market at market prices. Shares trade on a stock exchange at prices at, above, or below a Fund’s most recent NAV. Each Fund’s NAV is calculated at the end of each business day and fluctuates with changes in the market value of a Fund’s holdings. The trading price of Shares fluctuates continuously throughout trading hours on the Exchange, based on both the relative market supply of, and demand for, Shares and the underlying value of a Fund’s portfolio holdings. As a result, the trading prices of Shares may deviate from a Fund’s NAV. Although it is expected that the market price of Shares will approximate each Fund’s NAV, there may be times when the market price of Shares is more than the NAV intra-day (premium) or less than the NAV intra-day (discount) due to supply and demand of Shares or during periods of market volatility. This risk is heightened in times of market volatility or periods of steep market declines. Any of these factors, among others, may lead to such Shares trading at a premium or discount to NAV.

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Fixed-Income Market Risk. The market value of a fixed-income security may decline due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. The fixed-income securities market can be susceptible to increases in volatility and decreases in liquidity. Liquidity can decline unpredictably in response to overall economic conditions or credit tightening. Increases in volatility and decreases in liquidity may be caused by a rise in interest rates (or the expectation of a rise in interest rates). During periods of reduced market liquidity, any of the Funds or Underlying Funds may not be able to readily sell fixed-income securities at prices at or near their perceived value. If an Underlying Fund needed to sell large blocks of fixed-income securities to meet shareholder redemption requests or to raise cash, those sales could further reduce the prices of such securities. An unexpected increase in an Underlying Fund’s redemption requests, including requests from shareholders who may own a significant percentage of an Underlying Fund’s Shares, which may be triggered by market turmoil or an increase in interest rates, could cause an Underlying Fund to sell its holdings at a loss or at undesirable prices and adversely affect that Fund’s share price and increase that Underlying Fund’s liquidity risk, fund expenses and/or taxable distributions. Economic and other market developments can adversely affect fixed-income securities markets. Regulations and business practices, for example, have led some financial intermediaries to curtail their capacity to engage in trading (i.e., “market making”) activities for certain fixed-income securities, which could have the potential to decrease liquidity and increase volatility in the fixed-income securities markets. Policy and legislative changes worldwide are affecting many aspects of financial regulation. The impact of these changes on the markets, and the practical implications for market participants, may not be fully known for some time. In addition, each Underlying Fund may be subject to risks associated with investments in senior non-preferred bonds (sometimes referred to as a “bail-in bonds”), which are debt securities issued by financial institutions that can be converted into equity securities if such conversion is mandated by a financial institution’s regulatory authority due to the financial institution facing the possibility of bankruptcy. The mandatory conversion of a bail-in bond into an equity security may result in a reduction in value of the security and, if an Underlying Fund holds such security when the conversion occurs, the Underlying Fund’s, and therefore, the respective Fund’s, performance may be negatively impacted.

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Fixed-Income Securities Risk. Fixed-income securities are subject to the risk of the issuer’s inability to meet principal and interest payments on its obligations (i.e., credit risk) and are subject to price volatility resulting from, among other things, interest rate sensitivity, market perception of the creditworthiness of the issuer, willingness of broker-dealers and other market participants to make markets in the applicable securities, and general market liquidity (i.e., market risk). Lower rated fixed-income securities have greater volatility because there is less certainty that principal and interest payments will be made as scheduled. There is a risk that a lack of liquidity or other adverse credit market conditions may hamper a Fund’s ability to sell the debt securities in which it invests.

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High Portfolio Turnover Risk. In seeking to track their respective Underlying Indices, the Funds may incur high portfolio turnover. The active and frequent trading of the Funds’ portfolio securities may result in increased transaction costs to the Funds, including brokerage commissions, dealer mark-ups and other transaction costs, which could reduce the Funds’ return.

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Income Risk. Under certain market conditions, a Fund may invest in Underlying Fund(s) that are subject to income risk. A Fund’s income may decline if interest rates fall. This decline in income can occur because an Underlying Fund may subsequently invest in lower yielding bonds as bonds in its portfolio mature, are near maturity or are called, bonds in the applicable Underlying Index are substituted, or a Fund and/or Underlying Fund otherwise needs to purchase additional bonds.

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Inflation Risk. Under certain market conditions, a Fund may invest in an Underlying Fund that is subject to inflation risk. Inflation risk is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the present value of a Fund’s assets may decline.

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Interest Rate Risk. Interest rate risk is the risk of losses attributable to changes in interest rates. In general, if prevailing interest rates rise, the values of debt instruments tend to fall, and if interest rates fall, the values of debt instruments tend to rise. Changes in the value of a debt instrument held by an Underlying Fund usually will not affect the amount of income a Fund receives from it but will generally affect the value of your investment in such Fund. Changes in interest rates may also affect the liquidity of an Underlying Fund’s investments in debt instruments. In general, the longer the maturity or duration of a debt instrument, the greater its sensitivity to changes in interest rates. Each Fund is subject to the risk that the income generated by an Underlying Fund’s investments may not keep pace with inflation. Actions by governments and central banking authorities can result in increases or decreases in interest rates, which may negatively affect the value of debt instruments held by a Fund and have a negative impact on such Fund’s performance and NAV. Rising interest rates may prompt redemptions from a Fund, which may force the Fund to sell investments at a time when it is not advantageous to do so, which could result in losses. During periods of very low or negative interest rates, a Fund may be unable to maintain positive returns or pay dividends to Fund shareholders. Very low or negative interest rates may magnify interest rate risk. Changing interest rates, including rates that fall below zero, may have unpredictable effects on markets, result in heightened market volatility and detract from a Fund’s performance to the extent the Fund is exposed to such interest rates. Additionally, under certain market conditions in which interest rates are low and the market prices for portfolio securities have increased, a Fund may have a very low or even negative yield. A low or negative yield would cause a Fund to lose money in certain conditions and over certain time periods. An increase in interest rates will generally cause the value of securities held by Underlying Funds to decline, may lead to heightened volatility in the fixed-income markets and may adversely affect the liquidity of certain fixed-income investments, including those held by Underlying Funds. The historically low-interest rate environment in recent years heightens the risks associated with rising interest rates.

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Inflation-Indexed Bonds Risk. With respect to the F/m Accumulator Ultrashort TIPS Fund, the principal value of an investment in the Fund is not protected or otherwise guaranteed by virtue of the Fund’s investments in inflation-indexed bonds. Inflation-indexed bonds are fixed-income securities whose principal value is periodically adjusted according to the rate of inflation. If the index measuring inflation falls, the principal value of inflation-indexed bonds will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed bonds. For bonds that do not provide a similar guarantee, the adjusted principal value of the bond repaid at maturity may be less than the original principal value. The value of inflation-indexed bonds is expected to change in response to changes in real interest rates. Real interest rates are tied to the relationship between nominal interest rates and the rate of inflation. If nominal interest rates increase at a faster rate than inflation, real interest rates may rise, leading to a decrease in value of inflation-indexed bonds. Short-term increases in inflation may lead to a decline in value. Any increase in the principal amount of an inflation-indexed bond will be considered taxable ordinary income, even though investors do not receive their principal until maturity. Periodic adjustments for inflation to the principal amount of an inflation-indexed bond may give rise to original issue discount, which will be includable in the Fund’s gross income. Due to original issue discount, the Fund may be required to make annual distributions to shareholders that exceed the cash received, which may cause the Fund to liquidate certain investments when it is not advantageous to do so. Also, if the principal value of an inflation-indexed bond is adjusted downward due to deflation, amounts previously distributed in the taxable year may be characterized in some circumstances as a return of capital.

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Inflation-Linked Securities Risk. With respect to the F/m Accumulator Ultrashort TIPS Fund, in general, the value of an inflation-linked security, including TIPS, will typically decrease when real interest rates (nominal interest rates reduced by the expected impact of inflation) increase and increase when real interest rates decrease. When inflation is negative or concerns over inflation are low, the value and income of inflation-linked securities could fall and result in losses for the Fund and during periods of very low inflation, the yield on an inflation-linked security may be negative. Conversely, during sustained periods of high inflation, the Fund’s yield should increase, which may not be repeated. Funds that invest heavily in inflation-linked securities do not always move in lockstep with inflation because they do not necessarily buy inflation-linked securities when they are originally issued or hold them until maturity. In addition, the accrual of inflation adjustments on the Fund’s holdings may significantly impact the current level of dividends actually paid to shareholders. Changes in inflation rates and/or interest rates may cause the Fund’s yield to vary substantially over time.

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Investments in Underlying Funds Risk. A Fund’s investment in shares of Underlying Funds subjects it to the risks of owning the securities underlying the ETF, as well as the same structural risks faced by an investor purchasing shares of such Underlying Fund, including authorized participant concentration risk, market maker risk, premium/ discount risk and trading issues risk. As a shareholder in another ETF, each Fund bears its proportionate share of the ETF’s expenses, subjecting Fund shareholders to duplicative expenses. Since each Fund invests in the Underlying Funds, each Fund’s investment performance and risks are likely to be directly related to those of their Underlying Funds. A Fund’s NAV will change with changes in the value of its Underlying Funds and other assets that such Fund holds. The shares of an Underlying Fund may trade at a premium or discount to the Underlying Fund’s NAV. Investors in a Fund will indirectly bear the expenses charged by the Underlying Funds, and an investment in the Fund may entail more expenses than a direct investment in an Underlying Fund.

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Issuer Risk. The performance of each Fund depends on the performance of individual securities or other assets to which such Fund has exposure. The value of securities or other assets may decline, or perform different from the market as a whole, due to changes in the financial condition or credit rating of the issuer or counterparty.

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Leverage Risk. Borrowing transactions, reverse repurchase agreements, certain derivatives transactions, securities lending transactions and other investment transactions such as when-issued, delayed-delivery, or forward commitment transactions may create investment leverage. If a Fund engages in transactions that have a leveraging effect on the Fund’s investment portfolio, the value of the Fund will be potentially more volatile and all other risks will tend to be compounded. This is because leverage generally creates investment risk with respect to a larger base of assets than a Fund would otherwise have and so magnifies the effect of any increase or decrease in the value of the Fund’s underlying assets. The use of leverage is considered to be a speculative investment practice and may result in losses to a Fund. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment. The use of leverage may cause a Fund to liquidate positions when it may not be advantageous to do so to satisfy repayment, interest payment, or margin obligations or to meet asset coverage requirements.

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Liquidity Risk. Certain securities held by the Funds may be difficult (or impossible) to sell at the time and at the price the Adviser would like. As a result, each such Fund may have to hold these securities longer than it would like and may forego other investment opportunities. There is the possibility that the Funds may lose money or be prevented from realizing capital gains if it cannot sell a security at a particular time and price.

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Management Risk. All of the Funds listed in this Prospectus are subject to management risk. In managing each Fund’s investment portfolio, the Adviser will apply investment techniques and risk analyses that may not produce the desired result. There can be no guarantee that any Fund will meet its investment objectives.

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Market Risk. The trading prices of securities and other instruments fluctuate in response to a variety of factors including economic, political, financial, public health crises (such as epidemics or pandemics) or other disruptive events (whether real, expected or perceived) in the U.S. and global markets. The Funds’ and/or the Underlying Funds’ NAVs and market prices are based upon the market’s perception of value and are not necessarily an objective measure of an investment’s value. There is no assurance that any of the Funds will realize its investment objective, and an investment in any of the Funds is not, by itself, a complete or balanced investment program. You could lose money on your investment in any of the Funds, or any of the Funds could underperform other investments.

Periods of unusually high financial market volatility and restrictive credit conditions, at times limited to a particular sector or geographic area, have occurred in the past and may be expected to recur in the future. Some countries, including the United States, have adopted or have signaled protectionist trade measures, relaxation of the financial industry regulations that followed the financial crisis, and/or reductions to corporate taxes. The scope of these policy changes is still developing, but the equity and debt markets may react strongly to expectations of change, which could increase volatility, particularly if a resulting policy runs counter to the market’s expectations. The outcome of such changes cannot be foreseen at the present time. In addition, geopolitical and other risks, including environmental and public health risks, war, natural disasters, terrorism, conflicts and social unrest may add to instability in the world economy and markets generally. As a result of increasingly interconnected global economies and financial markets, the value and liquidity of the Funds’ and/or the Underlying Funds’ investments may be negatively affected by events impacting a country or region, regardless of whether any of the Funds or the Underlying Funds invests in issuers located in or with significant exposure to such country or region.

The continuing spread of an infectious respiratory illness caused by a novel strain of coronavirus (known as COVID-19) has caused volatility, severe market dislocations and liquidity constraints in many markets and may adversely affect the Funds’ investments and operations. The outbreak was first detected in December 2019 and subsequently spread globally. The transmission of COVID-19 and efforts to contain its spread have resulted in international and domestic travel restrictions and disruptions, closed international borders, enhanced health screenings at ports of entry and elsewhere, disruption of and delays in healthcare service preparation and delivery, quarantines, event and service cancellations or interruptions, disruptions to business operations (including staff reductions), supply chains and consumer activity, as well as general concern and uncertainty that has negatively affected the economic environment. These disruptions have led to instability in the marketplace, including stock and credit market losses and overall volatility. The impact of COVID-19, and other infectious illness outbreaks, epidemics or pandemics that may arise in the future, could adversely affect the economies of many nations or the entire global economy, the financial performance of individual issuers, borrowers and sectors and the health of the markets generally in potentially significant and unforeseen ways. Health crises caused by the recent outbreak may heighten other pre-existing political, social and economic risks in a country or region. In the event of a pandemic or an outbreak, there can be no assurance that the Funds and their service providers will be able to maintain normal business operations for an extended period of time or will not lose the services of key personnel on a temporary or long-term basis due to illness or other reasons. Although vaccines for COVID-19 are available, the full impacts of a pandemic or disease outbreaks are unknown and the pace of recovery may vary from market to market, resulting in a high degree of uncertainty for potentially extended periods of time.

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Market Trading Risk. Each Fund faces numerous market trading risks, including the potential lack of an active market for Shares, losses from trading in secondary markets, and disruption in the creation/redemption process of a Fund. In stressed market conditions, the market for Shares may become less liquid in response to deteriorating liquidity in the markets for a Fund’s portfolio holdings, which may cause a variance in the market price of Shares and their underlying NAV. In addition, an exchange or market may issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which a disrupt a Fund’s creation/redemption process, potentially affect the price at which Shares trade in the secondary market, and/or result in a Fund being unable to trade certain securities or financial instruments at all. In these circumstances, a Fund may be unable to rebalance its portfolio, may be unable to accurately price its investments and/or may incur substantial trading losses. Any of these factors may lead to Shares trading at a premium or discount to a Fund’s NAV.

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New Fund Risk. The Funds are newly organized, diversified management investment companies with a limited operating history. As a result, prospective investors have a limited track record on which to base their investment decision. In addition, there can be no assurance that a Fund will grow to, or maintain, an economically viable size, in which case the Board of Directors (the “Board”) of the RBB Fund, Inc. may determine to liquidate any or all of the Funds. Like other new funds, large inflows and outflows may impact any of the Funds’ market exposure for limited periods of time. This impact may be positive or negative, depending on the direction of market movement during the period affected. If any of the Funds fails to attract a large amount of assets, shareholders of the Fund may incur higher expenses as the Fund’s fixed costs would be allocated over a smaller number of shareholders.

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Operational Risk. Each Fund is exposed to operational risks arising from a number of factors, including, but not limited to, human error, processing and communication errors, errors of a Fund’s service providers, counterparties, or other third parties, failed or inadequate processes and technology or systems failures. Each Fund and the Adviser seek to reduce these operational risks through controls and procedures. However, these measures do not address every possible risk and may be inadequate to address significant operational risks.

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Premium/Discount Risk. The market price of a Fund’s Shares will generally fluctuate in accordance with changes in the Fund’s NAV as well as the relative supply of and demand for Shares on the Exchange. The Adviser cannot predict whether Shares will trade below, at, or above their NAV because the Shares trade on the Exchange at market prices and not at NAV. Price differences may be due, in large part, to the fact that supply and demand forces at work in the secondary trading market for Shares will be closely related, but not identical, to the same forces influencing the prices of the holdings of a Fund trading individually or in the aggregate at any point in time. However, given that Shares can only be purchased and redeemed in Creation Units, and only to and from broker-dealers and large institutional investors that have entered into participation agreements (unlike shares of closed-end funds, which frequently trade at appreciable discounts from, and sometimes at premiums to, their NAV), the Adviser believes that large discounts or premiums to the NAV of Shares should not be sustained. During stressed market conditions, the market for a Fund’s Shares may become less liquid in response to deteriorating liquidity in the market for such Fund’s underlying holdings, which could in turn lead to differences between the market price of a Fund’s Shares and the net asset value and the bid/ask spread on a Fund’s Shares may widen.

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Prepayment and Extension Risk. When interest rates fall, issuers of high interest debt obligations may pay off the debts earlier than expected (prepayment risk), and a Fund may have to reinvest the proceeds at lower yields. When interest rates rise, issuers of lower interest debt obligations may pay off the debts later than expected (extension risk), thus keeping a Fund’s assets tied up in lower interest debt obligations. Ultimately, any unexpected behavior in interest rates could increase the volatility of a Fund’s Share price and yield and could hurt Fund performance. Prepayments could also create capital gains tax liability in some instances.

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Pricing Risk. If market conditions make it difficult to value some investments, a Fund may value these investments using more subjective methods, such as fair value pricing. In such cases, the value determined for an investment could be different from the value realized upon such investment’s sale. As a result, you could pay more than the market value when buying Fund Shares or receive less than the market value when selling Fund Shares.

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Reinvestment Risk. Reinvestment risk is the risk that income from the Funds’ portfolios will decline if and when a Fund reinvests the proceeds from the disposition of portfolio securities at market interest rates that are below the portfolio’s current earnings rate. A decline in income could negatively affect the market price of a Fund’s Shares.

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Reverse Repurchase Agreements Risk. Reverse repurchase agreements involve the sale of securities held by a Fund subject to an agreement to repurchase them at a mutually agreed upon date and price (including interest). A Fund may enter these transactions when the Adviser expects the return to be earned from the investment of the transaction proceeds to be greater than the interest expense of the transaction. Reverse repurchase agreements may also be entered into as a temporary measure for emergency purposes or to meet redemption requests.

Reverse repurchase agreements are a form of secured borrowing and subject a Fund to the risks associated with leverage, including exposure to potential gains and losses in excess of the amount invested, resulting in an increase in the speculative character of the Fund’s outstanding Shares. If the securities held by a Fund decline in value while these transactions are outstanding, the NAV of a Fund’s outstanding Shares will decline in value by proportionately more than the decline in value of the securities. In addition, reverse repurchase agreements involve the risk that the investment return earned by a Fund (from the investment of the proceeds) will be less than the interest expense of the transaction, that the market value of the securities sold by a Fund will decline below the price the Fund is obligated to pay to repurchase the securities, and that the other party may fail to return the securities in a timely manner or at all.

When a Fund enters into a reverse repurchase agreement, it is subject to the risk that the buyer under the agreement may file for bankruptcy, become insolvent or otherwise default on its obligations to the Fund. In the event of a default by the counterparty, there may be delays, costs and risks of loss involved in a Fund’s exercising its rights under the agreement, or those rights may be limited by other contractual agreements or obligations or by applicable law. Such an insolvency may result in a loss equal to the amount by which the value of the securities or other assets sold by the Fund exceeds the repurchase price payable by the Fund; if the value of the purchased securities or other assets increases during such a delay, that loss may also be increased. A Fund could lose money if it is unable to recover the securities or if the value of investments made by the Fund using the proceeds of the transaction is less than the value of securities. When a Fund enters into a reverse repurchase agreement, it must identify on its books cash or liquid assets that have a value equal to or greater than the repurchase price.

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Risk of Investing in the U.S. A decrease in imports or exports, changes in trade regulations, inflation and/or an economic recession in the U.S. may have a material adverse effect on the U.S. economy and the securities listed on U.S. exchanges. Proposed and adopted policy and legislative changes in the U.S. are changing many aspects of financial, commercial, public health, environmental, and other regulation and may have a significant effect on U.S. markets generally, as well as on the value of certain securities. Governmental agencies project that the U.S. will continue to maintain elevated public debt levels for the foreseeable future. Although elevated debt levels do not necessarily indicate or cause economic problems, elevated public debt service costs may constrain future economic growth. Circumstances could arise that could prevent the timely payment of interest or principal on U.S. government debt, such as reaching the legislative “debt ceiling.” Such non-payment would result in substantial negative consequences for the U.S. economy and the global financial system. If U.S. relations with certain countries deteriorate, it could adversely affect U.S. issuers, as well as non-U.S. issuers that rely on the U.S. for trade. The U.S. has also experienced increased internal unrest and discord. If these trends were to continue, it may have an adverse impact on the U.S. economy and the issuers in which any of the Funds invest.

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Securities Lending Risk. Each Fund may seek to increase its income by lending portfolio securities to institutions, such as certain broker-dealers. Portfolio securities loans are secured continuously by collateral maintained on a current basis at an amount at least equal to the market value of the securities loaned. The value of the securities loaned by a Fund will not exceed 33 1/3% of the value of the Fund’s total assets. A Fund may experience a loss or delay in the recovery of its securities if the borrowing institution breaches its agreement with the Fund. Lending a Fund’s portfolio securities involves the risk of delay in receiving additional collateral if the value of the securities goes up while they are on loan. A Fund may lose money from securities lending if, for example, it is delayed in or prevented from selling the collateral or from recovering the securities loaned or if it incurs losses on the reinvestment of cash collateral.

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Tax Risk. Because each Fund is expected to invest in the Underlying Funds, distributions of short-term capital gains by an Underlying Fund will be recognized as ordinary income by the respective Fund and would not be offset by the respective Fund’s capital loss carryforwards, if any. Capital loss carryforwards of an Underlying Fund, if any, will not be available to offset net capital gains of the respective Fund. Further, a Fund’s realized losses on sales of shares of an Underlying Fund may be indefinitely or permanently deferred as “wash sales” to the extent it reacquires shares of the same Underlying Fund within the 61-day period beginning 30 days prior to the disposition date.

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Underlying Funds Risk. Investing in Underlying Funds may result in duplication of expenses, including advisory fees, in addition to a Fund’s own expenses. The risk of owning an Underlying Fund generally reflects the risks of owning the underlying investments the Underlying Fund holds. Each Fund may incur brokerage fees in connection with its purchase of Underlying Fund shares. When a Fund invests in an Underlying Fund, the Fund will be subject to substantially the same risks as those associated with the direct ownership of securities comprising the Underlying Fund or index on which the Underlying Fund is based and the value of the Fund’s investments will fluctuate in response to the performance and risks of the underlying investments or index. In addition to the brokerage costs associated with the Underlying Fund’s purchase and sale of the underlying securities, Underlying Funds incur fees that are separate from those of a Fund. As a result, a Fund’s shareholders will indirectly bear a proportionate share of the operating expenses of the Underlying Funds, in addition to Fund expenses. The Investment Company Act of 1940, as amended (the “1940 Act”) and the related rules and regulations adopted thereunder impose conditions on investment companies that invest in other investment companies. Section 12(d)(1)(A) of the 1940 Act prohibits a fund from (i) acquiring more than 3% of the voting shares of any one investment company, (ii) investing more than 5% of its total assets in any one investment company, and (iii) investing more than 10% of its total assets in all investment companies combined. Rule 12d1-4 under the 1940 Act permits registered investment companies to acquire securities of another investment company in excess of these amounts subject to certain conditions, including limits on control and voting of acquired funds’ shares, evaluations and findings by investment advisers, fund investment agreements, and limits on most three-tier fund structures.

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U.S. Government Obligations Risk. While U.S. Treasury obligations are backed by the “full faith and credit” of the U.S. Government, such securities are nonetheless subject to credit risk (i.e., the risk that the U.S. Government may be, or be perceived to be, unable or unwilling to honor its financial obligations, such as making payments). Securities issued or guaranteed by federal agencies or authorities and U.S. Government-sponsored instrumentalities or enterprises may or may not be backed by the full faith and credit of the U.S. Government. U.S. Treasury obligations may differ from other securities in their interest rates, maturities, times of issuance and other characteristics and may provide relatively lower returns than those of other securities. Similar to other issuers, changes to the financial condition or credit rating of the U.S. government may cause the value of a Fund’s U.S. Treasury obligations to decline.

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Valuation Risk. The prices provided by the Funds’ pricing services or independent dealers or the fair value determinations made by the valuation committee of the Adviser may be different from the prices used by other funds or from the prices at which securities are actually bought and sold. The prices of certain securities provided by pricing services may be subject to frequent and significant change, and will vary depending on the information that is available.

Additional Information About Non-Principal Risks of the Funds. This section provides additional information regarding certain non-principal risks of investing in the Funds. The risks listed below could have a negative impact on any of the Funds’ performance and trading prices.

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Costs of Buying or Selling Shares Risk. Investors buying or selling Shares of a Fund in the secondary market will pay brokerage commissions or other charges imposed by brokers, as determined by that broker. Brokerage commissions are often a fixed amount and may be a significant proportional cost for investors seeking to buy or sell relatively small amounts of the Funds’ Shares. In addition, secondary market investors will also incur the cost of the difference between the price at which an investor is willing to buy a Fund’s Shares (the “bid” price) and the price at which an investor is willing to sell a Fund’s Shares (the “ask” price). This difference in bid and ask prices is often referred to as the “spread” or “bid/ask spread.” The bid/ ask spread varies over time for a Fund’s Shares based on trading volume and market liquidity, and is generally lower if a Fund’s Shares have more trading volume and market liquidity and higher if a Fund’s Shares have little trading volume and market liquidity. Further, a relatively small investor base in a Fund, asset swings in a Fund and/or increased market volatility may cause increased bid/ask spreads. Due to the costs of buying or selling a Fund’s Shares, including bid/ ask spreads, frequent trading of a Fund’s Shares may significantly reduce investment results and an investment in a Fund’s Shares may not be advisable for investors who anticipate regularly making small investments.

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Counterparty Risk. Counterparty risk is the risk that a counterparty to a financial instrument held by an Underlying Fund, or by a special purpose or structured vehicle invested in by an Underlying Fund may become insolvent or otherwise fail to perform its obligations, and the Fund may obtain no or limited recovery of its investment, and any recovery may be significantly delayed. Because certain Underlying Funds may enter into derivative agreements with a limited number of counterparties, this increases exposure to counterparty credit risk. Further, there is a risk that no suitable counterparties will be willing to enter into, or continue to enter into, transactions with the Underlying Fund, and as a result, the Underlying Fund may not be able to achieve its leveraged investment objective or rebalance properly, which may result in significant losses to the Underlying Fund, or the Underlying Fund may decide to change its leveraged investment objective. Counterparty risk may be heightened when there is significant volatility in the overall market.

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Distressed Securities Risk. A Fund may invest in Underlying Funds that invest in distressed securities. Distressed securities are speculative and involve substantial risks in addition to the risks of investing in junk bonds. An Underlying Fund will generally not receive interest payments on the distressed securities and may incur costs to protect its investment. In addition, distressed securities involve the substantial risk that principal will not be repaid. These securities may present a substantial risk of default or may be in default at the time of investment. An Underlying Fund may incur additional expenses to the extent it is required to seek recovery upon a default in the payment of principal of or interest on its portfolio holdings. In any reorganization or liquidation proceeding relating to a portfolio company, an Underlying Fund may lose its entire investment or may be required to accept cash or securities with a value less than its original investment. Distressed securities and any securities received in an exchange for such securities may be subject to restrictions on resale

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

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Equity Securities Risk. The price of equity securities fluctuates based on changes in a company’s activities and financial condition and in overall market conditions. Economic, political, and financial conditions, or industry or economic trends or developments, may for varying periods of time cause volatility, illiquidity, or other potentially adverse effects in the markets. Investments in equity securities may expose a Fund or an Underlying Fund to sudden and unpredictable drops in value and the potential for extended periods of lackluster performance.

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Foreign Investment Risk. Certain Underlying Funds may face the risks inherent in foreign investing. Adverse political, economic or social developments could undermine the value of the Underlying Fund’s foreign investments, prevent the Underlying Fund from realizing the full value of its foreign investments or prevent the Fund from selling foreign securities it holds. Financial reporting standards for companies based in foreign markets differ from those in the United States. Additionally, foreign securities markets generally are smaller and less liquid than U.S. markets. Foreign governments may restrict investment by foreigners, limit withdrawal of trading profit or currency from the country, restrict currency exchange or seize foreign investments. In addition, an Underlying Fund may be limited in its ability to exercise its legal rights or enforce a counterparty’s legal obligations in certain jurisdictions outside of the U.S. The foreign investments of the Underlying Fund may also be subject to foreign withholding taxes.

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Futures Risk. Futures are standardized, exchange-traded contracts that obligate a purchaser to take delivery, and a seller to make delivery, of a specific amount of an asset at a specified future date at a specified price. The primary risks associated with the use of futures contracts and options are: (a) the imperfect correlation between the change in market value of the instruments held by a Fund and the price of the futures contract or option; (b) the possible lack of a liquid secondary market for a futures contract and the resulting inability to close a futures contract when desired; (c) losses caused by unanticipated market movements, which are potentially unlimited; (d) the investment adviser’s inability to predict correctly the direction of securities prices, interest rates, currency exchange rates and other economic factors; and (e) the possibility that the counterparty will default in the performance of its obligations.

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Geographic Risk. A natural disaster could occur in a geographic region in which an Underlying Fund invests, which could adversely affect the economy or the business operations of companies in the specific geographic region, causing an adverse impact on the Underlying Fund’s investments in, or which are exposed to, the affected region. Also, current military conflicts in various geographic regions, including those in Europe and the Middle East, can lead to, and have led to, economic and market disruptions, which may not be limited to the geographic region in which the conflict is occurring. Such conflicts can also result, and have resulted in some cases, in sanctions being levied by the United States, the European Union and/or other countries against countries or other actors involved in the conflict. In addition, such conflicts and related sanctions can adversely affect regional and global energy, commodities, financial and other markets and thus could affect the value of the Underlying Fund’s investments.

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High-Yield Securities Risk. A Fund may invest in Underlying Funds that invest in securities that are rated below investment-grade. Securities that are rated below investment-grade (commonly referred to as “junk bonds,” including those bonds rated lower than “BBB-” by S&P or “Baa3” by Moody’s), or are unrated, may be deemed speculative and may be more volatile than higher rated securities of similar maturity with respect to the issuer’s continuing ability to meet principal and interest payments. High-yield debt securities’ total return and yield may generally be expected to fluctuate more than the total return and yield of investment-grade debt securities. A real or perceived economic downturn or an increase in market interest rates could cause a decline in the value of high-yield debt securities, result in increased redemptions and/or result in increased portfolio turnover, which could result in a decline in the NAV of an Underlying Fund, reduce liquidity for certain investments and/or increase costs. High-yield debt securities are often thinly traded and can be more difficult to sell and value accurately than investment-grade debt securities.

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Large Shareholder and Large-Scale Redemption Risk. Certain shareholders, including an Authorized Participant, a third-party investor, the Funds’ Adviser or an affiliate of the Funds’ Adviser, a market maker, or another entity, may from time to time own or manage a substantial amount of Fund Shares or may invest in any of the Funds and hold their investment for a limited period of time. These shareholders may also pledge or loan Fund Shares (to secure financing or otherwise), which may result in the Shares becoming concentrated in another party. There can be no assurance that any large shareholder or large group of shareholders would not redeem their investment or that the size of any of the Funds would be maintained. Redemptions of a large number of Fund Shares by these shareholders may adversely affect a Fund’s liquidity and net assets. To the extent a Fund permits redemptions in cash, these redemptions may force a Fund to sell portfolio securities when it might not otherwise do so, which may negatively impact a Fund’s NAV, have a material effect on the market price of the Shares and increase a Fund’s brokerage costs and/or accelerate the realization of taxable income and/ or gains and cause a Fund to make taxable distributions to its shareholders earlier than it otherwise would have. In addition, under certain circumstances, non-redeeming shareholders may be treated as receiving a disproportionately large taxable distribution during or with respect to such tax year. A Fund also may be required to sell its more liquid Fund investments to meet a large redemption, in which case a Fund’s remaining assets may be less liquid, more volatile, and more difficult to price. To the extent these large shareholders transact in Shares on the secondary market, such transactions may account for a large percentage of the trading volume for the Shares of a Fund and may, therefore, have a material upward or downward effect on the market price of Fund Shares. In addition, large purchases of Fund Shares may adversely affect a Fund’s performance to the extent that a Fund is delayed in investing new cash and is required to maintain a larger cash position than it ordinarily would, diluting its investment returns.

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Legal and Regulatory Change Risk. The regulatory environment for investment companies is evolving, and changes in regulation may adversely affect the value of any of the Funds’ investments and each Fund’s ability to pursue its trading strategy. In addition, the securities markets are subject to comprehensive statutes and regulations. The SEC and other regulators and self-regulatory organizations and exchanges are authorized to take extraordinary actions in the event of market emergencies. The effect of any future regulatory change on the Funds could be substantial and adverse.

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Mortgage-Backed and Asset-Backed Securities Risk. A Fund may invest in Underlying Funds that invest in mortgage- and asset-backed securities, which are subject to call (prepayment) risk, reinvestment risk and extension risk. In addition, these securities are susceptible to an unexpectedly high rate of defaults on the mortgages held by a mortgage pool, which may adversely affect their value. The risk of such defaults depends on the quality of the mortgages underlying such security, the credit quality of its issuer or guarantor, and the nature and structure of its credit support. For example, the risk of default generally is higher in the case of mortgage pools that include subprime mortgages, which are loans made to borrowers with weakened credit histories or with lower capacity to make timely mortgage payments.

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Non-U.S. Issuers Risk. A Fund may invest in Underlying Funds that invest in securities issued by non-U.S. issuers. Securities issued by non-U.S. issuers have different risks from securities issued by U.S. issuers. These risks include differences in accounting, auditing and financial reporting standards, the possibility of expropriation or confiscatory taxation, adverse changes in investment or exchange control regulations, political instability which could affect U.S. investments in non-U.S. countries, uncertainties of transnational litigation, and potential restrictions on the flow of international capital, including the possible seizure or nationalization of the securities issued by non-U.S. issuers held by a Fund. Non-U.S. issuers may be subject to less governmental regulation than U.S. issuers. Moreover, individual non-U.S. economies may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payment positions. Unfavorable political, economic or governmental developments in non-U.S. countries could affect the payment of a security’s principal and interest. Securities issued by non-U.S. issuers may also be less liquid than, and more difficult to value than, securities of U.S. issuers. In addition, the value of these securities may fluctuate due to changes in the exchange rate of the issuer’s local currency against the U.S. dollar.

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Options Risk. A Fund may invest in Underlying Funds that invest in options. When an Underlying Fund purchases a call option, it receives, in return for the premium it pays, the right to buy from the writer of the option the underlying security at a specified price at any time before the option expires. An Underlying Fund purchases call options in anticipation of an increase in the market value of securities that it intends ultimately to buy. During the life of the call option, an Underlying Fund is able to buy the underlying security at the exercise price regardless of any increase in the market price of the underlying security. In order for a call option to result in a gain, the market price of the underlying security must exceed the sum of the exercise price, the premium paid, and transaction costs.

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Restricted Securities/Rule 144A Securities Risk. A Fund may invest in Underlying Funds that invest in securities offered pursuant to Rule 144A under the Securities Act of 1933, as amended (the “1933 Act”), which are restricted securities. They may be less liquid and more difficult to value than other investments because such securities may not be readily marketable in broad public markets. The Fund may not be able to sell a restricted security promptly or at a reasonable price. Although there is a substantial institutional market for Rule 144A securities, it is not possible to predict exactly how the market for Rule 144A securities will develop. A restricted security that was liquid at the time of purchase may subsequently become illiquid and its value may decline as a result. Restricted securities that are deemed illiquid will count towards the Underlying Fund’s 15% limitation on illiquid securities. In addition, transaction costs may be higher for restricted securities than for more liquid securities. The Underlying Fund may have to bear the expense of registering Rule 144A securities for resale and the risk of substantial delays in effecting the registration.

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RIC Compliance Risk. Each of the Funds intends to elect to be, and intends to qualify each year for treatment as, a RIC under Subchapter M of Subtitle A, Chapter 1, of the Code. To continue to qualify for federal income tax treatment as a RIC, a Fund must meet certain source-of-income, asset diversification and annual distribution requirements. If for any taxable year a Fund fails to qualify for the special federal income tax treatment afforded to RICs, all of that Fund’s taxable income will be subject to federal income tax at regular corporate rates (without any deduction for distributions to its shareholders) and its income available for distribution will be reduced. Under certain circumstances, a Fund could cure a failure to qualify as a RIC, but in order to do so, that Fund could incur significant Fund-level taxes and could be forced to dispose of certain assets.

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Swap Risk. A Fund may invest in Underlying Funds that invest in swaps. A swap is a two-party contract that generally obligates the parties to exchange payments based on a specified reference security, basket of securities, security index or index component. Swaps can involve greater risks than direct investment in securities because swaps may be leveraged and are subject to counterparty risk (e.g., the risk of a counterparty’s defaulting on the obligation or bankruptcy), credit risk and pricing risk (i.e., swaps may be difficult to value). Swaps may also be considered illiquid. It may not be possible for a Fund to liquidate a swap position at an advantageous time or price, which may result in significant losses.

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TBA Risk. A Fund may invest in Underlying Funds that invest in TBA securities. In the TBA market, the seller agrees to deliver the mortgage-backed securities for an agreed-upon price on an agreed upon date, but makes no guarantee as to which or how many securities are to be delivered. The Underlying Fund relies on the seller to complete the transaction, and the seller’s failure to do so may cause the Fund to miss a price or yield considered advantageous to the Fund. In addition, the Undelrying Fund bears the risk of loss in the event of the default or bankruptcy of the seller. The purchaser of TBA securities generally is subject to increased market risk relative to direct purchasers of mortgage-backed securities because the delivered securities may be less favorable than anticipated by the purchaser. Recently effective Financial Industry Regulatory Authority (“FINRA”) rules have implemented mandatory margin requirements for the TBA market that would require the Fund to post collateral in connection with its TBA transactions. There is no similar regulatory requirement applicable to the Underlying Fund’s TBA counterpart.

Disclosure of Portfolio Holdings

The Funds’ entire portfolio holdings are publicly disseminated each day the Funds are open for business through the Funds’ website located at www.fminvest.com and may be made available through financial reporting and news services or any other medium, including publicly available internet web sites. Additional information regarding the Funds’ policies and procedures with respect to the disclosure of the Funds’ portfolio securities is available in the Funds’ Statement of Additional Information (“SAI”).

MANAGEMENT OF THE FUNDS

The Board of Directors (the “Board”) of The RBB Fund, Inc. (the “Company”), of which the Funds are each a series, is responsible for supervising the operations and affairs of the Funds. The Adviser is responsible for the daily management and administration of the Funds’ operations.

Investment Adviser

The investment adviser for each Fund is F/m Investments LLC (the “Adviser”). The Adviser is located at 3050 K Street NW, Suite 201, Washington, DC 20007. The Adviser is a majority owned subsidiary of F/m Managers Group, LP, which is a wholly owned subsidiary of 1251 Capital, Inc., a financial services holding company. Three officers of the Company own an indirect, minority interest in the Adviser. Subject to the overall supervision of the Board, the Adviser manages the overall investment operations of each Fund in accordance with the Fund’s investment objective and policies and formulates a continuing investment strategy for the Fund pursuant to the terms of investment advisory agreement between the Company and the Adviser (the “Advisory Agreement”). Under the terms of the Advisory Agreement, each Fund pays the Adviser a unitary management fee that is computed and paid monthly at an annual rate of each Fund’s average daily net assets during the month, as described in the chart below. From the unitary management fee, the Adviser pays most of the expenses of the Funds, including the cost of transfer agency, custody, fund administration, legal, audit and other services. However, under the Advisory Agreement, the Adviser is not responsible for interest expenses, brokerage commissions and other trading expenses, taxes and other extraordinary costs such as litigation and other expenses not incurred in the ordinary course of business. No information regarding the advisory fees paid by the Funds is currently available, as the Funds have not commenced operations as of the date of this Prospectus.

The Adviser will receive an advisory fee from each Fund at an annual rate of each Fund’s average daily net assets as indicated in the following table:

Fund	Contractual Advisory Fee
F/m Accumulator Ultrashort Treasury Fund [SGVA]	[ ]
F/m Accumulator Intermediate Treasury Fund [VGTA]	[ ]
F/m Accumulator Long-Term Treasury Fund [TLTA]	[ ]
F/m Accumulator TIPS Fund [ZTIP]	[ ]

A discussion regarding the Board’s approval of the Funds’ Advisory Agreement and the factors the Board considered with respect to its approval will be available in the Funds’ first annual or semi-annual report to shareholders.

The Adviser’s Investment Management Team

Peter Baden, Kevin Conrath, Alexander Morris and Marcin Zdunek serve as the portfolio managers of the Funds, as described in each Fund’s summary section, and are jointly responsible for the portfolio management decisions for the Funds.

Peter Baden

Mr. Baden is the Managing Director and Director of Fixed Income Strategy for the Adviser. Mr. Baden has over 25 years of investment management experience, encompassing portfolio management, mergers and acquisitions, financial institutions, and credit analysis. Prior to joining the Adviser in 2020, Mr. Baden joined a predecessor firm in 2005 to launch the firm’s effort to build customized fixed income portfolios for high net-worth clients. Prior to joining the predecessor firm, Mr. Baden worked on the mergers and acquisitions team at Star Banc (now US Bancorp) acquiring and integrating multiple banks and savings and loan associations. In the trust department of Star Banc, he managed the REIT allocation for a mutual fund and analyzed US and international bank, insurance, and financial companies, as well as municipalities. Previously, at Pacholder Associates, Mr. Baden managed money market assets in multiple portfolios, and designed and developed proprietary portfolio systems and models for distressed companies, collateralized bond obligations, and legal settlement pools. Mr. Baden has extensive experience with resolution and liquidation for distressed portfolios including experience with the Resolution Trust Corporation.

Kevin Conrath

Mr. Conrath is a Vice President and Portfolio Manager within the Adviser’s Fixed Income team. He focuses on multi-sector credit, including both structured credit and corporate credit investments. Mr. Conrath started his career at Ziegler Capital Management, where he held roles as a Quantitative Analyst supporting the firm’s Equity and Fixed Income efforts and later as a Fixed Income Portfolio Manager. He has investment experience since 2012, graduated with a bachelor’s degree from St. Norbert College, holds a Financial Risk Manager designation and is a member of the Global Association of Risk Professionals.

Alexander Morris

Mr. Morris is the Chief Executive Officer of the Adviser. Mr. Morris has over 15 years of investment management experience, encompassing portfolio management, trading, mergers and acquisitions, financial institutions, and security analysis, and has served in a number of senior management roles for various financial institutions. He founded the Adviser in 2019 and has served as its President and Chief Investment Officer since its inception. Prior to founding the Adviser, Mr. Morris founded Rowhouse Capital Partners LLC, a boutique strategic advisory firm to financial institutions and previously served as in various capital markets and corporate development roles with Fortigent LLC (“Fortigent”), a family office services provider and asset manager, as well as with LPL Financial which acquired Fortigent in 2012. Prior to Fortigent, Mr. Morris served in various analysis roles for financial institutions.

Marcin Zdunek

Mr. Zdunek is the Managing Director, Head of Capital Markets & Portfolio Manager for the Adviser. He joined the Adviser in November 2020 when his prior firm, First Western Capital Management (“First Western”), was acquired. Prior to joining First Western in 2007, Mr. Zdunek was a Supervisor in Fixed Income and Equity Trading at AIG Global Investment Group. Mr. Zdunek’s prior positions included Senior Fixed Income Trade Support Specialist at Alliance Capital Management and a Fixed Income Associate/Supervisor at Morgan Stanley.

The SAI provides additional information about the compensation of each Portfolio Manager, other accounts managed by them, and their ownership of Shares of the Funds.

HOW TO BUY AND SELL SHARES

Each of the Funds issues and redeems its Shares at NAV only in Creation Units. Only APs may acquire Shares directly from each Fund, and only APs may tender their Shares for redemption directly to each Fund, at NAV. APs must be (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation, a clearing agency that is registered with the SEC; or (ii) a DTC participant (as discussed below). In addition, each AP must execute a Participant Agreement that has been agreed to by the Distributor, and that has been accepted by the Transfer Agent, with respect to purchases and redemptions of Creation Units. Once created, Shares trade in the secondary market in quantities less than a Creation Unit.

Investors can only buy and sell Shares in secondary market transactions through brokers. Shares are intended to be listed for trading the secondary market on The Nasdaq Stock Exchange LLC (the “Exchange”) and can be bought and sold throughout the trading day like other publicly traded securities.

When buying or selling a Fund’s Shares through a broker, you will incur customary brokerage commissions and charges, and you may pay some or all of the spread between the bid and the offer price in the secondary market on each leg of a round trip (purchase and sale) transaction. In addition, because secondary market transactions occur at market prices, you may pay more than NAV when you buy Shares and receive less than NAV when you sell those Shares.

Book Entry

Shares are held in book-entry form, which means that no stock certificates are issued. The Depository Trust Company (“DTC”) or its nominee is the record owner of all outstanding Shares.

Investors owning a Fund’s Shares are beneficial owners as shown on the records of DTC or its participants. DTC serves as the securities depository for all Funds’ Shares. DTC’s participants include securities brokers and dealers, banks, trust companies, clearing corporations and other institutions that directly or indirectly maintain a custodial relationship with DTC. As a beneficial owner of a Fund’s Shares, you are not entitled to receive physical delivery of stock certificates or to have a Fund’s Shares registered in your name, and you are not considered a registered owner of a Fund’s Shares. Therefore, to exercise any right as an owner of a Fund’s Shares, you must rely upon the procedures of DTC and its participants. These procedures are the same as those that apply to any other securities that you hold in book entry or “street name” through your brokerage account.

Share Trading Prices on the Exchange

Trading prices of the Funds’ Shares on the Exchange may differ from the Fund’s daily NAV. Market forces of supply and demand, economic conditions and other factors may affect the trading prices of Shares. To provide additional information regarding the indicative value of each Fund’s Shares, the Exchange or a market data vendor disseminates information every 15 seconds through the facilities of the Consolidated Tape Association, or other widely disseminated means, including an updated “intraday indicative value” (“IIV”) for each Fund’s Shares as calculated by an information provider or market data vendor. The Funds are neither involved in nor responsible for any aspect of the calculation or dissemination of the IIVs and make no representation or warranty as to the accuracy of the IIVs. If the calculation of the IIV is based on the basket of Deposit Securities, such IIV may not represent the best possible valuation of the Funds’ portfolios because the basket of Deposit Securities does not necessarily reflect the precise composition of the current portfolio of any Fund at a particular point in time. The IIV should not be viewed as a “real-time” update of each Fund’s NAV because the IIV may not be calculated in the same manner as the NAV, which is computed only once a day, typically at the end of the business day. The IIV is generally determined by using both current market quotations and/or price quotations obtained from broker-dealers that may trade in the Deposit Securities.

Frequent Purchases and Redemptions of Shares

The Funds impose no restrictions on the frequency of purchases and redemptions of the Funds’ Shares. In determining not to approve a written, established policy, the Board evaluated the risks of market timing activities by any of the Funds’ shareholders. Purchases and redemptions by APs, who are the only parties that may purchase or redeem any Fund’s Shares directly with a Fund, are an essential part of the ETF process and help keep Share trading prices in line with NAV. As such, the Funds accommodate frequent purchases and redemptions by APs. However, the Board has also determined that frequent purchases and redemptions for cash may increase tracking error and portfolio transaction costs and may lead to the realization of capital gains or loses. To minimize these potential consequences of frequent purchases and redemptions, the Funds employ fair value pricing and impose transaction fees on purchases and redemptions of Creation Units to cover the custodial and other costs incurred by any of the Funds in effecting trades. In addition, the Funds reserve the right to reject any purchase order at any time.

Determination of Net Asset Value

Each Fund’s NAV is calculated as of the scheduled close of regular trading on the New York Stock Exchange (“NYSE”), generally 4:00 p.m. Eastern Time, each day the NYSE is open for business. The NAV for each Fund is calculated by dividing that Fund’s net assets by its Shares outstanding.

In calculating its NAV, each Fund generally values its assets on the basis of market quotations, last sale prices, or estimates of value furnished by a pricing service or brokers who make markets in such instruments. If such information is not available for a security held by a Fund or is determined to be unreliable, the security will be valued at fair value estimates by the Fund’s Valuation Designee (defined below), under guidelines established by the Board.

Fair Value Pricing

The Board has adopted a pricing and valuation policy for use by each Fund and its Valuation Designee in calculating the Fund’s NAV. Pursuant to Rule 2a-5 under the 1940 Act, each Fund has designated the Adviser as its “Valuation Designee” to perform all of the fair value determinations as well as to perform all of the responsibilities that may be performed by the Valuation Designee in accordance with Rule 2a-5. The Valuation Designee is authorized to make all necessary determinations of the fair values of portfolio securities and other assets for which market quotations are not readily available or if it is deemed that the prices obtained from brokers and dealers or independent pricing services are unreliable. Relying on prices supplied by pricing services or dealers or using fair valuation involves the risk that the values used by a Fund to price its investments may be higher or lower than the values used by other investment companies and investors to price the same investments.

DIVIDENDS, DISTRIBUTIONS, AND TAXES

Dividends and Distributions

Each Fund will distribute substantially all of its net investment income and net realized capital gains, if any, to its shareholders. Each Fund expects to declare and pay distributions, if any, annually, however it may declare and pay distributions more or less frequently. Net realized capital gains (including net short-term capital gains), if any, will be distributed by each Fund annually.

Dividend Reinvestment Service

Brokers may make the DTC book-entry dividend reinvestment service available to their customers who own a Fund’s Shares. If this service is available and used, dividend distributions of both income and capital gains will automatically be reinvested in additional whole Shares of that Fund purchased on the secondary market. Without this service, investors would receive their distributions in cash. In order to achieve the maximum total return on their investments, investors are encouraged to use the dividend reinvestment service. To determine whether the dividend reinvestment service is available and whether there is a commission or other charge for using this service, consult your broker. Brokers may require a Fund’s shareholders to adhere to specific procedures and timetables.

Taxes

Each Fund intends to elect to be, and intends to qualify each year for treatment as, a RIC under Subchapter M of Subtitle A, Chapter 1, of the Code.

As with any investment, you should consider how your investment in Shares of a Fund will be taxed. The tax information in this Prospectus is provided as general information about certain U.S. tax considerations relevant under current law, which may be subject to change in the future. Such tax information does not represent a detailed description of the U.S. federal income tax consequences to you in light of your particular circumstances, including if you are subject to special tax treatment. Except where otherwise indicated, the discussion relates to investors who are “United States persons” (within the meaning of the Code) holding Shares as capital assets for U.S. federal income tax purposes (generally, for investment). You should consult your own tax professional about the tax consequences of an investment in a Fund’s Shares.

Unless your investment in a Fund’s Shares is made through a tax-exempt entity or tax-advantaged account, such as an IRA plan, you need to be aware of the possible tax consequences when: (i) a Fund makes distributions; (ii) you sell your Shares listed on the Exchange; and (iii) you purchase or redeem Creation Units.

Taxes on Distributions

Each Fund intends to distribute, at least annually, substantially all of its net investment income and net capital gains income. For federal income tax purposes, distributions of investment income are generally taxable as ordinary income or qualified dividend income (as discussed below). Taxes on distributions of capital gains (if any) are determined by how long a Fund owned the investments that generated them, rather than how long a shareholder has owned his or her Shares of a Fund. Sales of assets held by a Fund for more than one year generally result in long-term capital gains and losses, and sales of assets held by a Fund for one year or less generally result in short-term capital gains and losses. Distributions of a Fund’s net capital gain (the excess of net long-term capital gains over net short-term capital losses) that are reported by that Fund as capital gain dividends (“Capital Gain Dividends”) will be taxable as long- term capital gains, which for non-corporate shareholders are subject to tax at reduced rates. Distributions of short-term capital gain will generally be taxable as ordinary income. Dividends and distributions are generally taxable to you whether you receive them in cash or reinvest them in additional Shares of a Fund.

Distributions reported by a Fund as “qualified dividend income” are generally taxed to non-corporate shareholders at rates applicable to long-term capital gains, provided holding period and other requirements are met by both such Fund and the shareholder. “Qualified dividend income” generally is income derived from dividends paid by U.S. corporations or certain foreign corporations that are either incorporated in a U.S. possession or eligible for tax benefits under certain U.S. income tax treaties. In addition, dividends that a Fund receives in respect of stock of certain foreign corporations may be qualified dividend income if that stock is readily tradable on an established U.S. securities market. The amount of a Fund’s distributions that qualify for this favorable treatment, if any, may be reduced as a result of such Fund’s securities lending activities, if any.

Corporate shareholders may be entitled to a dividends-received deduction for the portion of dividends they receive from a Fund that are attributable to dividends received by such Fund from U.S. corporations, provided holding period and other requirements are met by both such Fund and the shareholder. The amount of the dividends qualifying for this deduction, if any, may, be reduced as a result of a Fund’s securities lending activities, if any.

If a Fund were to retain any net capital gain, such Fund may designate the retained amount as undistributed capital gains in a notice to shareholders who, if subject to U.S. federal income tax on long-term capital gains, (i) will be required to include in income as long-term capital gain, their proportionate share of such undistributed amount, and (ii) will be entitled to credit their proportionate share of the U.S. federal income tax paid by such Fund on the undistributed amount against their U.S. federal income tax liabilities, if any, and to claim refunds to the extent the credit exceeds such liabilities. If such an event occurs, the tax basis of Shares owned by a shareholder of a Fund will, for U.S. federal income tax purposes, generally be increased by the difference between the amount of undistributed net capital gain included in the shareholder’s gross income and the tax deemed paid by the shareholder.

A Fund may make distributions that are treated as a return of capital. Such distributions are generally not taxable but will reduce the basis of your Shares. To the extent that the amount of any such distribution exceeds the basis of your Shares, however, the excess will be treated as gain from a sale of the Shares.

Shortly after the close of each calendar year, you will be informed of the character of any distributions received from the Funds.

U.S. individuals with income exceeding specified thresholds are subject to a 3.8% Medicare contribution tax on all or a portion of their “net investment income,” which includes interest, dividends, and certain capital gains (including capital gains distributions and capital gains realized on the sale of Shares of the Fund). This 3.8% tax also applies to all or a portion of the undistributed net investment income of certain shareholders that are estates and trusts.

In general, your distributions are subject to federal income tax for the year in which they are paid. Certain distributions paid in January, however, may be treated as paid on December 31 of the prior year. Distributions are generally taxable even if they are paid from income or gains earned by a Fund before your investment (and thus were included in the Shares’ NAV when you purchased your Shares of a Fund). Income from U.S. treasury securities are generally exempt from state and local taxes. Tax-exempt interest income is not included in net investment income for purposes of the federal net investment tax. Distributions paid from any interest income that is not tax- exempt and from any short-term or long-term capital gains will be taxable whether you reinvest those distributions or receive them in cash. Distributions paid from a Fund’s net long-term capital gains, if any, are taxable to you as long-term capital gains, regardless of how long you have held your Shares.

You may wish to avoid investing in a Fund shortly before a dividend or other distribution, because such a distribution will generally be taxable to you even though it may economically represent a return of a portion of your investment. This adverse tax result is known as “buying into a dividend.”

Taxes When Shares are Sold

For federal income tax purposes, any gain or loss realized upon a sale of shares of a RIC generally is treated as a capital gain or loss. However, due to the nature of the Funds’ investment strategies, the IRS could assert that gain recognized on a sale of Shares should be characterized as ordinary income. If capital gain or loss is recognized on the sale of Shares, such gain is long-term capital gain or loss if those Shares have been held for more than 12 months and short-term capital gain or loss if those Shares have been held for 12 months or less. However, any capital loss on a sale of Shares held for six months or less is treated as long-term capital loss to the extent of Capital Gain Dividends paid or undistributed capital gains deemed paid with respect to such Shares of a Fund. Any loss realized on a sale will be disallowed to the extent Shares of a Fund are acquired (or the shareholder enters into a contract or option to acquire Shares of a Fund), including through reinvestment of dividends, within a 61-day period beginning 30 days before and ending 30 days after the sale of Shares. If disallowed, the loss will be reflected in an increase to the basis of the Shares acquired.

IRAs and Other Tax-Qualified Plans

The one major exception to the preceding tax principles is that distributions on and sales of Shares of a Fund held in an IRA (or other tax-qualified plan) will not be currently taxable unless it borrowed to acquire the Shares.

U.S. Tax Treatment of Foreign Shareholders

If you are neither a resident nor a citizen of the United States or if you are a foreign entity, distributions (other than Capital Gain Dividends or returns of capital) paid to you by a Fund will generally be subject to a U.S. withholding tax at the rate of 30%, unless a lower treaty rate applies. The Funds may, under certain circumstances, report all or a portion of a dividend as an “interest-related dividend” or a “short-term capital gain dividend,” which would generally be exempt from this 30% U.S. withholding tax, provided certain other requirements are met. For these purposes, interest-related dividends and short-term capital gain dividends generally represent distributions of interest or short-term capital gains that would not have been subject to U.S. federal withholding tax at the source if received directly by a foreign shareholder, and that satisfy certain other requirements.

Properly reported distributions by a Fund that are received by foreign shareholders are generally exempt from U.S. federal withholding tax when they (a) are paid by a Fund in respect of such Fund’s “qualified net interest income” (i.e., such Fund’s U.S. source interest income, subject to certain exceptions, reduced by expenses that are allocable to such income), or (b) are paid by a Fund in connection with such Fund’s “qualified short-term gains” (generally, the excess of such Fund’s net short-term capital gains over such Fund’s long-term capital losses for such tax year). However, depending on the circumstances, a Fund may report all, some or none of such Fund’s potentially eligible distributions as derived from such qualified net interest income or from such qualified short-term gains, and a portion of such distributions (e.g., distributions attributable to interest from non-U.S. sources or any foreign currency gains) would be ineligible for this potential exemption from withholding.

If a Fund were to retain any net capital gain and designate the retained amount as undistributed capital gains in a notice to shareholders, foreign shareholders would be required to file a U.S. federal income tax return in order to claim refunds of their portion of the tax paid by such Fund on deemed capital gain distributions.

Foreign shareholders will generally not be subject to U.S. tax on gains realized on the sale of Funds’ Shares, except that a nonresident alien individual who is present in the United States for 183 days or more in a calendar year will be taxable on such gains and on Capital Gain Dividends from the Fund.

However, if a foreign investor conducts a trade or business in the United States and the investment in a Fund is effectively connected with that trade or business, then the foreign investor’s income from that Fund will generally be subject to U.S. federal income tax at graduated rates in a manner similar to the income of a U.S. citizen or resident. The Funds are generally required to withhold 30% on certain payments to shareholders that are foreign entities and that fail to meet prescribed information reporting or certification requirements.

The tax consequences to a foreign shareholder entitled to claim the benefits of an applicable tax treaty may differ from those described herein. All foreign investors should consult their own tax advisors regarding the tax consequences in their country of residence of an investment in any of the Funds.

Backup Withholding

Each Fund (or a financial intermediary, such as a broker, through which a shareholder owns Shares of a Fund) generally is required to withhold and remit to the U.S. Treasury a percentage of the taxable distributions and sale or redemption proceeds paid to any shareholder who fails to properly furnish a correct taxpayer identification number, who has underreported dividend or interest income, or who fails to certify that he, she or it is not subject to such backup withholding. A foreign investor can generally avoid such backup withholding by certifying his or her foreign status under penalties of perjury. The current backup withholding rate is 24%.

Taxes on Purchases and Redemptions of Creation Units

An AP who exchanges securities for Creation Units ordinarily recognizes a gain or a loss. The gain or loss will be equal to the difference between the market value of the Creation Units at the time of the exchange and the sum of the AP’s aggregate basis in the securities surrendered plus the amount of cash paid for such Creation Units. The Internal Revenue Service, however, may assert that a loss realized upon an exchange of securities for Creation Units cannot be deducted currently under the rules governing “wash sales,” or on the basis that there has been no significant change in economic position. Any gain or loss realized by an AP upon a creation of Creation Units would ordinarily be treated as capital gain or loss if the AP holds the securities exchanged therefor as capital assets, and otherwise will be ordinary income or loss. Any capital gain or loss realized upon the creation of Creation Units will generally be treated as long-term capital gain or loss if the securities exchanged for such Creation Units have been held by the AP for more than 12 months, and otherwise will be short-term capital gain or loss.

The Company on behalf of the Funds has the right to reject an order for a purchase of Creation Units if the AP (or a group of APs) would, upon obtaining the Creation Units so ordered, own 80% or more of the outstanding Shares of any of the Funds and if, pursuant to Section 351 of the Code, any of the Funds would have a basis in the securities different from the market value of such securities on the date of deposit. The Company also has the right to require information necessary to determine beneficial share ownership for purposes of the 80% determination. If a Fund does issue Creation Units to an AP (or group of APs) that would, upon obtaining the Creation Units so ordered, own 80% or more of the outstanding Shares of a Fund, the AP (or group of APs) may not recognize gain or loss upon the exchange of securities for Creation Units.

An AP who redeems Creation Units will generally recognize a gain or loss equal to the difference between the sum of the aggregate market value of any securities received plus the amount of any cash received for such Creation Units and the AP’s basis in the Creation Units. Any gain or loss realized by an AP upon a redemption of Creation Units will be treated as capital gain or loss if the AP holds the Shares comprising the Creation Units as capital assets, and otherwise will be ordinary income or loss. Any capital gain or loss realized upon the redemption of Creation Units would ordinarily be treated as long-term capital gain or loss if the Shares comprising the Creation Units have been held by the AP for more than 12 months, and otherwise generally as short-term capital gain or loss. Any capital loss realized upon a redemption of Creation Units held for six months or less will be treated as a long-term capital loss to the extent of any amounts treated as distributions to the applicable AP of long-term capital gains with respect to the Creation Units (including any amounts credited to the AP as undistributed capital gains). However, any loss realized upon a redemption of Creation Units will be disallowed to the extent Shares of a Fund are acquired (or the AP enters into a contract or option to acquire Shares of a Fund), including through reinvestment of dividends, within a 61-day period beginning 30 days before and ending 30 days after the redemption. If disallowed, the loss will be reflected in an increase to the basis of the Shares acquired. Additionally, due to the nature of the Funds’ investment strategies, the IRS could assert that gain recognized on a sale of Shares should be characterized as ordinary income.

The Funds may include a payment of cash in addition to, or in place of, the delivery of a basket of securities upon the redemption of Creation Units. The Funds may sell portfolio securities to obtain the cash needed to distribute redemption proceeds. This may cause a Fund to recognize investment income and/or capital gains or losses that it might not have recognized if it had completely satisfied the redemption in-kind, which would generally not give rise to a taxable gain or loss for the Fund. As a result, a Fund may be less tax efficient if it includes such a cash payment in the proceeds paid upon the redemption of Creation Units.

Persons purchasing or redeeming Creation Units should consult their own tax advisers with respect to the tax treatment of any creation or redemption transaction.

The foregoing discussion summarizes some of the possible consequences under current federal tax law of an investment in the Funds. It is not a substitute for personal tax advice. You also may be subject to state and local tax on a Fund’s distributions and sales of Shares of a Fund. Consult your personal tax advisor about the potential tax consequences of an investment in Shares of the Funds under all applicable tax laws. For more information, please see the section entitled “DIVIDENDS, DISTRIBUTIONS, AND TAXES” in the SAI.

DISTRIBUTION

The Distributor, Quasar Distributors, LLC, is a broker-dealer registered with the SEC. The Distributor distributes Creation Units for the Fund on an agency basis and does not maintain a secondary market in Shares. The Distributor has no role in determining the policies of the Fund or the securities that are purchased or sold by the Fund. The Distributor’s principal address is Three Canal Plaza, Suite 100, Portland, Maine 04101.

ADDITIONAL CONSIDERATIONS

Payments to Financial Intermediaries

The Adviser and its affiliates, out of their own resources and without additional cost to the Funds or their shareholders, may pay intermediaries, including affiliates of the Adviser, for the sale of Funds’ Shares and related services, including participation in activities that are designed to make intermediaries more knowledgeable about exchange traded products. Payments are generally made to intermediaries that provide shareholder servicing, marketing and related sales support, educational training or support, or access to sales meetings, sales representatives and management representatives of the intermediary. Payments may also be made to intermediaries for making Shares of the Funds available to their customers generally and in investment programs. The Adviser and its affiliates may also reimburse expenses or make payments from their own resources to intermediaries in consideration of services or other activities the Adviser believes may facilitate investment in the Fund.

The possibility of receiving, or the receipt of, the payments described above may provide intermediaries or their salespersons with an incentive to favor sales of Shares of any of the Funds, and other funds whose affiliates make similar compensation available, over other investments that do not make such payments. Investors may wish to take such payment arrangements into account when considering and evaluating any recommendations relating to the Funds and other ETFs.

Premium/Discount Information

Information regarding how often each of the Fund’s Shares traded on the Exchange at a price above (i.e., at a premium) or below (i.e., at a discount) the NAV is available, free of charge, on the Funds’ website at www.fminvest.com.

Continuous Offering

The method by which Creation Units are purchased and traded may raise certain issues under applicable securities laws. Because new Creation Units are issued and sold by the Fund on an ongoing basis, at any point a “distribution,” as such term is used in the Securities Act of 1933, as amended (the “Securities Act”), may occur. Broker-dealers and other persons are cautioned that some activities on their part may, depending on the circumstances, result in their being deemed participants in a distribution in a manner which could render them statutory underwriters and subject them to the prospectus delivery and liability provisions of the Securities Act.

For example, a broker-dealer firm or its client may be deemed a statutory underwriter if it takes Creation Units after placing an order with the Distributor, breaks them down into individual Shares, and sells such Shares directly to customers, or if it chooses to couple the creation of a supply of new Shares with an active selling effort involving solicitation of secondary market demand for Shares. A determination of whether one is an underwriter for purposes of the Securities Act must take into account all the facts and circumstances pertaining to the activities of the broker-dealer or its client in the particular case, and the examples mentioned above should not be considered a complete description of all the activities that could lead to categorization as an underwriter.

Broker-dealer firms should also note that dealers who are not “underwriters” but are effecting transactions in Shares, whether or not participating in the distribution of Shares, are generally required to deliver a prospectus. This is because the prospectus delivery exemption in Section 4(a)(3) of the Securities Act is not available with respect to such transactions as a result of Section 24(d) of the 1940 Act. As a result, broker dealer-firms should note that dealers who are not underwriters but are participating in a distribution (as contrasted with ordinary secondary market transactions) and thus dealing with Funds’ Shares that are part of an over-allotment within the meaning of Section 4(a)(3)(a) of the Securities Act would be unable to take advantage of the prospectus delivery exemption provided by Section 4(a)(3) of the Securities Act. Firms that incur a prospectus delivery obligation with respect to Shares of the Funds are reminded that under Rule 153 of the Securities Act, a prospectus delivery obligation under Section 5(b)(2) of the Securities Act owed to an exchange member in connection with a sale on the Exchange is satisfied by the fact that the Funds’ Prospectus is available on the SEC’s electronic filing system. The prospectus delivery mechanism provided in Rule 153 of the Securities Act is only available with respect to transactions on an exchange.

Additional Information

The Funds enter into contractual arrangements with various parties, including, among others, the Funds’ Adviser, who provides services to the Funds. Shareholders are not parties to, nor intended (or “third party”) beneficiaries of, those contractual arrangements.

The Prospectus and the SAI provide information concerning the Funds that you should consider in determining whether to purchase Shares of any of the Funds. The Funds may make changes to this information from time to time. Neither this Prospectus nor the SAI is intended to give rise to any contract rights or other rights in any shareholder, other than any rights conferred explicitly by federal or state securities laws that may not be waived.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS OR IN THE FUND’S SAI INCORPORATED HEREIN BY REFERENCE, IN CONNECTION WITH THE OFFERING MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ITS DISTRIBUTOR. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE COMPANY OR BY THE DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE.

FINANCIAL HIGHLIGHTS

Financial highlights are not yet available for the Funds as the Funds did not commence operations prior to the date of this Prospectus.

INVESTMENT ADVISER

F/m Investments LLC

3050 K Street NW, Suite 201

Washington, DC 20007

ADMINISTRATOR AND

TRANSFER AGENT

U.S. Bank Global Fund Services

615 East Michigan Street Milwaukee,

Wisconsin 53201

CUSTODIAN

U.S. Bank, N.A.

1555 North River Center Drive,

Suite 302 Milwaukee,

Wisconsin 53212

INDEPENDENT

REGISTERED

PUBLIC

ACCOUNTING FIRM

[ ]

UNDERWRITER

Quasar Distributors, LLC

Three Canal Plaza,

Suite 100 Portland,

Maine 04101

COUNSEL

Faegre Drinker

Biddle & Reath LLP

One Logan Square, Suite 2000

Philadelphia,

Pennsylvania 19103

FOR MORE INFORMATION

For more information about the Funds, the following documents are available free upon request:

Annual/Semiannual Reports

Once available, additional information about the Funds’ investments will be included in the Funds’ annual and semiannual reports to shareholders. The annual report will contain a discussion of the market conditions and investment strategies that significantly affected each Fund’s performance during its most recently completed fiscal year. The Funds’ annual reports and semi-annual reports to shareholders will be available on the Funds’ website at www.fminvest.com or by calling 1-800-617-0004.

Statement of Additional Information

The SAI dated [ ], 2026 provides more details about each Fund and its policies. The current SAI is on file with the SEC and is incorporated by reference into (and is legally a part of) this Prospectus.

TO OBTAIN INFORMATION

The SAI is available, without charge, upon request along with the semiannual and annual reports (when available). To obtain a free copy of the SAI, semiannual or annual reports or if you have questions about the Funds:

By Internet

Go to www.fminvest.com.

By Telephone

Call 1-800-617-0004 or your securities dealer.

From the SEC

Information about the Funds (including the SAI) and other information about the Funds are available on the EDGAR Database on the SEC’s Internet site at www.sec.gov, and copies of this information may be obtained, after paying a duplicating fee, by sending an electronic request to publicinfo@sec.gov.

Investment Company Act File Number [ ]

SUBJECT TO COMPLETION

The information in this statement of additional information is not complete and may be changed. We may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This statement of additional information is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Preliminary Statement of Additional Information Dated March 27, 2026

F/m Accumulator Ultrashort U.S. Treasury Fund [SGVA]

F/m Accumulator Intermediate U.S. Treasury Fund [VGTA]

F/m Accumulator Long-Term U.S. Treasury Fund [TLTA]

F/m Accumulator TIPS Fund [ZTIP]

Each a series of The RBB Fund, Inc.

3050 K Street NW, Suite 201

Washington, DC 20007

Statement of Additional Information

Dated [ ], 2026

The F/m Accumulator Ultrashort U.S. Treasury Fund, the F/m Accumulator Intermediate U.S. Treasury Fund, the F/m Accumulator Long-Term U.S. Treasury Fund and/or the F/m Accumulator TIPS Fund (each a “Fund” and together the “Funds”) are diversified series of The RBB Fund, Inc. (the “Company”), an open-end management investment company organized as a Maryland corporation on February 29, 1988.

F/m Investments LLC serves as the investment adviser to each Fund.

Information about each Fund is set forth in the prospectus dated [ ], 2026 (the “Prospectus”) and provides the basic information you should know before investing. To obtain a copy of the Prospectus and/or the Funds’ Annual and Semi-Annual Reports (when available), please call 1-800-617-0004. Once available, the financial statements and notes contained in the annual report on Form N-CSR will be incorporated by reference into this SAI. No other part of the annual report will be incorporated by reference herein.

This Statement of Additional Information (“SAI”) is not a prospectus but contains information in addition to and more detailed than that set forth in the Prospectus. It is incorporated by reference in its entirety into the Prospectus. This SAI is intended to provide you with additional information regarding the activities and operations of the Funds and the Company, and it should be read in conjunction with the Prospectus.

Table of Contents

Fund History	3
Investment Policies and Practices	3
Investment Restrictions	6
Exchange Listing and Trading	7
Management of the Company	7
Code of Ethics	11
Principal Holders	11
Investment Advisory Agreement	11
Portfolio Managers	13
Underwriter	13
Purchase and Redemption of Creation Units	14
Portfolio Holdings Information	16
Determination of Net Asset Value	17
Dividends, Distributions, and Taxes	17
Portfolio Transactions and Brokerage	18
Securities Lending	18
Proxy Voting Procedures	18
Payments To Financial Intermediaries	19
Additional Information Concerning Company Shares	19
General Information	19
Financial Statements	21
Appendix A	22
Appendix B	31

FUND HISTORY

The Company is an open-end management investment company currently consisting of 101 separate portfolios. The Company is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and was organized as a Maryland corporation on February 29, 1988. This SAI pertains to shares of the F/m Accumulator Ultrashort U.S. Treasury Fund, the F/m Accumulator Intermediate U.S. Treasury Fund, the F/m Accumulator Long-Term U.S. Treasury Fund and the F/m Accumulator TIPS Fund (each a “Fund” and together, the “Funds”). F/m Investments LLC (the “Adviser”) serves as the investment adviser to each Fund.

Each Fund offers and issues shares at its net asset value (“NAV”) per share (“Shares”) only in aggregations of a specified number of Shares (each a “Creation Unit”). Each Fund also generally offers and issues Shares in exchange for a basket of securities (“Deposit Securities”) together with the deposit of a specified cash payment (“Cash Component”). The Company reserves the right to permit or require the substitution of a “cash in lieu” amount (“Deposit Cash”) to be added to the Cash Component to replace any Deposit Security. The Shares of the Funds are intended to be listed on The Nasdaq Stock Market LLC (the “Exchange”) and trade on the Exchange at market prices. These prices may differ from a Fund’s NAV. The Shares are also redeemable only in Creation Unit aggregations, and generally in exchange for portfolio securities and a specified cash payment. Creation Units generally consist of 10,000 Shares, though this may change from time to time.

Shares of a Fund may be issued in advance of receipt of Deposit Securities subject to various conditions including a requirement to maintain on deposit with the Company cash at least equal to a specified percentage of the market value of the missing Deposit Securities as set forth in the Participant Agreement (as defined below). The Company may impose a transaction fee for each creation or redemption (the “Transaction Fee”). In all cases, such fees will be limited in accordance with the requirements of the Securities and Exchange Commission (the “SEC”) applicable to management investment companies offering redeemable securities. The Funds may charge, either in lieu or in addition to the fixed creation or redemption Transaction Fee, a variable fee for creations and redemptions in order to cover certain brokerage, tax, foreign exchange, execution, market impact and other costs and expenses related to the execution of trades resulting from such transaction, up to a maximum of 2.00% of the NAV per Creation Unit, inclusive of any Transaction Fees charged (if applicable).

INVESTMENT POLICIES AND PRACTICES

The Funds’ investment objectives and principal investment strategies are described in the Prospectus. The sections below describe some of the different types of investments that may be made by the Funds as part of its non-principal investment strategy. The following information supplements, and should be read in conjunction with, the Prospectus.

With respect to each Funds’ investments, unless otherwise noted, if a percentage limitation on investment is adhered to at the time of investment or contract, a subsequent increase or decrease as a result of market movement or redemption will not result in a violation of such investment limitation.

During unusual economic or market conditions, or for temporary defensive or liquidity purposes, any of the Funds may invest up to 100% of its assets in money market instruments that would not ordinarily be consistent with that Fund’s objective for up to ninety (90) days.

There can be no guarantee that the Funds will achieve their investment objectives. The Funds may not necessarily invest in all of the instruments or use all of the investment techniques permitted by each Funds’ Prospectus and this SAI, or invest in such instruments or engage in such techniques to the full extent permitted by each Funds’ investment policies and limitations.

PRINCIPAL INVESTMENT POLICIES AND RISKS

Cash Equivalents and Short-Term Investments

The Funds may invest in cash, cash equivalents, and a variety of short-term instruments in such proportions as warranted by prevailing market conditions and the Funds’ principal investment strategies. The Funds may temporarily invest without limit in such instruments for liquidity purposes, or in an attempt to respond to adverse market, economic, political or other conditions. During such periods, a Fund may not be able to achieve its investment objective.

Short-term instruments include obligations of the U.S. government or its agencies or instrumentalities (see “U.S. Government Securities” below) and, without limitation, the following:

(1) Certificates of Deposit. The Funds may invest in certificates of deposit issued against funds deposited in a bank or savings and loan association. Such certificates are for a definite period of time, earn a specified rate of return, and are normally negotiable. If such certificates of deposit are non-negotiable, they will be considered illiquid investments and be subject to a Fund’s 15% restriction on investments in illiquid investments. Pursuant to the certificate of deposit, the issuer agrees to pay the amount deposited plus interest to the bearer of the certificate on the date specified thereon. Under current FDIC regulations, the maximum insurance payable as to any one certificate of deposit is $250,000; therefore, certificates of deposit purchased by a Fund may not be fully insured.

(2) Bankers’ Acceptances. The Funds may invest in bankers’ acceptances, which are short-term credit instruments used 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 asset or it may be sold in the secondary market at the going rate of interest for a specific maturity.

(3) Repurchase Agreements. The Funds may invest in repurchase agreements which involve purchases of debt securities. In such an action, at the time a Fund purchases the security, it simultaneously agrees to resell and redeliver the security to the seller, who also simultaneously agrees to buy back the security at a fixed price and time. This assures a predetermined yield for a Fund during its holding period since the resale price is always greater than the purchase price and reflects an agreed-upon market rate. Such actions afford an opportunity for the Funds to invest temporarily in available cash. The Funds may enter into repurchase agreements only with respect to certain obligations. For the Funds, collateral may consist of any fixed income security which is an eligible investment for the Funds entering into the repurchase agreement. The Funds’ custodian will hold the securities underlying any repurchase agreement, or the securities will be part of the Federal Reserve/Treasury Book Entry System. The market value of the collateral underlying the repurchase agreement will be determined on each business day. If at any time the market value of the collateral falls below the repurchase price under the repurchase agreement (including any accrued interest), the Funds will promptly receive additional collateral (so the total collateral is an amount at least equal to the repurchase price plus accrued interest). Repurchase agreements may be considered loans to the seller, collateralized by the underlying securities. The risk to the Funds is limited to the ability of the seller to pay the agreed-upon sum on the repurchase date; in the event of default, the repurchase agreement provides that the Funds are entitled to sell the underlying collateral. If the value of the collateral declines after the agreement is entered into, however, and if the seller defaults under a repurchase agreement when the value of the underlying collateral is less than the repurchase price, the Funds could incur a loss of both principal and interest. The portfolio managers monitor the value of the collateral at the time the action is entered into and at all times during the term of the repurchase agreement. The portfolio managers do so in an effort to determine that the value of the collateral always equals or exceeds the agreed-upon repurchase price to be paid to the Funds. If the seller were to be subject to a federal bankruptcy proceeding, the ability of the Funds to liquidate the collateral could be delayed or impaired because of certain provisions of the bankruptcy laws.

(4) Bank Time Deposits. The Funds may invest in bank time deposits, which are monies kept on deposit with banks or savings and loan associations for a stated period of time at a fixed rate of interest. There may be penalties for the early withdrawal of such time deposits, in which case the yields of these investments will be reduced.

(5) Eurodollar and Yankee Instruments. The Funds may invest in Eurodollar certificates of deposit issued by foreign branches of U.S. or foreign banks; Eurodollar time deposits, which are U.S. dollar-denominated deposits in foreign branches of U.S. or foreign banks; and Yankee certificates of deposit, which are U.S. dollar-denominated certificates of deposit issued by U.S. branches of foreign banks and held in the United States. In each instance, a Fund may only invest in bank instruments issued by an institution which has capital, surplus and undivided profits of more than $100 million or the deposits of which are insured by the Bank Insurance Fund or the Savings Association Insurance Fund.

(6) Money Market Funds and Short-Term Debt Funds. The Funds may invest in money market funds. The Funds will each bear their proportionate share of the money market fund’s fees and expenses (see “Other Investment Companies” below). The Funds may hold securities of other mutual funds that invest primarily in debt obligations with remaining maturities of 13 months or less.

(7) Reverse Repurchase Agreements. Each Fund may enter into reverse repurchase agreements, which are transactions in which a Fund sells a security and simultaneously agrees to repurchase that security from the seller at an agreed upon price on an agreed upon future date, normally, one to seven days later. The securities subject to the reverse repurchase agreement will be marked-to-market daily.

Reverse repurchase agreements must be continuously collateralized and the collateral must have market value at least equal to the value of the Fund’s loaned securities, plus accrued interest. Reverse repurchase agreements involve the risk that the market value of securities retained in lieu of sale by a Fund may decline below the price of the securities such Fund has sold but is obliged to repurchase. If the buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, such buyer or its trustee or receiver may receive an extension of time to determine whether to enforce a Fund’s obligation to repurchase the securities. During that time, a Fund’s use of the proceeds of the reverse repurchase agreement effectively may be restricted. Finally, it is possible that a Fund may not be able to substantiate its interest in the underlying security and may be deemed an unsecured creditor of the other party to the agreement.

Rule 18f-4 under the 1940 Act provides for the regulation of a registered investment company’s use of derivatives and related instruments. Rule 18f-4 prescribes specific value-at-risk leverage limits for certain derivatives users and requires certain derivatives users to adopt and implement a derivatives risk management program (including the appointment of a derivatives risk manager and the implementation of certain testing requirements), and prescribes reporting requirements in respect of derivatives. Subject to certain conditions, if a fund qualifies as a “limited derivatives user,” as defined in Rule 18f-4, it is not subject to the full requirements of Rule 18f-4. With respect to reverse repurchase agreements or other similar financing transactions in particular, including certain tender option bonds, Rule 18f-4 permits a fund to enter into such transactions if a fund either (i) complies with the asset coverage requirements of Section 18 of the 1940 Act, and combines the aggregate amount of indebtedness associated with all reverse repurchase agreements or similar financing transactions with the aggregate amount of any other senior securities representing indebtedness when calculating the relevant asset coverage ratio, or (ii) treats all reverse repurchase agreements or similar financing transactions as derivatives transactions for all purposes under Rule 18f-4. The Funds have adopted procedures for investing in derivatives and other transactions in compliance with Rule 18f-4. Limits or restrictions applicable to the counterparties or issuers, as applicable, with which a Fund may engage in derivative transactions could limit or prevent a Fund from using certain instruments.

The use of derivatives is also subject to operational and legal risks. Operational risks generally refer to risks related to potential operational issues, including documentation issues, settlement issues, system failures, inadequate controls, and human error. Legal risks generally refer to risks of loss resulting from insufficient documentation, insufficient capacity or authority of a counterparty, or legality or enforceability of a contract.

Illiquid Investments

Pursuant to Rule 22e-4 under the 1940 Act (the “Liquidity Rule”), a Fund may invest up to 15% of its net assets in illiquid investments. An illiquid investment as defined in Rule 22e-4 is an investment that a Fund reasonably expects cannot be sold or disposed of in current market conditions within 7 calendar days or less without the sale or disposition significantly changing the market value of the investment. These investments may include restricted securities and repurchase agreements maturing in more than 7 days. Restricted securities are securities that may not be sold to the public without an effective registration statement under the Securities Act of 1933, as amended (the “1933 Act”), and thus may be sold only in privately negotiated transactions or pursuant to an exemption from registration. Subject to the adoption of guidelines by the Board of Directors of the Company (the “Board”), certain restricted securities that may be sold to institutional investors pursuant to Rule 144A under the 1933 Act and non-exempt commercial paper may be determined to be liquid by the Adviser. Illiquid investments involve the risk that the investments will not be able to be sold at the time the Adviser desires or at prices approximating the value at which a Fund is carrying the investments. To the extent an investment held by a Fund is deemed to be an illiquid investment or a less liquid investment, a Fund will be exposed to a greater liquidity risk.

The Company has implemented a liquidity risk management program and related procedures to identify illiquid investments pursuant to Rule 22e-4. If the limitation on illiquid investments is exceeded, the condition will be reported to the Board and, when required by the Liquidity Rule, to the SEC.

Inflation-Protected Securities

Each Fund may invest in inflation-protected securities. Inflation-protected securities are fixed income securities designed to provide protection against the negative effects of inflation. Two structures are common. The U.S. Treasury and some other issuers use a structure that accrues inflation into the principal value of the bond. Most other issuers pay out the inflation accruals as part of a semiannual coupon.

Inflation-protected securities issued by the U.S. Treasury (also known as “TIPS”) have maturities of varying durations. The U.S. Treasury securities pay interest on a semi-annual basis, equal to a fixed percentage of the inflation-adjusted principal amount. For example, if a Fund purchased an inflation-protected bond with a par value of $1,000 and a 3% real rate of return coupon (payable 1.5% semi-annually), and inflation over the first six months was 1%, the mid-year par value of the bond would be $1,010 and the first semi-annual interest payment would be $15.15 ($1,010 multiplied by 1.5%). If inflation during the second half of the year resulted in the whole year’s inflation equaling 3%, the end-of-year par value of the bond would be $1,030 and the second semi-annual interest payment would be $15.45 ($1,030 multiplied by 1.5%).

If the periodic adjustment rate measuring inflation falls, the principal value of U.S. Treasury inflation-protected securities will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-protected bonds, even during a period of deflation. However, the current market value of the bonds is not guaranteed, and will fluctuate. Other inflation-protected securities that accrue inflation into their principal value may or may not provide a similar guarantee. If a guarantee of principal is not provided, the adjusted principal value of the bond repaid at maturity may be less than the original principal.

The value of inflation-protected securities is expected to change in response to changes in real interest rates. Real interest rates in turn are tied to the relationship between nominal interest rates and the rate of inflation. Therefore, if inflation were to rise at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in value of inflation-protected securities. In contrast, if nominal interest rates increased at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of inflation-protected securities.

The periodic adjustment of U.S. inflation-protected bonds is tied to the Consumer Price Index for Urban Consumers (“CPI-U”), which is calculated monthly by the U.S. Bureau of Labor Statistics. The CPI-U is a measurement of changes in the cost of living, made up of components such as housing, food, transportation and energy. Inflation-protected securities issued by a foreign government are generally adjusted to reflect a comparable inflation index, calculated by that government. There can be no assurance that the CPI-U or any foreign inflation index will accurately measure the real rate of inflation in the prices of goods and services. Moreover, there can be no assurance that the rate of inflation in a foreign country will be correlated to the rate of inflation in the United States. If the market perceives that the adjustment mechanism of an inflation-protected security does not accurately adjust for inflation, the value of the security could be adversely affected.

While inflation-protected securities are expected to be protected from long-term inflationary trends, short-term increases in inflation may lead to a decline in value. The calculation of the inflation index ratio for inflation-protected securities issued by the U.S. Treasury incorporates an approximate three-month lag, which may have an effect on the trading price of the securities, particularly during periods of significant, rapid changes in the inflation index. To the extent that inflation has increased during the three months prior to an interest payment, that interest payment will not be protected from the inflation increase. Further, to the extent that inflation has increased during the final three months of a security’s maturity, the final value of the security will not be protected against that increase, which will negatively impact the value of the security. If interest rates rise due to reasons other than inflation (for example, due to changes in currency exchange rates), investors in inflation-protected securities may not be protected to the extent that the increase is not reflected in the bond’s inflation measure.

Any increase in the principal amount of an inflation-protected security will be considered taxable income to a Fund, even though a Fund does not receive its principal until maturity.

Lending Portfolio Securities

A Fund may lend its portfolio securities to brokers, dealers, and financial institutions in an amount not exceeding 33 1/3% of the value of a Fund’s total assets. These loans will be secured by collateral (consisting of cash, U.S. Government Securities, or irrevocable letters of credit) maintained in an amount equal to at least 100% of the market value, determined daily, of the loaned securities. A Fund may, subject to certain notice requirements, at any time call the loan and obtain the return of the securities loaned. A Fund will be entitled to payments equal to the interest and dividends on the loaned securities and may receive a premium for lending the securities. The advantage of such loans is that a Fund continues to receive the income on the loaned securities while earning interest on the cash amounts deposited as collateral, which will be invested in short-term investments.

A loan may be terminated by the borrower on one business days’ notice, or by the Company on two business days’ notice. If the borrower fails to deliver the loaned securities within four days after receipt of notice, the Company may use the collateral to replace the securities while holding the borrower liable for any excess of replacement cost exceeding the collateral. As with any extensions of credit, there are risks of delay in recovery and, in some cases, even loss of rights in the collateral, should the borrower of the securities fail financially. In addition, securities lending involves a form of leverage, and a Fund may incur a loss if securities purchased with the collateral from securities loans decline in value or if the income earned does not cover a Fund’s transaction costs. However, loans of securities will be made only to companies the Board deems to be creditworthy (such creditworthiness will be monitored on an ongoing basis) and when the income that can be earned from such loans justifies the attendant risks. Upon termination of the loan, the borrower is required to return the securities. Any gain or loss in the market price during the loan period would inure to the Funds.

When voting or consent rights that accompany loaned securities pass to the borrower, the Company will follow the policy of calling the loaned securities, to be delivered within one day after notice, to permit the exercise of such rights if the matters involved would have a material effect on the investment in such loaned securities. A Fund will pay reasonable finder’s, administrative, and custodial fees in connection with loans of securities.

LIBOR Transition Risk

Many financial instruments were historically tied to the London Interbank Offered Rate, or “LIBOR,” to determine payment obligations, financing terms, hedging strategies, or investment value. As of June 30, 2023, almost all settings of LIBOR have ceased to be published, except that certain widely used U.S. dollar LIBORs will continue to be published on a temporary, synthetic and non- representative basis through at least September 30, 2024. In some instances, regulators have restricted new use of LIBORs prior to the date when synthetic LIBORs will cease to be published. SOFR, which has been used increasingly on a voluntary basis in new instruments and transactions, is a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury securities in the repurchase agreement market.

On December 16, 2022, the Federal Reserve Board adopted regulations implementing the Adjustable Interest Rate Act, which provides a statutory fallback mechanism to replace LIBOR, by identifying benchmark rates based on SOFR that will replace LIBOR in certain financial contracts after June 30, 2023. These regulations apply only to contracts governed by U.S. law, among other limitations. The regulations include provisions that (i) provide a safe harbor for selection or use of a replacement benchmark rate selected by the Federal Reserve Board; (ii) clarify who may choose the replacement benchmark rate selected by the Federal Reserve Board; and (iii) ensure that contracts adopting a replacement benchmark rate selected by the Federal Reserve Board will not be interrupted or terminated following the replacement of LIBOR.

Uncertainty related to the liquidity impact of the change in rates, and how to appropriately adjust these rates at the time of transition, poses risks for the Funds. The transition away from LIBOR could have a significant impact on the financial markets in general and may also present heightened risk to market participants, including public companies, investment advisers, investment companies, and broker-dealers. The risks associated with this discontinuation and transition will be exacerbated if the work necessary to effect an orderly transition to an alternative reference rate is not completed in a timely manner. For example, current information technology systems may be unable to accommodate new instruments and rates with features that differ from LIBOR. Accordingly, it is difficult to predict the full impact of the transition away from LIBOR on the Funds until new reference rates and fallbacks for both legacy and new instruments and contracts are commercially accepted and market practices become settled.

Other Investment Companies

Each Fund may invest in other investment companies, including open-end funds, closed-end funds, unit investment trusts, and exchange-traded funds (“ETFs”) registered under the 1940 Act that invest primarily in Fund-eligible investments. Under the 1940 Act, a Fund’s investment in such securities is generally limited to 3% of the total voting stock of any one investment company; 5% of such Fund’s total assets with respect to any one investment company; and 10% of such Fund’s total assets in the aggregate. A Fund’s investments in other investment companies may include money market mutual funds. Investments in money market funds are not subject to the percentage limitations set forth above.

The SEC has adopted revisions to the rules permitting funds to invest in other investment companies in excess of the limits described above. While Rule 12d1-4 permits more types of fund of fund arrangements without reliance on an exemptive order or no-action letters, it imposes new conditions, including limits on control and voting of acquired funds’ shares, evaluations and findings by investment advisers, fund investment agreements, and limits on most three-tier fund structures. Rule 12d1-4 went into effect on January 19, 2021. The rescission of the applicable exemptive orders and the withdrawal of the applicable no-action letters was effective on January 19, 2022.

ETFs in which a Fund may invest are a type of index fund bought and sold on a securities exchange. An ETF trades like common stock and represents a portfolio of securities designed to track a particular market index. ETFs can give exposure to all or a portion of the U.S. market, a foreign market, a region, a commodity, a currency, or to any other index that an ETF tracks. The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although lack of liquidity in an ETF could result in it being more volatile and ETFs have management fees that increase their costs. An ETF may fail to accurately track the returns of the market segment or index that it is designed to track, and the price of an ETF’s shares may fluctuate. In addition, because they, unlike traditional mutual funds, are traded on an exchange, ETFs are subject to the following risks: (i) the performance of the ETF may not replicate the performance of the underlying index that it is designed to track; (ii) the market price of the ETF’s shares may trade at a premium or discount to the ETF’s NAV; (iii) an active trading market for an ETF may not develop or be maintained; and (iv) there is no assurance that the requirements of the exchange necessary to maintain the listing of the ETF will continue to be met or remain unchanged. Trading in an ETF may be halted if the trading in one or more of the ETF’s underlying securities is halted, which could result in the ETF being more volatile. In the event substantial market or other disruptions affecting ETFs should occur in the future, the liquidity and value of the Funds’ shares could also be substantially and adversely affected.

If a Fund invests in other investment companies, Fund shareholders will bear not only their proportionate share of the Funds’ expenses, but also, indirectly, the similar expenses of the underlying investment companies. Shareholders would also be exposed to the risks associated not only with the Funds, but also with the portfolio investments of the underlying investment companies. Shares of certain closed-end funds may at times be acquired at market prices representing premiums to their NAVs. Shares acquired at a premium to their NAV may be more likely to subsequently decline in price, resulting in a loss to the Funds and their shareholders.

U.S. Government Securities

Each Fund may invest in U.S. government securities, including bills, notes and bonds differing as to maturity and rates of interest, which are either issued or guaranteed by the

U.S. Treasury or by U.S. government agencies or instrumentalities. U.S. government agency securities include securities issued by (a) the Federal Housing Administration, Farmers Home Administration, Export-Import Bank of the United States, Small Business Administration, and the Government National Mortgage Association, whose securities are supported by the full faith and credit of the United States; (b) the Federal Home Loan Banks, Federal Intermediate Credit Banks, and the Tennessee Valley Authority, whose securities are supported by the right of the agency to borrow from the U.S. Treasury; (c) the Federal National Mortgage Association, whose securities are supported by the discretionary authority of the U.S. government to purchase certain obligations of the agency or instrumentality; and (d) the Student Loan Marketing Association, whose securities are supported only by its credit. While the U.S. government provides financial support to such U.S. government-sponsored agencies or instrumentalities, no assurance can be given that it always will do so since it is not so obligated by law. The U.S. government, its agencies and instrumentalities do not guarantee the market value of their securities, and consequently, the value of such securities may fluctuate.

U.S. Treasury obligations include separately traded interest and principal component parts of such obligations, known as Separately Traded Registered Interest and Principal Securities (“STRIPS”), which are transferable through the Federal book-entry system. STRIPS are sold as zero-coupon securities, which means that they are sold at a substantial discount and redeemed at face value at their maturity date without interim cash payments of interest or principal. This discount is accreted over the life of the security, and such accretion will constitute the income earned on the security for both accounting and tax purposes. Because of these features, such securities may be subject to greater interest rate volatility than interest paying U.S. Treasury obligations.

Additionally, from time to time, uncertainty regarding the status of negotiations in the U.S. government to increase the statutory debt ceiling could impact the creditworthiness of the United States and could impact the liquidity of the U.S. Government securities markets and ultimately the Funds.

When-Issued and Delayed Delivery Transactions

Each Fund may purchase securities on a when-issued or delayed delivery basis. When such a transaction is negotiated, the purchase price is fixed at the time the purchase commitment is entered, but delivery of and payment for the securities take place at a later date. A Fund will not accrue income with respect to securities purchased on a when-issued or delayed delivery basis prior to their stated delivery date.

The purchase of securities on a when-issued or delayed delivery basis exposes a Fund to risk because the securities may decrease in value prior to delivery. In addition, a Fund’s purchase of securities on a when-issued or delayed delivery basis while remaining substantially fully invested could increase the amount of a Fund’s total assets that are subject to market risk, resulting in increased sensitivity of NAV to changes in market prices. A seller’s failure to deliver securities to a Fund could prevent a Fund from realizing a price or yield considered to be advantageous.

When a Fund agrees to purchase securities on a when-issued or delayed delivery basis, a Fund will segregate cash or liquid securities in an amount sufficient to meet a Fund’s purchase commitments. It may be expected that a Fund’s net assets will fluctuate to a greater degree when it sets aside securities to cover such purchase commitments than when it sets aside cash. In addition, because a Fund will set aside cash or liquid securities to satisfy its purchase commitments, its liquidity and the ability of the Adviser to manage it might be affected in the event its commitments to purchase when-issued or delayed delivery securities ever became significant. Under normal market conditions, however, a Fund’s commitments to purchase when-issued or delayed delivery securities will not exceed 25% of the value of its total assets.

Zero-Coupon and Step Coupon Securities

Each Fund may invest in zero-coupon and step coupon securities. Zero-coupon securities pay no cash income to their holders until they mature. When held to maturity, their entire return comes from the difference between their purchase price and their maturity value. Step coupon securities are debt securities that may not pay interest for a specified period of time and then, after the initial period, may pay interest at a series of different rates. Both zero-coupon and step coupon securities are issued at substantial discounts from their value at maturity. Because interest on these securities is not paid on a current basis, the values of securities of this type are subject to greater fluctuations than are the value of securities that distribute income regularly and may be more speculative than such securities. Accordingly, the values of these securities may be highly volatile as interest rates rise or fall. In addition, while such securities generate income for purposes of generally accepted accounting standards, they do not generate cash flow and thus could cause a Fund to be forced to liquidate securities at an inopportune time in order to distribute cash, as required by the Code.

Temporary Investments

During periods of adverse market or economic conditions, a Fund may temporarily invest all or a substantial portion of its assets in high-quality, fixed-income securities, money market instruments, and shares of money market mutual funds, or it may hold cash. At such times, a Fund would not be pursuing its stated investment objective with its usual investment strategies. A Fund may also hold these investments for liquidity purposes. Fixed-income securities will be deemed to be of high quality if they are rated “A” or better by Standard & Poors or Moody’s or, if unrated, are determined to be of comparable quality by the Adviser. Money market instruments are high-quality, short-term fixed-income obligations (which generally have remaining maturities of one year or less) and may include U.S. Government Securities, commercial paper, certificates of deposit and banker’s acceptances issued by domestic branches of U.S. banks that are members of the Federal Deposit Insurance Corporation, and repurchase agreements for U.S. Government Securities. In lieu of purchasing money market instruments, a Fund may purchase shares of money market mutual funds that invest primarily in U.S. Government Securities and repurchase agreements involving those securities, subject to certain limitations imposed by the 1940 Act. A Fund, as an investor in a money market fund, will indirectly bear that fund’s fees and expenses, which will be in addition to the fees and expenses of the Fund. Repurchase agreements involve certain risks not associated with direct investments in debt securities.

Portfolio Turnover

Portfolio securities may be sold without regard to the time they have been held when investment considerations warrant such action. A higher portfolio turnover rate would result in higher brokerage costs to a Fund and could also result in the realization of larger amounts of capital gains, including short-term capital gains. Capital gains are generally taxable when distributed to shareholders, and distributions of short-term capital gains are generally taxable at ordinary income tax rates.

Pandemic Risk

Disease outbreaks that affect local economies or the global economy may materially and adversely impact a Fund and/or the Adviser’s business. For example, uncertainties regarding the novel Coronavirus (“COVID-19”) outbreak resulted in serious economic disruptions across the globe. The COVID-19 pandemic has negatively affected the worldwide economy, as well as the economies of individual countries, the financial health of individual companies and the market in general in significant and unforeseen ways. On May 5, 2023, the World Health Organization declared the end of the global emergency status for COVID-19. The United States subsequently ended the federal COVID-19 public health emergency declaration effective May 11, 2023. Although vaccines for COVID-19 are widely available, it is unknown how long certain circumstances related to the pandemic will persist, whether they will reoccur in the future, and what additional implications may follow from the pandemic. The impact of these events and other epidemics or pandemics in the future could adversely affect the Funds’ performance.

Cyber Security Risk

A Fund and its service providers may be prone to operational and information security risks resulting from breaches in cyber security. A breach in cyber security refers to both intentional and unintentional events that may cause a Fund to lose proprietary information, suffer data corruption, or lose operational capacity. Breaches in cyber security include, among other behaviors, stealing or corrupting data maintained online or digitally, denial of service attacks on websites, the unauthorized release of confidential information or various other forms of cyber-attacks. Cyber security breaches affecting a Fund, the Adviser, custodian, transfer agent, intermediaries and other third-party service providers may adversely impact a Fund. For instance, cyber security breaches may interfere with the processing of shareholder transactions, impact a Fund’s ability to calculate its NAVs, cause the release of private shareholder information or confidential business information, impede trading, subject a Fund to regulatory fines or financial losses and/or cause reputational damage. A Fund may also incur additional costs for cyber security risk management purposes. The use of artificial intelligence and machine learning could exacerbate these risks or result in cyber security incidents that implicate personal data. Similar types of cyber security risks are also present for issuers of securities in which a Fund may invest, which could result in material adverse consequences for such issuers and may cause a Fund’s investment in such companies to lose value. While each Fund and its service providers have established IT and data security programs and have in place business continuity plans and other systems designed to prevent losses and mitigate cyber security risk, there are inherent limitations in such plans and systems, including the possibility that certain risks have not been identified or that cyber-attacks may be highly sophisticated. Furthermore, a Fund has limited ability to prevent or mitigate cyber security incidents affecting third-party service providers, and such third-party service providers may have limited indemnification obligations to a Fund and the Adviser.

RIC Compliance Risk

Each Fund intends to elect to be, and intends to qualify each year for treatment as, a regulated investment company (“RIC”) under Subchapter M of Subtitle A, Chapter 1, of the Code. To continue to qualify for federal income tax treatment as a RIC, each Fund must meet certain source-of-income, asset diversification and annual distribution requirements. If for any taxable year a Fund fails to qualify for the special federal income tax treatment afforded to RICs, all of such Fund’s taxable income will be subject to federal income tax at regular corporate rates (without any deduction for distributions to its shareholders) and its income available for distribution will be reduced. Under certain circumstances, a Fund could cure a failure to qualify as a RIC, but in order to do so, such Fund could incur significant Fund-level taxes and could be forced to dispose of certain assets.

INVESTMENT RESTRICTIONS

Fundamental Policies

The Company has adopted the following investment restrictions as fundamental policies with respect to each Fund. These restrictions cannot be changed with respect to each Fund without the approval of the holders of a majority of that Fund’s outstanding voting securities. For the purposes of the 1940 Act, a “majority of outstanding shares” means the vote of the lesser of: (1) 67% or more of the voting securities of a Fund present at the meeting if the holders of more than 50% of a Fund’s outstanding voting securities are present or represented by proxy; or (2) more than 50% of the outstanding voting securities of a Fund.

As a matter of fundamental policy, each Fund may not concentrate its investments (i.e., hold more than 25% of its total assets) in any industry or group of related industries, except that each Fund (1) will concentrate its investments in shares of affiliated and unaffiliated underlying funds that are registered under the Investment Company Act of 1940, more specifically, underlying ETFs (together, the “Underlying Funds”), and (2) may not concentrate its investments (i.e., hold more than 25% of its total assets) in any industry or group of related industries, except that each Fund may concentrate to approximately the same extent as its Underlying Funds in any industry or group of industries*. For purposes of this limitation, securities of the U.S. government (including its agencies and instrumentalities), repurchase agreements collateralized by U.S. government securities, and tax-exempt securities of state or municipal governments and their political subdivisions are not considered to be issued by members of any industry.

Except with the approval of a majority of the outstanding voting securities, each Fund may not:

Borrow money or issue senior securities (as defined under the 1940 Act), except to the extent permitted under the 1940 Act.

Make loans, except to the extent permitted under the 1940 Act.

Purchase or sell real estate unless acquired as a result of ownership of securities or other instruments, except to the extent permitted under the 1940 Act. This shall not prevent a Fund from investing in securities or other instruments backed by real estate, real estate investment trusts or securities of companies engaged in the real estate business.

Purchase or sell commodities or commodity contracts, except as permitted by the 1940 Act, as amended, and as interpreted or modified by the regulatory authority having jurisdiction from time to time.

Underwrite securities issued by other persons, except to the extent permitted under the 1940 Act. Purchase or sell commodities or commodity contracts, except as permitted by the 1940 Act, as amended, and as interpreted or modified by the regulatory authority having jurisdiction from time to time.

With respect to 75% of its total assets, purchase securities of an issuer (other than (i) securities issued by other investment companies, (ii) securities issued by the U.S. government, its agencies, instrumentalities or authorities, or (iii) repurchase agreements fully collateralized by U.S. government securities) if (a) such purchase would, at the time, cause more than 5% of a Fund’s total assets taken at market value to be invested in the securities of such issuer; or (b) such purchase would, at the time, result in more than 10% of the outstanding voting securities of such issuer being held by a Fund.

For the purposes of this restriction, industry classifications are determined for the Funds in accordance with the industry or sub-industry classifications established by the Global Industry Classification Standard (GICS). The Funds may use other classification titles, standards and systems from time to time, as they determine to be in the best interests of shareholders. These classifications are not fundamental policies of the Funds. The Funds may invest in Underlying Funds or ETFs that may concentrate their assets in one or more industries. The Fund will consider the investments of the Underlying Funds and ETFs in which it invests in determining compliance with this fundamental restriction.

Non-Fundamental Policies

In addition to the foregoing fundamental investment policies, each Fund is also subject to the following non-fundamental restrictions and policies, which may be changed by the Board of Directors. Each Fund may not:

Acquire any illiquid investment if, immediately after the acquisition, a Fund would have invested more than 15% of its net assets in illiquid investments.

If a percentage limitation is adhered to at the time of investment or contract, a later increase or decrease in percentage resulting from any change in value or total or net assets will not result in a violation of such restriction, except that the percentage limitations with respect to the borrowing of money and illiquid investments will be observed continuously. If the percentage of a Fund’s net assets invested in illiquid investments exceeds 15% due to market activity or changes in a Fund’s portfolio, a Fund will take appropriate measures to reduce its holdings of illiquid investments as soon as reasonably practicable, in a manner consistent with prudent management and the interests of a Fund.

EXCHANGE LISTING AND TRADING

Shares are intended to be listed for trading and trade throughout the day on the Exchange.

There can be no assurance that a Fund will meet or continue to meet the requirements of the Exchange necessary to maintain the listing of shares. The Exchange will consider the suspension of trading in, and will initiate delisting proceedings of, the shares of a Fund under any of the following circumstances: (i) if any of the requirements set forth in the Exchange rules are not continuously maintained; (ii) if the Exchange files separate proposals under Section 19(b) of the 1940 Act and any of the statements regarding (a) the description of a Fund; (b) limitations on a Fund’s portfolio holdings or reference assets; (c) dissemination and availability of the intraday indicative values; or (d) the applicability of the Exchange listing rules specified in such proposals are not continuously maintained; (iii) if, following the initial 12-month period beginning at the commencement of trading of a Fund, there are fewer than 50 beneficial owners of shares of a Fund; (iv) if the intraday indicative value is no longer disseminated at least every 15 seconds during the Exchange’s regular market session and the interruption to the dissemination persists past the trading day in which it occurred; or (v) such other event shall occur or condition shall exist that, in the opinion of the Exchange, makes further dealings on the Exchange inadvisable. The Exchange will remove the shares from listing and trading upon termination of a Fund.

The Company reserves the right to adjust the price levels of its shares in the future to help maintain convenient trading ranges for investors. Any adjustments would be accomplished through stock splits or reverse stock splits, which would have no effect on the net assets of a Fund.

As in the case of other stocks traded on the Exchange, broker’s commissions on transactions will be based on negotiated commission rates at customary levels.

To provide additional information regarding the indicative value of shares, the Exchange or a market data vendor disseminates information every 15 seconds through the facilities of the Consolidated Tape Association, or other widely disseminated means, an updated “intraday indicative value” (“IIV”) for each Fund as calculated by an information provider or market data vendor. The Company is not involved in or responsible for any aspect of the calculation or dissemination of the IIVs and makes no representation or warranty as to the accuracy of the IIVs.

MANAGEMENT OF THE COMPANY

The business and affairs of the Company are managed under the oversight of the Board, subject to the laws of the State of Maryland and the Company’s Charter. The Directors are responsible for deciding matters of overall policy and overseeing the actions of the Company’s service providers. The officers of the Company conduct and supervise the Company’s daily business operations.

Directors who are not deemed to be “interested persons” of the Company (as defined in the 1940 Act) are referred to as “Independent Directors.” Directors who are deemed to be “interested persons” of the Company are referred to as “Interested Directors.” The Board is currently composed of five Independent Directors and two Interested Directors. The Board has selected Arnold M. Reichman, an Independent Director, to act as Chair. Mr. Reichman’s duties include presiding at meetings of the Board and interfacing with management to address significant issues that may arise between regularly scheduled Board and Committee meetings. In the performance of his duties, Mr. Reichman will consult with the other Independent Directors and the Company’s officers and legal counsel, as appropriate. The Chair may perform other functions as requested by the Board from time to time.

The Board meets as often as necessary to discharge its responsibilities. Currently, the Board conducts regular, in-person meetings at least four times a year, and holds special in-person or telephonic meetings as necessary to address specific issues that require attention prior to the next regularly scheduled meeting. The Board also relies on professionals, such as the Company’s independent registered public accounting firms and legal counsel, to assist the Directors in performing their oversight responsibilities.

The Board has established seven standing committees — Audit, Contract, Executive, Nominating and Governance, Product Development, Regulatory Oversight, and Valuation Committees. The Board may establish other committees, or nominate one or more Directors to examine particular issues related to the Board’s oversight responsibilities, from time to time. Each Committee meets periodically to perform its delegated oversight functions and reports its findings and recommendations to the Board. For more information on the Committees, see the section entitled “Standing Committees.”

The Board has also established an Advisory Board whose members are not “interested persons” of the Company (as defined in the 1940 Act) and who serve in a consultative capacity to the Board, providing non-binding advice to the Board regarding the oversight of the affairs of the Trust (each, an “Advisory Board Member”). An Advisory Board Member participates in Board discussions and reviews Board materials relating to the Funds, but is not a Director, has no power to vote on any matter presented to the Board, and has no power to act on behalf of or otherwise bind the Board, the Directors or any committee of the Board. The Board appointed Eugene Podsiadlo as an Advisory Board Member effective October 1, 2025.

The Board has determined that the Company’s leadership structure is appropriate because it allows the Board to effectively perform its oversight responsibilities.

Trustees, Advisory Board Members, and Executive Officers

The Directors, advisory board members, and executive officers of the Trust, their ages, business addresses and principal occupations during the past five years are set forth in this section.

Name, Address, and Year of Birth	Position(s) Held with Company	Term of Office and Length of Time Served¹	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Director*	Other Directorships Held by Director During the Past 5 Years
INDEPENDENT DIRECTORS
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Year of Birth: 1966	Director	2012 to present	Since 2020, Chief Financial Officer, HC Parent Corp. d/b/a Herspiegel Consulting LLC (life sciences consulting services); 2020, Chief Financial Officer, Avocado Systems Inc. (cyber security software provider); from 2009-2020, Chief Financial Officer, Emtec, Inc. (information technology consulting/services).	131	FS Energy and Power Fund (business development company); Wilmington Funds (12 portfolios) (registered investment company); Emtec, Inc. (until December 2019); FS Investment Corporation (business development company) (until December 2018).
Lisa A. Dolly 615 East Michigan Street, Milwaukee, WI, 53202 Year of Birth: 1966	Director	October 2021 to present	From July 2019-December 2019, Chairman, Pershing LLC (broker dealer, clearing and custody firm); January 2016-June 2019, Chief Executive Officer, Pershing, LLC.	131	Allfunds Group PLC (United Kingdom wealthtech and fund distribution provider); Securities Industry and Financial Markets Association (trade association for broker dealers, investment banks and asset managers); Hightower Advisors (wealth management firm); Cohen & Steers, Inc. (global investment manager).
Nicholas A. Giordano 615 East Michigan Street Milwaukee, WI 53202 Year of Birth: 1943	Director	2006 to present	Since 1997, Consultant, financial services organizations.	131	IntriCon Corporation (biomedical device manufacturer)(until 2022); Wilmington Funds (12 portfolios) (registered investment company) (until 2023); Independence Blue Cross (healthcare insurance) (until March 2021).
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Year of Birth: 1948	Chair Director	2005 to present 1991 to present	Retired.	131	EIP Investment Trust (registered investment company) (until August 2022).

Name, Address, and Year of Birth	Position(s) Held with Company	Term of Office and Length of Time Served¹	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Director*	Other Directorships Held by Director During the Past 5 Years
Martha A. Tirinnanzi 615 East Michigan Street Milwaukee, WI 53202 Year of Birth: 1960	Director	January 2024 to present	Since 2014, Instructor, The Institute for Financial Markets; from 2013¬2023, President and Chief Executive Officer, Financial Standards, Inc. (consulting firm); from 2020-2022, Adjunct Professor of Finance and Accounting, The Catholic University of America’s Busch School of Business. 82	131	Intercontinental Exchange, Inc. (“ICE”) (financial services company and operator of global exchanges and clearinghouses); ICE Mortgage Services, LLC (a subsidiary of ICE); ICE Mortgage Technology, Inc. (a subsidiary of ICE); Community Development Trust (real estate investment trust) (until May 2023).
INTERESTED DIRECTORS²
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Year of Birth: 1938	Vice Chair Director	2016 to present 1991 to present	Since 2002, Senior Director - Investments and, prior thereto, Executive Vice President, of Oppenheimer & Co., Inc. (a registered broker-dealer).	131	None
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Year of Birth: 1960	Director	2018 to present	Independent Director.	131	Ameriprise Financial (financial services company); Barclays PLC, Barclays Bank PLC and Barclays Execution Services Limited (financial services companies); Fidelity National Information Services, Inc. (financial services technology company) (until 2024).
DISINTERESTED ADVISORY BOARD MEMBERS⁽³⁾
Eugene Podsiadlo 615 East Michigan Street Milwaukee, WI 53202 Year of Birth: 1957	Advisory Board Member	October 2025 to present	Since 2023, Senior Advisor and Limited Partner, AI Capital, LLC; since 2020, Senior Advisor and Industry Council Member, Cross Creek Advisors; from February-June 2023, Executive Vice President of Clearbrook, LLC; from 2020-2022, Registered Securities Principal and Representative, March Capital.	N/A	Alpha Healthcare Acquisition Corp III (2021-2023); Esoterica Thematic Trust (2020-2021).
OFFICERS
Steven Plump 615 East Michigan Street Milwaukee, WI 53202 Year of Birth: 1959	President	August 2022 to present	From 2011 to 2021, Executive Vice President, PIMCO LLC.	N/A	N/A
Salvatore Faia, JD, CPA, CFE Vigilant Compliance, LLC Gateway Corporate Center, Suite 216 223 Wilmington West Chester Pike Chadds Ford, PA 19317 Year of Birth: 1962	Chief Compliance Officer	2004 to present	Since 2004, President, Vigilant Compliance, LLC (investment management services company); since 2005, Independent Trustee of EIP Investment Trust (registered investment company); since 2021, Chief Compliance Officer of The RBB Fund Trust; President of The RBB Fund Trust from 2021 to 2022; President of The RBB Fund, Inc. from 2009 to 2022.	N/A	N/A
James G. Shaw 615 East Michigan Street Milwaukee, WI 53202 Year of Birth: 1960	Chief Financial Officer and Secretary Chief Operating Officer	2016 to present August 2022 to present	Since 2022, Chief Operating Officer of The RBB Fund Trust; since 2016, Chief Financial Officer and Secretary of The RBB Fund Inc.	N/A	N/A
Craig A. Urciuoli 615 East Michigan Street Milwaukee, WI 53202 Year of Birth: 1974	Director of Marketing & Business Development	2019 to present	Since 2019, Director of Marketing & Business Development of The RBB Fund, Inc.	N/A	N/A
Jennifer Witt 615 East Michigan Street Milwaukee, WI 53202 Year of Birth: 1982	Assistant Treasurer	2018 to present	Since 2020, Vice President, U.S. Bank Global Fund Services (fund administrative services firm); from 2016 to 2020, Assistant Vice President, U.S. Bank Global Fund Services.	N/A	N/A
Edward Paz 615 East Michigan Street Milwaukee, WI 53202 Year of Birth: 1971	Assistant Secretary	2016 to present	Since 2007, Vice President and Counsel, U.S. Bank Global Fund Services (fund administrative services firm).	N/A	N/A
Joshua Solin 615 East Michigan Street Milwaukee, WI 53202 Year of Birth: 1988	Assistant Treasurer	January 2025 to present	Since 2023, Assistant Vice President, U.S. Bank Global Fund Services (fund administrative services firm); from 2021 to 2023, Officer, U.S. Bank Global Services.	N/A	N/A
Thomas M. Reynolds 615 East Michigan Street Milwaukee, WI 53202 Year of Birth: 1960	Assistant Treasurer and Assistant Secretary	September 2024 to present	Since 2024, Assistant Treasurer & Assistant Secretary of the RBB Trust, Inc.; from 2023-2024, Vice President of Virtus Investment Partners; from 2020-2023, CFO of Stone Harbor Investment Partners LP.	N/A	N/A
Jillian L. Bosmann One Logan Square Suite 2000 Philadelphia, PA 19103 Year of Birth: 1979	Assistant Secretary	2017 to present	Since 2017, Partner, Faegre Drinker Biddle & Reath LLP (law firm).	N/A	N/A

Each Director oversees 131 portfolios of the Fund Complex (as defined below), consisting of the series in the Company (101 portfolios) and The RBB Fund Trust (30 portfolios).

Subject to the Company’s Retirement Policy, each Director may continue to serve as a Director until the last day of the calendar year in which the applicable Director attains age 75 or until his or her successor is elected and qualified or his or her death, resignation or removal. The Board reserves the right to waive the requirements of the Policy with respect to an individual Director. The Board has approved waivers of the policy with respect to Messrs. Giordano, Reichman, and Sablowsky. Each officer holds office at the pleasure of the Board until the next special meeting of the Company or until his or her successor is duly elected and qualified, or until he or she dies, resigns or is removed.

Messrs. Sablowsky and Mr. Shea are considered “interested persons” of the Company as that term is defined in the 1940 Act and are referred to as an “Interested Director.” Mr. Sablowsky is considered an “Interested Director” of the Company by virtue of his position as a senior officer of Oppenheimer & Co., Inc., a registered broker-dealer. Mr. Shea is considered an “Interested Director” of the Company by virtue of his position on the Board of Barclays Bank plc, a multinational bank.

A Disinterested Advisory Board Member is an Advisory Board Member that is not an “interested person” of the Company within the meaning of Section 2(a)(19) of the 1940 Act.

Trustee Experience, Qualifications, Attributes and/or Skills

The information above includes each Trustee’s principal occupations during the last five years. Each Trustee possesses extensive additional experience, skills and attributes relevant to his or her qualifications to serve as a Trustee. The cumulative background of each Trustee led to the conclusion that each Trustee should serve as a Trustee of the Trust. Mr. Chandler has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the investment technology consulting/services and investment banking/brokerage industries, and also serves on various boards. Ms. Dolly has over three decades of experience in the financial services industry, and she has demonstrated her leadership and management abilities by serving in numerous senior executive-level positions. Mr. Giordano has years of experience as a consultant to financial services organizations and also serves on the boards of other registered investment companies. Mr. Reichman brings decades of investment management experience to the Board, in addition to senior executive-level management experience. Mr. Sablowsky has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the financial services industry. Mr. Shea has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the brokerage, clearing, banking and investment services industry, including service on the boards of public companies, industry regulatory organizations and a university. Ms. Tirinnanzi has over 20 years of strategic, regulatory and operational management experience in the financial and mortgage industries, including service on the boards of a public company and real estate investment trust, and brings to the Board her expertise regarding derivatives markets and related businesses.

Standing Committees

The responsibilities of each Committee of the Board and its members are described below.

Audit Committee. The Board has an Audit Committee comprised of three Independent Directors. The current members of the Audit Committee are Ms. Tirinnanzi and Messrs. Chandler and Giordano. The Audit Committee, among other things, reviews results of the annual audit and approves the firm(s) to serve as independent auditors. The Audit Committee convened five times during the fiscal year ended August 31, 2025.

Contract Committee. The Board has a Contract Committee comprised of an Interested Director and two Independent Directors. The current members of the Contract Committee are Mses. Dolly and Tirinnanzi and Mr. Sablowsky. The Contract Committee reviews and makes recommendations to the Board regarding the approval and continuation of agreements and plans of the Company. The Contract Committee convened four times during the fiscal year ended August 31, 2025.

Executive Committee. The Board has an Executive Committee comprised of an Interested Director and three Independent Directors. The current members of the Executive Committee are Messrs. Chandler, Giordano, Reichman and Sablowsky. The Executive Committee may generally carry on and manage the business of the Company when the Board is not in session. The Executive Committee met one time during the fiscal year ended August 31, 2025.

Nominating and Governance Committee. The Board has a Nominating and Governance Committee comprised of three Independent Directors. The current members of the Nominating and Governance Committee are Messrs. Chandler, Giordano and Reichman. The Nominating and Governance Committee recommends to the Board all persons to be nominated as Directors of the Company. The Nominating and Governance Committee will consider nominees recommended by shareholders. Recommendations should be submitted to the Committee care of the Company’s Secretary. The Nominating and Governance Committee convened four times during the fiscal year ended August 31, 2025.

Product Development Committee. The Board has a Product Development Committee comprised of the Interested Directors and two Independent Directors. The current members of the Product Development Committee are Messrs. Chandler, Reichman, Sablowsky, and Shea. The Product Development Committee oversees the process regarding the addition of new investment advisers and investment products to the Company. The Product Development Committee convened five times during the fiscal year ended August 31, 2025.

Regulatory Oversight Committee. The Board has a Regulatory Oversight Committee comprised of the Interested Directors and two Independent Directors. The current members of the Regulatory Oversight Committee are Ms. Dolly and Messrs. Reichman, Sablowsky and Shea. The Regulatory Oversight Committee monitors regulatory developments in the mutual fund industry and focuses on various regulatory aspects of the operation of the Company. The Regulatory Oversight Committee convened four times during the fiscal year ended August 31, 2025.

Valuation Committee. The Board has a Valuation Committee comprised of the Interested Directors and two officers of the Company. The members of the Valuation Committee are Messrs. Faia, Sablowsky, Shea and Shaw. The Valuation Committee is responsible for reviewing fair value determinations. The Valuation Committee convened four times during the fiscal year ended August 31, 2025.

Risk Oversight

The Board performs its risk oversight function for the Company through a combination of (1) direct oversight by the Board as a whole and Board committees and (2) indirect oversight through the Company’s investment advisers and other service providers, Company officers and the Company’s Chief Compliance Officer (“CCO”). The Company is subject to a number of risks, including but not limited to investment risk, compliance risk, operational risk, reputational risk, credit risk and counterparty risk. Day-to-day risk management with respect to the Company is the responsibility of the Company’s investment advisers or other service providers (depending on the nature of the risk) that carry out the Company’s investment management and business affairs. Each of the investment advisers and the other service providers have their own independent interest in risk management and their policies and methods of risk management will depend on their functions and business models and may differ from the Company’s and each other’s in the setting of priorities, the resources available or the effectiveness of relevant controls.

The Board provides risk oversight by receiving and reviewing, on a regular basis, reports from the Company’s investment advisers or other service providers, receiving and approving compliance policies and procedures, periodic meetings with the Company’s portfolio managers to review investment policies, strategies and risks, and meeting regularly with the Company’s CCO to discuss compliance reports, findings and issues. The Board also relies on the Company’s investment advisers and other service providers, with respect to the day-to-day activities of the Company, to create and maintain procedures and controls to minimize risk and the likelihood of adverse effects on the Company’s business and reputation.

Board oversight of risk management is also provided by various Board Committees. For example, the Audit Committee meets with the Company’s independent registered public accounting firms to ensure that the Company’s respective audit scopes include risk-based considerations as to the Company’s financial position and operations. The Board may, at any time and in its discretion, change the manner in which it conducts risk oversight. The Board’s oversight role does not make the Board a guarantor of the Company’s investments or activities.

Director Ownership of Shares of the Company

The following table sets forth the dollar range of equity securities beneficially owned by each Director and Advisory Board Member in the Funds and in all of the portfolios of the Company and The RBB Fund Trust (which for each Director comprise all registered investment companies within the Company’s family of investment companies overseen by him or her), as of December 31, 2025, including amounts through the deferred compensation plan:

Name of Director	Dollar Range of Equity Securities in the Funds⁽¹⁾	Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Director within the Family of Investment Companies
INDEPENDENT DIRECTORS
Gregory P. Chandler	None	Over $100,000
Lisa A. Dolly	None	None
Nicholas A. Giordano	None	$50,001-$100,000
Arnold M. Reichman	None	Over $100,000
Martha A. Tirinnanzi	None	Over $100,000
INTERESTED DIRECTOR
Robert Sablowsky	None	Over $100,000
Brian T. Shea	None	$10,001-$50,000
DISINTERESTED ADVISORY BOARD MEMBERS
Eugene Podsiadlo⁽¹⁾	None	$10,001-$50,000

(1)

The Funds had not commenced operations prior to the date of this SAI.

(2)

Mr Podsiadlo is not a Director. He was appointed as an Advisory Board Member effective October 1, 2025.

As of December 31, 2025, the Independent Directors and their respective immediate family members (spouse or dependent children) did not own beneficially or “of record” any securities of the Company’s investment advisers or distributor, or of any person directly or indirectly controlling, controlled by, or under common control with the investment advisers or distributor.

Directors’ and Officers’ Compensation

Effective January 1, 2026, the Company and The RBB Fund Trust, based on an allocation formula, pay each Director and Advisory Board Member a retainer at the rate of $265,000 annually, $15,000 for each regular meeting of the Board attended in-person; $6,000 for each Regulatory Oversight Committee meeting attended in-person; $5,000 for each other committee (excluding the Regulatory Oversight Committee) meeting attended in-person; $9,000 and $6,500, respectively, for each special in-person or telephonic Board meeting that lasts longer than 30 minutes; $4,000 for each special committee meeting that lasts longer than 30 minutes; $3,000 for each special Board or committee meeting that lasts less than 30 minutes. The Chair of the Audit Committee and Chair of the Regulatory Oversight Committee each receives an additional fee of $50,000 for their services. The Chair of the Contract Committee and the Chair of the Nominating and Governance Committee each receives an additional fee of $40,000 per year for their services. The Vice Chair of the Regulatory Oversight Committee receives an additional fee of $25,000 for his services. The Chair of the Board receives an additional fee of $125,000 per year for his services in this capacity and the Vice Chair of the Board receives an additional fee of $50,000 per year for his services in this capacity.

Effective January 1, 2025, the Company and The RBB Fund Trust, based on an allocation formula, paid each Director and Advisory Board Member a retainer at the rate of $225,000 annually, $15,000 for each regular meeting of the Board attended in-person; $6,000 for each Regulatory Oversight Committee meeting attended in-person; $5,000 for each other committee (excluding the Regulatory Oversight Committee) meeting attended in-person; $9,000 and $6,500, respectively, for each special in-person or telephonic Board meeting that lasts longer than 30 minutes; $4,000 for each special committee meeting that lasts longer than 30 minutes; $3,000 for each special Board or committee meeting that lasts less than 30 minutes. The Chair of the Audit Committee and Chair of the Regulatory Oversight Committee each received an additional fee of $50,000 for their services. The Chair of the Contract Committee and the Chair of the Nominating and Governance Committee each received an additional fee of $40,000 per year for their services. The Vice Chair of the Regulatory Oversight Committee received an additional fee of $25,000 for his services. The Chair of the Board received an additional fee of $125,000 per year for his services in this capacity and the Vice Chair of the Board received an additional fee of $50,000 per year for his services in this capacity.

From January 1, 2024 through December 31, 2024, the Company and The RBB Fund Trust, based on an allocation formula, paid each Director a retainer at the rate of $175,000 annually, $13,500 for each regular meeting of the Board attended in-person; $5,000 for each Regulatory Oversight Committee meeting attended in-person; $4,000 for each other committee (excluding the Regulatory Oversight Committee) meeting attended in-person; $7,500 and $5,000, respectively, for each special in-person or telephonic Board meeting that lasts longer than 30 minutes; $3,000 for each special committee meeting that lasts longer than 30 minutes; $2,000 for each special Board or committee meeting that lasts less than 30 minutes. The Chair of the Audit Committee and Chair of the Regulatory Oversight Committee each received an additional fee of $35,000 for their services. The Chair of the Contract Committee and the Chair of the Nominating and Governance Committee each received an additional fee of $25,000 per year for their services. The Vice Chair of the Regulatory Oversight Committee received an additional fee of $15,000 for his services. The Chair of the Board received an additional fee of $100,000 per year for his services in this capacity and the Vice Chair of the Board received an additional fee of $40,000 per year for his services in this capacity.

Directors are reimbursed for any reasonable out-of-pocket expenses incurred in attending meetings of the Board or any committee thereof. An employee of Vigilant Compliance, LLC serves as CCO of the Company. Vigilant Compliance, LLC is compensated for the services provided to the Company, and such compensation is determined by the Board. For the fiscal year ended August 31, 2025, Vigilant Compliance, LLC received $0 from the Funds (because the Funds had not yet commenced operations) and $1,060,000 in aggregate from all series of the Company and The RBB Fund Trust for its services. Employees of the Company serve as President, Chief Financial Officer, Chief Operating Officer, Secretary, and Director of Marketing & Business Development and are compensated for services provided.

For the fiscal year ended August 31, 2025, each of the following members of the Board and the President, Chief Financial Officer, Chief Operating Officer, Secretary, and Director of Marketing & Business Development received compensation from the Fund and the Fund Complex, in the following amounts:

Name of Director/Officer	Aggregate Compensation from the Funds*	Pension or Retirement Benefits Accrued as Part of Funds Expenses	Estimated Annual Benefits Upon Retirement	Total Compensation From Fund Complex Paid to Directors or Officers
Independent Directors:
Gregory P. Chandler, Director	None	N/A	N/A	$406,250
Lisa A. Dolly, Director	None	N/A	N/A	$363,750
Nicholas A. Giordano, Director	None	N/A	N/A	$369,250
Arnold M. Reichman, Director and Chair	None	N/A	N/A	$476,750
Robert A. Straniere, Director⁽¹⁾	None	N/A	N/A	$101,250
Martha A. Tirinnanzi, Director	None	N/A	N/A	$336,000
Interested Directors:
Robert Sablowsky, Director and Vice Chair	None	N/A	N/A	$466,750
Brian T. Shea, Director	None	N/A	N/A	$380,500
Disinterested Advisory Board Members
Eugene Podsiadlo⁽²⁾	None	N/A	N/A	$0
Officers:
Steven Plump, President	None	N/A	N/A	$424,750
James G. Shaw, Chief Financial Officer, Chief Operating Officer and Secretary	None	N/A	N/A	$546,000
Craig Urciuoli, Director of Marketing & Business Development	None	N/A	N/A	$434,750
Thomas Reynolds, Assistant Treasurer and Assistant Secretary	None	N/A	N/A	$200,000

The Funds had not commenced operations prior to the date of this SAI.

Director Emeritus Program

The Board has created a position of Director Emeritus, whereby an incumbent Director who has attained at least the age of 75 and completed a minimum of fifteen years of service as a Director may, in the sole discretion of the Nominating and Governance Committee of the Company (“Committee”), be recommended to the full Board to serve as Director Emeritus.

A Director Emeritus that has been approved as such receives an annual fee in an amount equal to up to 50% of the annual base compensation paid to a Director. Effective January 1, 2026, a Director Emeritus can receive an annual fee in an amount up to 50% of the annual base compensation paid to a Director in effect at the time such Director Emeritus was first appointed Director Emeritus. Compensation will be determined annually by the Committee and the Board with respect to each Director Emeritus. In addition, a Director Emeritus will be reimbursed for certain expenses incurred in connection with their service, including expenses of travel and lodging incurred in attendance at Board/Committee meetings. A Director Emeritus will continue to receive relevant materials concerning the Funds and will be available to consult with the Directors at reasonable times as requested. However, a Director Emeritus does not have any voting rights at Board meetings and is not subject to election by shareholders of the Funds.

A Director Emeritus will be permitted to serve in such capacity from year to year at the pleasure of the Committee and the Board for up to three years. Effective February 2024, Julian Brodsky serves as a Director Emeritus of the Company. Effective January 2025, Robert Straniere serves as a Director Emeritus of the Company.

For the fiscal year ended August 31, 2025, Messrs. Brodsky and Straniere received compensation for their roles as a Director Emeritus in the following amounts:

Director Emeritus	Aggregate Compensation from the Funds*	Pension or Retirement Benefits Accrued as Part of Fund Expenses	Estimated Annual Benefits Upon Retirement	Total Compensation From Fund Complex
Julian Brodsky	None	N/A	N/A	$106,250
Robert Straniere	None	N/A	N/A	$84,375

The Funds had not commenced operations prior to the date of this SAI.

CODE OF ETHICS

The Company, the Adviser, and Quasar Distributors, LLC (the “Distributor”), have each adopted a code of ethics (“Code of Ethics”) pursuant to Rule 17j-1 under the 1940 Act, which governs personal securities trading by their respective personnel. Each Code of Ethics permits such individuals to purchase and sell securities, including securities that are purchased, sold, or held by the Funds, but only subject to certain conditions designed to ensure that purchases and sales by such individuals do not adversely affect the Funds’ investment activities.

PRINCIPAL HOLDERS

As of the date of this SAI, no Shares of the Funds were outstanding.

INVESTMENT ADVISORY AGREEMENT

Investment Advisory Agreement

The Adviser is a Delaware limited liability company with offices at 3050 K Street NW, Suite 201, Washington, DC 20007. Three officers of the Company own an indirect, minority interest in the Adviser. The Adviser is a majority owned subsidiary F/m Managers Group, LP (“FMG”), which is a wholly owned subsidiary of 1251 Capital, Inc., which is a financial services holding company.

The Adviser provides investment advisory services to each Fund pursuant to the terms of an Investment Advisory Agreement (the “Advisory Agreement”) between the Company and the Adviser. After the initial two year-term, the Advisory Agreement may be continued in effect from year to year with the approval of (1) the Board or (2) vote of a majority (as defined by the 1940 Act) of the outstanding voting securities of each Fund, provided that in either event the continuance must also be approved by a majority of the Independent Directors by vote cast in person at a meeting called for the purpose of voting on such approval. The Advisory Agreement terminates automatically in the event of its assignment, as defined in the 1940 Act and the rules thereunder.

The Adviser manages each Fund’s investments in accordance with the stated policies of the Funds, subject to the supervision of the Board. The Adviser provides such additional administrative services as the Company may require beyond those furnished by the Administrator and furnishes, at its own expense, such office space, facilities, equipment, clerical help, and other personnel and services as may reasonably be necessary in connection with the operations of the Company.

Pursuant to the terms of the Advisory Agreement, in consideration of the services provided by the Adviser, each Fund pays the Adviser a unitary management fee that is computed and paid monthly at an annual rate of a Fund’s average daily net assets during the month, as described in the table below. From the unitary management fee, the Adviser pays most of the expenses of each Fund, including transfer agency, custody, fund administration, legal, audit and other services. However, under the Advisory Agreement, the Adviser is not responsible for interest expenses, brokerage commissions and other trading expenses, acquired fund fees and expenses, taxes and other extraordinary costs such as litigation and other expenses not incurred in the ordinary course of business. The Adviser will not be liable for any error of judgment, mistake of law, or for any loss suffered by a Fund in connection with the performance of the Advisory Agreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Adviser in the performance of its duties, or from reckless disregard of its obligations and duties under the Advisory Agreement.

The Adviser receives an advisory fee from the Funds at an annual rate of each Fund’s average daily net assets as indicated in the following table.

Fund	Contractual Advisory Fee
F/m Accumulator Ultrashort U.S. Treasury Fund	[ ]
F/m Accumulator Intermediate U.S. Treasury Fund	[ ]
F/m Accumulator Long-Term U.S. Treasury Fund	[ ]
F/m Accumulator TIPS Fund	[ ]

PORTFOLIO MANAGERS

Peter Baden, Kevin Conrath, and Marcin Zdunek are the portfolio managers responsible for investment-related services provided to the Funds. The following table provides information regarding accounts managed by each portfolio manager as of December 31, 2025.

Portfolio Manager;	Total Accounts		Accounts With Performance-Based Fees
Other Accounts	Number	Assets	Number	Assets
Peter Baden
Registered Investment Companies	14	$ 8,193,998,115	0	$0
Other Pooled Investment Vehicles	0	$0	0	$0
Other Accounts	4,208	$ 1,788,742,408	0	$0
Alex Morris
Registered Investment Companies	11	8,161,530,549	0	0
Other Pooled Investment Vehicles	0	0	0	0
Other Accounts	0	0	0	0
Kevin Conrath
Registered Investment Companies	4	$84,032,034	0	$0
Other Pooled Investment Vehicles	0	$0	0	$0
Other Accounts	814	$4,715,913,789	0	$0
Marcin Zdunek
Registered Investment Companies	14	$8,206,282,709	0	$0
Other Pooled Investment Vehicles	0	$0	0	$0
Other Accounts	0	$0	0	$0

Portfolio Manager Compensation

The compensation structure for the portfolio managers is based upon a fixed salary as well as a discretionary bonus determined by the management of the Adviser. Salaries are determined by management and are based upon an individual’s position and overall value to the firm. Bonuses are also determined by management and are based upon an individual’s overall contribution to the success of the firm and the profitability of the firm. Salaries and bonuses are not based upon criteria such as performance of the Funds or the value of assets included in the Funds’ portfolio.

Material Conflicts of Interest

The portfolio managers’ management of other accounts may give rise to potential conflicts of interest in connection with their management of a Fund’s investments, on the one hand, and the investments of the other accounts, on the other. The other accounts may have the same investment objective as a Fund. Therefore, a potential conflict of interest may arise as a result of the identical investment objectives, whereby a portfolio manager could favor one account over another. Another potential conflict could include the portfolio managers’ knowledge about the size, timing and possible market impact of Fund trades, whereby a portfolio manager could use this information to the advantage of other accounts and to the disadvantage of a Fund. However, the Adviser has established policies and procedures to ensure that the purchase and sale of securities and other investments among all accounts it manages are fairly and equitably allocated. In accordance with the Adviser’s trade rotation policy, there will be cases where a Fund will trade after other accounts.

Ownership of Fund Shares by the Portfolio Managers

The portfolio managers did not own any shares of the Funds as no shares of the Funds were outstanding prior to the date of this SAI.

UNDERWRITER

The Company has entered into a distribution agreement (the “Distribution Agreement”) with Quasar Distributors, LLC (the “Distributor”), located at Three Canal Plaza, Suite 100, Portland, Maine 04101, pursuant to which the Distributor acts as each Fund’s principal underwriter and distributes shares. Shares are continuously offered for sale by the Distributor only in Creation Units. Each Creation Unit is made up of at least 10,000 shares. The Distributor will not distribute shares in amounts less than a Creation Unit.

Under the Distribution Agreement, the Distributor, as agent for the Company, will receive orders for the purchase and redemption of Creation Units, provided that any subscriptions and orders will not be binding on the Company until accepted by the Company. The Distributor will deliver prospectuses and, upon request, Statements of Additional Information to persons purchasing Creation Units and will maintain records of orders placed with it. The Distributor is a broker-dealer registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and a member of the Financial Industry Regulatory Authority.

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

The Distribution Agreement has an initial term of up to two years and will continue in effect only if such continuance is specifically approved at least annually by the Board of Directors or by vote of a majority of a Fund’s outstanding voting securities and, in either case, by a majority of the Independent Directors. The Distribution Agreement is terminable without penalty by the Company, on behalf of a Fund, on 60 days’ written notice when authorized either by a majority vote of a Fund’s shareholders or by vote of a majority of the Board of Directors, including a majority of the Independent Directors, or by the Distributor on 60 days’ written notice, and will automatically terminate in the event of its “assignment,” as defined in the 1940 Act.

PURCHASE AND REDEMPTION OF CREATION UNITS

Purchase and Issuance of Creation Units

The Company issues and sells shares of a Fund only: (i) in Creation Units on a continuous basis through the Distributor, without a sales load (but subject to transaction fees), at their NAV next determined after receipt of an order, on any Business Day, in proper form pursuant to the terms of the Authorized Participant Agreement (“Participant Agreement”); or

(ii) pursuant to the Dividend Reinvestment Service (defined below). The NAV of each Fund’s shares is calculated each Business Day as of the close of regular trading on the NYSE, generally 4:00 p.m., Eastern Time. A Fund will not issue fractional Creation Units. A Business Day is any day on which the NYSE is open for business.

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

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

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

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

The Company reserves the right to permit or require the substitution of an amount of cash (i.e., a “cash in lieu” amount) to replace any Deposit Security, which will be added to the Deposit Cash, if applicable, and the Cash Component, including, without limitation, in situations where the Deposit Security: (i) may not be available in sufficient quantity for delivery; (ii) may not be eligible for transfer through the systems of DTC for corporate securities and municipal securities; (iii) may not be eligible for trading by an Authorized Participant (as defined below) or the investor for which it is acting; (iv) would be restricted under the securities laws or where the delivery of the Deposit Security to the Authorized Participant would result in the disposition of the Deposit Security by the Authorized Participant becoming restricted under the securities laws; or (v) in certain other situations (collectively, “custom orders”).

CASH PURCHASE METHOD. The Company may at its discretion permit full or partial cash purchases of Creation Units of a Fund in instances permitted by the exemptive relief the Adviser is relying on in offering a Fund. When full or partial 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 thereof. In the case of a full or partial cash purchase, the Authorized Participant must pay the cash equivalent of the Deposit Securities it would otherwise be required to provide through an in-kind purchase, plus the same Cash Component required to be paid by an in-kind purchaser together with a Creation Transaction Fee and Non-Standard Charges, as may be applicable.

PROCEDURES FOR PURCHASE OF CREATION UNITS. To be eligible to place orders with the Distributor to purchase a Creation Unit of a Fund, an entity must be (i) a “Participating Party”, i.e., a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the NSCC (the “Clearing Process”), a clearing agency that is registered with the SEC; or (ii) a DTC Participant. In addition, each Participating Party or DTC Participant (each, an “Authorized Participant” or “AP”) must execute a Participant Agreement that has been agreed to by the Distributor, and that has been accepted by U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Transfer Agent” or “Fund Services”) and the Company, with respect to purchases and redemptions of Creation Units. Each AP will agree, pursuant to the terms of a Participant Agreement, on behalf of itself or any investor on whose behalf it will act, to certain conditions, including that it will pay to the Company an amount of cash sufficient to pay the Cash Component together with the Creation Transaction Fee (defined below) and any other applicable fees and taxes. The Adviser may retain all or a portion of the Transaction Fee to the extent the Adviser bears the expenses that otherwise would be borne by the Company in connection with the purchase of a Creation Unit, which the Transaction Fee is designed to cover.

All orders to purchase shares directly from a Fund must be placed for one or more Creation Units in the manner set forth and by the time(s) designated in the Participant Agreement (the “Cut-Off Time”). The date on which an order to purchase Creation Units (or an order to redeem Creation Units, as set forth below) is received and accepted is referred to as the “Order Placement Date.”

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

On days when the Exchange closes earlier than normal, a Fund may require orders to create Creation Units to be placed earlier in the day. In addition, if a market or markets on which a Fund’s investments are primarily traded is closed on any day, a Fund will not accept orders on such day. Orders must be transmitted by an AP by telephone or other transmission method acceptable to the Distributor pursuant to procedures set forth in the Participant Agreement and in accordance with the AP Handbook. With respect to each Fund, the Distributor will notify the Custodian of such order. The Custodian will then provide such information to the appropriate local sub-custodian(s). Those placing orders through an AP should allow sufficient time to permit proper submission of the purchase order to the Distributor by the Cut-Off Time on the Business Day on which the order is placed. Economic or market disruptions or changes, or telephone or other communication failure may impede the ability to reach the Distributor or an AP.

Fund Deposits must be delivered by an AP through the Federal Reserve System (for cash) or through DTC (for corporate securities), through a subcustody agent (for foreign securities) and/or through such other arrangements allowed by the Company or its agents. With respect to foreign Deposit Securities, the Custodian will cause the subcustodian of such Fund to maintain an account into which the AP will deliver, on behalf of itself or the party on whose behalf it is acting, such Deposit Securities (or Deposit Cash for all or a part of such securities, as permitted or required), with any appropriate adjustments as advised by the Company. Foreign Deposit Securities must be delivered to an account maintained at the applicable local subcustodian. The Fund Deposit transfer must be ordered by the AP in a timely fashion so as to ensure the delivery of the requisite number of Deposit Securities or Deposit Cash, as applicable, to the account of a Fund or its agents by no later than the Settlement Date. All questions as to the number of Deposit Securities or Deposit Cash to be delivered, as applicable, and the validity, form and eligibility (including time of receipt) for the deposit of any tendered securities or cash, as applicable, will be determined by the Company, whose determination will be final and binding. The amount of cash represented by the Cash Component must be transferred directly to the Custodian through the Federal Reserve Bank wire transfer system in a timely manner so as to be received by the Custodian no later than the Settlement Date. If the Cash Component and the Deposit Securities or Deposit Cash, as applicable, are not received in a timely manner by the Settlement Date, the creation order may be cancelled. Upon written notice to the Distributor, such canceled order may be resubmitted the following Business Day using the Fund Deposit as newly constituted to reflect the then current NAV of a Fund.

The order will be deemed to be received on the Business Day on which the order is placed, provided that the order is placed in proper form prior to the Cut-Off Time and the federal funds in the appropriate amount are deposited by 2:00 p.m., Eastern Time, with the Custodian on the Settlement Date. If the order is not placed in proper form as required, or federal funds in the appropriate amount are not received by 2:00 p.m., Eastern Time on the Settlement Date, then the order may be deemed to be rejected and the AP will be liable to the Fund for losses, if any, resulting therefrom. A creation request is considered to be in “proper form” if all procedures set forth in the Participant Agreement, AP Handbook and this SAI are properly followed.

ISSUANCE OF A CREATION UNIT. Except as provided herein, Creation Units will not be issued until the transfer of good title to the Company of the Deposit Securities or payment of Deposit Cash, as applicable, and the payment of the Cash Component has been completed. When the subcustodian has confirmed to the Custodian that the required Deposit Securities (or the cash value thereof) have been delivered to the account of the relevant subcustodian or subcustodians, the Distributor and the Adviser will be notified of such delivery, and the Company will issue and cause the delivery of the Creation Units. The delivery of Creation Units so created generally will occur no later than the third Business Day following the day on which the purchase order is deemed received by the Distributor. However, each Fund reserves the right to settle Creation Unit transactions on a basis other than the third Business Day following the day on which the purchase order is deemed received by the Distributor 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. The AP will be liable to a Fund for losses, if any, resulting from unsettled orders.

Creation Units may be purchased in advance of receipt by the Company of all or a portion of the applicable Deposit Securities as described below. In these circumstances, the initial deposit will have a value greater than the NAV of the shares on the date the order is placed in proper form since in addition to available Deposit Securities, cash must be deposited in an amount equal to the sum of (i) the Cash Component, plus (ii) an additional amount of cash equal to a percentage of the market value as set forth in the Participant Agreement, of the undelivered Deposit Securities (the “Additional Cash Deposit”), which will be maintained in a separate non-interest bearing collateral account. An additional amount of cash will be required to be deposited with the Company, pending delivery of the missing Deposit Securities to the extent necessary to maintain the Additional Cash Deposit with the Company in an amount at least equal to the applicable percentage, as set forth in the Participant Agreement, of the daily marked to market value of the missing Deposit Securities. The Participant Agreement will permit the Company to buy the missing Deposit Securities at any time. Aps will be liable to the Company for the costs incurred by the Company in connection with any such purchases. These costs will be deemed to include the amount by which the actual purchase price of the Deposit Securities exceeds the market value of such Deposit Securities on the day the purchase order was deemed received by the Distributor plus the brokerage and related transaction costs associated with such purchases. The Company will return any unused portion of the Additional Cash Deposit once all of the missing Deposit Securities have been properly received by the Custodian or purchased by the Company and deposited into the Company. In addition, a Transaction Fee as set forth below under “Creation Transaction Fee” will be charged in all cases, unless otherwise advised by a Fund, and Non- Standard Charges may also apply. The delivery of Creation Units so created generally will occur no later than the Settlement Date.

ACCEPTANCE OF ORDERS OF CREATION UNITS. The Company reserves the right to reject an order for Creation Units transmitted to it by the Distributor in respect of a Fund including, without limitation, if (a) the order is not in proper form; (b) the Deposit Securities or Deposit Cash, as applicable, delivered by the Participant are not as disseminated through the facilities of the NSCC for that date by the Custodian; (c) the investor(s), upon obtaining the shares ordered, would own 80% or more of the currently outstanding shares of a Fund; (d) the acceptance of the Fund Deposit would, in the opinion of counsel, be unlawful; or (e) the acceptance or receipt of the order for a Creation Unit would, in the opinion of counsel to the Company, be unlawful.

CREATION TRANSACTION FEE. A purchase (i.e., creation) transaction fee is imposed for the transfer and other transaction costs associated with the purchase of Creation Units, and investors will be required to pay a Creation Transaction Fee regardless of the number of Creation Units created in the transaction. A Fund may adjust the creation transaction fee from time to time based upon actual experience. In addition, a Fund may impose a Non-Standard Charge of up to 2% of the value of the creation transactions for cash creations, non-standard orders, or partial cash purchases for a Fund. A Fund may adjust the Non-Standard Charge from time to time based upon actual experience. Investors who use the services of an AP, broker or other such intermediary may be charged a fee for such services, which may include an amount for the Creation Transaction Fee and Non-Standard Charges. Investors are responsible for the costs of transferring the securities constituting the Deposit Securities to the account of the Company. The Adviser may retain all or a portion of the Transaction Fee to the extent the Adviser bears the expenses that otherwise would be borne by the Company in connection with the purchase of a Creation Unit, which the Transaction Fee is designed to cover. The standard Creation Transaction Fee for a Fund is $300.

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

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

Redemption of Creation Units

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

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

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

CASH REDEMPTION METHOD. Although the Company does not ordinarily permit full or partial cash redemptions of Creation Units of a Fund, when full or partial 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 thereof. In the case of full or partial cash redemptions, the AP will receive the cash equivalent of the Fund Securities it would otherwise receive through an in-kind redemption, plus the same Cash Amount to be paid to an in-kind redeemer. A Fund may incur costs such as brokerage costs or taxable gains or losses that a Fund might not have incurred if the redemption had been made in-kind. These costs may decrease a Fund’s NAV to the extent that the costs are not offset by a transaction fee payable by an AP. Shareholders may be subject to tax on gains they would not otherwise have been subject to and/or at an earlier date than if a Fund had effected redemptions wholly on an in-kind basis.

REDEMPTION TRANSACTION FEES. A redemption transaction fee may be imposed for the transfer and other transaction costs associated with the redemption of Creation Units, and APs will be required to pay a Redemption Transaction Fee regardless of the number of Creation Units created in the transaction. The redemption transaction fee is the same no matter how many Creation Units are being redeemed pursuant to any one redemption request. A Fund may adjust the redemption transaction fee from time to time based upon actual experience. In addition, a Fund may impose a Non-Standard Charge of up to 2% of the value of a redemption transaction for cash redemptions, non-standard orders, or partial cash redemptions for a Fund. Investors who use the services of an AP, broker or other such intermediary may be charged a fee for such services which may include an amount for the Redemption Transaction Fees and Non-Standard Charges. Investors are responsible for the costs of transferring the securities constituting the Fund Securities to the account of the Company. The Non-Standard Charges are payable to a Fund as it incurs costs in connection with the redemption of Creation Units, the receipt of Fund Securities and the Cash Redemption Amount and other transactions costs. The standard Redemption Transaction Fee for a Fund is $300.

PROCEDURES FOR REDEMPTION OF CREATION UNITS. Orders to redeem Creation Units must be submitted in proper form to the Transfer Agent prior to the time as set forth in the Participant Agreement. A redemption request is considered to be in “proper form” if (i) an AP has transferred or caused to be transferred to the Company’s Transfer Agent the Creation Unit(s) being redeemed through the book- entry system of DTC so as to be effective by the time as set forth in the Participant Agreement and (ii) a request in form satisfactory to the Company is received by the Transfer Agent from the AP on behalf of itself or another redeeming investor within the time periods specified in the Participant Agreement. If the Transfer Agent does not receive the investor’s shares through DTC’s facilities by the times and pursuant to the other terms and conditions set forth in the Participant Agreement, the redemption request will be rejected.

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

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

ADDITIONAL REDEMPTION PROCEDURES. In connection with taking delivery of shares of Fund Securities upon redemption of Creation Units, the AP must maintain appropriate custody arrangements with a qualified broker-dealer, bank or other custody providers in each jurisdiction in which any of the Fund Securities are customarily traded, to which account such Fund Securities will be delivered. Deliveries of redemption proceeds generally will be made within three Business Days of the trade date. However, due to the schedule of holidays in certain countries, the different treatment among foreign and U.S. markets of dividend record dates and dividend ex-dates (that is the last date the holder of a security can sell the security and still receive dividends payable on the security sold), and in certain other circumstances, the delivery of in-kind redemption proceeds may take longer than three Business Days after the day on which the redemption request is received in proper form. If neither the redeeming Shareholder nor the AP acting on behalf of such redeeming Shareholder has appropriate arrangements to take delivery of the Fund Securities in the applicable foreign jurisdiction and it is not possible to make other such arrangements, or if it is not possible to effect deliveries of the Fund Securities in such jurisdiction, the Company may, in its discretion, exercise its option to redeem such shares in cash, and the redeeming shareholder will be required to receive its redemption proceeds in cash.

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

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

Because the portfolio securities of a Fund may trade on the relevant exchange(s) on days that the Exchange is closed or are otherwise not Business Days for such Fund, shareholders may not be able to redeem their shares of a Fund, or to purchase or sell shares of such Fund on the Exchange, on days when the NAV of such Fund could be significantly affecting by events in the relevant foreign markets.

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

PORTFOLIO HOLDINGS INFORMATION

The Company has adopted, on behalf of each Fund, a policy relating to the selective disclosure of a Fund’s portfolio holdings by the Adviser, Board, officers, or third-party service providers, in accordance with regulations that seek to ensure that disclosure of information about portfolio holdings is in the best interest of a Fund’s shareholders. The policies relating to the disclosure of a Fund’s portfolio holdings are designed to allow disclosure of portfolio holdings information where necessary to a Fund’s operation without compromising the integrity or performance of a Fund. It is the policy of the Company that disclosure of a Fund’s portfolio holdings to a select person or persons prior to the release of such holdings to the public (“selective disclosure”) is prohibited, unless there are legitimate business purposes for selective disclosure.

The Company discloses portfolio holdings information as required in regulatory filings and shareholder reports, discloses portfolio holdings information as required by federal and state securities laws and may disclose portfolio holdings information in response to requests by governmental authorities. As required by the federal securities laws, including the 1940 Act, the Company will disclose a Fund’s portfolio holdings in applicable regulatory filings, including shareholder reports, reports on Form N-CSR, Form N-CEN, and Form N-PORT, or such other filings, reports or disclosure documents as the applicable regulatory authorities may require.

A Fund’s entire portfolio holdings will be publicly disseminated each business day and may be available through financial reporting and news services including publicly available internet websites.

The Company may distribute or authorize the distribution of information about a Fund’s portfolio holdings that is not publicly available to its third-party service providers, which include U.S. Bank, N.A., the custodian; Fund Services, the administrator, accounting agent and transfer agent; [ ], the Funds’ independent registered public accounting firm; Faegre Drinker Biddle & Reath LLP, legal counsel; FilePoint, the financial printer; the Funds’ proxy voting service(s); and the Company’s liquidity classification agent. These service providers are required to keep such information confidential, and are prohibited from trading based on the information or otherwise using the information except as necessary in providing services to a Fund. Such holdings are released on conditions of confidentiality, which include appropriate trading prohibitions. “Conditions of confidentiality” include confidentiality terms included in written agreements, implied by the nature of the relationship (e.g. attorney-client relationship), or required by fiduciary or regulatory principles (e.g., custody services provided by financial institutions). Portfolio holdings may also be provided earlier to shareholders and their agents who receive redemptions in-kind that reflect a pro rata allocation of all securities held in a Fund’s portfolio.

Portfolio holdings may also be disclosed, upon authorization by a designated officer of the Adviser, to (i) certain independent reporting agencies recognized by the SEC as acceptable agencies for the reporting of industry statistical information and, (ii) financial consultants to assist them in determining the suitability of a Fund as an investment for their clients, in each case in accordance with the anti-fraud provisions of the federal securities laws and the Company’s and Adviser’s fiduciary duties to Fund shareholders. Disclosures to financial consultants are also subject to a confidentiality agreement and/or trading restrictions. The foregoing disclosures are made pursuant to the Company’s policy on selective disclosure of portfolio holdings. The Board or a committee thereof may, in limited circumstances, permit other selective disclosure of portfolio holdings subject to a confidentiality agreement and/or trading restrictions.

The Adviser reserves the right to refuse to fulfill any request for portfolio holdings information from a shareholder or non-shareholder if it believes that providing such information will be contrary to the best interests of a Fund.

The Board provides ongoing oversight of the Company’s policies and procedures and compliance with such policies and procedures. As part of this oversight function, the Board receives from the CCO as necessary, reports on compliance with these policies and procedures. In addition, the Board receives an annual assessment of the adequacy and effectiveness of the policies and procedures with respect to a Fund, and any changes thereto, and an annual review of the operation of the policies and procedures. Any violation of the policy set forth above as well as any corrective action undertaken to address such violation must be reported by the Adviser, director, officer or third-party service provider to the Company’s CCO, who will determine whether the violation should be reported immediately to the Board or at its next quarterly Board meeting.

DETERMINATION OF NET ASSET VALUE

The following information supplements and should be read in conjunction with the sections in the Funds’ Prospectus titled “HOW TO BUY AND SELL SHARES.”

NAV is determined as of the close of regular trading on the NYSE (generally 4:00 p.m. Eastern Time) each day the NYSE is open, except that no computation need be made on a day on which no orders to purchase or redeem shares have been received. The NYSE currently observes the following holidays: New Year’s Day, Martin Luther King Jr. Day (third Monday in January), Presidents Day (third Monday in February), Good Friday (Friday before Easter), Memorial Day (last Monday in May), Juneteenth National Independence Day, Independence Day, Labor Day (first Monday in September), Thanksgiving Day (fourth Thursday in November), and Christmas Day.

NAV per share is computed by dividing the value of a Fund’s net assets (i.e., the value of its assets less its liabilities) by the total number of that Fund’s shares outstanding. In computing NAV, securities are valued at market value as of the applicable NAV determination time. The Board has adopted a pricing and valuation policy for use by each Fund and its Valuation Designee (defined below) in calculating the Funds’ NAV. Pursuant to Rule 2a-5 under the 1940 Act, each Fund has designated the Adviser as its “Valuation Designee” to perform all of the fair value determinations as well as to perform all of the responsibilities that may be performed by the Valuation Designee in accordance with Rule 2a-5. The Valuation Designee is authorized to make all necessary determinations of the fair values of portfolio securities and other assets for which market quotations are not readily available or if it is deemed that the prices obtained from brokers and dealers or independent pricing services are unreliable.

Securities, other than stock options, listed on the NYSE or other exchanges are valued on the basis of the last reported sale price on the exchange on which they are primarily traded. However, if the last sale price on the NYSE is different from the last sale price on any other exchange, the NYSE price will be used. If there are no sales on that day, then the securities are valued at the bid price on the NYSE or other primary exchange for that day. Securities traded in the over-the-counter (“OTC”) market are valued on the basis of the last sales price as reported by the National Association of Securities Dealers Automated Quotations (“NASDAQ”). If there are no sales on that day, then the securities are valued at the mean between the closing bid and asked prices as reported by NASDAQ. Stock options and stock index options traded on national securities exchanges or on NASDAQ are valued at the mean between the latest bid and asked prices for such options.

Debt securities that mature in less than 60 days are valued at amortized cost (unless the Valuation Designee determines that this method does not represent fair value), if their original maturity was 60 days or less or by amortizing the value as of the 61^st day before maturity, if their original term to maturity exceeded 60 days. A pricing service may be used to determine the fair value of securities held by a Fund. Any such service might value the investments based on methods that include consideration of yields or prices of securities of comparable quality, coupon, maturity, and type; indications as to values from dealers; and general market conditions. The service may also employ electronic data-processing techniques, a matrix system, or both to determine valuation. The Board will review and monitor the methods such services use to assure itself that securities are valued at their fair values.

The values of securities held by the Funds and other assets used in computing NAV are determined as of the time at which trading in such securities is completed each day. That time, in the case of foreign securities, generally occurs at various times before the close of the NYSE. Trading in securities listed on foreign securities exchanges will be valued at the last sale or, if no sales are reported, at the bid price as of the close of the exchange, subject to possible adjustment as described in the Prospectus. Foreign currency exchange rates are also generally determined before the close of the NYSE. On occasion, the values of such securities and exchange rates may be affected by events occurring between the time as of which determinations of such values or exchange rates are made and the close of the NYSE. When such events materially affect the value of securities held by a Fund or its liabilities, such securities and liabilities will be valued at fair value by the Adviser, as the Funds’ Valuation Designee, in accordance with procedures adopted in good faith by the Board. The values of any assets and liabilities initially expressed in foreign currencies will be converted to U.S. dollars based on exchange rates supplied by a quotation service.

DIVIDENDS, DISTRIBUTIONS, AND TAXES

The following information supplements and should be read in conjunction with the section in the Funds’ Prospectus titled “DIVIDENDS, DISTRIBUTIONS, AND TAXES.” In addition, the following is only a summary of certain U.S. federal income tax considerations that generally affect each Fund and its shareholders. No attempt is made to present a comprehensive explanation of the tax treatment of a Fund or its shareholders, and the discussion here and in the Prospectus is not intended as a substitute for careful tax planning. Shareholders are urged to consult their tax advisors with specific reference to their own tax situations, including their state, local, and foreign tax liabilities.

It is the policy of the Company each fiscal year to distribute substantially all of a Fund’s net investment income (i.e., generally, the income that it earns from dividends and interest on its investments, and any short-term capital gains, net of Fund expenses) and net capital gains (i.e., the excess of a Fund’s net long-term capital gains over its net short-term capital losses), if any, to its shareholders.

Dividend Reinvestment Service

The Funds will not make the DTC book-entry dividend reinvestment service available for use by beneficial owners for reinvestment of their cash proceeds, but certain individual broker-dealers may make available the DTC book-entry Dividend Reinvestment Service for use by beneficial owners of a Fund through DTC Participants for reinvestment of their dividend distributions. Investors should contact their brokers to ascertain the availability and description of these services. Beneficial owners should be aware that each broker may require investors to adhere to specific procedures and timetables in order to participate in the dividend reinvestment service and investors should ascertain from their brokers such necessary details. If this service is available and used, dividend distributions of both income and realized gains will be automatically reinvested in additional whole shares issued by a Fund at NAV. Distributions reinvested in additional shares of a Fund will nevertheless be taxable to beneficial owners acquiring such additional shares to the same extent as if such distributions had been received in cash.

Taxes – General

The discussions of the federal tax consequences in the Prospectus and this SAI are based on the Code and the regulations issued under it, and court decisions and administrative interpretations, as in effect on the date of the Prospectus and this SAI, respectively. Future legislative or administrative changes or court decisions may significantly alter the statements included herein, and any such changes or decisions may be retroactive. Each Fund intends to elect to be, and intends to qualify each year for treatment as, a RIC under Subchapter M of Subtitle A, Chapter 1, of the Code. As such, each Fund generally will be exempt from federal income tax on its net investment income and realized capital gains that it distributes to shareholders. To qualify for treatment as a RIC, each Fund must meet three important tests each year.

First, each Fund must derive with respect to each taxable year at least 90% of its gross income from dividends, interest, certain payments with respect to securities loans, gains from the sale or other disposition of stock or securities or foreign currencies, other income derived with respect to its business of investing in such stock, securities, or currencies, or net income derived from interests in qualified publicly traded partnerships.

Second, generally, at the close of each quarter of its taxable year, at least 50% of the value of each Fund’s assets must consist of cash and cash items, U.S. government securities, securities of other RICs, and securities of other issuers (as to which such Fund has not invested more than 5% of the value of its total assets in securities of such issuer and as to which such Fund does not hold more than 10% of the outstanding voting securities of such issuer), and no more than 25% of the value of such Fund’s total assets may be invested in the securities (other than U.S. government securities and securities of other RICs) of (1) any one issuer, (2) two or more issuers that such Fund controls and that are engaged in the same or similar trades or businesses, or (3) one or more qualified publicly traded partnerships.

Third, each Fund must distribute an amount equal to at least the sum of 90% of its investment company taxable income (net investment income and the excess of net short-term capital gain over net long-term capital loss) before taking into account any deduction for dividends paid, and 90% of its tax-exempt income, if any, for the year.

Each Fund intends to comply with these requirements. If a Fund were to fail to make sufficient distributions, it could be liable for corporate income tax (which may include interest or penalties) and for excise tax (as discussed below) in respect of the shortfall or, if the shortfall is large enough and such Fund does not satisfy the 90% distribution requirement described above, such Fund could be disqualified as a RIC. If for any taxable year a Fund were not to qualify as a RIC, all its taxable income would be subject to tax at regular corporate rates without any deduction for distributions to shareholders. In that event, taxable shareholders would recognize dividend income on distributions (including distributions of capital gains) to the extent of a Fund’s current and accumulated earnings and profits, and corporate shareholders could be eligible for the dividends-received deduction.

The Code imposes a nondeductible 4% excise tax on RICs that fail to distribute each year an amount equal to specified percentages of their ordinary taxable income and capital gain net income (excess of capital gains over capital losses). Each Fund intends to make sufficient distributions or deemed distributions each year to avoid liability for this excise tax.

Each Fund’s hedging and derivatives transactions are subject to special and complex U.S. federal income tax provisions that may, among other things, (i) disallow, suspend or otherwise limit the allowance of certain losses or deductions, (ii) convert lower-taxed long-term capital gain into higher-taxed short-term capital gain or ordinary income, (iii) convert an ordinary loss or a deduction into a capital loss (the deductibility of which is more limited), (iv) cause a Fund to recognize income or gain without a corresponding receipt of cash, (v) adversely affect the time as to when a purchase or sale of stock or securities is deemed to occur, (vi) adversely alter the intended characterization of certain complex financial transactions and (vii) produce income that will not be treated as qualifying income for purposes of the 90% gross income test described above. These rules could therefore affect the character, amount and timing of distributions to shareholders and a Fund’s status as a RIC. Each Fund will monitor its transactions and may make certain tax elections in order to mitigate the effect of these provisions.

Each Fund’s investment in non-U.S. securities may be subject to non-U.S. withholding taxes. In that case, such Fund’s yield on those securities would be decreased. Shareholders will generally not be entitled to claim a credit or deduction with respect to any non-U.S. taxes paid by a Fund.

Loss Carryforwards

For federal income tax purposes, each Fund is generally permitted to carry forward a net capital loss in any year to offset its own capital gains, if any, during subsequent years.

State and Local Taxes

Although each Fund expects to qualify as a RIC and to be relieved of all or substantially all federal income taxes, depending upon the extent of its activities in states and localities in which its offices are maintained, in which its agents or independent contractors are located or in which it is otherwise deemed to be conducting business, a Fund may be subject to the tax laws of such states or localities.

PORTFOLIO TRANSACTIONS AND BROKERAGE

Subject to the general supervision of the Board, the Adviser is responsible for decisions to buy and sell securities for the Funds, the selection of brokers and dealers to effect the transactions, and the negotiation of brokerage commissions, if any. Purchases and sales of securities on a stock exchange are effected through brokers who charge a commission for their services. In the OTC market, securities are generally traded on a “net” basis, with dealers acting as principal for their own accounts without a stated commission, although the price of the security usually includes a profit to the dealer. In underwritten offerings, securities are purchased at a fixed price, which includes an amount of compensation to the underwriter, generally referred to as the underwriter’s concession or discount. Certain money market instruments may be purchased directly from an issuer, in which case no commission or discounts are paid.

The Adviser may serve as an investment adviser to other clients, including private investment companies, and the Adviser may in the future act as an investment adviser to other registered investment companies. It is the practice of the Adviser to cause purchase and sale transactions to be allocated among the Funds and others whose assets are managed by the Adviser in such manner as it deems equitable. In making such allocations, the main factors considered are the respective investment objectives, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment, the size of investment commitments generally held, and the opinions of the persons responsible for managing the Funds and the other client accounts. This procedure may, under certain circumstances, have an adverse effect on the Funds.

The policy of the Funds regarding purchases and sales of securities is that primary consideration will be given to obtaining the most favorable prices and efficient executions of transactions. Consistent with this policy, when securities transactions are effected on a stock exchange, the Funds’ policy is to pay commissions that are considered fair and reasonable without necessarily determining that the lowest possible commissions are paid in all circumstances. The Adviser believes that a requirement always to seek the lowest commission cost could impede effective management and preclude the Adviser from obtaining high-quality brokerage and research services. In seeking to determine the reasonableness of brokerage commissions paid in any transaction, the Adviser relies on its experience and knowledge regarding commissions generally charged by various brokers and on its judgment in evaluating the brokerage and research services received from the broker effecting the transaction.

In seeking to implement the Funds’ policies, the Adviser, through a brokerage or an outsourced trading desk, conducts trades on behalf of the Funds and effects transactions with brokers and dealers that it believes provide the most favorable prices and are capable of providing efficient executions. The Adviser may place portfolio transactions with a broker or dealer that furnishes research and other services to the Adviser and may pay higher commissions to brokers in recognition of research provided (or direct the payment of commissions to such brokers). Such services may include, but are not limited to, any one or more of the following: (1) information as to the availability of securities for purchase or sale, (2) statistical or factual information or opinions pertaining to investments, (3) wire services, (4) and appraisals or evaluations of portfolio securities. The information and services received by the Adviser from brokers and dealers may be of benefit in the management of accounts of other clients and may not in all cases benefit the Company directly. While such services are useful and important in supplementing its own research and facilities, the Adviser believes the value of such services is not determinable and does not significantly reduce its expenses.

No brokerage transaction information is provided because the Funds had not commenced operations prior to the date of this SAI.

SECURITIES LENDING

Securities Finance Trust Company (otherwise known as and referred to herein as “eSecLending”) serves as securities lending agent for the Funds and in that role administers the Funds’ securities lending program pursuant to the terms of a Securities Lending Agency Agreement entered into between the Funds and eSecLending.

As securities lending agent, eSecLending is responsible for marketing to approved borrowers available securities from the Funds’ portfolio. eSecLending is responsible for the administration and management of the Funds’ securities lending program, including the preparation and execution of a participant agreement with each borrower governing the terms and conditions of any securities loan, ensuring that securities loans are properly coordinated and documented with the Funds’ custodian, ensuring that loaned securities are daily valued and that the corresponding required cash collateral of at least 102% of the current market value of the loaned securities is delivered by the borrower(s), using best efforts to obtain additional collateral on the next business day if the value of the collateral falls below the required amount, and arranging for the investment of cash collateral received from borrowers in accordance with the Funds’ investment guidelines.

eSecLending receives as compensation for its services a portion of the amount earned by the Funds for lending securities.

PROXY VOTING PROCEDURES

The Board has delegated the responsibility of voting proxies with respect to the portfolio securities purchased and/or held by the Funds (“portfolio proxies”) to the Adviser, subject to the Board’s continuing oversight.

Policies of the Adviser

The Adviser’s proxy voting policy establishes minimum standards for the exercise of proxy voting authority by the Adviser. The Adviser’s proxy voting policies and procedures are set forth in Appendix B.

Each Fund may invest its assets in debt securities, which generally do not issue proxies. However, a Fund may also invest in other types of securities that may issue proxies.

More Information

The Company is required to disclose annually the Funds’ complete proxy voting record on Form N-PX. Once available, the Funds’ proxy voting record for the most recent 12-month period ended June 30th will be available upon request by calling 1-800-617-0004. Once available, the Funds’ Form N-PX will also be available on the SEC’s website at www.sec.gov.

PAYMENTS TO FINANCIAL INTERMEDIARIES

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

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

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

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

ADDITIONAL INFORMATION CONCERNING COMPANY SHARES

The Company has authorized capital of 100 billion shares of common stock at a par value of $0.001 per share. Currently, 99.223 billion shares have been classified into 299 classes. However, the Company only has approximately 89 active share classes that have begun investment operations. Under the Company’s Charter, the Board has the power to classify and reclassify any unissued shares of common stock from time to time.

Each share that represents an interest in each Fund has an equal proportionate interest in the assets belonging to that Fund with each other share that represents an interest in that Fund, even where a share has a different class designation than another share representing an interest in that Fund. Shares of the Company do not have preemptive or conversion rights. When issued for payment as described in the Prospectus, shares of the Company will be fully paid and non-assessable.

The Company does not currently intend to hold annual meetings of shareholders except as required by the 1940 Act or other applicable law. The Company’s amended By-Laws provide that shareholders owning at least ten percent of the outstanding shares of all classes of Common Stock of the Company have the right to call for a meeting of shareholders to consider the removal of one or more directors. To the extent required by law, the Company will assist in shareholder communication in such matters.

Holders of shares of each class of the Company will vote in the aggregate on all matters, except where otherwise required by law. Further, shareholders of the Company will vote in the aggregate and not by portfolio except as otherwise required by law or when the Board determines that the matter to be voted upon affects only the interests of the shareholders of a particular portfolio or class of shares. Rule 18f-2 under the 1940 Act provides that any matter required to be submitted by the provisions of such Act or applicable state law, or otherwise, to the holders of the outstanding voting securities of an investment company such as the Company shall not be deemed to have been effectively acted upon unless approved by the holders of a majority of the outstanding voting securities of each portfolio affected by the matter.

Rule 18f-2 further provides that a portfolio shall be deemed to be affected by a matter unless it is clear that the interests of each portfolio in the matter are identical or that the matter does not affect any interest of the portfolio. Under Rule 18f-2 the approval of an investment advisory agreement or distribution agreement or any change in a fundamental investment objective or fundamental investment policy would be effectively acted upon with respect to a portfolio only if approved by the holders of a majority of the outstanding voting securities of such portfolio. However, Rule 18f-2 also provides that the ratification of the selection of independent public accountants and the election of directors are not subject to the separate voting requirements and may be effectively acted upon by shareholders of an investment company voting without regard to a portfolio. Shareholders of the Company are entitled to one vote for each full share held (irrespective of class or portfolio) and fractional votes for fractional shares held. Voting rights are not cumulative and, accordingly, the holders of more than 50% of the aggregate shares of common stock of the Company may elect all of the Directors.

Notwithstanding any provision of Maryland law requiring a greater vote of shares of the Company’s common stock (or of any class voting as a class) in connection with any corporate action, unless otherwise provided by law (for example by Rule 18f-2 discussed above), or by the Company’s Articles of Incorporation and By-Laws, the Company may take or authorize such action upon the favorable vote of the holders of more than 50% of all of the outstanding shares of Common Stock voting without regard to class (or portfolio).

GENERAL INFORMATION

Anti-Money Laundering Program

The Funds have 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 Funds’ 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.

Procedures to implement the Program include, but are not limited to, determining that certain of its service providers have established proper anti-money laundering procedures, reporting suspicious and/or fraudulent activity, and conducting a complete and thorough review of all new account applications. The Fund will not transact business with any person or legal entity and beneficial owner, if applicable, whose identity cannot be adequately verified under the provisions of the USA PATRIOT Act.

Independent Registered Public Accounting Firm

[ ]., located at [ ], is the independent registered public accounting firm of the Funds. The independent registered public accounting firm is responsible for conducting the annual audit of the Funds’ financial statements. The selection of the independent registered public accounting firm is approved annually by the Board.

Transfer Agent

Fund Services, 615 East Michigan Street, Milwaukee, Wisconsin 53202, serves as the Funds’ transfer agent and dividend disbursing agent.

Custodian

U.S. Bank, N.A, 1555 North Rivercenter Drive, Suite 302, Milwaukee, WI 53212, serves as custodian (the “Custodian”) of the Funds’ assets and is responsible for maintaining custody of the Funds’ cash and investments and retaining sub-custodians, including in connection with the custody of foreign securities. Cash held by the Custodian, the amount of which may at times be substantial, is insured by the Federal Deposit Insurance Corporation up to the amount of available insurance coverage limits. The Custodian and Fund Services are affiliates.

Administrator

Fund Services, 615 East Michigan Street, Milwaukee, WI 53202, serves as the administrator (the “Administrator”) and provides various administrative and accounting services necessary for the operations of the Funds. Services provided by the Administrator include facilitating general Fund management; monitoring Fund compliance with federal and state regulations; supervising the maintenance of the Funds’ general ledger, the preparation of the Funds’ financial statements, the determination of NAV, and the payment of dividends and other distributions to shareholders; and preparing specified financial, tax, and other reports. The Custodian and the Administrator are affiliates.

No administration fee information is provided because the Funds had not commenced operations prior to the date of this SAI.

Legal Counsel

Faegre Drinker Biddle & Reath LLP, One Logan Square, Suite 2000, Philadelphia, Pennsylvania 19103-6996, serves as counsel to the Company.

Registration Statement

This SAI and the Prospectus do not contain all of the information set forth in the Registration Statement the Company has filed with the SEC. The complete Registration Statement may be obtained from the SEC upon payment of the fee prescribed by SEC rules and regulations. A text-only version of the Registration Statement is available on the SEC’s website, www.sec.gov.

FINANCIAL STATEMENTS

As the Funds had not commenced operations prior to the date of this SAI, there are no annual financial statements available at this time. Shareholders of the Funds will be informed of the Funds’ progress through periodic reports when those reports become available. Financial statements certified by the independent registered public accounting firm will be submitted to shareholders at least annually.

APPENDIX A

DESCRIPTION OF SECURITIES RATINGS

Short-Term Credit Ratings

An S&P Global Ratings short-term issue credit rating is generally assigned to those obligations considered short-term in the relevant market. The following summarizes the rating categories used by S&P Global Ratings for short-term issues:

“A-1” – A short-term obligation rated “A-1” is rated in the highest category by S&P Global Ratings. The obligor’s capacity to meet its financial commitments on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor’s capacity to meet its financial commitment on these obligations is extremely strong.

“A-2” – A short-term obligation rated “A-2” is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial commitments on the obligation is satisfactory.

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

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

“C” – A short-term obligation rated “C” is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitments on the obligation.

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

Local Currency and Foreign Currency Ratings – S&P Global Ratings’ issuer credit ratings make a distinction between foreign currency ratings and local currency ratings. A foreign currency rating on an issuer can differ from the local currency rating on it when the obligor has a different capacity to meet its obligations denominated in its local currency, versus obligations denominated in a foreign currency.

“NR” – This indicates that a rating has not been assigned or is no longer assigned.

Moody’s Investors Service (“Moody’s”) short-term ratings are forward-looking opinions of the relative credit risks of financial obligations with an original maturity of thirteen months or less and reflect both on the likelihood of a default or impairment on contractual financial obligations and the expected financial loss suffered in the event of default or impairment.

Moody’s employs the following designations to indicate the relative repayment ability of rated issuers:

“P-1” – Issuers (or supporting institutions) rated Prime-1 reflect a superior ability to repay short-term obligations.

“P-2” – Issuers (or supporting institutions) rated Prime-2 reflect a strong ability to repay short-term obligations.

“P-3” – Issuers (or supporting institutions) rated Prime-3 reflect an acceptable ability to repay short-term obligations.

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

“NR” – Is assigned to an unrated issuer, obligation and/or program.

Fitch, Inc. / Fitch Ratings Ltd. (“Fitch”) short-term issuer or obligation rating is based in all cases on the short-term vulnerability to default of the rated entity and relates to the capacity to meet financial obligations in accordance with the documentation governing the relevant obligation. Short-term deposit ratings may be adjusted for loss severity. Short-term ratings are assigned to obligations whose initial maturity is viewed as “short-term” based on market convention.¹ Typically, this means up to 13 months for corporate, sovereign, and structured obligations and up to 36 months for obligations in U.S. public finance markets. The following summarizes the rating categories used by Fitch for short-term obligations:

“F1” – Securities possess the highest short-term credit quality. This designation indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added “+” to denote any exceptionally strong credit feature.

“F2” – Securities possess good short-term credit quality. This designation indicates good intrinsic capacity for timely payment of financial commitments.

“F3” – Securities possess fair short-term credit quality. This designation indicates that the intrinsic capacity for timely payment of financial commitments is adequate.

“B” – Securities possess speculative short-term credit quality. This designation indicates minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions.

“C” – Securities possess high short-term default risk. Default is a real possibility.

“RD” – Restricted default. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Typically applicable to entity ratings only.

“D” – Default. Indicates a broad-based default event for an entity, or the default of a short-term obligation.

“NR” – Is assigned to an issue of a rated issuer that are not and have not been rated.

A long-term rating can also be used to rate an issue with short maturity.

The DBRS Morningstar^®Ratings Limited (“DBRS Morningstar”) short-term obligation ratings provide DBRS Morningstar’s opinion on the risk that an issuer will not meet its short-term financial obligations in a timely manner. The obligations rated in this category typically have a term of shorter than one year. The R-1 and R-2 rating categories are further denoted by the subcategories “(high)”, “(middle)”, and “(low)”.

The following summarizes the ratings used by DBRS Morningstar for commercial paper and short-term debt:

“R-1 (high)” - Short-term debt rated “R-1 (high)” is of the highest credit quality. The capacity for the payment of short-term financial obligations as they fall due is exceptionally high. Unlikely to be adversely affected by future events.

“R-1 (middle)” – Short-term debt rated “R-1 (middle)” is of superior credit quality. The capacity for the payment of short-term financial obligations as they fall due is very high. Differs from “R-1 (high)” by a relatively modest degree. Unlikely to be significantly vulnerable to future events.

“R-1 (low)” – Short-term debt rated “R-1 (low)” is of good credit quality. The capacity for the payment of short-term financial obligations as they fall due is substantial. Overall strength is not as favorable as higher rating categories. May be vulnerable to future events, but qualifying negative factors are considered manageable.

“R-2 (high)” – Short-term debt rated “R-2 (high)” is considered to be at the upper end of adequate credit quality. The capacity for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future events.

“R-2 (middle)” – Short-term debt rated “R-2 (middle)” is considered to be of adequate credit quality. The capacity for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future events or may be exposed to other factors that could reduce credit quality.

“R-2 (low)” – Short-term debt rated “R-2 (low)” is considered to be at the lower end of adequate credit quality. The capacity for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future events. A number of challenges are present that could affect the issuer’s ability to meet such obligations.

“R-3” – Short-term debt rated “R-3” is considered to be at the lowest end of adequate credit quality. There is a capacity for the payment of short-term financial obligations as they fall due. May be vulnerable to future events and the certainty of meeting such obligations could be impacted by a variety of developments.

“R-4” – Short-term debt rated “R-4” is considered to be of speculative credit quality. The capacity for the payment of short-term financial obligations as they fall due is uncertain.

“R-5” – Short-term debt rated “R-5” is considered to be of highly speculative credit quality. There is a high level of uncertainty as to the capacity to meet short-term financial obligations as they fall due.

“D” – A downgrade to “D” may occur when the issuer has filed under any applicable bankruptcy, insolvency or winding-up statute or there is a failure to satisfy an obligation after the exhaustion of grace periods. DBRS Morningstar may also use “SD” (Selective Default) in cases where only some securities are impacted, such as the case of a “distressed exchange”.

Long-Term Issue Credit Ratings

The following summarizes the ratings used by S&P Global Ratings for long-term issues:

“AAA” – An obligation rated “AAA” has the highest rating assigned by S&P Global Ratings. The obligor’s capacity to meet its financial commitments on the obligation is extremely strong.

“AA” – An obligation rated “AA” differs from the highest-rated obligations only to a small degree. The obligor’s capacity to meet its financial commitments on the obligation is very strong.

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

“BBB” – An obligation rated “BBB” exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken the obligor’s capacity to meet its financial commitments on the obligation.

“BB,” “B,” “CCC,” “CC” and “C” – Obligations rated “BB,” “B,” “CCC,” “CC” and “C” are regarded as having significant speculative characteristics. “BB” indicates the least degree of speculation and “C” the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposure to adverse conditions.

“BB” – An obligation rated “BB” is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions that could lead to the obligor’s inadequate capacity to meet its financial commitments on the obligation.

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

“CCC” – An obligation rated “CCC” is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitments on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitments on the obligation.

“CC” – An obligation rated “CC” is currently highly vulnerable to nonpayment. The “CC” rating is used when a default has not yet occurred but S&P Global Ratings expects default to be a virtual certainty, regardless of the anticipated time to default.

“C” – An obligation rated “C” is currently highly vulnerable to nonpayment, and the obligation is expected to have lower relative seniority or lower ultimate recovery compared with obligations that are rated higher.

“D” – An obligation rated “D” is in default or in breach of an imputed promise. For non-hybrid capital instruments, the “D” rating category is used when payments on an obligation are not made on the date due, unless S&P Global Ratings believes that such payments will be made within the next five business days in the absence of a stated grace period or within the earlier of the stated grace period or the next 30 calendar days. The “D” rating also will be used upon the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. A rating on an obligation is lowered to “D” if it is subject to a distressed debt restructuring.

Plus (+) or minus (-) – Ratings from “AA” to “CCC” may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the rating categories.

“NR” – This indicates that a rating has not been assigned, or is no longer assigned.

Local Currency and Foreign Currency Ratings - S&P Global Ratings’ issuer credit ratings make a distinction between foreign currency ratings and local currency ratings. A foreign currency rating on an issuer can differ from the local currency rating on it when the obligor has a different capacity to meet its obligations denominated in its local currency, versus obligations denominated in a foreign currency.

Moody’s long-term ratings are forward-looking opinions of the relative credit risks of financial obligations with an original maturity of eleven months or more. Such ratings reflect both on the likelihood of default or impairment on contractual financial obligations and the expected financial loss suffered in the event of default or impairment. The following summarizes the ratings used by Moody’s for long-term debt:

“Aaa” – Obligations rated “Aaa” are judged to be of the highest quality, subject to the lowest level of credit risk.

“Aa” – Obligations rated “Aa” are judged to be of high quality and are subject to very low credit risk.

“A” – Obligations rated “A” are judged to be upper-medium grade and are subject to low credit risk.

“Baa” – Obligations rated “Baa” are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics.

“Ba” – Obligations rated “Ba” are judged to be speculative and are subject to substantial credit risk.

“B” – Obligations rated “B” are considered speculative and are subject to high credit risk.

“Caa” – Obligations rated “Caa” are judged to be speculative of poor standing and are subject to very high credit risk.

“Ca” – Obligations rated “Ca” are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.

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

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

“NR” – Is assigned to unrated obligations, obligation and/or program.

The following summarizes long-term ratings used by Fitch:

“AAA” – Securities considered to be of the highest credit quality. “AAA” ratings denote the lowest expectation of credit risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.

“AA” – Securities considered to be of very high credit quality. “AA” ratings denote expectations of very low credit risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.

“A” – Securities considered to be of high credit quality. “A” ratings denote expectations of low credit risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.

“BBB” – Securities considered to be of good credit quality. “BBB” ratings indicate that expectations of credit risk are currently low. The capacity for payment of financial commitments is considered adequate, but adverse business or economic conditions are more likely to impair this capacity.

“BB” – Securities considered to be speculative. “BB” ratings indicates an elevated vulnerability to credit risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial alternatives may be available to allow financial commitments to be met.

“B” – Securities considered to be highly speculative. “B” ratings indicate that material credit risk is present

“CCC” – A “CCC” rating indicates that substantial credit risk is present.

“CC” – A “CC” rating indicates very high levels of credit risk.

“C” – A “C” rating indicates exceptionally high levels of credit risk.

Defaulted obligations typically are not assigned “RD” or “D” ratings but are instead rated in the “CCC” to “C” rating categories, depending on their recovery prospects and other relevant characteristics. Fitch believes that this approach better aligns obligations that have comparable overall expected loss but varying vulnerability to default and loss.

Plus (+) or minus (-) may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the “AAA” obligation rating category, or to corporate finance obligation ratings in the categories below “CCC”.

“NR” – Is assigned to an unrated issue of a rated issuer.

The DBRS Morningstar long-term obligation ratings provide DBRS Morningstar’s opinion on the risk that investors may not be repaid in accordance with the terms under which the long-term obligation was issued. The obligations rated in this category typically have a term of one year or longer. All rating categories from AA to CCC contain subcategories “(high)” and “(low)”. The absence of either a “(high)” or “(low)” designation indicates the rating is in the middle of the category. The following summarizes the ratings used by DBRS Morningstar for long-term debt:

“AAA” – Long-term debt rated “AAA” is of the highest credit quality. The capacity for the payment of financial obligations is exceptionally high and unlikely to be adversely affected by future events.

“AA” – Long-term debt rated “AA” is of superior credit quality. The capacity for the payment of financial obligations is considered high. Credit quality differs from “AAA” only to a small degree. Unlikely to be significantly vulnerable to future events.

“A” – Long-term debt rated “A” is of good credit quality. The capacity for the payment of financial obligations is substantial, but of lesser credit quality than “AA.” May be vulnerable to future events, but qualifying negative factors are considered manageable.

“BBB” – Long-term debt rated “BBB” is of adequate credit quality. The capacity for the payment of financial obligations is considered acceptable. May be vulnerable to future events.

“BB” – Long-term debt rated “BB” is of speculative, non-investment grade credit quality. The capacity for the payment of financial obligations is uncertain. Vulnerable to future events.

“B” – Long-term debt rated “B” is of highly speculative credit quality. There is a high level of uncertainty as to the capacity to meet financial obligations.

“CCC”, “CC” and “C” – Long-term debt rated in any of these categories is of very highly speculative credit quality. In danger of defaulting on financial

obligations. There is little difference between these three categories, although “CC” and “C” ratings are normally applied to obligations that are seen as highly likely to default or subordinated to obligations rated in the “CCC” to “B” range. Obligations in respect of which default has not technically taken place but is considered inevitable may be rated in the “C” category.

“D” – A downgrade to “D” may occur when the issuer has filed under any applicable bankruptcy, insolvency or winding up statute or there is a failure to satisfy an obligation after the exhaustion of grace periods. DBRS Morningstar may also use “SD” (Selective Default) in cases where only some securities are impacted, such as the case of a “distressed exchange”.

Municipal Note Ratings

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

●

Amortization schedule - the larger the final maturity relative to other maturities, the more likely it will be treated as a note; and

●

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

Municipal Short-Term Note rating symbols are as follows:

“SP-1” – A municipal note rated “SP-1” exhibits a strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation.

“SP-2” – A municipal note rated “SP-2” exhibits a satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.

“SP-3” – A municipal note rated “SP-3” exhibits a speculative capacity to pay principal and interest.

“D” – This rating is assigned upon failure to pay the note when due, completion of a distressed debt restructuring, or the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions.

Moody’s uses the global short-term Prime rating scale (listed above under Short-Term Credit Ratings) for commercial paper issued by U.S. municipalities and nonprofits. These commercial paper programs may be backed by external letters of credit or liquidity facilities, or by an issuer’s self-liquidity.

For other short-term municipal obligations, Moody’s uses one of two other short-term rating scales, the Municipal Investment Grade (“MIG”) and Variable Municipal Investment Grade (“VMIG”) scales provided below.

Moody’s uses the MIG scale for U.S. municipal cash flow notes, bond anticipation notes and certain other short-term obligations, which typically mature in three years or less.

MIG Scale

“MIG-1” – This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing.

“MIG-2” – This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group.

“MIG-3” – This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established.

“SG” – This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.

“NR” – Is assigned to an unrated obligation, obligation and/or program.

In the case of variable rate demand obligations (“VRDOs”), Moody’s assigns both a long-term rating and a short-term payment obligation rating. The long-term rating addresses the issuer’s ability to meet scheduled principal and interest payments. The short-term payment obligation rating addresses the ability of the issuer or the liquidity provider to meet any purchase price payment obligation resulting from optional tenders (“on demand”) and/or mandatory tenders of the VRDO. The short-term payment obligation rating uses the VMIG scale. Transitions of VMIG ratings with conditional liquidity support differ from transitions of Prime ratings reflecting the risk that external liquidity support will terminate if the issuer’s long-term rating drops below investment grade.

Moody’s typically assigns the VMIG rating if the frequency of the payment obligation is less than every three years. If the frequency of the payment obligation is less than three years but the obligation is payable only with remarketing proceeds, the VMIG short-term rating is not assigned and it is denoted as “NR”.

“VMIG-1” – This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections.

“VMIG-2” – This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections.

“VMIG-3” – This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections.

“SG” – This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have a sufficiently strong short-term rating or may lack the structural and/or legal protections.

“NR” – Is assigned to an unrated obligation, obligation and/or program.

About Credit Ratings

An S&P Global Ratings issue credit rating is a forward-looking opinion about the creditworthiness of an obligor with respect to a specific financial obligation, a specific class of financial obligations, or a specific financial program (including ratings on medium-term note programs and commercial paper programs). It takes into consideration the creditworthiness of guarantors, insurers, or other forms of credit enhancement on the obligation and takes into account the currency in which the obligation is denominated. The opinion reflects S&P Global Ratings’ view of the obligor’s capacity and willingness to meet its financial commitments as they come due, and this opinion may assess terms, such as collateral security and subordination, which could affect ultimate payment in the event of default.

Ratings assigned on Moody’s global long-term and short-term rating scales are forward-looking opinions of the relative credit risks of financial obligations issued by non-financial corporates, financial institutions, structured finance vehicles, project finance vehicles, and public sector entities.

Fitch’s credit ratings are forward-looking opinions on the relative ability of an entity or obligation to meet financial commitments. Issuer Default Ratings (IDRs) are assigned to corporations, sovereign entities, financial institutions such as banks, leasing companies and insurers, and public finance entities (local and regional governments). Issue-level ratings are also assigned and often include an expectation of recovery, which may be notched above or below the issuer-level rating. Issue ratings are assigned to secured and unsecured debt securities, loans, preferred stock and other instruments. Credit ratings are indications of the likelihood of repayment in accordance with the terms of the issuance. In limited cases, Fitch may include additional considerations (i.e., rate to a higher or lower standard than that implied in the obligation’s documentation).

DBRS Morningstar offers independent, transparent, and innovative credit analysis to the market. Credit ratings are forward-looking opinions about credit risk that reflect the creditworthiness of an issuer, rated entity, security and/or obligation based on DBRS Morningstar’s quantitative and qualitative analysis in accordance with applicable methodologies and criteria. They are meant to provide opinions on relative measures of risk and are not based on expectations of, or meant to predict, any specific default probability. Credit ratings are not statements of fact. DBRS Morningstar issues credit ratings using one or more categories, such as public, private, provisional, final(ized), solicited, or unsolicited. From time to time, credit ratings may also be subject to trends, placed under review, or discontinued. DBRS Morningstar credit ratings are determined by credit rating committees.

APPENDIX B

F/m Investments LLC (“FMI” or the “Adviser”) may vote proxies for certain advisory clients if that responsibility is specifically accepted by FMI in the advisory agreement between FMI and the client. Regardless, a client always has the right to vote their own proxies. A client can exercise this right by instructing FMI in writing to not vote proxies in the client’s account. In addition, where FMI has proxy voting authority but a client desires to direct FMI on how to vote a particular proxy, clients should contact FMI at the address below.

If the client agreement is entered into by a trustee or other fiduciary on behalf of an employee retirement income plan subject to the Employee Retirement Income Security Act (“ERISA”), including a person meeting the definition of “fiduciary” under ERISA, the trustee or other fiduciary generally retains the right and obligation to vote proxies. In such cases, the Adviser is generally precluded from voting proxies for the plan.

The Adviser’s proxy voting procedures provide that it votes proxies in its clients’ interests, and that if it identifies a material conflict of interest between itself and the client, it will vote based upon the recommendation of an independent third party. In certain circumstances, in accordance with an investment advisory contract, or other written directive, or if the Adviser has determined that it is in the client’s best interest, it may refrain from voting proxies.

Upon written request, a client will be provided with FMI’s proxy voting policies and procedures. Clients may also request, in writing, copies of records regarding how FMI voted their securities. Written requests must be addressed to Chief Compliance Officer, 3050 K Street NW, Suite 201, Washington DC 20007.

PART C: OTHER INFORMATION

Item 28.

EXHIBITS

(a)	Articles of Incorporation.

	(1)	Articles of Incorporation of Registrant are incorporated herein by reference to Registrant’s Registration Statement (No. 33-20827) filed on March 24, 1988, and refiled electronically with Post-Effective Amendment No. 61 to Registrant’s Registration Statement filed on October 30, 1998.
	(2)	Articles Supplementary of Registrant are incorporated herein by reference to Registrant’s Registration Statement (No. 33-20827) filed on March 24, 1988, and refiled electronically with Post-Effective Amendment No. 61 to Registrant’s Registration Statement filed on October 30, 1998.
	(3)	Articles of Amendment to Articles of Incorporation of Registrant are incorporated herein by reference to Pre-Effective Amendment No. 2 to Registrant’s Registration Statement (No. 33-20827) filed on July 12, 1988, and refiled electronically with Post-Effective Amendment No. 61 to Registrant’s Registration Statement filed on October 30, 1998.
	(4)	Articles Supplementary of Registrant are incorporated herein by reference to Pre-Effective Amendment No. 2 to Registrant’s Registration Statement (No. 33-20827) filed on July 12, 1988, and refiled electronically with Post-Effective Amendment No. 61 to Registrant’s Registration Statement filed on October 30, 1998.
	(5)	Articles Supplementary of Registrant are incorporated herein by reference to Post-Effective Amendment No. 3 to the Registrant’s Registration Statement (No. 33-20827) filed on April 27, 1990, and refiled electronically with Post-Effective Amendment No. 61 to Registrant’s Registration Statement filed on October 30, 1998.
	(6)	Articles Supplementary of Registrant are incorporated herein by reference to Post-Effective Amendment No. 4 to the Registrant’s Registration Statement (No. 33-20827) filed on May 1, 1990, and refiled electronically with Post-Effective Amendment No. 61 to Registrant’s Registration Statement filed on October 30, 1998.
	(7)	Articles Supplementary of Registrant are incorporated herein by reference to Post-Effective Amendment No. 7 to the Registrant’s Registration Statement (No. 33-20827) filed on July 15, 1992, and refiled electronically with Post-Effective Amendment No. 61 to Registrant’s Registration Statement filed on October 30, 1998.
	(8)	Articles Supplementary of Registrant are incorporated herein by reference to Post-Effective Amendment No. 8 to the Registrant’s Registration Statement (No. 33-20827) filed on October 22, 1992, and refiled electronically with Post-Effective Amendment No. 61 to Registrant’s Registration Statement filed on October 30, 1998.
	(9)	Articles Supplementary of Registrant are incorporated herein by reference to Post-Effective Amendment No. 13 to the Registrant’s Registration Statement (No. 33-20827) filed on October 29, 1993, and refiled electronically with Post-Effective Amendment No. 61 to Registrant’s Registration Statement filed on October 30, 1998.
	(10)	Articles Supplementary of Registrant are incorporated herein by reference to Post-Effective Amendment No. 13 to the Registrant’s Registration Statement (No. 33-20827) filed on October 29, 1993, and refiled electronically with Post-Effective Amendment No. 61 to Registrant’s Registration Statement filed on October 30, 1998.

	(11)	Articles Supplementary of Registrant are incorporated herein by reference to Post-Effective Amendment No. 22 to the Registrant’s Registration Statement (No. 33-20827) filed on December 19, 1994, and refiled electronically with Post-Effective Amendment No. 61 to Registrant’s Registration Statement filed on October 30, 1998.
	(12)	Articles Supplementary of Registrant are incorporated herein by reference to Post-Effective Amendment No. 22 to the Registrant’s Registration Statement (No. 33-20827) filed on December 19, 1994, and refiled electronically with Post-Effective Amendment No. 61 to Registrant’s Registration Statement filed on October 30, 1998.
	(13)	Articles Supplementary of Registrant are incorporated herein by reference to Post-Effective Amendment No. 22 to the Registrant’s Registration Statement (No. 33-20827) filed on December 19, 1994, and refiled electronically with Post-Effective Amendment No. 61 to Registrant’s Registration Statement filed on October 30, 1998.
	(14)	Articles Supplementary of Registrant are incorporated herein by reference to Post-Effective Amendment No. 22 to the Registrant’s Registration Statement (No. 33-20827) filed on December 19, 1994, and refiled electronically with Post-Effective Amendment No. 61 to Registrant’s Registration Statement filed on October 30, 1998.
	(15)	Articles Supplementary of Registrant are incorporated herein by reference to Post-Effective Amendment No. 27 to the Registrant’s Registration Statement (No. 33-20827) filed on March 31, 1995.
	(16)	Articles Supplementary of Registrant are incorporated herein by reference to Post-Effective Amendment No. 34 to the Registrant’s Registration Statement (No. 33-20827) filed on May 16, 1996.
	(17)	Articles Supplementary of Registrant are incorporated herein by reference to Post-Effective Amendment No. 39 to the Registrant’s Registration Statement (No. 33-20827) filed on October 11, 1996.
	(18)	Articles Supplementary of Registrant are incorporated herein by reference to Post-Effective Amendment No. 45 to the Registrant’s Registration Statement (No. 33-20827) filed on May 9, 1997.
	(19)	Articles of Amendment to Charter of the Registrant are incorporated herein by reference to Post-Effective Amendment No. 46 to the Registrant’s Registration Statement (No. 33-20827) filed on September 25, 1997.
	(20)	Articles Supplementary of Registrant are incorporated herein by reference to Post-Effective Amendment No. 46 to the Registrant’s Registration Statement (No. 33-20827) filed on September 25, 1997.
	(21)	Articles Supplementary of Registrant are incorporated herein by reference to Post-Effective Amendment No. 60 to the Registrant’s Registration Statement (No. 33-20827) filed on October 29, 1998.
	(22)	Articles Supplementary of Registrant are incorporated herein by reference to Post-Effective Amendment No. 60 to the Registrant’s Registration Statement (No. 33-20827) filed on October 29, 1998.
	(23)	Articles Supplementary of Registrant are incorporated herein by reference to Post-Effective Amendment No. 63 to the Registrant’s Registration Statement (No. 33-20827) filed on December 14, 1998.
	(24)	Articles Supplementary of Registrant are incorporated herein by reference to Post-Effective Amendment No. 63 to the Registrant’s Registration Statement (No. 33-20827) filed on December 14, 1998.

	(25)	Articles Supplementary of Registrant are incorporated herein by reference to Post-Effective Amendment No. 67 to the Registrant’s Registration Statement (No. 33-20827) filed on September 30, 1999.
	(26)	Articles Supplementary of Registrant are incorporated herein by reference to Post-Effective Amendment No. 69 to the Registrant’s Registration Statement (No. 33-20827) filed on November 29, 1999.
	(27)	Articles of Amendment to Charter of the Registrant are incorporated herein by reference to Post-Effective Amendment No. 71 to the Registrant’s Registration Statement (No. 33-20827) filed on December 29, 2000.
	(28)	Articles Supplementary of Registrant are incorporated herein by reference to Post-Effective Amendment No. 71 to the Registrant’s Registration Statement (No. 33-20827) filed on December 29, 2000.
	(29)	Articles Supplementary of Registrant are incorporated herein by reference to Post-Effective Amendment No. 71 to the Registrant’s Registration Statement (No. 33-20827) filed on December 29, 2000.
	(30)	Articles of Amendment to Charter of the Registrant are incorporated herein by reference to Post-Effective Amendment No. 71 to the Registrant’s Registration Statement (No. 33-20827) filed on December 29, 2000.
	(31)	Articles Supplementary of Registrant are incorporated herein by reference to Post-Effective Amendment No. 73 to the Registrant’s Registration Statement (No. 33-20827) filed on March 15, 2001.
	(32)	Articles of Amendment to Charter of the Registrant (Boston Partners Bond Fund – Institutional Class and Boston Partners Bond Fund – Investor Class) are incorporated herein by reference to Post-Effective Amendment No. 77 to the Registrant’s Registration Statement (No. 33-20827) filed on May 15, 2002.
	(33)	Articles Supplementary of Registrant (Boston Partners All-Cap Value Fund – Institutional Class and Boston Partners Bond Fund – Institutional Class) are incorporated herein by reference to Post-Effective Amendment No. 77 to the Registrant’s Registration Statement (No. 33-20827) filed on May 15, 2002.
	(34)	Articles Supplementary of Registrant (Schneider Value Fund) are incorporated herein by reference to Post-Effective Amendment No. 78 to the Registrant’s Registration Statement (No. 33-20827) filed on May 16, 2002.
	(35)	Articles Supplementary of Registrant (Institutional Liquidity Fund for Credit Unions and Liquidity Fund for Credit Union Members) are incorporated herein by reference to Post-Effective Amendment No. 84 to the Registrant’s Registration Statement (No. 33-20827) filed on December 29, 2003.
	(36)	Articles of Amendment to Charter of the Registrant are incorporated herein by reference to Post-Effective Amendment No. 89 to the Registrant’s Registration Statement (No. 33-20827) filed on December 30, 2004.
	(37)	Articles Supplementary of Registrant (Robeco WPG Core Bond Fund – Investor Class, Robeco WPG Core Bond Fund – Institutional Class, Robeco WPG Tudor Fund – Institutional Class, Robeco WPG Large Cap Growth Fund – Institutional Class) are incorporated herein by reference to Post-Effective Amendment No. 93 to the Registrant’s Registration Statement (No. 33-20827) filed on March 4, 2005.
	(38)	Certificate of Correction of Registrant is incorporated herein by reference to Post-Effective Amendment No. 95 to the Registrant’s Registration Statement (No. 33-20827) filed on March 23, 2005.
	(39)	Articles Supplementary of Registrant (Robeco WPG Core Bond Fund – Investor Class, Robeco WPG Core Bond Fund – Institutional Class, Robeco WPG Tudor Fund – Institutional Class, Robeco WPG 130/30 Large Cap Core Fund f/k/a Robeco WPG Large Cap Growth Fund – Institutional Class) are incorporated herein by reference to Post-Effective Amendment No. 95 to the Registrant’s Registration Statement (No. 33-20827) filed on March 23, 2005.

	(40)	Articles Supplementary of Registrant (Senbanc Fund) are incorporated herein by reference to Post-Effective Amendment No. 96 to the Registrant’s Registration Statement (No. 33-20827) filed on June 6, 2005.
	(41)	Articles of Amendment of Registrant (Robeco WPG Core Bond Fund – Retirement Class) are incorporated herein by reference to Post-Effective Amendment No. 97 to the Registrant’s Registration Statement (No. 33-20827) filed on August 19, 2005.
	(42)	Articles Supplementary of Registrant (Robeco WPG Core Bond Fund – Investor Class) are incorporated herein by reference to Post-Effective Amendment No. 99 to the Registrant’s Registration Statement (No. 33-20827) filed on September 27, 2005.
	(43)	Articles Supplementary of Registrant (Bear Stearns CUFS MLP Mortgage Portfolio) are incorporated herein by reference to Post-Effective Amendment No. 103 to the Registrant’s Registration Statement (No. 33-20827) filed on July 18, 2006.
	(44)	Articles of Amendment to Charter of the Registrant (Bear Stearns CUFS MLP Mortgage Portfolio) are incorporated herein by reference to Post-Effective Amendment No. 108 to the Registrant’s Registration Statement (No. 33-20827) filed on December 14, 2006.
	(45)	Articles Supplementary of Registrant (Bear Stearns Ultra Short Income Fund f/k/a Bear Stearns Enhanced Income Fund) are incorporated herein by reference to Post-Effective Amendment No. 109 to Registrant’s Registration Statement (No. 33-20827) filed on December 15, 2006.
	(46)	Articles Supplementary of Registrant (Marvin & Palmer Large Cap Growth Fund) are incorporated herein by reference to Post-Effective Amendment No. 109 to Registrant’s Registration Statement (No. 33-20827) filed on December 15, 2006.
	(47)	Articles of Amendment to Charter of the Registrant (Bear Stearns Ultra Short Income Fund f/k/a Bear Stearns Enhanced Income Fund) are incorporated herein by reference to Post-Effective Amendment No. 111 to the Registrant’s Registration Statement (No. 33-20827) filed on February 28, 2007.
	(48)	Articles Supplementary of Registrant (Bear Stearns Ultra Short Income Fund f/k/a Bear Stearns Enhanced Income Fund) are incorporated herein by reference to Post-Effective Amendment No. 111 to the Registrant’s Registration Statement (No. 33-20827) filed on February 28, 2007.
	(49)	Articles Supplementary of Registrant (Free Market U.S. Equity Fund, Free Market International Equity Fund, Free Market Fixed Income Fund) incorporated herein by reference to Post-Effective Amendment No. 112 to the Registrant’s Registration Statement (No. 33-20827) filed on June 1, 2007.
	(50)	Articles Supplementary of Registrant (Robeco WPG 130/30 Large Cap Core Fund – Investor Class) are incorporated herein by reference to Post-Effective Amendment No. 113 to the Registrant’s Registration Statement (No. 33-20827) filed on July 13, 2007.
	(51)	Articles Supplementary of Registrant (SAM Sustainable Water Fund, SAM Sustainable Climate Fund) are incorporated herein by reference to Post-Effective Amendment No. 114 to the Registrant’s Registration Statement (No. 33-20827) filed on July 17, 2007.
	(52)	Articles of Amendment of Registrant (Robeco WPG 130/30 Large Cap Core Fund – Institutional Class) are incorporated herein by reference to Post-Effective Amendment No. 116 to the Registrant’s Registration Statement (No. 33-20827) filed on September 4, 2007.

	(53)	Articles Supplementary of Registrant (Bear Stearns Multifactor 130/30 US Core Equity Fund) are incorporated herein by reference to Post-Effective Amendment No. 123 to the Registrant’s Registration Statement (No. 33-20827) filed on December 17, 2007.
	(54)	Articles of Amendment to Charter of the Registrant (Bear Stearns Ultra Short Income Fund f/k/a Bear Stearns Enhanced Income Fund) are incorporated herein by reference to Post-Effective Amendment No. 124 to the Registrant’s Registration Statement (No. 33-20827) filed on December 28, 2007.
	(55)	Articles Supplementary of Registrant (SAM Sustainable Global Active Fund, SAM Sustainable Themes Fund) are incorporated herein by reference to Post-Effective Amendment No. 128 to the Registrant’s Registration Statement (No. 33-20827) filed on January 26, 2009.
	(56)	Articles Supplementary of Registrant (Perimeter Small Cap Growth Fund) are incorporated herein by reference to Post-Effective Amendment No. 129 to the Registrant’s Registration Statement (No. 33-20827) filed on July 2, 2009.
	(57)	Articles Supplementary of Registrant (S1 Fund) are incorporated herein by reference to Post-Effective Amendment No. 135 to Registrant’s Registration Statement (No. 33-20827) filed on July 19, 2010.
	(58)	Articles Supplementary of Registrant (Boston Partners Long/Short Research Fund f/k/a Robeco Boston Partners Long/Short Research Fund) are incorporated herein by reference to Post-Effective Amendment No. 136 to the Registrant’s Registration Statement (No. 33-20827) filed on August 6, 2010.
	(59)	Articles of Amendment of Registrant (WPG Partners Small Cap Value Diversified Fund f/k/a Robeco WPG Small/Micro Cap Value Fund) are incorporated herein by reference to Post-Effective Amendment No. 141 to the Registrant’s Registration Statement (No. 33-20827) filed on December 28, 2010.
	(60)	Articles Supplementary of Registrant (Boston Partners Global Equity Fund (f/k/a Robeco Boston Partners Global Equity Fund) and Robeco Boston Partners International Equity Fund) are incorporated herein by reference to Post-Effective Amendment No. 142 to the Registrant’s Registration Statement (No. 33-20827) filed on October 14, 2011.
	(61)	Articles Supplementary of Registrant (SGI U.S. Large Cap Equity Fund f/k/a Summit Global Investments U.S. Low Volatility Equity Fund) are incorporated herein by reference to Post-Effective Amendment No. 144 to the Registrant’s Registration Statement (No. 33-20827) filed on December 15, 2011.
	(62)	Articles Supplementary of Registrant (Free Market U.S. Equity Fund, Free Market International Equity Fund, Free Market Fixed Income Fund) are incorporated herein by reference to Post-Effective Amendment No. 149 to the Registrant’s Registration Statement (No. 33-20827) filed on October 29, 2012.
	(63)	Articles Supplementary of Registrant (Boston Partners Global Long/Short Fund f/k/a Robeco Boston Partners Global Long/Short Fund) are incorporated herein by reference to Post-Effective Amendment No. 152 to the Registrant’s Registration Statement (No. 33-20827) filed on March 29, 2013.
	(64)	Articles Supplementary of Registrant (Boston Partners Long/Short/ Research Fund – Institutional Class – Institutional Class f/k/a Robeco Boston Partners Long/Short Research Fund – Institutional Class) are incorporated herein by reference to Post-Effective Amendment No. 157 to the Registrant’s Registration Statement (No. 33-20827) filed on October 29, 2013.

	(65)	Articles Supplementary of Registrant (Matson Money U.S. Equity VI Portfolio, Matson Money International VI Equity Portfolio, Matson Money Fixed Income VI Portfolio) are incorporated herein by reference to Post-Effective Amendment No. 159 to the Registrant’s Registration Statement (No. 33-20827) filed on December 20, 2013.
	(66)	Articles Supplementary of Registrant (SGI Global Equity Fund f/k/a Scotia Dynamic U.S. Growth Fund) are incorporated herein by reference to Post-Effective Amendment No. 161 to the Registrant’s Registration Statement (No. 33-20827) filed on December 27, 2013.
	(67)	Articles Supplementary of Registrant (Boston Partners Long/Short Research Fund – Institutional Class f/k/a Robeco Boston Partners Long/Short Research Fund – Institutional Class) are incorporated herein by reference to Post-Effective Amendment No. 168 to the Registrant’s Registration Statement (No. 33-20827) filed on June 30, 2014.
	(68)	Articles Supplementary of Registrant (Abbey Capital Futures Strategy Fund and Adara Smaller Companies Fund (f/k/a Altair Smaller Companies Fund)) are incorporated herein by reference to Post-Effective Amendment No. 168 to the Registrant’s Registration Statement (No. 33-20827) filed on June 30, 2014.
	(69)	Articles Supplementary of Registrant (Campbell Core Trend Fund) are incorporated herein by reference to Post-Effective Amendment No. 171 to the Registrant’s Registration Statement (No. 33-20827) filed on October 16, 2014.
	(70)	Articles Supplementary of Registrant (Free Market U.S. Equity Fund, Free Market International Equity Fund, Free Market Fixed Income Fund) are incorporated herein by reference to Post-Effective Amendment No. 174 to the Registrant’s Registration Statement (No. 33-20827) filed on December 23, 2014.
	(71)	Articles of Amendment of Registrant (Boston Partners Investment Funds) are incorporated herein by reference to Post-Effective Amendment No. 174 to the Registrant’s Registration Statement (No. 33-20827) filed on December 23, 2014.
	(72)	Articles Supplementary of Registrant (Boston Partners Emerging Markets Dynamic Equity Fund f/k/a Boston Partners Emerging Markets Long/Short Fund) are incorporated herein by reference to Post-Effective Amendment No. 182 to the Registrant’s Registration Statement (No. 33-20827) filed on October 16, 2015.
	(73)	Articles Supplementary of Registrant (Campbell Core Carry Fund) are incorporated herein by reference to Post-Effective Amendment No. 182 to the Registrant’s Registration Statement (No. 33-20827) filed on October 16, 2015.
	(74)	Articles Supplementary of Registrant (Boston Partners Alpha Blue Dynamic Equity Fund) are incorporated herein by reference to Post-Effective Amendment No. 182 to the Registrant’s Registration Statement (No. 33-20827) filed on October 16, 2015.
	(75)	Articles Supplementary of Registrant (SGI U.S. Large Cap Equity Fund – Class C f/k/a Summit Global Investments U.S. Low Volatility Equity Fund – Class C) are incorporated herein by reference to Post-Effective Amendment No. 184 to the Registrant’s Registration Statement (No. 33-20827) filed on October 30, 2015.
	(76)	Articles Supplementary of Registrant (Boston Partners Long/Short Research Fund – Institutional Class) are incorporated herein by reference to Post-Effective Amendment No. 187 to the Registrant’s Registration Statement (No. 33-20827) filed on December 29, 2015.
	(77)	Articles Supplementary of Registrant (SGI Small Cap Equity Fund f/k/a Summit Global Investments Small Cap Low Volatility Fund) are incorporated herein by reference to Post-Effective Amendment No. 195 to the Registrant’s Registration Statement (No. 33-20827) filed on March 30, 2016.

	(78)	Articles Supplementary of Registrant (Fasanara Capital Absolute Return Multi-Asset Fund) are incorporated herein by reference to Post-Effective Amendment No. 198 to the Registrant’s Registration Statement (No. 33-20827) filed on April 29, 2016.
	(79)	Articles of Amendment of Registrant (Campbell Dynamic Trend Fund f/k/a Campbell Core Trend Fund) are incorporated herein by reference to Post-Effective Amendment No. 207 to the Registrant’s Registration Statement (No. 33-20827) filed on December 28, 2016.
	(80)	Articles Supplementary of Registrant (MFAM Global Opportunities Fund (f/k/a Motley Fool Independence Fund), MFAM Small-Mid Cap Growth Fund (f/k/a Motley Fool Great America Fund), and MFAM Emerging Markets Fund (f/k/a Motley Fool Epic Voyage Fund)) are incorporated herein by reference to Post-Effective Amendment No. 206 to the Registrant’s Registration Statement (No. 33-20827) filed on December 21, 2016.
	(81)	Articles of Amendment of Registrant (MFAM Emerging Markets Fund f/k/a Motley Fool Epic Voyage Fund) are incorporated herein by reference to Post-Effective Amendment No. 212 to the Registrant’s Registration Statement (No. 33-20827) filed on February 28, 2017.
	(82)	Articles Supplementary of Registrant (Orinda Income Opportunities Fund) are incorporated herein by reference to Post-Effective Amendment No. 216 to the Registrant’s Registration Statement (No. 33-20827) filed on April 10, 2017.
	(83)	Articles Supplementary of Registrant (Abbey Capital Futures Strategy Fund — Class T) are incorporated herein by reference to Post-Effective Amendment No. 216 to the Registrant’s Registration Statement (No. 33-20827) filed on April 10, 2017.
	(84)	Articles Supplementary of Registrant (Campbell Systematic Macro Fund f/k/a Campbell Managed Futures 10V Fund) are incorporated herein by reference to Post-Effective Amendment No. 224 to the Registrant’s Registration Statement (No. 33-20827) filed on July 28, 2017.
	(85)	Articles Supplementary of Registrant (Boston Partners Emerging Markets Fund) are incorporated herein by reference to Post-Effective Amendment No. 226 to the Registrant’s Registration Statement (No. 33-20827) filed on August 23, 2017.
	(86)	Articles Supplementary of Registrant (Motley Fool 100 Index ETF) are incorporated herein by reference to Post-Effective Amendment No. 235 to the Registrant’s Registration Statement (No. 33-20827) filed on January 19, 2018.
	(87)	Articles Supplementary of Registrant (Abbey Capital Futures Strategy Fund – Class I) are incorporated herein by reference to Post-Effective Amendment No. 238 to the Registrant’s Registration Statement (No. 33-20827) filed on February 21, 2018.
	(88)	Articles Supplementary of Registrant (Boston Partners Global Long/Short Fund – Institutional Class) are incorporated herein by reference to Post-Effective Amendment No. 238 to the Registrant’s Registration Statement (No. 33-20827) filed on February 21, 2018.
	(89)	Articles Supplementary of Registrant (Free Market U.S. Equity Fund, Free Market International Equity Fund, Free Market Fixed Income Fund) are incorporated herein by reference to Post-Effective Amendment No. 238 to the Registrant’s Registration Statement (No. 33-20827) filed on February 21, 2018.
	(90)	Articles Supplementary of Registrant (Aquarius International Fund) are incorporated herein by reference to Post-Effective Amendment No. 238 to the Registrant’s Registration Statement (No. 33-20827) filed on February 21, 2018.

	(91)	Articles Supplementary of Registrant (Abbey Capital Multi Asset Fund) are incorporated herein by reference to Post-Effective Amendment No. 238 to the Registrant’s Registration Statement (No. 33-20827) filed on February 21, 2018.
	(92)	Articles of Amendment of Registrant (SGI Global Equity Fund (f/k/a Dynamic U.S. Growth Fund)) are incorporated herein by reference to Post-Effective Amendment No. 238 to the Registrant’s Registration Statement (No. 33-20827) filed on February 21, 2018.
	(93)	Articles of Amendment of Registrant (SGI Global Equity Fund f/k/a Summit Global Investments Global Low Volatility Fund) are incorporated herein by reference to Post-Effective Amendment No. 242 to the Registrant’s Registration Statement (No. 33-20827) filed on March 19, 2018.
	(94)	Articles of Amendment of Registrant (SGI U.S. Small Cap Equity Fund f/k/a Summit Global Investments Small Cap Low Volatility Fund) are incorporated herein by reference to Post-Effective Amendment No. 242 to the Registrant’s Registration Statement (No. 33-20827) filed on March 19, 2018.
	(95)	Articles of Amendment of Registrant (Adara Smaller Companies Fund (f/k/a Altair Smaller Companies Fund)) are incorporated herein by reference to Post-Effective Amendment No. 242 to the Registrant’s Registration Statement (No. 33-20827) filed on March 19, 2018.
	(96)	Articles of Amendment of Registrant (MFAM Global Opportunities Fund (f/k/a Motley Fool Independence Fund) and MFAM Small-Mid Cap Growth Fund (f/k/a Motley Fool Great America Fund)) are incorporated herein by reference to Post-Effective Amendment No. 242 to the Registrant’s Registration Statement (No. 33-20827) filed on March 19, 2018.
	(97)	Articles Supplementary of Registrant (MFAM Small-Cap Growth ETF (f/k/a Motley Fool Small-Cap Growth ETF)) are incorporated herein by reference to Post-Effective Amendment No. 247 to the Registrant’s Registration Statement (No. 33-20827) filed on October 23, 2018.
	(98)	Articles Supplementary of Registrant (Motley Fool Innovation ETF) are incorporated herein by reference to Post-Effective Amendment No. 247 to the Registrant’s Registration Statement (No. 33-20827) filed on October 23, 2018.
	(99)	Articles of Amendment of Registrant (MFAM Global Opportunities Fund, MFAM Small-Mid Cap Growth Fund, MFAM Emerging Markets Fund and MFAM Small-Cap Growth ETF) are incorporated herein by reference to Post-Effective Amendment No. 251 to the Registrant’s Registration Statement (No. 33-20827) filed on March 8, 2019.
	(100)	Articles of Amendment of Registrant (MFAM Mid-Cap Growth Fund (f/k/a MFAM Small-Mid Cap Growth Fund) are incorporated herein by reference to Post-Effective Amendment No. 251 to the Registrant’s Registration Statement (No. 33-20827) filed on March 8, 2019.
	(101)	Articles Supplementary of Registrant (Boston Partners Global Equity Advantage Fund) are incorporated herein by reference to Post-Effective Amendment No. 254 to the Registrant’s Registration Statement under the Investment Company Act of 1940 (No. 811-05518) filed on May 21, 2019.
	(102)	Articles Supplementary of Registrant (Campbell Advantage Fund) are incorporated herein by reference to Post-Effective Amendment No. 254 to the Registrant’s Registration Statement under the Investment Company Act of 1940 (No. 811-05518) filed on May 21, 2019.
	(103)	Articles of Amendment of Registrant (SGI U.S. Large Cap Equity Fund, (f/k/a Summit Global Investments U.S. Low Volatility Equity Fund), SGI Global Equity Fund (f/k/a Summit Global Investments Global Low Volatility Fund), and SGI U.S. Small Cap Equity Fund (f/k/a Summit Global Investments Small Cap Low Volatility Fund)) are incorporated herein by reference to Post-Effective Amendment No. 254 to the Registrant’s Registration Statement under the Investment Company Act of 1940 (No. 811-05518) filed on May 21, 2019.

	(104)	Articles of Amendment of Registrant (Campbell Systematic Macro Fund (f/k/a Campbell Managed Futures 10V Fund)) are incorporated herein by reference to Post-Effective Amendment No. 254 to the Registrant’s Registration Statement (No. 33-20827) filed on October 21, 2019.
	(105)	Articles Supplementary of Registrant (SGI U.S. Large Cap Equity VI Portfolio) are incorporated herein by reference to Post-Effective Amendment No. 261 to the Registrant’s Registration Statement (No. 33-20827) filed on February 28, 2020.
	(106)	Articles Supplementary of Registrant (SGI Peak Growth Fund, SGI Prudent Growth Fund, and SGI Conservative Fund) are incorporated herein by reference to Post-Effective Amendment No. 263 to the Registrant’s Registration Statement (No. 33-20827) filed on March 25, 2020.
	(107)	Articles of Amendment of Registrant (Boston Partners Emerging Markets Dynamic Equity Fund f/k/a Boston Partners Emerging Markets Long/Short Fund) are incorporated herein by reference to Post-Effective Amendment No. 268 to the Registrant’s Registration Statement (No. 33-20827) filed on November 23, 2020.
	(108)	Articles Supplementary of Registrant (Stance Equity ESG Large Cap Core ETF) are incorporated herein by reference to Post-Effective Amendment No. 269 to the Registrant’s Registration Statement (No. 33-20827) filed on December 18, 2020.
	(109)	Articles Supplementary of Registrant (YieldX Diversified Income ETF, YieldX High Income ETF, and YieldX Short-Term Income ETF) are incorporated herein by reference to Post-Effective Amendment No. 281 to the Registrant’s Registration Statement (No. 33-20827) filed on July 26, 2021.
	(110)	Articles of Amendment of Registrant (SGI Small Cap Growth Fund f/k/a Bogle Investment Management Small Cap Growth Fund) are incorporated herein by reference to Post-Effective Amendment No. 282 to the Registrant’s Registration Statement (No. 33-20827) filed on September 27, 2021.
	(111)	Articles of Amendment of Registrant (DriveWealth Power Saver ETF f/k/a YieldX High Income ETF and DriveWealth Steady Saver ETF f/k/a YieldX Short-Term Income ETF) are incorporated herein by reference to Post-Effective Amendment No. 282 to the Registrant’s Registration Statement (No. 33-20827) filed on September 27, 2021.
	(112)	Articles Supplementary of Registrant (Motley Fool Global Opportunities ETF, Motley Fool Mid-Cap Growth ETF, Motley Fool Next Index ETF, Motley Fool Capital Efficiency 100 Index ETF, WPG Partners Select Small Cap Value Fund and Boston Partners Global Sustainability Fund) are incorporated herein by reference to Post-Effective Amendment No. 285 to the Registrant’s Registration Statement (33-20827) filed on December 10, 2021.
	(113)	Articles Supplementary of Registrant (Optima Strategic Credit Fund) are incorporated herein by reference to Post-Effective Amendment No. 287 to the Registrant’s Registration Statement (33-20827) filed on December 29, 2021.
	(114)	Articles of Amendment of Registrant (SGI Small Cap Core Fund f/k/a SGI Small Cap Growth Fund and Motley Fool Small-Cap Growth ETF f/k/a MFAM Small-Cap Growth ETF) are incorporated herein by reference to Post-Effective Amendment No. 288 to the Registrant’s Registration Statement (No. 33-20827) filed on March 2, 2022.

	(115)	Articles Supplementary of Registrant (SGI U.S. Large Cap Core ETF and SGI Dynamic Tactical ETF) are incorporated herein by reference to Post-Effective Amendment No. 300 to the Registrant’s Registration Statement (No. 33-20827) filed on December 27, 2022.
	(116)	Articles Supplementary of Registrant (US Treasury 30 Year Bond ETF, US Treasury 20 Year Bond ETF, US Treasury 10 Year Note ETF, US Treasury 7 Year Note ETF, US Treasury 5 Year Note ETF, US Treasury 3 Year Note ETF, US Treasury 2 Year Note ETF, US Treasury 12 Month Bill ETF, US Treasury 6 Month Bill ETF and US Treasury 3 Month Bill ETF) are incorporated herein by reference to Post-Effective Amendment No. 293 to the Registrant’s Registration Statement (No. 33-20827) filed on August 5, 2022.
	(117)	Articles Supplementary of Registrant (Abbey Capital Futures Strategy Fund – Class I) are incorporated herein by reference to Post-Effective Amendment No. 300 to the Registrant’s Registration Statement (No. 33-20827) filed on December 27, 2022.
	(118)	Articles Supplementary of Registrant (Campbell Systematic Macro Fund – Class I) are incorporated herein by reference to Post-Effective Amendment No. 300 to the Registrant’s Registration Statement (No. 33-20827) filed on December 27, 2022.
	(119)	Articles Supplementary of Registrant (Oakhurst Fixed Income Fund, Oakhurst Short Duration Bond Fund, Oakhurst Short Duration High Yield Credit Fund, and F/m Investments Large Cap Focused Fund) are incorporated herein by reference to Post-Effective Amendment No. 307 to the Registrant’s Registration Statement (No. 33-20827) filed on July 10, 2023.
	(120)	Articles Supplementary of Registrant (F/m Opportunistic Income ETF) are incorporated herein by reference to Post-Effective Amendment No. 308 to the Registrant’s Registration Statement (No. 33-20827) filed on August 30, 2023.
	(121)	Articles Supplementary of Registrant (F/m 6-Month Investment Grade Corporate Bond ETF, F/m 9-18 Month Investment Grade Corporate Bond ETF (f/k/a F/m 1-Year Investment Grade Corporate Bond ETF), F/m 2-Year Investment Grade Corporate Bond ETF, F/m 3-Year Investment Grade Corporate Bond ETF, F/m 5-Year Investment Grade Corporate Bond ETF, F/m 7-Year Investment Grade Corporate Bond ETF, F/m 10-Year Investment Grade Corporate Bond ETF, F/m 20-Year Investment Grade Corporate Bond ETF, F/m 30-Year Investment Grade Corporate Bond ETF and F/m 15+ Year Investment Grade Corporate Bond ETF) are incorporated herein by reference to Post-Effective Amendment No. 316 to the Registrant’s Registration Statement (No. 33-20827) filed on January 9, 2024.
	(122)	Articles Supplementary of Registrant (SGI Enhanced Global Income ETF and SGI Enhanced Core ETF) are incorporated herein by reference to Post-Effective Amendment No. 320 to the Registrant’s Registration Statement (No. 33-20827) filed on February 26, 2024.
	(123)	Articles of Amendment of Registrant (F/m 9-18 Month Investment Grade Corporate Bond ETF f/k/a F/m 1-Year Investment Grade Corporate Bond ETF) are incorporated herein by reference to Post-Effective Amendment No. 316 to the Registrant’s Registration Statement (No. 33-20827) filed on January 9, 2024.
	(124)	Articles Supplementary of Registrant (WPG Partners Select Hedged Fund) are incorporated herein by reference to Post-Effective Amendment No. 323 to the Registrant’s Registration Statement (No. 33-20827) filed on May 2, 2024.

	(125)	Articles Supplementary of Registrant (SGI Enhanced Nasdaq-100 ETF) are incorporated herein by reference to Post-Effective Amendment No. 326 to the Registrant’s Registration Statement (No. 33-20827) filed on June 13, 2024.
	(126)	Articles Supplementary of Registrant (F/m Emerald Life Sciences Innovation ETF) are incorporated herein by reference to Post-Effective Amendment No. 333 to the Registrant’s Registration Statement (No. 33-20827) filed on October 29, 2024.
	(127)	Articles Supplementary of Registrant (SGI Enhanced Market Leaders ETF) are incorporated herein by reference to Post Effective Amendment No. 339 to the Registrant’s Registration Statement (No. 33-28027) filed on February 14, 2025.
	(128)	Articles Supplementary of Registrant (F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF, F/m Yield Curve Steepening Strategy ETF, F/m Yield Curve Flattening Strategy ETF, F/m Rising Interest Rates Strategy ETF, F/m Falling Interest Rates Strategy ETF, F/m U.S. Treasury 3 Month Bill Institutional ETF, F/m Leveraged U.S. Treasury 3-month Bill ETF, F/m Current Coupon Mortgage-Backed ETF, F/m Short Duration High Coupon Tax Free Municipal ETF, F/m Small Cap Core ETF, F/m Small Cap Growth ETF, F/m SMID Equity ETF, F/m High Yield 100 ETF, F/m High Yield High Beta ETF, F/m High Yield Quality ETF, F/m Short Duration High Yield Quality ETF, and F/m Senior Secured High Yield ETF) are incorporated herein by reference to Post Effective Amendment No. 359 to the Registrant’s Registration Statement (No. 33-28027) filed on July 18, 2025.
	(129)	Articles Amendment of Registrant (F/m US Treasury ETFs and F/m Long-Term Treasury Inflation-Protected Security (TIPS) ETF, f/k/a F/m Leveraged U.S. Treasury 3-month Bill ETF) are incorporated herein by reference to Post Effective Amendment No. 359 to the Registrant’s Registration Statement (No. 33-28027) filed on July 18, 2025.
	(130)	Articles Supplementary of Registrant (Emerald Banking & Finance Evolution Fund, Emerald Growth Fund, and F/m Emerald Special Situations ETF) are incorporated herein by reference to Post Effective Amendment No. 359 to the Registrant’s Registration Statement (No. 33-28027) filed on July 18, 2025.
	(131)	Articles Supplementary of Registrant (F/m Compoundr High Yield Bond ETF, F/m Compoundr Total Return Bond ETF, F/m Compoundr AAA CLO ETF, F/m Compoundr U.S. Treasury 10-Year Note ETF, F/m Compoundr Investment Grade Bond ETF, and F/m Compoundr U.S. Aggregate Bond ETF) are incorporated herein by reference to Post-Effective Amendment No. 362 to the Registrant’s Registration Statement (No. 33-28027) filed on August 11, 2025.
	(132)	Articles Supplementary of Registrant (Motley Fool Innovative Growth Factor ETF, Motley Fool Crowdsource ETF, Motley Fool Value Factor ETF, Motley Fool Enhanced Income ETF, Motley Fool International Opportunities ETF, Motley Fool Large Cap Growth ETF, Motley Fool Momentum Factor ETF, Motley Fool Multi-Factor ETF, Motley Fool Smart Volatility Factor ETF, Motley Fool 100 Equal Weight ETF, Motley Fool Next Equal Weight ETF, Motley Fool 100 Minimum Volatility ETF, Motley Fool Next Minimum Volatility ETF, Motley Fool Rising 100 ETF, and Motley Fool Rising 100 Minimum Volatility ETF ) are incorporated herein by reference to Post-Effective Amendment No. 377 to the Registrant’s Registration Statement (No. 33-28027) filed on December 4, 2025.
	(133)	Articles Amendment of Registrant (F/m Callable Tax-Free Municipal ETF (f/k/a F/m Short Duration High Coupon Tax Free Municipal ETF)) is incorporated herein by reference to Post-Effective Amendment No. 367 to the Registrant’s Registration Statement (No. 33-28027) filed on September 26, 2025.

	(134)	Articles Amendment of Registrant (F/m Ultrashort Tax-Free Municipal ETF (f/k/a F/m Callable Tax-Free Municipal ETF)) is incorporated herein by reference to Post-Effective Amendment No. 371 to the Registrant’s Registration Statement (No. 33-28027) filed on October 31, 2025.
	(135)	Articles Supplementary of Registrant (F/m Ultrashort Treasury Inflation-Protected Security (TIPS) Fund – Institutional Class Shares, F/m US Treasury 30 Year Bond Fund – Institutional Class Shares, F/m US Treasury 20 Year Bond Fund - Institutional Class Shares, F/m US Treasury 10 Year Note Fund - Institutional Class Shares, F/m US Treasury 7 Year Note Fund - Institutional Class Shares, F/m US Treasury 5 Year Note Fund - Institutional Class Shares, F/m US Treasury 3 Year Note Fund - Institutional Class Shares, F/m US Treasury 2 Year Note Fund - Institutional Class Shares, F/m US Treasury 12 Month Bill Fund - Institutional Class Shares, F/m US Treasury 6 Month Bill Fund - Institutional Class Shares, F/m US Treasury 3 Month Bill Fund - Institutional Class Shares) are incorporated herein by reference to Post-Effective Amendment No. 387 to the Registrant’s Registration Statement (No. 33-28027) filed on February 10, 2026.
	(136)	Articles Amendment of Registrant (F/m US Treasury 3 Month Bill Fund - ETF Class Shares) are incorporated herein by reference to Post-Effective Amendment No. 387 to the Registrant’s Registration Statement (No. 33-28027) filed on February 10, 2026.
	(137)	Articles Supplementary of Registrant (F/m Compoundr Ultrashort Treasury ETF, F/m Compoundr Intermediate Treasury ETF, F/m Compoundr Long Treasury ETF) are incorporated herein by reference to Post-Effective Amendment No. 378 to the Registrant’s Registration Statement (No. 33-28027) filed on December 10, 2025.
(b)		By-Laws.
	(1)	By-Laws, as amended, are incorporated herein by reference to Post-Effective Amendment No. 282 to the Registrant’s Registration Statement (No. 33-20827) filed on September 27, 2021.
(c)		Instruments Defining Rights of Security Holders.
	(1)	See Articles VI, VII, VIII, IX and XI of Registrant’s Articles of Incorporation dated February 17, 1988 which are incorporated herein by reference to Registrant’s Registration Statement (No. 33-20827) filed on March 24, 1988, and refiled electronically with Post-Effective Amendment No. 61 to Registrant’s Registration Statement filed on October 30, 1998.
	(2)	See Articles II, III, VI, XIII, and XIV of Registrant’s By-Laws as amended through August 25, 2004, which are incorporated herein by reference to Post-Effective Amendment No. 89 to the Registrant’s Registration Statement (No. 33-20827) filed on December 30, 2004.
(d)		Investment Advisory Contracts.
	(1)	Reserved.
	(2)	Reserved.
	(3)	Investment Advisory Agreement (Free Market U.S. Equity Fund, Free Market International Equity Fund, Free Market Fixed Income Fund) between Registrant and Matson Money, Inc. (f/k/a Abundance Technologies, Inc.) is incorporated herein by reference to Post-Effective Amendment No. 125 to the Registrant’s Registration Statement (No. 33-20827) filed on February 27, 2008.

	(4)	Amendment No. 1 to the Investment Advisory Agreement (Free Market U.S. Equity Fund, Free Market International Equity Fund and Free Market Fixed Income Fund) between Registrant and Matson Money, Inc. (f/k/a Abundance Technologies, Inc.) is incorporated herein by reference to Post-Effective Amendment No. 157 to the Registrant’s Registration Statement (No. 33-20827) filed on October 29, 2013.
	(5)	Reserved.
	(6)	Expense Limitation and Reimbursement Agreement (Boston Partners Investment Funds) between Registrant and Boston Partners Global Investors, Inc. is incorporated herein by reference to Post-Effective Amendment No. 261 to the Registrant’s Registration Statement (No. 33-20827) filed on February 28, 2020.
	(7)	Investment Advisory Agreement (SGI U.S. Large Cap Equity Fund, f/k/a Summit Global Investments U.S. Low Volatility Equity Fund) between Registrant and Summit Global Investments, LLC is incorporated herein by reference to Post-Effective Amendment No. 160 to the Registrant’s Registration Statement (No. 33-20827) filed on December 23, 2013.
	(8)	Expense Limitation and Reimbursement Agreement (SGI U.S. Large Cap Equity Fund and SGI Global Equity Fund) between Registrant and Summit Global Investments, LLC is incorporated herein by reference to Post-Effective Amendment No. 256 to the Registrant’s Registration Statement (No. 33-20827) filed on December 20, 2019.
	(9)	Investment Advisory Agreement (Boston Partners Investment Funds) between Registrant and Boston Partners Global Investors, Inc. (f/k/a Robeco Investment Management, Inc.) is incorporated herein by reference to Post-Effective Amendment No. 157 to the Registrant’s Registration Statement (No. 33-20827) filed on October 29, 2013.
	(10)	Addendum No. 1 to Investment Advisory Agreement (Boston Partners Global Long/Short Fund f/k/a Robeco Boston Partners Global Long/Short Fund) between Registrant and Boston Partners Global Investors, Inc. (f/k/a Robeco Investment Management, Inc.) is incorporated herein by reference to Post-Effective Amendment No. 160 to the Registrant’s Registration Statement (No. 33-20827) filed on December 23, 2013.
	(11)	Investment Advisory Agreement (SGI Global Equity Fund, f/k/a Summit Global Investments Global Low Volatility Fund) between Registrant and Summit Global Investments, LLC is incorporated herein by reference to Post-Effective Amendment No. 249 to the Registrant’s Registration Statement (No. 33-20827) filed on December 21, 2018.
	(12)	Contractual Fee Waiver Agreement (SGI Global Equity Fund, f/k/a Summit Global Investments Global Low Volatility Fund) between Registrant and Summit Global Investments, LLC is incorporated herein by reference to Post-Effective Amendment No. 249 to the Registrant’s Registration Statement (No. 33-20827) filed on December 21, 2018.
	(13)	Investment Advisory Agreement (Abbey Capital Futures Strategy Fund) between Registrant and Abbey Capital Limited is incorporated herein by reference to Post-Effective Amendment No. 168 to the Registrant’s Registration Statement (No. 33-20827) filed on June 30, 2014.
	(14)	Amended and Restated Investment Advisory Agreement (Abbey Capital Futures Strategy Fund) between Abbey Capital Offshore Fund SPC (f/k/a Abbey Capital Offshore Fund Limited) and Abbey Capital Limited is incorporated herein by reference to Post-Effective Amendment No. 252 to the Registrant’s Registration Statement (No. 33-20827) filed on May 22, 2019.

	(15)	Reserved.
	(16)	Reserved.
	(17)	Trading Advisory Agreement (Abbey Capital Futures Strategy Fund) among Abbey Capital Onshore Series LLC, Abbey Capital Limited, Abbey Capital Offshore Fund SPC and Eclipse Capital Management, Inc. is incorporated herein by reference to Post-Effective Amendment No. 252 to the Registrant’s Registration Statement (No. 33-20827) filed on May 22, 2019.
	(18)	Trading Advisory Agreement (Abbey Capital Futures Strategy Fund) among Abbey Capital Onshore Series LLC, Abbey Capital Limited, Abbey Capital Offshore Fund SPC and Graham Capital Management, LP is incorporated herein by reference to Post-Effective Amendment No. 252 to the Registrant’s Registration Statement (No. 33-20827) filed on May 22, 2019.

		(a)	Amendment to Trading Advisory Agreement (Abbey Capital Futures Strategy Fund) among Abbey Capital Onshore Series LLC, Abbey Capital Limited, Abbey Capital Offshore Fund SPC and Graham Capital Management, LP is incorporated herein by reference to Post-Effective Amendment No. 273 to the Registrant’s Registration Statement (No. 33-20827) filed on March 11, 2021.
		(b)	Amendment to Trading Advisory Agreement (Abbey Capital Futures Strategy Fund) among Abbey Capital Onshore Series LLC, Abbey Capital Limited, Abbey Capital Offshore Fund SPC and Graham Capital Management, LP is incorporated by reference to Post-Effective Amendment 327 to the Registrant’s Registration Statement (No. 33-20827) filed on July 19, 2024.

	(19)	Trading Advisory Agreement (Abbey Capital Futures Strategy Fund) among Abbey Capital Onshore Series LLC, Abbey Capital Limited, Abbey Capital Offshore Fund SPC and P/E Global LLC is incorporated herein by reference to Post-Effective Amendment No. 252 to the Registrant’s Registration Statement (No. 33-20827) filed on May 22, 2019.
	(20)	Trading Advisory Agreement (Abbey Capital Futures Strategy Fund) among Abbey Capital Onshore Series LLC, Abbey Capital Limited, Abbey Capital Offshore Fund SPC and Revolution Capital Management, LLC is incorporated herein by reference to Post-Effective Amendment No. 252 to the Registrant’s Registration Statement (No. 33-20827) filed on May 22, 2019.
	(21)	Reserved.
	(22)	Addendum No. 2 to Investment Advisory Agreement (WPG Partners Small Cap Value Diversified Fund f/k/a WPG Partners Small/Micro Cap Value Fund f/k/a Robeco WPG Small/Micro Cap Value Fund) between Registrant and Boston Partners Global Investors, Inc. (f/k/a Robeco Investment Management, Inc.) is incorporated herein by reference to Post-Effective Amendment No. 168 to the Registrant’s Registration Statement (No. 33-20827) filed on June 30, 2014.
	(23)	Investment Advisory Agreement (Adara Smaller Companies Fund (f/k/a Altair Smaller Companies Fund)) between Registrant and Altair Advisers LLC is incorporated herein by reference to Post-Effective Amendment No. 249 to the Registrant’s Registration Statement (No. 33-20827) filed on December 21, 2018.
	(24)	Reserved.
	(25)	Reserved.
	(26)	Reserved.
	(27)	Sub-Advisory Agreement (Adara Smaller Companies Fund) among Registrant, Altair Advisers LLC and Aperio Group, LLC will be filed by amendment.

	(28)	Investment Sub-Advisory Agreement (Adara Smaller Companies Fund) among Registrant, Altair Advisers LLC and Driehaus Capital Management LLC is incorporated herein by reference to Post-Effective Amendment No. 282 to the Registrant’s Registration Statement (No. 33-20827) filed on September 27, 2021.
	(29)	Reserved.
	(30)	Investment Sub-Advisory Agreement (Adara Smaller Companies Fund (f/k/a Altair Smaller Companies Fund)) among Registrant, Altair Advisers LLC and Pacific Ridge Capital Partners, LLC is incorporated herein by reference to Post-Effective Amendment No. 249 to the Registrant’s Registration Statement (No. 33-20827) filed on December 21, 2018.
	(31)	Sub-Advisory Agreement (Adara Smaller Companies Fund (f/k/a Altair Smaller Companies Fund)) among Registrant, Altair Advisers LLC and Pier Capital, LLC is incorporated herein by reference to Post-Effective Amendment No. 247 to the Registrant’s Registration Statement (No. 33-20827) filed on October 23, 2018.
	(32)	Investment Sub-Advisory Agreement (Adara Smaller Companies Fund (f/k/a Altair Smaller Companies Fund)) among Registrant, Altair Advisers LLC and River Road Asset Management, LLC is incorporated herein by reference to Post-Effective Amendment No. 249 to the Registrant’s Registration Statement (No. 33-20827) filed on December 21, 2018.
	(33)	Addendum No. 3 to Investment Advisory Agreement (Boston Partners Emerging Markets Dynamic Equity Fund f/k/a Boston Partners Emerging Markets Long/Short Fund) between Registrant and Boston Partners Global Investors, Inc. (f/k/a Robeco Investment Management, Inc.) is incorporated herein by reference to Post-Effective Amendment No. 256 to the Registrant’s Registration Statement (No. 33-20827) filed on December 20, 2019.
	(34)	Reserved.
	(35)	Reserved.
	(36)	Reserved.
	(37)	Reserved.
	(38)	Reserved.
	(39)	Investment Advisory Agreement (Matson Money U.S. Equity VI Portfolio, Matson Money International Equity VI Portfolio, and Matson Money Fixed Income VI Portfolio) between Registrant and Matson Money, Inc. is incorporated herein by reference to Post-Effective Amendment No. 256 to the Registrant’s Registration Statement (No. 33-20827) filed on December 20, 2019.
	(40)	Expense Limitation and Reimbursement Agreement (Matson Money U.S. Equity VI Portfolio, Matson Money International Equity VI Portfolio, and Matson Money Fixed Income VI Portfolio) between Registrant and Matson Money Inc. is incorporated herein by reference to Post-Effective Amendment No. 256 to the Registrant’s Registration Statement (No. 33-20827) filed on December 20, 2019.
	(41)	Addendum No. 4 to Investment Advisory Agreement (Boston Partners All-Cap Value Fund) between Registrant and Boston Partners Global Investors, Inc. (f/k/a Robeco Investment Management, Inc.) is incorporated herein by reference to Post-Effective Amendment No. 247 to the Registrant’s Registration Statement (No. 33-20827) filed on October 23, 2018.
	(42)	First Amendment to Investment Advisory Agreement (Abbey Capital Futures Strategy Fund) between Registrant and Abbey Capital Limited is incorporated herein by reference to Post-Effective Amendment No. 216 to the Registrant’s Registration Statement (No. 33-20827) filed on April 10, 2017.
	(43)	Trading Advisory Agreement (Abbey Capital Futures Strategy Fund) among Abbey Capital Onshore Series LLC, Abbey Capital Limited, Abbey Capital Offshore Fund SPC and Aspect Capital Limited is incorporated herein by reference to Post-Effective Amendment No. 252 to the Registrant’s Registration Statement (No. 33-20827) filed on May 22, 2019.

	(44)	Reserved.
	(45)	Reserved.
	(46)	Investment Advisory Agreement (Campbell Systematic Macro Fund) between Registrant and Campbell & Company Investment Adviser LLC is incorporated herein by reference to Post-Effective Amendment No. 266 to the Registrant’s Registration Statement (No. 33-20827) filed on June 8, 2020.
	(47)	Investment Advisory Agreement (Campbell Systematic Macro Fund) between Campbell Systematic Macro Offshore Limited and Campbell & Company Investment Adviser LLC is incorporated herein by reference to Post-Effective Amendment No. 266 to the Registrant’s Registration Statement (No. 33-20827) filed on June 8, 2020.
	(48)	Expense Limitation and Reimbursement Agreement (Campbell Systematic Macro Fund) between Registrant and Campbell & Company Investment Adviser LLC is incorporated herein by reference to Post-Effective Amendment No. 266 to the Registrant’s Registration Statement (No. 33-20827) filed on June 8, 2020.
	(49)	Addendum No. 5 to Investment Advisory Agreement (Boston Partners Emerging Markets Fund) between Registrant and Boston Partners Global Investors, Inc. is incorporated herein by reference to Post-Effective Amendment No. 247 to the Registrant’s Registration Statement (No. 33-20827) filed on October 23, 2018.
	(50)	Reserved.
	(51)	Reserved.
	(52)	Reserved.
	(53)	Expense Limitation and Reimbursement Agreement (Abbey Capital Futures Strategy Fund and Abbey Capital Multi Asset Fund) between Registrant and Abbey Capital Limited is incorporated herein by reference to Post-Effective Amendment No. 256 to the Registrant’s Registration Statement (No. 33-20827) filed on December 20, 2019.
	(54)	Investment Advisory Agreement (Motley Fool 100 Index ETF) between Registrant and Motley Fool Asset Management, LLC is incorporated herein by reference to Post-Effective Amendment No. 290 to the Registrant’s Registration Statement (33-20827) filed on May 23, 2022.
	(55)	Investment Advisory Agreement (Aquarius International Fund) between Registrant and Altair Advisers LLC is incorporated herein by reference to Post-Effective Amendment No. 247 to the Registrant’s Registration Statement (No. 33-20827) filed on October 23, 2018.
	(56)	Sub-Advisory Agreement (Aquarius International Fund) among Registrant, Altair Advisers, LLC and Aperio Group, LLC will be filed by amendment.
	(57)	Investment Sub-Advisory Agreement (Aquarius International Fund) among Registrant, Altair Advisers LLC and Driehaus Capital Management LLC is incorporated herein by reference to Post-Effective Amendment No. 282 to the Registrant’s Registration Statement (No. 33-20827) filed on September 27, 2021.
	(58)	Investment Sub-Advisory Agreement (Aquarius International Fund) among Registrant, Altair Advisers LLC and Mawer Investment Management Ltd. is incorporated herein by reference to Post-Effective Amendment No. 249 to the Registrant’s Registration Statement (No. 33-20827) filed on December 21, 2018.
	(59)	Investment Sub-Advisory Agreement (Aquarius International Fund) among Registrant, Altair Advisers LLC and Boston Partners Global Investors, Inc. is incorporate herein by reference to Post-Effective Amendment No. 305 to the Registrant’s Registration Statement (No. 33-20827) filed on April 27, 2023.

	(60)	Investment Advisory Agreement (Abbey Capital Multi Asset Fund) between Registrant and Abbey Capital Limited is incorporated herein by reference to Post-Effective Amendment No. 256 to the Registrant’s Registration Statement (No. 33-20827) filed on December 20, 2019.
	(61)	Investment Advisory Agreement (Abbey Capital Multi Asset Fund) between Abbey Capital Multi Asset Offshore Fund Limited and Abbey Capital Limited is incorporated herein by reference to Post-Effective Amendment No. 256 to the Registrant’s Registration Statement (No. 33-20827) filed on December 20, 2019.
	(62)	Trading Advisory Agreement (Abbey Capital Multi Asset Fund) among Registrant, Abbey Capital Limited, Abbey Capital Multi Asset Offshore Fund Limited and Aspect Capital Limited is incorporated herein by reference to Post-Effective Amendment No. 256 to the Registrant’s Registration Statement (No. 33-20827) filed on December 20, 2019.
	(63)	Trading Advisory Agreement (Abbey Capital Multi Asset Fund) among Registrant, Abbey Capital Limited, Abbey Capital Multi Asset Offshore Fund Limited and Eclipse Capital Management, Inc. is incorporated herein by reference to Post-Effective Amendment No. 256 to the Registrant’s Registration Statement (No. 33-20827) filed on December 20, 2019.
	(64)	Trading Advisory Agreement (Abbey Capital Multi Asset Fund) among Registrant, Abbey Capital Limited, Abbey Capital Multi Asset Offshore Fund Limited and Revolution Capital Management, LLC is incorporated herein by reference to Post-Effective Amendment No. 256 to the Registrant’s Registration Statement (No. 33-20827) filed on December 20, 2019.
	(65)	Trading Advisory Agreement (Abbey Capital Multi Asset Fund) among Registrant, Abbey Capital Limited, Abbey Capital Multi Asset Offshore Fund Limited and Welton Investment Partners LLC is incorporated herein by reference to Post-Effective Amendment No. 256 to the Registrant’s Registration Statement (No. 33-20827) filed on December 20, 2019.
	(66)	Reserved.
	(67)	Trading Advisory Agreement (Abbey Capital Futures Strategy Fund) among Abbey Capital Onshore Series LLC, Abbey Capital Limited, Abbey Capital Offshore Fund SPC and Welton Investment Partners LLC is incorporated herein by reference to Post-Effective Amendment No. 252 to the Registrant’s Registration Statement (No. 33-20827) filed on May 22, 2019.
	(68)	Amendment No. 2 to the Investment Advisory Agreement (Free Market U.S. Equity Fund, Free Market International Equity Fund and Free Market Fixed Income Fund) between Registrant and Matson Money, Inc. is incorporated herein by reference to Post-Effective Amendment No. 249 to the Registrant’s Registration Statement (No. 33-20827) filed on December 21, 2018.
	(69)	Trading Advisory Agreement (Abbey Capital Multi Asset Fund) among Registrant, Abbey Capital Limited, Abbey Capital Multi Asset Offshore Fund Limited and Tudor Investment Corporation is incorporated herein by reference to Post-Effective Amendment No. 256 to the Registrant’s Registration Statement (No. 33-20827) filed on December 20, 2019.
	(70)	Trading Advisory Agreement (Abbey Capital Futures Strategy Fund) among Abbey Capital Onshore Series LLC, Abbey Capital Limited, Abbey Capital Offshore Fund SPC and Tudor Investment Corporation is incorporated herein by reference to Post-Effective Amendment No. 252 to the Registrant’s Registration Statement (No. 33-20827) filed on May 22, 2019.

	(71)	Investment Advisory Agreement (Abbey Capital Futures Strategy Fund) between Abbey Capital Onshore Series LLC and Abbey Capital Limited is incorporated herein by reference to Post-Effective Amendment No. 252 to the Registrant’s Registration Statement (No. 33-20827) filed on May 22, 2019.
	(72)	Investment Advisory Agreement (Abbey Capital Futures Strategy Fund) between Abbey Capital Master Offshore Fund Limited and Abbey Capital Limited is incorporated herein by reference to Post-Effective Amendment No. 252 to the Registrant’s Registration Statement (No. 33-20827) filed on May 22, 2019.
	(73)	Investment Advisory Agreement (Motley Fool Small-Cap Growth ETF) between Registrant and Motley Fool Asset Management, LLC is incorporated herein by reference to Post-Effective Amendment No. 290 to the Registrant’s Registration Statement (33-20827) filed on May 23, 2022.
	(74)	Trading Advisory Agreement (Abbey Capital Futures Strategy Fund) among Abbey Capital Onshore Series LLC, Abbey Capital Limited, Abbey Capital Offshore Fund SPC and Episteme Capital Partners (UK) LLP is incorporated herein by reference to Post-Effective Amendment No. 252 to the Registrant’s Registration Statement (No. 33-20827) filed on May 22, 2019.
	(75)	Reserved.
	(76)	Reserved.
	(77)	Reserved.
	(78)	Reserved.
	(79)	Addendum No. 6 to Investment Advisory Agreement (Boston Partners Small Cap Value Fund II and Boston Partners Emerging Markets Dynamic Equity Fund f/k/a Boston Partners Emerging Markets Long/Short Fund) is incorporated herein by reference to Post-Effective Amendment No. 256 to the Registrant’s Registration Statement (No. 33-20827) filed on December 20, 2019.
	(80)	Trading Advisory Agreement (Abbey Capital Futures Strategy Fund) among Abbey Capital Onshore Series LLC, Abbey Capital Limited, Abbey Capital Offshore Fund SPC and Crabel Capital Management, LLC is incorporated herein by reference to Post-Effective Amendment No. 260 to the Registrant’s Registration Statement (No. 33-20827) filed on February 14, 2020.
	(81)	Investment Advisory Agreement (SGI U.S. Large Cap Equity VI Portfolio) between Registrant and Summit Global Investments, LLC is incorporated herein by reference to Post-Effective Amendment No. 264 to the Registrant’s Registration Statement (No. 33-20827) filed on April 28, 2020.
	(82)	Amended Appendix A to Expense Limitation and Reimbursement Agreement (Matson Money U.S. Equity VI Portfolio, Matson Money International Equity VI Portfolio, and Matson Money Fixed Income VI Portfolio) between Registrant and Matson Money, Inc. is incorporated herein by reference to Post-Effective Amendment No. 269 to the Registrant’s Registration Statement (No. 33-20827) filed on December 18, 2020.
	(83)	Amended Appendix A to Expense Limitation and Reimbursement Agreement (Abbey Capital Futures Strategy Fund and Abbey Capital Multi Asset Fund) between Registrant and Abbey Capital Limited is incorporated herein by reference to Post-Effective Amendment No. 269 to the Registrant’s Registration Statement (No. 33-20827) filed on December 18, 2020.
	(84)	Amended Appendix A to Expense Limitation and Reimbursement Agreement (SGI U.S. Large Cap Equity Fund, SGI Global Equity Fund, and SGI U.S. Large Cap Equity VI Portfolio) between Registrant and Summit Global Investments, LLC is incorporated herein by reference to Post-Effective Amendment No. 336 to the Registrant’s Registration Statement (No. 33-20827) filed on December 30, 2024.

	(85)	Amended Appendix A to Expense Limitation and Reimbursement Agreement (Boston Partners Funds) between Registrant and Boston Partners Global Investors, Inc. is filed herewith.
	(86)	Investment Advisory Agreement (SGI Peak Growth Fund, SGI Prudent Growth Fund, and SGI Conservative Fund) between Registrant and Summit Global Investments, LLC is incorporated herein by reference to Post-Effective Amendment No. 266 to the Registrant’s Registration Statement (No. 33-20827) filed on June 8, 2020.
	(87)	Addendum No. 7 to Investment Advisory Agreement (Boston Partners Small Cap Value Fund II, Boston Partners Emerging Markets Fund and Boston Partners Emerging Markets Dynamic Equity Fund f/k/a Boston Partners Emerging Markets Long/Short Fund) between Registrant and Boston Partners Global Investors, Inc. is incorporated herein by reference to Post-Effective Amendment No. 266 to the Registrant’s Registration Statement (No. 33-20827) filed on June 8, 2020.
	(88)	Trading Advisory Agreement (Abbey Capital Multi Asset Fund) among Registrant, Abbey Capital Limited, Abbey Capital Multi Asset Offshore Fund Limited and Crabel Capital Management, LLC is incorporated herein by reference to Post-Effective Amendment No. 268 to the Registrant’s Registration Statement (No. 33-20827) filed on November 23, 2020.
	(89)	Trading Advisory Agreement (Abbey Capital Multi Asset Fund) among Registrant, Abbey Capital Limited, ACMAF Onshore Series LLC, ACMAF Offshore SPC and Graham Capital Management LP is incorporated herein by reference to Post-Effective Amendment No. 321 to the Registrant’s Registration Statement (No. 33-20827) filed on March 15, 2024.
	(90)	Trading Advisory Agreement (Abbey Capital Multi Asset Fund) among Registrant, Abbey Capital Limited, ACMAF Onshore Series LLC, ACMAF Offshore SPC and Winton Capital Management Limited is incorporated by reference to Post-Effective Amendment No. 327 to the Registrant’s Registration Statement (No. 33-20827) filed on July 19, 2024.
	(91)	Trading Advisory Agreement (Abbey Capital Multi Asset Fund) among Registrant, Abbey Capital Limited, ACMAF Onshore Series LLC, ACMAF Offshore SPC, and Systematica Investments Limited is incorporated by reference to Post-Effective Amendment No. 335 to the Registrant’s Registration Statement (No. 33-20827) filed on July 19, 2024.
	(92)	Reserved.
	(93)	Trading Advisory Agreement (Abbey Capital Futures Strategy Fund) among Registrant, Abbey Capital Limited, Abbey Capital Onshore Series LLC, Abbey Capital Offshore Fund SPC and Winton Capital Management Limited is incorporated herein by reference to Post-Effective Amendment No. 269 to the Registrant’s Registration Statement (No. 33-20827) filed on December 18, 2020.
	(94)	Trading Advisory Agreement (Abbey Capital Futures Strategy Fund) among Registrant, Abbey Capital Limited, Abbey Capital Onshore Series LLC, Abbey Capital Offshore Fund SPC and QMS Capital Management LP is incorporated herein by reference to Post-Effective Amendment No. 323 to the Registrant’s Registration Statement (No. 33-20827) filed on May 2, 2024.
	(95)	Reserved.
	(96)	Reserved.
	(97)	Reserved.
	(98)	Reserved.
	(99)	Reserved.
	(100)	Reserved.

	(101)	Form of Expense Limitation and Reimbursement Agreement (SGI Peak Growth Fund and SGI Prudent Growth Fund) between Registrant and Summit Global Investments, LLC is incorporated herein by reference to Post-Effective Amendment No. 336 to the Registrant’s Registration Statement (No. 33-20827) filed on December 30, 2024.
	(102)	Investment Advisory Agreement (SGI Small Cap Growth Fund f/k/a Bogle Investment Management Small Cap Growth Fund) between Registrant and Summit Global Investments, LLC is incorporated herein by reference to Post-Effective Amendment No. 283 to the Registrant’s Registration Statement (No. 33-20827) filed on October 15, 2021.
	(103)	Expense Limitation and Reimbursement Agreement (SGI Small Cap Growth Fund f/k/a Bogle Investment Management Small Cap Growth Fund) between Registrant and Summit Global Investments, LLC is incorporated herein by reference to Post-Effective Amendment No. 283 to the Registrant’s Registration Statement (No. 33-20827) filed on October 15, 2021.
	(104)	Investment Advisory Agreement (Motley Fool Global Opportunities ETF and Motley Fool Mid-Cap Growth ETF) between Registrant and Motley Fool Asset Management, LLC are incorporated herein by reference to Post-Effective Amendment No. 287 to the Registrant’s Registration Statement (33-20827) filed on December 29, 2021.
	(105)	Reserved.
	(106)	Reserved.
	(107)	Reserved.
	(108)	Addendum No. 8 to Investment Advisory Agreement (Boston Partners Global Sustainability Fund and WPG Partners Select Small Cap Value Fund) between Registrant and Boston Partners Global Investors, Inc. is incorporated herein by reference to Post-Effective Amendment No. 288 to the Registrant’s Registration Statement (No. 33-20827) filed on March 2, 2022.
	(109)	Investment Advisory Agreement (Motley Fool Next Index ETF and Motley Fool Capital Efficiency 100 Index ETF) between Registrant and Motley Fool Asset Management, LLC is incorporated herein by reference to Post-Effective Amendment No. 287 to the Registrant’s Registration Statement (33-20827) filed on December 29, 2021.
	(110)	Trading Advisory Agreement (Abbey Capital Futures Strategy Fund) among Abbey Capital Limited, Abbey Capital Onshore Series LLC, Abbey Capital Offshore Fund SPC and R. G. Niederhoffer Capital Management, Inc. is incorporated herein by reference to Post-Effective Amendment No. 286 to the Registrant’s Registration Statement (No. 33-20827) filed on December 20, 2021.
	(111)	Investment Advisory Agreement (SGI U.S. Large Cap Core ETF and SGI Dynamic Tactical ETF) between Registrant and Summit Global Investments, LLC is incorporated herein by reference to Post-Effective Amendment No. 306 to the Registrant’s Registration Statement (No. 33-20827) filed on June 16, 2023.
	(112)	Sub-Advisory Agreement (SGI U.S. Large Cap Core ETF and SGI Dynamic Tactical ETF) between Summit Global Investments, LLC and SG Trading Solutions, LLC is incorporated herein by reference to Post-Effective Amendment No. 306 to the Registrant’s Registration Statement (No. 33-20827) filed on June 16, 2023.
	(113)	Investment Advisory Agreement (F/m US Treasury Funds) between Registrant and F/m Investments LLC, dated May 19, 2023, with Exhibit A dated January 15, 2026, is incorporated herein by reference to Post-Effective Amendment No. 387 to the Registrant’s Registration Statement (No. 33-28027) filed on February 10, 2026.

	(114)	Trading Advisory Agreement (Abbey Capital Futures Strategy Fund) among Abbey Capital Limited, Abbey Capital Onshore Series LLC, Abbey Capital Offshore Fund SPC and Systematica Investments Limited is incorporated herein by reference to Post-Effective Amendment No. 300 to the Registrant’s Registration Statement (No. 33-20827) filed on December 27, 2022.
	(115)	Investment Advisory Agreement (Oakhurst Fixed Income Fund, Oakhurst Short Duration Bond Fund, and Oakhurst Short Duration High Yield Credit Fund) between Registrant and F/m Investments LLC d/b/a Oakhurst Capital Management is incorporated herein by reference to Post-Effective Amendment No. 313 to the Registrant’s Registration Statement (No. 33-20827) filed on December 22, 2023.
	(116)	Expense Limitation Agreement (Oakhurst Fixed Income Fund, Oakhurst Short Duration Bond Fund, and Oakhurst Short Duration High Yield Credit Fund) between Registrant and F/m Investments LLC d/b/a Oakhurst Capital Management is incorporated herein by reference to Post-Effective Amendment No. 313 to the Registrant’s Registration Statement (No. 33-20827) filed on December 22, 2023.
	(117)	Reserved.
	(118)	Investment Advisory Agreement (F/m Investments Large Cap Focused Fund) between Registrant and F/m Investments LLC is incorporated herein by reference to Post-Effective Amendment No. 313 to the Registrant’s Registration Statement (No. 33-20827) filed on December 22, 2023.
	(119)	Expense Limitation Agreement (F/m Investments Large Cap Focused Fund) between Registrant and F/m Investments LLC is incorporated herein by reference to Post-Effective Amendment No. 313 to the Registrant’s Registration Statement (No. 33-20827) filed on December 22, 2023.
	(120)	Investment Advisory Agreement (F/m Opportunistic Income ETF) between Registrant and F/m Investments LLC d/b/a North Slope Capital, LLC is incorporated herein by reference to Post-Effective Amendment No. 310 to the Registrant’s Registration Statement (No. 33-20827) filed on October 27, 2023.
	(121)	Investment Advisory Agreement (F/m 6-Month Investment Grade Corporate Bond ETF, F/m 9-18 Month Investment Grade Corporate Bond ETF, F/m 2-Year Investment Grade Corporate Bond ETF, F/m 3-Year Investment Grade Corporate Bond ETF, F/m 5-Year Investment Grade Corporate Bond ETF, F/m 7-Year Investment Grade Corporate Bond ETF, F/m 10-Year Investment Grade Corporate Bond ETF, F/m 20-Year Investment Grade Corporate Bond ETF, F/m 30-Year Investment Grade Corporate Bond ETF and F/m 15+ Year Investment Grade Corporate Bond ETF) between Registrant and F/m Investments LLC d/b/a North Slope Capital, LLC is incorporated herein by reference to Post-Effective Amendment No. 318 to the Registrant’s Registration Statement (No. 33-20827) filed on February 15, 2024.
	(122)	Investment Advisory Agreement (SGI Enhanced Global Income ETF and SGI Enhanced Core ETF) between Registrant and Summit Global Investments, LLC is incorporated herein by reference to Post-Effective Amendment No. 321 to the Registrant’s Registration Statement (No. 33-20827) filed on March 15, 2024.
	(123)	Investment Sub-Advisory Agreement (SGI Enhanced Global Income ETF and SGI Enhanced Core ETF) between Summit Global Investments, LLC and SG Trading Solutions, LLC is incorporated herein by reference to Post-Effective Amendment No. 321 to the Registrant’s Registration Statement (No. 33-20827) filed on March 15, 2024.

	(124)	Addendum No. 9 to Investment Advisory Agreement (WPG Partners Select Hedged Fund) between Registrant and Boston Partners Global Investors, Inc. is incorporated herein by reference to Post-Effective Amendment No. 323 to the Registrant’s Registration Statement (No. 33-20827) filed on May 2, 2024.
	(125)	Investment Advisory Agreement (SGI Enhanced Nasdaq-100 ETF) between Registrant and Summit Global Investments, LLC is incorporated herein by reference to Post-Effective Amendment No. 326 to the Registrant’s Registration Statement (No. 33-20827) filed on June 13, 2024.
	(126)	Investment Sub-Advisory Agreement (SGI Enhanced Nasdaq-100 ETF) between Summit Global Investments, LLC and SG Trading Solutions, LLC is incorporated herein by reference to Post-Effective Amendment No. 326 to the Registrant’s Registration Statement (No. 33-20827) filed on June 13, 2024.
	(127)	Investment Advisory Agreement (F/m Emerald Life Sciences Innovation ETF) between Registrant and F/m Investments LLC is incorporated herein by reference to Post-Effective Amendment No. 366 to the Registrant’s Registration Statement (No. 33-20827) filed on September 23, 2025.
	(128)	Investment Sub-Advisory Agreement (F/m Emerald Life Sciences Innovation ETF) between F/m Investments LLC and Emerald Mutual Fund Advisers Trust is incorporated herein by reference to Post-Effective Amendment No. 366 to the Registrant’s Registration Statement (No. 33-20827) filed on September 23, 2025.
	(129)	Form of Expense Limitation and Reimbursement Agreement (F/m Emerald Life Sciences Innovation ETF) between Registrant and F/m Investments LLC is incorporated herein by reference to Post-Effective Amendment No. 333 to the Registrant’s Registration Statement (No. 33-20827) filed on October 29, 2024.
	(130)	Investment Advisory Agreement (SGI Enhanced Market Leaders ETF) between Registrant and Summit Global Investments, LLC is incorporated herein by reference to Post-Effective Amendment No. 340 to the Registrant’s Registration Statement (No. 33-20827) filed on February 19, 2025.
	(131)	Investment Sub-Advisory Agreement (SGI Enhanced Market Leaders ETF) between Summit Global Investments, LLC and SG Trading Solutions, LLC is incorporated herein by reference to Post-Effective Amendment No. 340 to the Registrant’s Registration Statement (No. 33-20827) filed on February 19, 2025.
	(132)	Investment Advisory Agreement (F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF, F/m Yield Curve Steepening Strategy ETF, F/m Yield Curve Flattening Strategy ETF, F/m Rising Interest Rates Strategy ETF and F/m Falling Interest Rates Strategy ETF) between Registrant and F/m Investments LLC is incorporated herein by reference to Post-Effective Amendment No. 342 to the Registrant’s Registration Statement (No. 33-20827) filed on February 28, 2025.
	(133)	Investment Advisory Agreement (F/m High Yield 100 ETF, F/m High Beta High Yield ETF, F/m High Quality High Yield ETF, F/m Short Duration Quality High Yield ETF, F/m Senior Secured High Yield ETF, F/m U.S. Treasury 3-Month Bill Institutional ETF, F/m Leveraged U.S. Treasury 3-Month Bill ETF, F/m Current Coupon Mortgage-Backed Securities ETF, F/m Ultrashort Tax-Free Municipal ETF (f/k/a F/m Short Duration High Coupon Tax-Free Municipal ETF), F/m Small Cap Core ETF, F/m Small Cap Growth ETF, and F/m SMID Equity ETF) between Registrant and F/m Investments LLC is incorporated herein by reference to Post-Effective Amendment No. 345 to the Registrant’s Registration Statement (No. 33-20827) filed on April 4, 2025.

	(134)	Form of Investment Advisory Agreement (Emerald Banking & Finance Evolution Fund and Emerald Growth Fund) between Registrant and Emerald Mutual Fund Advisers Trust is incorporated herein by reference to Post-Effective Amendment No. 350 to the Registrant’s Registration Statement (No. 33-20827) filed on May 2, 2025.
	(135)	Form of Expense Limitation and Reimbursement Agreement (Emerald Banking & Finance Evolution Fund and Emerald Growth Fund) between Registrant and Emerald Mutual Fund Advisers Trust is incorporated herein by reference to Post Effective Amendment No. 359 to the Registrant’s Registrations Statement (No 33-28027) filed on July 18, 2025.
	(136)	Form of Expense Waiver and Reimbursement Agreement (Emerald Growth Fund) between Registrant and Emerald Mutual Fund Advisers Trust is incorporated herein by reference to Post Effective Amendment No. 359 to the Registrant’s Registrations Statement (No 33-28027) filed on July 18, 2025.
	(137)	Investment Advisory Agreement (F/m Emerald Special Situations ETF) between Registrant and F/m Investments LLC is incorporated herein by reference to Post-Effective Amendment No. 371 to the Registrant’s Registration Statement (No. 33-28027) filed on October 31, 2025.
	(138)	Investment Sub-Advisory Agreement (F/m Emerald Special Situations ETF) between F/m Investments LLC and Emerald Mutual Fund Advisers Trust is incorporated herein by reference to Post-Effective Amendment No. 371 to the Registrant’s Registration Statement (No. 33-28027) filed on October 31, 2025.
	(139)	Investment Advisory Agreement (F/m Compoundr High Yield Bond ETF, F/m Compoundr Total Return Bond ETF, F/m Compoundr AAA CLO ETF, F/m Compoundr U.S. Treasury 10-Year Note ETF, F/m Compoundr Investment Grade Bond ETF, and F/m Compoundr U.S. Aggregate Bond ETF) between Registrant and F/m Investments LLC is incorporated herein by reference to Post-Effective Amendment No. 362 to the Registrant’s Registration Statement (No. 33-28027) filed on August 11, 2025.
	(140)	Investment Advisory Agreement (Motley Fool Innovative Growth Factor ETF, Motley Fool Crowdsource ETF, Motley Fool Value Factor ETF, Motley Fool Enhanced Income ETF, Motley Fool International Opportunities ETF, Motley Fool Large Cap Growth ETF, Motley Fool Momentum Factor ETF, Motley Fool Multi-Factor ETF, Motley Fool Smart Volatility Factor ETF, Motley Fool 100 Equal Weight ETF, Motley Fool Next Equal Weight ETF, Motley Fool 100 Minimum Volatility ETF, Motley Fool Next Minimum Volatility ETF, Motley Fool Rising 100 ETF, and Motley Fool Rising 100 Minimum Volatility ETF ) between Registrant and Motley Fool Asset Management, LLC is incorporated herein by reference to Post-Effective Amendment No. 377 to the Registrant’s Registration Statement (No. 33-28027) filed on December 4, 2025.
	(141)	Expense Limitation Agreement (F/m Compoundr High Yield Bond ETF) between Registrant and F/m Investments LLC is incorporated herein by reference to Post-Effective Amendment No. 371 to the Registrant’s Registration Statement (No. 33-28027) filed on October 31, 2025.

	(142)	Expense Limitation Agreement (F/m Compoundr U.S. Aggregate Bond ETF) between Registrant and F/m Investments LLC is incorporated herein by reference to Post-Effective Amendment No. 371 to the Registrant’s Registration Statement (No. 33-28027) filed on October 31, 2025.
	(143)	Addendum No. 10 to Investment Advisory Agreement (Boston Partners Long/Short Equity Fund) between Registrant and Boston Partners Global Investors, Inc. is filed herewith.
	(144)	Investment Advisory Agreement (F/m Compoundr Ultrashort Treasury ETF, F/m Compoundr Intermediate Treasury ETF, F/m Compoundr Long Treasury ETF) between Registrant and F/m Investments LLC is incorporated herein by reference to Post-Effective Amendment No. 381 to the Registrant’s Registration Statement (No. 33-20827) filed on December 30, 2025.
	(145)	Expense Limitation Agreement (F/m Compoundr Ultrashort Treasury ETF, F/m Compoundr Intermediate Treasury ETF and F/m Compoundr Long Treasury ETF) between Registrant and F/m Investments LLC is incorporated herein by reference to Post-Effective Amendment No. 381 to the Registrant’s Registration Statement (No. 33-20827) filed on December 30, 2025.
	(146)	Amendment No. 1 to Investment Advisory Agreement (F/m Compoundr High Yield Bond ETF, F/m Compoundr Total Return Bond ETF, F/m Compoundr AAA CLO ETF, F/m Compoundr Investment Grade Bond ETF, and F/m Compoundr U.S. Aggregate Bond ETF) between Registrant and F/m Investments LLC is filed herewith.
(e)		Underwriting Contracts.
	(1)	Distribution Agreement between Registrant, Vigilant Distributors, LLC (f/k/a/ Herald Investment Marketing, LLC) and Matson Money, Inc. is incorporated herein by reference to Post-Effective Amendment No. 273 to the Registrant’s Registration Statement (No. 33-20827) filed on March 11, 2021.
	(2)	ETF Distribution Agreement (Motley Fool ETFs and F/m US Treasury ETFs (f/k/a US Treasury ETFs)) between Registrant and Quasar Distributors, LLC dated August 8, 2022 is incorporated herein by reference to Post-Effective Amendment No. 304 to the Registrant’s Registration Statement (33-20827) filed on March 24, 2023.

		(a)	First Amendment to the ETF Distribution Agreement (SGI ETFs) between Registrant and Quasar Distributors, LLC dated January 25, 2023 is incorporated herein by reference to Post-Effective Amendment No. 304 to the Registrant’s Registration Statement (33-20827) filed on March 24, 2023.
		(b)	Second Amendment to the ETF Distribution Agreement (F/m Opportunistic Income ETF) between Registrant and Quasar Distributors, LLC is incorporated herein by reference to Post-Effective Amendment No. 309 to the Registrant’s Registration Statement (No. 33-20827) filed on October 13, 2023.
		(c)	Third Amendment to the ETF Distribution Agreement (F/m 6-Month Investment Grade Corporate Bond ETF, F/m 9-18 Month Investment Grade Corporate Bond ETF (f/k/a F/m 1-Year Investment Grade Corporate Bond ETF), F/m 2-Year Investment Grade Corporate Bond ETF, F/m 3-Year Investment Grade Corporate Bond ETF, F/m 5-Year Investment Grade Corporate Bond ETF, F/m 7-Year Investment Grade Corporate Bond ETF, F/m 10-Year Investment Grade Corporate Bond ETF, F/m 20-Year Investment Grade Corporate Bond ETF, F/m 30-Year Investment Grade Corporate Bond ETF and F/m 15+ Year Investment Grade Corporate Bond ETF) between Registrant and Quasar Distributors, LLC is incorporated herein by reference to Post-Effective Amendment No. 313 to the Registrant’s Registration Statement (No. 33-20827) filed on December 22, 2023.

		(d)	Fourth Amendment to the ETF Distribution Agreement (SGI Enhanced Global Income ETF and SGI Enhanced Core ETF) between Registrant and Quasar Distributors, LLC is incorporated herein by reference to Post-Effective Amendment No. 321 to the Registrant’s Registration Statement (No. 33-20827) filed on March 15, 2024.
		(e)	Fifth Amendment to the ETF Distribution Agreement (SGI Enhanced Nasdaq-100 ETF) between Registrant and Quasar Distributors, LLC is incorporated by reference to Post-Effective Amendment 327 to the Registrant’s Registration Statement (No. 33-20827) filed on July 19, 2024.
		(f)	Sixth Amendment to the ETF Distribution Agreement (F/m Emerald Life Sciences Innovation ETF) between Registrant and Quasar Distributors, LLC is incorporated herein by reference to Post-Effective Amendment No. 336 to the Registrant’s Registration Statement (No. 33-20827) filed on December 30, 2024.
		(g)	Seventh Amendment to the ETF Distribution Agreement (SGI Enhanced Market Leaders ETF, F/m High Yield 100 ETF and F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF) between Registrant and Quasar Distributors, LLC is incorporated herein by reference to Post-Effective Amendment No. 352 to the Registrant’s Registration Statement (No. 33-20827) filed on May 16, 2025.
		(h)	Eighth Amendment to the ETF Distribution Agreement (F/m Emerald Special Situations ETF) between Registrant and Quasar Distributors, LLC is incorporated herein by reference to Post-Effective Amendment No. 366 to the Registrant’s Registration Statement (No. 33-20827) filed on September 23, 2025.
		(i)	Ninth Amendment to the ETF Distribution Agreement (F/m Compoundr High Yield Bond ETF and F/m Compoundr U.S. Aggregate Bond ETF) between Registrant and Quasar Distributors, LLC is incorporated herein by reference to Post-Effective Amendment No. 366 to the Registrant’s Registration Statement (No. 33-20827) filed on September 23, 2025.
		(j)	Tenth Amendment to the ETF Distribution Agreement (Motley Fool Innovative Growth Factor ETF, Motley Fool Crowdsource ETF, Motley Fool Value Factor ETF, Motley Fool Enhanced Income ETF, Motley Fool International Opportunities ETF, Motley Fool Large Cap Growth ETF, Motley Fool Momentum Factor ETF, Motley Fool Multi-Factor ETF, Motley Fool Smart Volatility Factor ETF, Motley Fool 100 Equal Weight ETF, Motley Fool Next Equal Weight ETF, Motley Fool 100 Minimum Volatility ETF, Motley Fool Next Minimum Volatility ETF, Motley Fool Rising 100 ETF, and Motley Fool Rising 100 Minimum Volatility ETF ) between Registrant and Quasar Distributors, LLC is incorporated herein by reference to Post-Effective Amendment No. 387 to the Registrant’s Registration Statement (No. 33-28027) filed on February 10, 2026.

(k)

Eleventh Amendment to the ETF Distribution Agreement (F/m Compoundr Ultrashort Treasury ETF, F/m Compoundr Intermediate Treasury ETF, F/m Compoundr Long Treasury ETF) between Registrant and Quasar Distributors, LLC will be filed by amendment.

(3)

Distribution Agreement between Registrant and Quasar Distributors, LLC is incorporated herein by reference to Post-Effective Amendment No. 288 to the Registrant’s Registration Statement (No. 33-20827) filed on March 2, 2022.

		(a)	First Amendment to the Distribution Agreement between Registrant and Quasar Distributors, LLC is incorporated herein by reference to Post-Effective Amendment No. 309 to the Registrant’s Registration Statement (No. 33-20827) filed on October 13, 2023.
		(b)	Second Amendment to the Distribution Agreement between registrant and Quasar Distributors, LLC is incorporated herein by reference to Post-Effective Amendment No. 339 to the Registrant’s Registration Statement (No. 33-20827) filed on February 14, 2025.
		(c)	Third Amendment to the Distribution Agreement between Registrant and Quasar Distributors, LLC is incorporated herein by reference to Post-Effective Amendment No. 387 to the Registrant’s Registration Statement (No. 33-28027) filed on February 10, 2026.
		(d)	Fourth Amendment to the Distribution Agreement between Registrant and Quasar Distributors, LLC is incorporated herein by reference to Post-Effective Amendment No. 387 to the Registrant’s Registration Statement (No. 33-28027) filed on February 10, 2026.

(4)

Form of Authorized Participant Agreement is incorporated herein by reference to Post-Effective Amendment No. 304 to the Registrant’s Registration Statement (33-20827) filed on March 24, 2023.

(f)	Bonus or Profit Sharing Contracts.

	(1)	Form of Deferred Compensation Plan is incorporated herein by reference to Post-Effective Amendment No. 160 to the Registrant’s Registration Statement (No. 33-20827) filed on December 23, 2013.
	(2)	Form of Deferred Compensation Agreement is incorporated herein by reference to Post-Effective Amendment No. 160 to the Registrant’s Registration Statement (No. 33-20827) filed on December 23, 2013.
(g)		Custodian Agreement.
	(1)	Amended and Restated Custody Agreement between Registrant and U.S. Bank National Association dated June 30, 2019 is incorporated herein by reference to Post-Effective Amendment No. 260 to the Registrant’s Registration Statement (No. 33-20827) filed on February 14, 2020.
	(2)	First Amendment to the Amended and Restated Custody Agreement between Registrant and U.S. Bank National Association is incorporated herein by reference to Post-Effective Amendment No. 266 to the Registrant’s Registration Statement (No. 33-20827) filed on June 8, 2020.
	(3)	Second Amendment to the Amended and Restated Custody Agreement between Registrant and U.S. Bank National Association is incorporated herein by reference to Post-Effective Amendment No. 273 to the Registrant’s Registration Statement (No. 33-20827) filed on March 11, 2021.

	(4)	Third Amendment to the Amended and Restated Custody Agreement between Registrant and U.S. Bank National Association is incorporated herein by reference to Post-Effective Amendment No. 284 to the Registrant’s Registration Statement (No. 33-20827) filed on November 1, 2021.
	(5)	Fourth Amendment to the Amended and Restated Custody Agreement between Registrant and U.S. Bank National Association is incorporated herein by reference to Post-Effective Amendment No. 288 to the Registrant’s Registration Statement (No. 33-20827) filed on March 2, 2022.
	(6)	Fifth Amendment to the Amended and Restated Custody Agreement between Registrant and U.S. Bank National Association is incorporated herein by reference to Post-Effective Amendment No. 288 to the Registrant’s Registration Statement (No. 33-20827) filed on March 2, 2022.
	(7)	Sixth Amendment to the Amended and Restated Custody Agreement between Registrant and U.S. Bank National Association is incorporated herein by reference to Post-Effective Amendment No. 293 to the Registrant’s Registration Statement (No. 33-20827) filed on August 5, 2022.
	(8)	Seventh Amendment to the Amended and Restated Custody Agreement between Registrant and U.S. Bank National Association is incorporated herein by reference to Post-Effective Amendment No. 300 to the Registrant’s Registration Statement (No. 33-20827) filed on December 27, 2022.
	(9)	Eighth Amendment to the Amended and Restated Custody Agreement between Registrant and U.S. Bank National Association is incorporated herein by reference to Post-Effective Amendment No. 310 to the Registrant’s Registration Statement (No. 33-20827) filed on October 27, 2023.
	(10)	Ninth Amendment to the Amended and Restated Custody Agreement between Registrant and U.S. Bank National Association is incorporated herein by reference to Post-Effective Amendment No. 312 to the Registrant’s Registration Statement (No. 33-20827) filed on November 22, 2023.
	(11)	Tenth Amendment to the Amended and Restated Custody Agreement between Registrant and U.S. Bank National Association is incorporated herein by reference to Post-Effective Amendment No. 316 to the Registrant’s Registration Statement (No. 33-20827) filed on January 9, 2024.
	(12)	Eleventh Amendment to the Amended and Restated Custody Agreement between Registrant and U.S. Bank National Association is incorporated herein by reference to Post-Effective Amendment No. 320 to the Registrant’s Registration Statement (No. 33-20827) filed on February 26, 2024.
	(13)	Twelfth Amendment to the Amended and Restated Custody Agreement between Registrant and U.S. Bank National Association is incorporated herein by reference to Post-Effective Amendment No. 323 to the Registrant’s Registration Statement (No. 33-20827) filed on May 2, 2024.
	(14)	Thirteenth Amendment to the Amended and Restated Custody Agreement between Registrant and U.S. Bank National Association is incorporated by reference to Post-Effective Amendment 327 to the Registrant’s Registration Statement (No. 33-20827) filed on July 19, 2024.
	(15)	Fourteenth Amendment to the Amended and Restated Custody Agreement between Registrant and U.S. Bank National Association is incorporated herein by reference to Post-Effective Amendment No. 333 to the Registrant’s Registration Statement (No. 33-20827) filed on October 29, 2024.

	(16)	Fifteenth Amendment to the Amended and Restated Custody Agreement between Registrant and U.S. Bank National Association is incorporated herein by reference to Post-Effective Amendment No. 342 to the Registrant’s Registration Statement (No. 33-20827) filed on February 28, 2025.
	(17)	Sixteenth Amendment to the Amended and Restated Custody Agreement between Registrant and U.S. Bank National Association is incorporated herein by reference to Post Effective Amendment No. 359 to the Registrant’s Registrations Statement (No 33-28027) filed on July 18, 2025.
	(18)	Seventeenth Amendment to the Amended and Restated Custody Agreement between Registrant and U.S. Bank National Association is incorporated herein by reference to Post-Effective Amendment No. 366 to the Registrant’s Registration Statement (No. 33-20827) filed on September 23, 2025.
	(19)	Eighteenth Amendment to the Amended and Restated Custody Agreement between Registrant and U.S. Bank National Association is incorporated herein by reference to Post-Effective Amendment No. 366 to the Registrant’s Registration Statement (No. 33-20827) filed on September 23, 2025.
	(20)	Nineteenth Amendment to the Amended and Restated Custody Agreement between Registrant and U.S. Bank National Association is incorporated herein by reference to Post-Effective Amendment No. 381 to the Registrant’s Registration Statement (No. 33-20827) filed on December 30, 2025.
	(21)	Twentieth Amendment to the Amended and Restated Custody Agreement between Registrant and U.S. Bank National Association is incorporated herein by reference to Post-Effective Amendment No. 381 to the Registrant’s Registration Statement (No. 33-20827) filed on December 30, 2025.
	(22)	Twenty-First Amendment to the Amended and Restated Custody Agreement between Registrant and U.S. Bank National Association is filed herewith.
	(23)	Twenty-Second Amendment to the Amended and Restated Custody Agreement between Registrant and U.S. Bank National Association will be filed by amendment.
(h)		Other Material Contracts.
	(1)	Non-12b-1 Shareholder Services Plan and Related Form of Shareholder Servicing Agreement (WPG Small Cap Value Diversified Fund f/k/a WPG Small/Micro Cap Value Fund f/k/a Robeco WPG Tudor Fund – Institutional Class) is incorporated herein by reference to Post-Effective Amendment No. 100 to the Registrant’s Registration Statement (No. 33-20827) filed on November 25, 2005.
	(2)	Amended and Restated Fund Accounting Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC dated June 30, 2019 is incorporated herein by reference to Post-Effective Amendment No. 260 to the Registrant’s Registration Statement (No. 33-20827) filed on February 14, 2020.
	(3)	Amended and Restated Fund Administration Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC dated June 30, 2019 is incorporated herein by reference to Post-Effective Amendment No. 256 to the Registrant’s Registration Statement (No. 33-20827) filed on December 20, 2019.
	(4)	Amended and Restated Transfer Agent Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC dated June 30, 2019 is incorporated herein by reference to Post-Effective Amendment No. 256 to the Registrant’s Registration Statement (No. 33-20827) filed on December 20, 2019.

	(5)	First Amendment to the Amended and Restated Fund Accounting Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 266 to the Registrant’s Registration Statement (No. 33-20827) filed on June 8, 2020.
	(6)	First Amendment to the Amended and Restated Fund Administration Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 266 to the Registrant’s Registration Statement (No. 33-20827) filed on June 8, 2020.
	(7)	First Amendment to the Amended and Restated Transfer Agent Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 266 to the Registrant’s Registration Statement (No. 33-20827) filed on June 8, 2020.
	(8)	Form of Second Amendment to the Amended and Restated Fund Accounting Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 273 to the Registrant’s Registration Statement (No. 33-20827) filed on March 11, 2021.
	(9)	Form of Second Amendment to the Amended and Restated Fund Administration Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 273 to the Registrant’s Registration Statement (No. 33-20827) filed on March 11, 2021.
	(10)	Second Amendment to the Amended and Restated Transfer Agent Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 273 to the Registrant’s Registration Statement (No. 33-20827) filed on March 11, 2021.
	(11)	Third Amendment to the Amended and Restated Fund Accounting Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 273 to the Registrant’s Registration Statement (No. 33-20827) filed on March 11, 2021.
	(12)	Third Amendment to the Amended and Restated Fund Administration Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 273 to the Registrant’s Registration Statement (No. 33-20827) filed on March 11, 2021.
	(13)	Fourth Amendment to the Amended and Restated Fund Accounting Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 282 to the Registrant’s Registration Statement (No. 33-20827) filed on September 27, 2021.
	(14)	Fourth Amendment to the Amended and Restated Fund Administration Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 282 to the Registrant’s Registration Statement (No. 33-20827) filed on September 27, 2021.
	(15)	Third Amendment to the Amended and Restated Transfer Agent Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 282 to the Registrant’s Registration Statement (No. 33-20827) filed on September 27, 2021.
	(16)	Fifth Amendment to the Amended and Restated Fund Accounting Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 281 to the Registrant’s Registration Statement (No. 33-20827) filed on July 26, 2021.

	(17)	Fifth Amendment to the Amended and Restated Fund Administration Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 281 to the Registrant’s Registration Statement (No. 33-20827) filed on July 26, 2021.
	(18)	Sixth Amendment to the Amended and Restated Fund Accounting Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 288 to the Registrant’s Registration Statement (No. 33-20827) filed on March 2, 2022.
	(19)	Seventh Amendment to the Amended and Restated Fund Accounting Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 288 to the Registrant’s Registration Statement (No. 33-20827) filed on March 2, 2022.
	(20)	Sixth Amendment to the Amended and Restated Fund Administration Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 288 to the Registrant’s Registration Statement (No. 33-20827) filed on March 2, 2022.
	(21)	Seventh Amendment to the Amended and Restated Fund Administration Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 288 to the Registrant’s Registration Statement (No. 33-20827) filed on March 2, 2022.
	(22)	Fourth Amendment to the Amended and Restated Transfer Agent Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 288 to the Registrant’s Registration Statement (No. 33-20827) filed on March 2, 2022.
	(23)	Fifth Amendment to the Amended and Restated Transfer Agent Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 288 to the Registrant’s Registration Statement (No. 33-20827) filed on March 2, 2022.
	(24)	Eighth Amendment to the Amended and Restated Fund Accounting Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 293 to the Registrant’s Registration Statement (No. 33-20827) filed on August 5, 2022.
	(25)	Eighth Amendment to the Amended and Restated Fund Administration Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 293 to the Registrant’s Registration Statement (No. 33-20827) filed on August 5, 2022.
	(26)	Sixth Amendment to the Amended and Restated Transfer Agent Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 293 to the Registrant’s Registration Statement (No. 33-20827) filed on August 5, 2022.
	(27)	Ninth Amendment to the Amended and Restated Fund Accounting Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 300 to the Registrant’s Registration Statement (No. 33-20827) filed on December 27, 2022.
	(28)	Ninth Amendment to the Amended and Restated Fund Administration Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 300 to the Registrant’s Registration Statement (No. 33-20827) filed on December 27, 2022.
	(29)	Seventh Amendment to the Amended and Restated Transfer Agent Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 300 to the Registrant’s Registration Statement (No. 33-20827) filed on December 27, 2022.

	(30)	Tenth Amendment to the Amended and Restated Fund Accounting Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 310 to the Registrant’s Registration Statement (No. 33-20827) filed on October 27, 2023.
	(31)	Tenth Amendment to the Amended and Restated Fund Administration Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 310 to the Registrant’s Registration Statement (No. 33-20827) filed on October 27, 2023.
	(32)	Eighth Amendment to the Amended and Restated Transfer Agent Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 310 to the Registrant’s Registration Statement (No. 33-20827) filed on October 27, 2023.
	(33)	Form of Rule 12d1-4 Fund of Funds Investment Agreement is incorporated herein by reference to Post-Effective Amendment No. 308 to the Registrant’s Registration Statement (No. 33-20827) filed on August 30, 2023.
	(34)	Eleventh Amendment to the Amended and Restated Fund Accounting Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 312 to the Registrant’s Registration Statement (No. 33-20827) filed on November 22, 2023.
	(35)	Eleventh Amendment to the Amended and Restated Fund Administration Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 312 to the Registrant’s Registration Statement (No. 33-20827) filed on November 22, 2023.
	(36)	Ninth Amendment to the Amended and Restated Transfer Agent Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 312 to the Registrant’s Registration Statement (No. 33-20827) filed on November 22, 2023.
	(37)	Twelfth Amendment to the Amended and Restated Fund Accounting Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 316 to the Registrant’s Registration Statement (No. 33-20827) filed on January 9, 2024.
	(38)	Twelfth Amendment to the Amended and Restated Fund Administration Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 316 to the Registrant’s Registration Statement (No. 33-20827) filed on January 9, 2024.
	(39)	Tenth Amendment to the Amended and Restated Transfer Agent Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 316 to the Registrant’s Registration Statement (No. 33-20827) filed on January 9, 2024.
	(40)	Reserved.
	(41)	Thirteenth Amendment to the Amended and Restated Fund Accounting Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 320 to the Registrant’s Registration Statement (No. 33-20827) filed on February 26, 2024.
	(42)	Thirteenth Amendment to the Amended and Restated Fund Administration Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 320 to the Registrant’s Registration Statement (No. 33-20827) filed on February 26, 2024.

	(43)	Eleventh Amendment to the Amended and Restated Transfer Agent Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 320 to the Registrant’s Registration Statement (No. 33-20827) filed on February 26, 2024.
	(44)	Fourteenth Amendment to the Amended and Restated Fund Accounting Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 323 to the Registrant’s Registration Statement (No. 33-20827) filed on May 2, 2024.
	(45)	Fourteenth Amendment to the Amended and Restated Fund Administration Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 323 to the Registrant’s Registration Statement (No. 33-20827) filed on May 2, 2024.
	(46)	Twelfth Amendment to the Amended and Restated Transfer Agent Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 323 to the Registrant’s Registration Statement (No. 33-20827) filed on May 2, 2024.
	(47)	Fifteenth Amendment to the Amended and Restated Fund Accounting Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated by reference to Post-Effective Amendment 327 to the Registrant’s Registration Statement (No. 33-20827) filed on July 19, 2024.
	(48)	Fifteenth Amendment to the Amended and Restated Fund Administration Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated by reference to Post-Effective Amendment 327 to the Registrant’s Registration Statement (No. 33-20827) filed on July 19, 2024.
	(49)	Thirteenth Amendment to the Amended and Restated Transfer Agent Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated by reference to Post-Effective Amendment 327 to the Registrant’s Registration Statement (No. 33-20827) filed on July 19, 2024.
	(50)	Sixteenth Amendment to the Amended and Restated Fund Accounting Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 333 to the Registrant’s Registration Statement (No. 33-20827) filed on October 29, 2024.
	(51)	Sixteenth Amendment to the Amended and Restated Fund Administration Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 333 to the Registrant’s Registration Statement (No. 33-20827) filed on October 29, 2024.
	(52)	Fourteenth Amendment to the Amended and Restated Transfer Agent Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 333 to the Registrant’s Registration Statement (No. 33-20827) filed on October 29, 2024.
	(53)	Seventeenth Amendment to the Amended and Restated Fund Accounting Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 342 to the Registrant’s Registration Statement (No. 33-20827) filed on February 28, 2025.

	(54)	Seventeenth Amendment to the Amended and Restated Fund Administration Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 342 to the Registrant’s Registration Statement (No. 33-20827) filed on February 28, 2025.
	(55)	Fifteenth Amendment to the Amended and Restated Transfer Agent Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 342 to the Registrant’s Registration Statement (No. 33-20827) filed on February 28, 2025.
	(56)	Eighteenth Amendment to the Amended and Restated Fund Accounting Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post Effective Amendment No. 359 to the Registrant’s Registrations Statement (No 33-28027) filed on July 18, 2025.
	(57)	Eighteenth Amendment to the Amended and Restated Fund Administration Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post Effective Amendment No. 359 to the Registrant’s Registrations Statement (No 33-28027) filed on July 18, 2025.
	(58)	Sixteenth Amendment to the Amended and Restated Transfer Agent Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post Effective Amendment No. 359 to the Registrant’s Registrations Statement (No 33-28027) filed on July 18, 2025.
	(59)	Licensing Agreement (F/m High Yield 100 ETF) between F/m Investments and Bloomberg Index Services Limited is incorporated herein by reference to Post-Effective Amendment No. 345 to the Registrant’s Registration Statement (No. 33-20827) filed on April 4, 2025.
	(60)	Non-12b-1 Shareholder Services Plan (Emerald Banking & Finance Evolution Fund – Class C Shares; Emerald Growth Fund - Class C Shares) is incorporated herein by reference to Post Effective Amendment No. 359 to the Registrant’s Registrations Statement (No 33-28027) filed on July 18, 2025.
	(61)	Non-12b-1 Shareholder Services Plan (Emerald Banking & Finance Evolution Fund – Institutional Class Shares; Emerald Growth Fund - Institutional Class Shares) is incorporated herein by reference to Post Effective Amendment No. 359 to the Registrant’s Registrations Statement (No 33-28027) filed on July 18, 2025.
	(62)	Non-12b-1 Shareholder Services Plan (Emerald Banking & Finance Evolution Fund – Investor Class Shares; Emerald Growth Fund - Investor Class Shares) is incorporated herein by reference to Post Effective Amendment No. 359 to the Registrant’s Registrations Statement (No 33-28027) filed on July 18, 2025.
	(63)	Nineteenth Amendment to the Amended and Restated Fund Accounting Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 366 to the Registrant’s Registration Statement (No. 33-20827) filed on September 23, 2025.
	(64)	Nineteenth Amendment to the Amended and Restated Fund Administration Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 366 to the Registrant’s Registration Statement (No. 33-20827) filed on September 23, 2025.
	(65)	Seventeenth Amendment to the Amended and Restated Transfer Agent Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 366 to the Registrant’s Registration Statement (No. 33-20827) filed on September 23, 2025.

	(66)	Twentieth Amendment to the Amended and Restated Fund Accounting Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 366 to the Registrant’s Registration Statement (No. 33-20827) filed on September 23, 2025.
	(67)	Twentieth Amendment to the Amended and Restated Fund Administration Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 366 to the Registrant’s Registration Statement (No. 33-20827) filed on September 23, 2025.
	(68)	Eighteenth Amendment to the Amended and Restated Transfer Agent Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 366 to the Registrant’s Registration Statement (No. 33-20827) filed on September 23, 2025.
	(69)	Twenty-first Amendment to the Amended and Restated Fund Accounting Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 381 to the Registrant’s Registration Statement (No. 33-20827) filed on December 30, 2025.
	(70)	Twenty-first Amendment to the Amended and Restated Fund Administration Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 381 to the Registrant’s Registration Statement (No. 33-20827) filed on December 30, 2025.
	(71)	Nineteenth Amendment to the Amended and Restated Transfer Agent Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 381 to the Registrant’s Registration Statement (No. 33-20827) filed on December 30, 2025.
	(72)	Sublicense Agreement between the Registrant and F/m Investments LLC is incorporated herein by reference to Post-Effective Amendment No. 367 to the Registrant’s Registration Statement (No. 33-28027) filed on September 26, 2025.
	(73)	Twenty-second Amendment to the Amended and Restated Fund Accounting Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 381 to the Registrant’s Registration Statement (No. 33-20827) filed on December 30, 2025.
	(74)	Twenty-second Amendment to the Amended and Restated Fund Administration Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 381 to the Registrant’s Registration Statement (No. 33-20827) filed on December 30, 2025.
	(75)	Twentieth Amendment to the Amended and Restated Transfer Agent Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 381 to the Registrant’s Registration Statement (No. 33-20827) filed on December 30, 2025.
	(76)	Twenty-third Amendment to the Amended and Restated Fund Accounting Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is filed herewith.

	(77)	Twenty-third Amendment to the Amended and Restated Fund Administration Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is filed herewith.
	(78)	Twenty-first Amendment to the Amended and Restated Transfer Agent Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC is filed herewith.
	(79)	Twenty-fourth Amendment to the Amended and Restated Fund Accounting Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC will be filed by amendment.
	(80)	Twenty-fourth Amendment to the Amended and Restated Fund Administration Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC will be filed by amendment.
	(81)	Twenty-second Amendment to the Amended and Restated Transfer Agent Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC will be filed by amendment.
(i)	(1)	Consent of Counsel is filed herewith.
	(2)	Opinion of Counsel is filed herewith.
(j)	(1)	Not applicable.
(k)		None.
(l)		Initial Capital Agreements.
	(1)	Subscription Agreement, relating to Classes A through N, is incorporated herein by reference to Pre-Effective Amendment No. 2 to Registrant’s Registration Statement (No. 33-20827) filed on July 12, 1988, and refiled electronically with Post-Effective Amendment No. 61 to Registrant’s Registration Statement filed on October 30, 1998.
	(2)	Subscription Agreement between Registrant and Planco Financial Services, Inc., relating to Classes O and P is incorporated herein by reference to Post-Effective Amendment No. 5 to the Registrant’s Registration Statement (No. 33-20827) filed on December 14, 1990. (P)
	(3)	Subscription Agreement between Registrant and Planco Financial Services, Inc., relating to Class Q is incorporated herein by reference to Post-Effective Amendment No. 5 to the Registrant’s Registration Statement (No. 33-20827) filed on December 14, 1990. (P)
	(4)	Subscription Agreement between Registrant and Counselors Securities Inc. relating to Classes R, S, and Alpha 1 through Theta 4 is incorporated herein by reference to Post-Effective Amendment No. 7 to the Registrant’s Registration Statement (No. 33-20827) filed on July 15, 1992, and refiled electronically with Post-Effective Amendment No. 61 to Registrant’s Registration Statement filed on October 30, 1998.
	(5)	Purchase Agreement between Registrant and Boston Partners Asset Management, L.P. relating to Classes TT and UU (Boston Partners Mid Cap Value Fund) is incorporated herein by reference to Post-Effective Amendment No. 46 to the Registrant’s Registration Statement (No. 33-20827) filed on September 25, 1997.

	(6)	Purchase Agreement between Registrant and Boston Partners Asset Management, L.P. relating to Classes DDD and EEE (Boston Partners Small Cap Value Fund II (formerly Micro Cap Value)) is incorporated herein by reference to Post-Effective Amendment No. 60 to the Registrant’s Registration Statement (No. 33-20827) filed on October 29, 1998.
	(7)	Purchase Agreement between Registrant and Boston Partners Asset Management relating to Classes III and JJJ (Boston Partners Long/Short Equity Fund (formerly Market Neutral)) is incorporated herein by reference to Post-Effective Amendment No. 63 to the Registrant’s Registration Statement (No. 33-20827) filed on December 14, 1998.
	(8)	Form of Purchase Agreement between Registrant and Boston Partners Asset Management, L. P. relating to Classes KKK and LLL (Boston Partners Fund (formerly Long-Short Equity)) is incorporated herein by reference to Post-Effective Amendment No. 65 to the Registrant’s Registration Statement (No. 33-20827) filed on May 19, 1999.
	(11)	Purchase Agreement (Boston Partners All-Cap Value Fund) between Registrant and Boston Partners Asset Management, L.P. is incorporated herein by reference to Post-Effective Amendment No. 80 to the Registrant’s Registration Statement (No. 33-20827) filed on November 1, 2002.
	(12)	Purchase Agreement (WPG Partners Small Cap Value Diversified Fund f/k/a WPG Partners Small/Micro Cap Value Fund f/k/a Robeco WPG Tudor Fund) between Registrant and Weiss, Peck & Greer Investments is incorporated herein by reference to Post-Effective Amendment No. 96 to the Registrant’s Registration Statement (No. 33-20827) filed on June 6, 2005.
	(13)	Form of Purchase Agreement (Free Market U.S. Equity Fund) between Registrant and Matson Money, Inc. (f/k/a Abundance Technologies, Inc.), is incorporated herein by reference to Post-Effective Amendment No. 112 to the Registrant’s Registration Statement (No. 33-20827) filed on June 1, 2007.
	(14)	Form of Purchase Agreement (Free Market International Equity Fund) between Registrant and Matson Money, Inc. (f/k/a Abundance Technologies, Inc.), is incorporated herein by reference to Post-Effective Amendment No. 112 to the Registrant’s Registration Statement (No. 33-20827) filed on June 1, 2007.
	(15)	Form of Purchase Agreement (Free Market Fixed Income Fund) between Registrant and Matson Money, Inc. (f/k/a Abundance Technologies, Inc.), is incorporated herein by reference to Post-Effective Amendment No. 112 to the Registrant’s Registration Statement (No. 33-20827) filed on June 1, 2007.
	(16)	Purchase Agreement (Boston Partners Long/Short Research Fund f/k/a Robeco Boston Partners Long/Short Research Fund) between Registrant and Robeco Investment Management Inc. is incorporated herein by reference to Post-Effective Amendment No. 136 to the Registrant’s Registration Statement (No. 33-20827) filed on August 4, 2010.
	(17)	Form of Purchase Agreement (Boston Partners Global Equity Fund f/k/a Robeco Boston Partners Global Equity Fund) between Registrant and Robeco Investment Management Inc. is incorporated herein by reference to Post-Effective Amendment No. 142 to the Registrant’s Registration Statement (No. 33-20827) filed on October 14, 2011.
	(18)	Form of Purchase Agreement (Robeco Boston Partners International Equity Fund) between Registrant and Robeco Investment Management Inc. is incorporated herein by reference to Post-Effective Amendment No. 142 to the Registrant’s Registration Statement (No. 33-20827) filed on October 14, 2011.

	(19)	Purchase Agreement (SGI U.S. Large Cap Equity Fund, f/k/a Summit Global Investments U.S. Low Volatility Equity Fund) between Registrant and Summit Global Investments, LLC is incorporated herein by reference to Post-Effective Amendment No. 157 to the Registrant’s Registration Statement (No. 33-20827) filed on October 29, 2013.
	(20)	Form of Purchase Agreement (Boston Partners Global Long/Short Fund – Investor Class f/k/a Robeco Boston Partners Global Long/Short Fund-Investor Class) between Registrant and Robeco Investment Management Inc. is incorporated hereby by reference to Post-Effective Amendment No. 160 to the Registrant’s Registration Statement (No. 33-20827) filed on December 23, 2013.
	(21)	Form of Purchase Agreement (Boston Partners Global Long/Short Fund-Institutional Class f/k/a Robeco Boston Partners Global Long/Short Fund-Institutional Class) between Registrant and Robeco Investment Management Inc. is incorporated hereby by reference to Post-Effective Amendment No. 160 to the Registrant’s Registration Statement (No. 33-20827) filed on December 23, 2013.
	(22)	Form of Purchase Agreement (SGI Global Equity Fund f/k/a Scotia Dynamic U.S. Growth Fund) between Registrant and Scotia Institutional Asset Management US, Ltd. is incorporated herein by reference to Post-Effective Amendment No. 168 to the Registrant’s Registration Statement (No. 33-20827) filed on June 30, 2014.
	(23)	Form of Purchase Agreement (Abbey Capital Futures Strategy Fund) between Registrant and Abbey Capital Limited is incorporated herein by reference to Post-Effective Amendment No. 168 to the Registrant’s Registration Statement (No. 33-20827) filed on June 30, 2014.
	(24)	Form of Purchase Agreement (Adara Smaller Companies Fund (f/k/a Altair Smaller Companies Fund)) between Registrant and Altair Advisers LLC is incorporated herein by reference to Post-Effective Amendment No. 172 to the Registrant’s Registration Statement (No. 33-20827) filed on October 17, 2014.
	(25)	Purchase Agreement (Boston Partners Emerging Markets Dynamic Equity Fund f/k/a Boston Partners Emerging Markets Long/Short Fund) between Registrant and Robeco Investment Management, Inc. is incorporated herein by reference to Post-Effective Amendment No. 187 to the Registrant’s Registration Statement (No. 33-20827) filed on December 29, 2015.
	(26)	Reserved.
	(27)	Reserved.
	(28)	Reserved.
	(29)	Purchase Agreement (Campbell Systematic Macro Fund) between Registrant and Campbell & Company Investment Adviser LLC is incorporated herein by reference to Post-Effective Amendment No. 266 to the Registrant’s Registration Statement (No. 33-20827) filed on June 8, 2020.
	(30)	Form of Purchase Agreement (Boston Partners Emerging Markets Fund) between Registrant and Boston Partners Global Investors, Inc. is incorporated herein by reference to Post-Effective Amendment No. 226 to the Registrant’s Registration Statement (No. 33-20827) filed on August 23, 2017.
	(31)	Form of Purchase Agreement (Motley Fool 100 Index ETF) between Registrant and Motley Fool Asset Management, LLC is incorporated herein by reference to Post-Effective Amendment No. 235 to the Registrant’s Registration Statement (No. 33-20827) filed on January 19, 2018.
	(32)	Purchase Agreement (Aquarius International Fund) between Registrant and Altair Advisers LLC is incorporated herein by reference to Post-Effective Amendment No. 247 to the Registrant’s Registration Statement (No. 33-20827) filed on October 23, 2018.

	(33)	Form of Purchase Agreement (Abbey Capital Multi Asset Fund) between Registrant and Abbey Capital Limited is incorporated herein by reference to Post-Effective Amendment No. 243 to the Registrant’s Registration Statement (No. 33-20827) filed on March 23, 2018.
	(34)	Purchase Agreement (MFAM Small-Cap Growth ETF (f/k/a Motley Fool Small-Cap Growth ETF)) between Registrant and Motley Fool Asset Management, LLC is incorporated herein by reference to Post-Effective Amendment No. 247 to the Registrant’s Registration Statement (No. 33-20827) filed on October 23, 2018.
	(35)	Reserved.
	(36)	Reserved.
	(37)	Purchase Agreement (SGI U.S. Large Cap Equity VI Portfolio) between Registrant and Summit Global Investments, LLC is incorporated herein by reference to Post-Effective Amendment No. 264 to the Registrant’s Registration Statement (No. 33-20827) filed on April 28, 2020.
	(38)	Purchase Agreement (SGI Peak Growth Fund, SGI Prudent Growth Fund, and SGI Conservative Fund) between Registrant and Summit Global Investments, LLC is incorporated herein by reference to Post-Effective Amendment No. 266 to the Registrant’s Registration Statement (No. 33-20827) filed on June 8, 2020.
	(39)	Reserved.
	(40)	Purchase Agreement (Motley Fool Global Opportunities ETF and Motley Fool Mid-Cap Growth ETF) between Registrant and Motley Fool Asset Management, LLC is incorporated herein by reference to Post-Effective Amendment No. 286 to the Registrant’s Registration Statement (No. 33-20827) filed on December 20, 2021.
	(41)	Reserved.
	(42)	Purchase Agreement (Boston Partners Global Sustainability Fund and WPG Partners Select Small Cap Value Fund) between Registrant and Boston Partners Global Investors, Inc. is incorporated herein by reference to Post-Effective Amendment No. 288 to the Registrant’s Registration Statement (No. 33-20827) filed on March 2, 2022.
	(43)	Purchase Agreement (Motley Fool Next Index ETF and Motley Fool Capital Efficiency 100 Index ETF) between Registrant and Motley Fool Asset Management, LLC is incorporated herein by reference to Post-Effective Amendment No. 288 to the Registrant’s Registration Statement (No. 33-20827) filed on March 2, 2022.
	(44)	Purchase Agreement (SGI U.S. Large Cap Core ETF and SGI Dynamic Tactical ETF) between Registrant and Summit Global Investments, LLC is incorporated herein by reference to Post-Effective Amendment No. 304 to the Registrant’s Registration Statement (33-20827) filed on March 24, 2023.
	(45)	Purchase Agreement (F/m US Treasury 10 Year Note ETF, F/m US Treasury 2 Year Note ETF, and F/m US Treasury 3 Month Bill Fund – ETF Class Shares (f/k/a F/m US Treasury 3 Month Bill ETF)) between Registrant and F/m Investments LLC d/b/a North Slope Capital, LLC is incorporated herein by reference to Post-Effective Amendment No. 300 to the Registrant’s Registration Statement (No. 33-20827) filed on December 27, 2022.
	(46)	Purchase Agreement (F/m US Treasury 12 Month Bill ETF) between Registrant and F/m Investments LLC d/b/a North Slope Capital, LLC is incorporated herein by reference to Post-Effective Amendment No. 300 to the Registrant’s Registration Statement (No. 33-20827) filed on December 27, 2022.

	(47)	Purchase Agreement (Oakhurst Fixed Income Fund, Oakhurst Short Duration Bond Fund, and Oakhurst Short Duration High Yield Credit Fund) between Registrant and F/m Investments LLC d/b/a Oakhurst Capital Management, LLC is incorporated herein by reference to Post-Effective Amendment No. 313 to the Registrant’s Registration Statement (No. 33-20827) filed on December 22, 2023.
	(48)	Purchase Agreement (F/m Investments Large Cap Focused Fund – Investor Class) between Registrant and F/m Investments LLC is incorporated herein by reference to Post-Effective Amendment No. 313 to the Registrant’s Registration Statement (No. 33-20827) filed on December 22, 2023.
	(49)	Purchase Agreement (F/m Opportunistic Income ETF) between Registrant and F/m Investments LLC d/b/a North Slope Capital, LLC is incorporated herein by reference to Post-Effective Amendment No. 310 to the Registrant’s Registration Statement (No. 33-20827) filed on October 27, 2023.
	(50)	Purchase Agreement (F/m US Treasury 6 Month Bill ETF) between Registrant and F/m Investments LLC d/b/a North Slope Capital, LLC is incorporated herein by reference to Post-Effective Amendment No. 310 to the Registrant’s Registration Statement (No. 33-20827) filed on October 27, 2023.
	(51)	Purchase Agreement (F/m US Treasury 30 Year Bond ETF, F/m US Treasury 20 Year Bond ETF, F/m US Treasury 7 Year Note ETF, F/m US Treasury 5 Year Note ETF, and F/m US Treasury 3 Year Note ETF) between Registrant and F/m Investments LLC d/b/a North Slope Capital, LLC is incorporated herein by reference to Post-Effective Amendment No. 310 to the Registrant’s Registration Statement (No. 33-20827) filed on October 27, 2023.
	(52)	Purchase Agreement (SGI Enhanced Global Income ETF and SGI Enhanced Core ETF) between Registrant and Summit Global Investments, LLC is incorporated herein by reference to Post-Effective Amendment No. 320 to the Registrant’s Registration Statement (No. 33-20827) filed on February 26, 2024.
	(53)	Purchase Agreement (F/m 2-Year Investment Grade Corporate Bond ETF, F/m 3-Year Investment Grade Corporate Bond ETF, and F/m 10-Year Investment Grade Corporate Bond ETF) between Registrant and F/m Investments LLC d/b/a North Slope Capital, LLC is incorporated herein by reference to Post-Effective Amendment No. 316 to the Registrant’s Registration Statement (No. 33-20827) filed on January 9, 2024.
	(54)	Purchase Agreement (WPG Partners Select Hedged Fund) between Registrant and Boston Partners Global Investors, Inc. is incorporated herein by reference to Post-Effective Amendment No. 323 to the Registrant’s Registration Statement (No. 33-20827) filed on May 2, 2024.
	(55)	Purchase Agreement (SGI Enhanced Nasdaq-100 ETF) between Registrant and Summit Global Investments, LLC is incorporated herein by reference to Post-Effective Amendment No. 326 to the Registrant’s Registration Statement (No. 33-20827) filed on June 13, 2024.
	(56)	Purchase Agreement (F/m Emerald Life Sciences Innovation ETF) between Registrant and Emerald Mutual Fund Advisers Trust is incorporated herein by reference to Post-Effective Amendment No. 333 to the Registrant’s Registration Statement (No. 33-20827) filed on October 29, 2024.
	(57)	Form of Purchase Agreement (SGI Enhanced Market Leaders ETF) between Registrant and Summit Global Investments, LLC is incorporated herein by reference to Post-Effective Amendment No. 340 to the Registrant’s Registration Statement (No. 33-20827) filed on February 19, 2025.

	(58)	Purchase Agreement (F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF) between Registrant and F/m Investments LLC is incorporated herein by reference to Post-Effective Amendment No. 342 to the Registrant’s Registration Statement (No. 33-20827) filed on February 28, 2025.
	(59)	Purchase Agreement (F/m Yield Curve Steepening Strategy ETF, F/m Yield Curve Flattening Strategy ETF, F/m Rising Interest Rates Strategy ETF, F/m Falling Interest Rates Strategy ETF, F/m U.S. Treasury 3 Month Bill Institutional ETF, F/m Long-Term Treasury Inflation-Protected Security (TIPS) ETF, F/m Small Cap Core ETF, F/m Small Cap Growth ETF, and F/m SMID Equity ETF ) will be filed by amendment.
	(60)	Purchase Agreement (F/m High Yield 100 ETF) between Registrant and F/m Investments LLC is incorporated herein by reference to Post-Effective Amendment No. 345 to the Registrant’s Registration Statement (No. 33-20827) filed on April 4, 2025.
	(61)	Purchase Agreement (Emerald Banking & Finance Evolution Fund and Emerald Growth Fund) between Registrant and Emerald Mutual Fund Advisers Trust will be filed by amendment.
	(62)	Purchase Agreement (F/m Emerald Special Situations ETF) between Registrant and Emerald Mutual Fund Advisers Trust is incorporated herein by reference to Post-Effective Amendment No. 371 to the Registrant’s Registration Statement (No. 33-28027) filed on October 31, 2025.
	(63)	Purchase Agreement (F/m Compoundr High Yield Bond ETF and F/m Compoundr U.S. Aggregate Bond ETF) between Registrant and F/m Investments LLC is incorporated herein by reference to Post-Effective Amendment No. 362 to the Registrant’s Registration Statement (No. 33-28027) filed on August 11, 2025.
	(64)	Purchase Agreement (Motley Fool Crowdsource ETF, Motley Fool Enhanced Income ETF, Motley Fool International Opportunities ETF, Motley Fool Large Cap Growth ETF, Motley Fool Multi-Factor ETF, Motley Fool Smart Volatility Factor ETF, Motley Fool 100 Equal Weight ETF, Motley Fool Next Equal Weight ETF, Motley Fool 100 Minimum Volatility ETF, Motley Fool Next Minimum Volatility ETF, Motley Fool Rising 100 ETF, and Motley Fool Rising 100 Minimum Volatility ETF ) between Registrant and Motley Fool Asset Management, LLC will be filed by amendment.
	(65)	Purchase Agreement (F/m Ultrashort Tax-Free Municipal ETF (f/k/a F/m Callable Tax-Free Municipal ETF)) is incorporated herein by reference to Post-Effective Amendment No. 367 to the Registrant’s Registration Statement (No. 33-28027) filed on September 26, 2025.
	(66)	Reserved.
	(67)	Purchase Agreement (Motley Fool Innovative Growth Factor ETF, Motley Fool Value Factor ETF, and Motley Fool Momentum Factor ETF) between Registrant and Motley Fool Asset Management, LLC is incorporated herein by reference to Post-Effective Amendment No. 377 to the Registrant’s Registration Statement (No. 33-28027) filed on December 4, 2025.

	(68)	Purchase Agreement (F/m Compoundr Ultrashort Treasury ETF) between Registrant and F/m Investments LLC is incorporated herein by reference to Post-Effective Amendment No. 381 to the Registrant’s Registration Statement (No. 33-20827) filed on December 30, 2025.
	(69)	Purchase Agreement (F/m Compoundr Intermediate Treasury ETF, F/m Compoundr Long Treasury ETF) between Registrant and F/m Investments LLC will be filed by amendment.
(m)		Rule 12b-1 Plan.
	(1)	Plan of Distribution (Boston Partners Mid Cap Value Fund - Investor Class) is incorporated herein by reference to Post-Effective Amendment No. 45 to the Registrant’s Registration Statement (No. 33-20827) filed on May 9, 1997.
	(2)	Plan of Distribution (Boston Partners Small Cap Value Fund II (formerly Micro Cap Value) - Investor Class) is incorporated herein by reference to Post-Effective Amendment No. 53 to the Registrant’s Registration Statement (No. 33-20827) filed on April 10, 1998.
	(3)	Amendment to Plans of Distribution pursuant to Rule 12b-1 is incorporated herein by reference to Post-Effective Amendment No. 63 to the Registrant’s Registration Statement (No. 33-20827) filed on December 14, 1998.
	(4)	Plan of Distribution (Boston Partners Long/Short Equity Fund (formerly Market Neutral) - Investor Class) is incorporated herein by reference to Post-Effective Amendment No. 62 to the Registrant’s Registration Statement (No. 33-20827) filed on November 12, 1998.
	(5)	Plan of Distribution (Boston Partners Fund (formerly Long Short Equity) - Investor Class) is incorporated herein by reference to Post-Effective Amendment No. 65 to the Registrant’s Registration Statement (No. 33-20827) filed on May 19, 1999.
	(6)	Plan of Distribution pursuant to Rule 12b-1 (Boston Partners All-Cap Value Fund) is incorporated herein by reference to Post-Effective Amendment No. 80 to the Registrant’s Registration Statement (No. 33-20827) filed on November 1, 2002.
	(7)	Plan of Distribution pursuant to Rule 12b-1 (Boston Partners Long/Short Research Fund-Investor Class f/k/a Robeco Boston Partners Long/Short Research Fund — Investor Class) is incorporated herein by reference to Post-Effective Amendment No. 141 to the Registrant’s Registration Statement (No. 33-20827) filed on December 28, 2010.
	(8)	Plan of Distribution pursuant to Rule 12b-1 (Boston Partners Global Equity Fund-Investor Class f/k/a Robeco Boston Partners Global Equity Fund — Investor Class) is incorporated herein by reference to Post-Effective Amendment No. 142 to the Registrant’s Registration Statement (No. 33-20827) filed on October 14, 2011.
	(9)	Plan of Distribution pursuant to Rule 12b-1 (Robeco Boston Partners International Equity Fund — Investor Class) is incorporated herein by reference to Post-Effective Amendment No. 142 to the Registrant’s Registration Statement (No. 33-20827) filed on October 14, 2011.
	(10)	Plan of Distribution pursuant to Rule 12b-1 (SGI U.S. Large Cap Equity Fund, f/k/a Summit Global Investments U.S. Low Volatility Equity Fund — Retail Class) is incorporated by reference to Post-Effective Amendment No. 144 to Registrant’s Registration Statement (No. 33-20827) filed on December 15, 2011.
	(11)	Plan of Distribution pursuant to Rule 12b-1 (SGI U.S. Large Cap Equity Fund, f/k/a Summit Global Investments U.S. Low Volatility Equity Fund – Class A) is incorporated by reference to Post-Effective Amendment No. 144 to Registrant’s Registration Statement (No. 33-20827) filed on December 15, 2011.

	(12)	Plan of Distribution pursuant to Rule 12b-1 (Boston Partners Global Long/Short Fund – Investor Class f/k/a Robeco Boston Partners Global Long/Short Fund — Investor Class) is incorporated herein by reference to Post-Effective Amendment No. 154 to the Registrant’s Registration Statement (No. 33-20827) filed on July 11, 2013.
	(13)	Plan of Distribution pursuant to Rule 12b-1 (Abbey Capital Futures Strategy Fund — Class A) is incorporated herein by reference to Post-Effective Amendment No. 168 to the Registrant’s Registration Statement (No. 33-20827) filed on June 30, 2014.
	(14)	Plan of Distribution pursuant to Rule 12b-1 (Abbey Capital Futures Strategy Fund — Class C) is incorporated herein by reference to Post-Effective Amendment No. 168 to the Registrant’s Registration Statement (No. 33-20827) filed on June 30, 2014.
	(15)	Plan of Distribution pursuant to Rule 12b-1 (SGI U.S. Large Cap Equity Fund, f/k/a Summit Global Investments U.S. Low Volatility Equity Fund —Class C) is incorporated herein by reference to Post-Effective Amendment No. 184 to the Registrant’s Registration Statement (No. 33-20827) filed on October 30, 2015.
	(16)	Reserved
	(17)	Plan of Distribution pursuant to Rule 12b-1 (SGI U.S. Small-Cap Equity Fund, f/k/a Summit Global Investments Small Cap Low Volatility Fund – Class C) is incorporated herein by reference to Post-Effective Amendment No. 195 to the Registrant’s Registration Statement (No. 33-20827) filed on March 30, 2016.
	(18)	Plan of Distribution pursuant to Rule 12b-1 (Abbey Capital Futures Strategy Fund — Class T) is incorporated herein by reference to Post-Effective Amendment No. 216 to the Registrant’s Registration Statement (No. 33-20827) filed on April 10, 2017.
	(19)	Reserved.
	(20)	Reserved.
	(21)	Plan of Distribution pursuant to Rule 12b-1 (Campbell Systematic Macro Fund — Class A) is incorporated herein by reference to Post-Effective Amendment No. 257 to the Registrant’s Registration Statement (No. 33-20827) filed on December 27, 2019.
	(22)	Plan of Distribution pursuant to Rule 12b-1 (Campbell Systematic Macro Fund — Class P) is incorporated herein by reference to Post-Effective Amendment No. 257 to the Registrant’s Registration Statement (No. 33-20827) filed on December 27, 2019.
	(23)	Plan of Distribution pursuant to Rule 12b-1 (Campbell Systematic Macro Fund — Class C) is incorporated herein by reference to Post-Effective Amendment No. 257 to the Registrant’s Registration Statement (No. 33-20827) filed on December 27, 2019.
	(24)	Plan of Distribution pursuant to Rule 12b-1 (SGI Global Equity Fund, f/k/a Summit Global Investments Global Low Volatility Fund – Class A Shares (formerly Class II Shares)) is incorporated herein by reference to Post-Effective Amendment No. 232 to the Registrant’s Registration Statement (No. 33-20827) filed on December 28, 2017.
	(25)	Plan of Distribution pursuant to Rule 12b-1 (SGI Global Equity Fund, f/k/a Summit Global Investments Global Low Volatility Fund – Class C Shares (formerly Institutional Shares)) is incorporated herein by reference to Post-Effective Amendment No. 232 to the Registrant’s Registration Statement (No. 33-20827) filed on December 28, 2017.

	(26)	Plan of Distribution pursuant to Rule 12b-1 (Abbey Capital Multi Asset Fund – Class A Shares) is incorporated herein by reference to Post-Effective Amendment No. 243 to the Registrant’s Registration Statement (No. 33-20827) filed on March 23, 2018.
	(27)	Plan of Distribution pursuant to Rule 12b-1 (Abbey Capital Multi Asset Fund – Class C Shares) is incorporated herein by reference to Post-Effective Amendment No. 243 to the Registrant’s Registration Statement (No. 33-20827) filed on March 23, 2018.
	(28)	Reserved.
	(29)	Plan of Distribution pursuant to Rule 12b-1 (Oakhurst Fixed Income Fund – Retail Shares) will be filed by amendment.
	(30)	Plan of Distribution pursuant to Rule 12b-1 (F/m Investments Large Cap Focused Fund – Investor Class) is incorporated by reference to Post-Effective Amendment 327 to the Registrant’s Registration Statement (No. 33-20827) filed on July 19, 2024.
	(31)	Plan of Distribution pursuant to Rule 12b-1 (Emerald Banking & Finance Evolution Fund – Class A Shares) is incorporated herein by reference to Post Effective Amendment No. 359 to the Registrant’s Registrations Statement (No 33-28027) filed on July 18, 2025.
	(32)	Plan of Distribution pursuant to Rule 12b-1 (Emerald Banking & Finance Evolution Fund – Class C Shares) is incorporated herein by reference to Post Effective Amendment No. 359 to the Registrant’s Registrations Statement (No 33-28027) filed on July 18, 2025.
	(33)	Plan of Distribution pursuant to Rule 12b-1 (Emerald Banking & Finance Evolution Fund – Investor Class Shares) is incorporated herein by reference to Post Effective Amendment No. 359 to the Registrant’s Registrations Statement (No 33-28027) filed on July 18, 2025.
	(34)	Plan of Distribution pursuant to Rule 12b-1 (Emerald Growth Fund – Class A Shares) is incorporated herein by reference to Post Effective Amendment No. 359 to the Registrant’s Registrations Statement (No 33-28027) filed on July 18, 2025.
	(35)	Plan of Distribution pursuant to Rule 12b-1 (Emerald Growth Fund – Class C Shares) is incorporated herein by reference to Post Effective Amendment No. 359 to the Registrant’s Registrations Statement (No 33-28027) filed on July 18, 2025.
	(36)	Plan of Distribution pursuant to Rule 12b-1 (Emerald Growth Fund – Investor Class Shares) is incorporated herein by reference to Post Effective Amendment No. 359 to the Registrant’s Registrations Statement (No 33-28027) filed on July 18, 2025.
(n)		Rule 18f-3 Plan.
	(1)	Amended Rule 18f-3 Plan will be filed by amendment.
(o)		Reserved.
(p)		Code of Ethics.
	(1)	Code of Ethics of the Registrant is filed herewith.
	(2)	Code of Ethics of Boston Partners Global Investors, Inc. is filed herewith.
	(3)	Code of Ethics of Matson Money, Inc. is filed herewith.
	(4)	Code of Ethics of Foreside Financial Group, LLC is filed herewith.
	(5)	Code of Ethics of Summit Global Investments, LLC is filed herewith.
	(6)	Code of Ethics of Abbey Capital Limited is filed herewith.
	(7)	Code of Ethics of Altair Advisers LLC is filed herewith.

	(8)	Code of Ethics of Aperio Group, LLC is filed herewith.
	(9)	Code of Ethics of Driehaus Capital Management LLC is filed herewith.
	(10)	Code of Ethics of Pacific Ridge Capital Partners, LLC is incorporated herein by reference to Post-Effective Amendment No. 333 to the Registrant’s Registration Statement (No. 33-20827) filed on October 29, 2024.
	(11)	Code of Ethics of Pier Capital LLC is incorporated herein by reference to Post-Effective Amendment No. 377 to the Registrant’s Registration Statement (No. 33-28027) filed on December 4, 2025.
	(12)	Code of Ethics of River Road Asset Management, LLC is incorporated herein by reference to Post-Effective Amendment No. 366 to the Registrant’s Registration Statement (No. 33-20827) filed on September 23, 2025.
	(13)	Code of Ethics of Campbell & Company Investment Adviser LLC is filed herewith.
	(14)	Code of Ethics of Motley Fool Asset Management, LLC is incorporated herein by reference to Post-Effective Amendment No. 339 to the Registrant’s Registration Statement (No. 33-20827) filed on February 14, 2025.
	(15)	Code of Ethics of Mawer Investment Management Ltd. is filed herewith.
	(16)	Code of Ethics of Vigilant Distributors, LLC is incorporated herein by reference to Post Effective Amendment No. 359 to the Registrant’s Registrations Statement (No 33-28027) filed on July 18, 2025.
	(17)	Code of Ethics of F/m Investments LLC is incorporated herein by reference to Post-Effective Amendment No. 377 to the Registrant’s Registration Statement (No. 33-28027) filed on December 4, 2025.
	(18)	Code of Ethics of Emerald Mutual Fund Advisers Trust is filed herewith.
	(19)	Code of Ethics of SG Trading Solutions, LLC is filed herewith.

Item 29.

PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

None.

Item 30.

INDEMNIFICATION

Sections 1, 2, 3 and 4 of Article VIII of Registrant’s Articles of Incorporation, as amended, incorporated herein by reference as Exhibits (a)(1) and (a)(3), provide as follows:

Section 1. To the fullest extent that limitations on the liability of directors and officers are permitted by the Maryland General Corporation Law, no director or officer of the Corporation shall have any liability to the Corporation or its shareholders for damages. This limitation on liability applies to events occurring at the time a person serves as a director or officer of the Corporation whether or not such person is a director or officer at the time of any proceeding in which liability is asserted.

Section 2. The Corporation shall indemnify and advance expenses to its currently acting and its former directors to the fullest extent that indemnification of directors is permitted by the Maryland General Corporation Law. The Corporation shall indemnify and advance expenses to its officers to the same extent as its directors and to such further extent as is consistent with law. The Board of Directors may by law, resolution or agreement make further provision for indemnification of directors, officers, employees and agents to the fullest extent permitted by the Maryland General Corporation law.

Section 3. No provision of this Article shall be effective to protect or purport to protect any director or officer of the Corporation against any liability to the Corporation or its security holders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.

Section 4. References to the Maryland General Corporation Law in this Article are to the law as from time to time amended. No further amendment to the Articles of Incorporation of the Corporation shall decrease, but may expand, any right of any person under this Article based on any event, omission or proceeding prior to such amendment. Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Registrant pursuant to the foregoing provisions, or otherwise, Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Registrant of expenses incurred or paid by a director, officer or controlling person of Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Section 12 of the Investment Advisory Agreement between Registrant and Boston Partners Global Investors, Inc. (“Boston Partners”) (f/k/a Robeco Investment Management, Inc.), incorporated herein by reference to exhibit (d)(9), provides for the indemnification of Boston Partners against certain losses.

Section 12 of each of the Investment Advisory Agreements between the Registrant and Matson Money, Inc. (f/k/a Abundance Technologies, Inc.), (“Matson Money”) incorporated herein by reference as exhibits (d)(3) and (d)(39) provides for the indemnification of Matson Money against certain losses.

Section 12 of each of the Investment Advisory Agreements between the Registrant and Summit Global Investments, LLC (“SGI”) incorporated herein by reference as exhibits (d)(7), (d)(11), (d)(81), (d)(86), (d)(102), (d)(111), (d)(122), (d)(125), and (d)(130) provides for the indemnification of SGI against certain losses.

Section 12 of each of the Investment Advisory Agreements with Abbey Capital Limited (“Abbey Capital”) incorporated herein by reference as exhibits (d)(13), (d)(60) and (d)(61) provides for the indemnification of Abbey Capital against certain losses.

Section 13 of each of the Investment Advisory Agreements with Abbey Capital incorporated herein by reference as exhibits (d)(14) and (d)(71) provides for the indemnification of Abbey Capital against certain losses.

Section 12 of each of the Investment Advisory Agreements between the Registrant and Altair Advisers LLC (“Altair”) incorporated herein by reference as exhibits (d)(23) and (d)(55) provide for indemnification of Altair against certain losses.

Section 12 of each of the Investment Advisory Agreements between the Registrant and Campbell & Company Investment Adviser LLC (“CCIA”) incorporated herein by reference as exhibits (d)(46) and (d)(47) provide for indemnification of CCIA against certain losses.

Section 12 of each of the Investment Advisory Agreements between the Registrant and Motley Fool Asset Management, LLC (“Motley Fool”) incorporated herein by reference to exhibits (d)(54), (d)(73), (d)(104), (d)(109), and (d)(140) provides for indemnification of Motley Fool against certain losses.

Section 12 of the Investment Advisory Agreement between the Registrant and F/m Investments LLC (“F/m”) incorporated herein by reference to exhibits (d)(113), (d)(115), (d)(118), (d)(120), (d)(121), (d)(127), (d)(132), (d)(133), (d)(137), (d)(139), and (d)(144) provide for the indemnification of F/m against certain losses.

Section 12 of the Investment Advisory Agreements between the Registrant and Emerald Mutual Fund Advisers Trust (“Emerald”) incorporated herein by reference to exhibits (d)(134) provides for indemnification of Emerald against certain losses.

Section 8 of the Distribution Agreement between Registrant and Vigilant Distributors, LLC incorporated herein by reference to exhibit (e)(1) provides for the indemnification of Vigilant Distributors, LLC against certain losses.

Section 6 of the Distribution Agreement between Registrant and Quasar Distributors, LLC incorporated herein by reference to exhibit (e)(2) provides for the indemnification of Quasar Distributors, LLC against certain losses.

Section 9 of the Distribution Agreement between Registrant and Quasar Distributors, LLC incorporated herein by reference to exhibit (e)(3) provides for the indemnification of Quasar Distributors, LLC against certain losses.

Item 31.

BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISERS.

1. Boston Partners Global Investors, Inc.

The sole business activity of Boston Partners Global Investors, Inc. (“Boston Partners”), One Beacon Street, 30^thFloor, Boston, Massachusetts 02108, is to serve as an investment adviser. Boston Partners provides investment advisory services to the Boston Partners Funds and the WPG Partners Funds. Boston Partners is registered under the Investment Advisers Act of 1940 and serves as an investment adviser to domestic and foreign institutional investors, investment companies, commingled trust funds, private investment partnerships and collective investment vehicles. Below is a list of each executive officer and director of Boston Partners indicating each business, profession, vocation or employment of a substantial nature in which each such person has been engaged within the last two years, for his or her own account or in the capacity of director, officer, partner or trustee.

Name and Position with Boston Partners	Other Companies	Position With Other Companies
Joseph F. Feeney, Jr. Director, Chief Executive Officer & Chief Investment Officer	Boston Partners Trust Company	Chief Investment Officer
Mark E. Donovan Director, Senior Portfolio Manager
William G. Butterly, III General Counsel, Director of Sustainability & Engagement, & Secretary	Boston Partners Securities, L.L.C.	Chief Legal Officer
	Boston Partners Trust Company	General Counsel, Secretary & Director
	Boston Partners (UK) Limited	Director & Secretary

Mark S. Kuzminskas Chief Operating Officer	Boston Partners Trust Company	Director & Chief Operating Officer
	Boston Partners (UK) Limited	Director & Chief Operating Officer
Kenneth Lengieza Chief Compliance Officer
Greg A. Varner Chief Financial Officer & Treasurer	Boston Partners Trust Company	Chief Financial Officer & Treasurer
	Boston Partners (UK) Limited	Director & Chief Financial Officer
Stan H. Koyanagi Director, Chairperson of the Board of Directors	ORIX Corporation	Director, Managing Executive Officer and Global General Counsel
	ORIX Corporation Europe N.V.	Director & General Counsel
	ORIX Corporation USA	Director & General Counsel
Jeffrey A. Finley Director	ORIX Corporation USA	Head of Corporate Development and Strategic Opportunities; Chief Operating Officer of ORIX Capital Partners, a subsidiary of ORIX Corporation USA
Kiyoshi Habiro Director	ORIX Corporation Europe N.V.	ORIX Corporation Europe N.V.
	Director & Chief Executive Officer	Director & Chief Executive Officer
	OCE Nederland B.V.	OCE Nederland B.V.
	Director	Director
	OCE US Holding, Inc.	OCE US Holding, Inc.
	Director	Director
	Canara Robeco Asset Management Company Limited	Canara Robeco Asset Management Company Limited
Gilbert O. J. Van Hassel Director	Harbor Capital Advisors, Inc.	Director; Senior Managing Director, Group Head of ORIX USA Asset Management & Executive Chairman, ORIX Global Asset Management
David G. Van Hooser Director	Harbor Capital Advisors, Inc.	Director (Chairman of the Board of Directors)

2. Matson Money, Inc.:

The sole business activity of Matson Money, Inc. (“Matson Money”), 5955 Deerfield Blvd., Mason, Ohio 45040, is to serve as an investment adviser. Matson Money is registered under the Investment Advisers Act of 1940.

Below is a list of each executive officer and director of Matson Money indicating each business, profession, vocation or employment of a substantial nature in which each such person has been engaged within the last two years, for his or her own account or in the capacity of director, officer, partner or trustee.

Name and Position with Matson Money, Inc.	Name of Other Company	Position With Other Company
Mark E. Matson CEO	Keep It Tight Fitness, LLC	50% owner
Mark E. Matson CEO	The Matson Family Foundation	100% owner
Michelle Matson Vice President/ Secretary	None	None
Daniel J. List Chief Compliance Officer	None	None

3. Summit Global Investments, LLC:

The sole business activity of Summit Global Investments, LLC (“SGI”), 620 South Main Street, Bountiful, Utah 84010, is to serve as an investment adviser. SGI is registered under the Investment Advisers Act of 1940. The only employment of a substantial nature of each of SGI’s directors and officers is with SGI.

4. Abbey Capital Limited:

Abbey Capital Limited (“Abbey Capital”), 8 St. Stephen’s Green, Dublin 2, Ireland, is registered under the Investment Advisers Act of 1940. The only employment of a substantial nature of each of Abbey Capital’s directors and officers is with Abbey Capital.

5. Altair Advisers LLC:

Altair Advisers LLC (“Altair”), 225 West Washington Street, Chicago, Illinois 60606, is registered under the Investment Advisers Act of 1940. The only employment of a substantial nature of each of Altair’s directors and officers is with Altair.

6. Campbell & Company Investment Adviser LLC:

The principal business activity of Campbell & Company Investment Adviser LLC (“CCIA”), 2850 Quarry Lake Drive, Baltimore, Maryland 21209, is to serve as an investment adviser. CCIA is registered under the Investment Advisers Act of 1940.

Below is a list of each executive officer and director of CCIA indicating each business, profession, vocation or employment of a substantial nature in which each such person has been engaged within the last two years, for his or her own account or in the capacity of director, officer, partner or trustee.

Name and Position with CCIA	Name of Other Company	Position With Other Company
Dr. Kevin Cole Chief Executive Officer and Chief Investment Officer	Campbell & Company, LP	Chief Executive Officer and Chief Investment Officer
	Campbell & Company, LLC	Director and Chief Executive Officer
	Campbell Absolute Return F1 (Cayman)	Director
	Campbell Systematic Macro Offshore Limited	Director
Thomas P. Lloyd General Counsel, Chief Compliance Officer & Secretary	Campbell & Company, LP	General Counsel, Chief Compliance Officer, and Secretary
	Campbell & Company, LLC	Director, General Counsel and Secretary
	Campbell Financial Services, LLC	Director, President, Chief Compliance Officer, and Secretary
	Campbell Absolute Return F1 (Cayman)	Director
	Campbell Systematic Macro Offshore Limited	Director
	Campbell Offshore Fund Limited SPC	Director
John R. Radle Chief Operating Officer	Campbell & Company, LP	Chief Operating Officer and Treasurer
	Campbell & Company, LLC	Director and Chief Operating Officer
	Campbell Financial Services, LLC	Director and Chief Operating Officer
	Campbell Absolute Return F1 (Cayman)	Director
	Campbell Systematic Macro Offshore Limited	Director

7. Motley Fool Asset Management, LLC:

A description of any other business, profession, vocation, or employment of a substantial nature in which Motley Fool Asset Management, LLC and each director, officer, or partner of Motley Fool Asset Management, LLC is or has been engaged within the last two fiscal years for his or her own account or in the capacity of director, employee, partner or trustee, is set forth in the Form ADV of Motley Fool Asset Management, LLC, as filed with the SEC on December 23, 2025, and is incorporated herein by this reference.

8. F/m Investments LLC:

A description of any other business, profession, vocation, or employment of a substantial nature in which F/m Investments LLC and each director, officer, or partner of F/m Investments LLC is or has been engaged within the last two fiscal years for his or her own account or in the capacity of director, employee, partner or trustee, is set forth in the Form ADV of F/m Investments LLC, as filed with the SEC on April 3, 2025, and is incorporated herein by this reference.

9. Emerald Mutual Fund Advisers Trust:

A description of any other business, profession, vocation, or employment of a substantial nature in which Emerald Mutual Fund Advisers Trust and each director, officer, or partner of Emerald Mutual Fund Advisers Trust is or has been engaged within the last two fiscal years for his or her own account or in the capacity of director, employee, partner or trustee, is set forth in the Form ADV of Emerald Mutual Fund Advisers Trust, as filed with the SEC on March 25, 2025, and is incorporated herein by this reference.

Item 32.

PRINCIPAL UNDERWRITER

(a)(1) Quasar Distributors, LLC (“Quasar”) serves as principal underwriter for the following investment companies registered under the Investment Company Act of 1940, as amended:

1.	Capital Advisors Growth Fund, Series of Advisors Series Trust
2.	Chase Growth Fund, Series of Advisors Series Trust
3.	Davidson Multi Cap Equity Fund, Series of Advisors Series Trust
4.	Edgar Lomax Value Fund, Series of Advisors Series Trust
5.	First Sentier American Listed Infrastructure Fund, Series of Advisors Series Trust
6.	First Sentier Global Listed Infrastructure Fund, Series of Advisors Series Trust
7.	Fort Pitt Capital Total Return Fund, Series of Advisors Series Trust
8.	Huber Large Cap Value Fund, Series of Advisors Series Trust
9.	Huber Mid Cap Value Fund, Series of Advisors Series Trust
10.	Huber Select Large Cap Value Fund, Series of Advisors Series Trust
11.	Huber Small Cap Value Fund, Series of Advisors Series Trust
12.	Logan Capital Broad Innovative Growth ETF, Series of Advisors Series Trust
13.	Medalist Partners MBS Total Return Fund, Series of Advisors Series Trust
14.	Medalist Partners Short Duration Fund, Series of Advisors Series Trust
15.	O’Shaughnessy Market Leaders Value Fund, Series of Advisors Series Trust
16.	PIA BBB Bond Fund, Series of Advisors Series Trust
17.	PIA High Yield (MACS) Fund, Series of Advisors Series Trust
18.	PIA High Yield Fund, Series of Advisors Series Trust
19.	PIA MBS Bond Fund, Series of Advisors Series Trust
20.	PIA Short-Term Securities Fund, Series of Advisors Series Trust
21.	Poplar Forest Cornerstone Fund, Series of Advisors Series Trust
22.	Poplar Forest Partners Fund, Series of Advisors Series Trust
23.	Pzena Emerging Markets Value Fund, Series of Advisors Series Trust
24.	Pzena International Small Cap Value Fund, Series of Advisors Series Trust
25.	Pzena International Value Fund, Series of Advisors Series Trust
26.	Pzena Mid Cap Value Fund, Series of Advisors Series Trust

27.	Pzena Small Cap Value Fund, Series of Advisors Series Trust
28.	Reverb ETF, Series of Advisors Series Trust
29.	Scharf Fund, Series of Advisors Series Trust
30.	Scharf Global Opportunity Fund, Series of Advisors Series Trust
31.	Scharf Multi-Asset Opportunity Fund, Series of Advisors Series Trust
32.	Shenkman Capital Floating Rate High Income Fund, Series of Advisors Series Trust
33.	Shenkman Capital Short Duration High Income Fund, Series of Advisors Series Trust
34.	VegTech Plant-based Innovation & Climate ETF, Series of Advisors Series Trust
35.	The Aegis Funds
36.	Allied Asset Advisors Funds
37.	Angel Oak Funds Trust
38.	Angel Oak Strategic Credit Fund
39.	Barrett Opportunity Fund, Inc.
40.	Brookfield Investment Funds
41.	Buffalo Funds
42.	Cushing^®Mutual Funds Trust
43.	DoubleLine Funds Trust
44.	EA Series Trust (f/k/a Alpha Architect ETF Trust)
45.	Ecofin Tax-Advantaged Social Impact Fund, Inc.
46.	AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF, Series of ETF Series Solutions
47.	AAM Low Duration Preferred and Income Securities ETF, Series of ETF Series Solutions
48.	AAM S&P 500 Emerging Markets High Dividend Value ETF, Series of ETF Series Solutions
49.	AAM S&P 500 High Dividend Value ETF, Series of ETF Series Solutions
50.	AAM S&P Developed Markets High Dividend Value ETF, Series of ETF Series Solutions
51.	AAM Transformers ETF, Series of ETF Series Solutions
52.	AlphaMark Actively Managed Small Cap ETF, Series of ETF Series Solutions
53.	Aptus Collared Income Opportunity ETF, Series of ETF Series Solutions
54.	Aptus Defined Risk ETF, Series of ETF Series Solutions
55.	Aptus Drawdown Managed Equity ETF, Series of ETF Series Solutions
56.	Aptus Enhanced Yield ETF, Series of ETF Series Solutions
57.	Aptus Large Cap Enhanced Yield ETF, Series of ETF Series Solutions
58.	Bahl & Gaynor Income Growth ETF, Series of ETF Series Solutions
59.	Blue Horizon BNE ETF, Series of ETF Series Solutions
60.	BTD Capital Fund, Series of ETF Series Solutions
61.	Carbon Strategy ETF, Series of ETF Series Solutions
62.	Cboe Vest 10 Year Interest Rate Hedge ETF, Series of ETF Series Solutions
63.	ClearShares OCIO ETF, Series of ETF Series Solutions
64.	ClearShares Piton Intermediate Fixed Income Fund, Series of ETF Series Solutions
65.	ClearShares Ultra-Short Maturity ETF, Series of ETF Series Solutions
66.	Distillate International Fundamental Stability & Value ETF, Series of ETF Series Solutions
67.	Distillate Small/Mid Cash Flow ETF, Series of ETF Series Solutions
68.	Distillate U.S. Fundamental Stability & Value ETF, Series of ETF Series Solutions
69.	ETFB Green SRI REITs ETF, Series of ETF Series Solutions
70.	Hoya Capital High Dividend Yield ETF, Series of ETF Series Solutions
71.	Hoya Capital Housing ETF, Series of ETF Series Solutions
72.	iBET Sports Betting & Gaming ETF, Series of ETF Series Solutions
73.	International Drawdown Managed Equity ETF, Series of ETF Series Solutions
74.	LHA Market State Alpha Seeker ETF, Series of ETF Series Solutions
75.	LHA Market State Tactical Beta ETF, Series of ETF Series Solutions
76.	LHA Market State Tactical Q ETF, Series of ETF Series Solutions
77.	LHA Risk-Managed Income ETF, Series of ETF Series Solutions

78.	Loncar Cancer Immunotherapy ETF, Series of ETF Series Solutions
79.	Loncar China BioPharma ETF, Series of ETF Series Solutions
80.	McElhenny Sheffield Managed Risk ETF, Series of ETF Series Solutions
81.	Nationwide Dow Jones^®Risk-Managed Income ETF, Series of ETF Series Solutions
82.	Nationwide Nasdaq-100 Risk-Managed Income ETF, Series of ETF Series Solutions
83.	Nationwide Russell 2000^®Risk-Managed Income ETF, Series of ETF Series Solutions
84.	Nationwide S&P 500^®Risk-Managed Income ETF, Series of ETF Series Solutions
85.	NETLease Corporate Real Estate ETF, Series of ETF Series Solutions
86.	Opus Small Cap Value ETF, Series of ETF Series Solutions
87.	Roundhill Acquirers Deep Value ETF, Series of ETF Series Solutions
88.	The Acquirers Fund, Series of ETF Series Solutions
89.	U.S. Global GO GOLD and Precious Metal Miners ETF, Series of ETF Series Solutions
90.	U.S. Global JETS ETF, Series of ETF Series Solutions
91.	U.S. Global Sea to Sky Cargo ETF, Series of ETF Series Solutions
92.	US Vegan Climate ETF, Series of ETF Series Solutions
93.	First American Funds, Inc.
94.	FundX Investment Trust
95.	The Glenmede Fund, Inc.
96.	The Glenmede Portfolios
97.	The GoodHaven Funds Trust
98.	Harding, Loevner Funds, Inc.
99.	Hennessy Funds Trust
100.	Horizon Funds
101.	Hotchkis & Wiley Funds
102.	Intrepid Capital Management Funds Trust
103.	Jacob Funds Inc.
104.	The Jensen Quality Growth Fund Inc.
105.	Kirr, Marbach Partners Funds, Inc.
106.	Leuthold Funds, Inc.
107.	Core Alternative ETF, Series of Listed Funds Trust
108.	Wahed Dow Jones Islamic World ETF, Series of Listed Funds Trust
109.	Wahed FTSE USA Shariah ETF, Series of Listed Funds Trust
110.	LKCM Funds
111.	LoCorr Investment Trust
112.	MainGate Trust
113.	ATAC Rotation Fund, Series of Managed Portfolio Series
114.	Coho Relative Value Equity Fund, Series of Managed Portfolio Series
115.	Coho Relative Value ESG Fund, Series of Managed Portfolio Series
116.	Cove Street Capital Small Cap Value Fund, Series of Managed Portfolio Series
117.	Ecofin Global Energy Transition Fund, Series of Managed Portfolio Series
118.	Ecofin Global Renewables Infrastructure Fund, Series of Managed Portfolio Series
119.	Ecofin Global Water ESG Fund, Series of Managed Portfolio Series
120.	Ecofin Sustainable Water Fund, Series of Managed Portfolio Series
121.	Jackson Square Large-Cap Growth Fund, Series of Managed Portfolio Series
122.	Jackson Square SMID-Cap Growth Fund, Series of Managed Portfolio Series
123.	Kensington Active Advantage Fund, Series of Managed Portfolio Series
124.	Kensington Defender Fund, Series of Managed Portfolio Series
125.	Kensington Dynamic Growth Fund, Series of Managed Portfolio Series
126.	Kensington Managed Income Fund, Series of Managed Portfolio Series
127.	LK Balanced Fund, Series of Managed Portfolio Series
128.	Muhlenkamp Fund, Series of Managed Portfolio Series

129.	Nuance Concentrated Value Fund, Series of Managed Portfolio Series
130.	Nuance Concentrated Value Long Short Fund, Series of Managed Portfolio Series
131.	Nuance Mid Cap Value Fund, Series of Managed Portfolio Series
132.	Olstein All Cap Value Fund, Series of Managed Portfolio Series
133.	Olstein Strategic Opportunities Fund, Series of Managed Portfolio Series
134.	Port Street Quality Growth Fund, Series of Managed Portfolio Series
135.	Principal Street High Income Municipal Fund, Series of Managed Portfolio Series
136.	Principal Street Short Term Municipal Fund, Series of Managed Portfolio Series
137.	Reinhart Genesis PMV Fund, Series of Managed Portfolio Series
138.	Reinhart International PMV Fund, Series of Managed Portfolio Series
139.	Reinhart Mid Cap PMV Fund, Series of Managed Portfolio Series
140.	Tortoise Energy Infrastructure and Income Fund, Series of Managed Portfolio Series
141.	Tortoise Energy Infrastructure Total Return Fund, Series of Managed Portfolio Series
142.	Tortoise North American Pipeline Fund, Series of Managed Portfolio Series
143.	V-Shares MSCI World ESG Materiality and Carbon Transition ETF, Series of Managed Portfolio Series
144.	V-Shares US Leadership Diversity ETF, Series of Managed Portfolio Series
145.	Greenspring Income Opportunities Fund, Series of Manager Directed Portfolios
146.	Hood River International Opportunity Fund, Series of Manager Directed Portfolios
147.	Hood River Small-Cap Growth Fund, Series of Manager Directed Portfolios
148.	Mar Vista Strategic Growth Fund, Series of Manager Directed Portfolios
149.	Vert Global Sustainable Real Estate Fund, Series of Manager Directed Portfolios
150.	Matrix Advisors Funds Trust
151.	Matrix Advisors Value Fund, Inc.
152.	Monetta Trust
153.	Nicholas Equity Income Fund, Inc.
154.	Nicholas Fund, Inc.
155.	Nicholas II, Inc.
156.	Nicholas Limited Edition, Inc.
157.	Oaktree Diversified Income Fund Inc.
158.	Permanent Portfolio Family of Funds
159.	Perritt Funds, Inc.
160.	Procure ETF Trust II
161.	Professionally Managed Portfolios
162.	Prospector Funds, Inc.
163.	Provident Mutual Funds, Inc.
164.	Abbey Capital Futures Strategy Fund, Series of The RBB Fund, Inc.
165.	Abbey Capital Multi-Asset Fund, Series of The RBB Fund, Inc.
166.	Adara Smaller Companies Fund, Series of The RBB Fund, Inc.
167.	Aquarius International Fund, Series of The RBB Fund, Inc.
168.	Boston Partners All Cap Value Fund, Series of The RBB Fund, Inc.
169.	Boston Partners Global Equity Fund, Series of The RBB Fund, Inc.
170.	Boston Partners Long/Short Equity Fund, Series of The RBB Fund, Inc.
171.	Boston Partners Long/Short Research Fund, Series of The RBB Fund, Inc.
172.	Boston Partners Small Cap Value Fund II, Series of The RBB Fund, Inc.
173.	Campbell Systematic Macro Fund, Series of The RBB Fund, Inc.
174.	F/m Opportunistic Income ETF, Series of The RBB Fund, Inc.
175.	F/m 6-Month Investment Grade Corporate Bond ETF, Series of The RBB Fund, Inc.
176.	F/m 9-18 Month Investment Grade Corporate Bond ETF, Series of The RBB Fund, Inc.
177.	F/m 2-Year Investment Grade Corporate Bond ETF, Series of The RBB Fund, Inc.
178.	F/m 3-Year Investment Grade Corporate Bond ETF, Series of The RBB Fund, Inc.

179.	F/m 5-Year Investment Grade Corporate Bond ETF, Series of The RBB Fund, Inc.
180.	F/m 7-Year Investment Grade Corporate Bond ETF, Series of The RBB Fund, Inc.
181.	F/m 10-Year Investment Grade Corporate Bond ETF, Series of The RBB Fund, Inc.
182.	F/m 20-Year Investment Grade Corporate Bond ETF, Series of The RBB Fund, Inc.
183.	F/m 30-Year Investment Grade Corporate Bond ETF, Series of The RBB Fund, Inc.
184.	F/m 15+ Year Investment Grade Corporate Bond ETF, Series of The RBB Fund, Inc.
185.	F/m Emerald Life Sciences Innovation ETF, Series of The RBB Fund, Inc.
186.	F/m Emerald Special Situations ETF, Series of The RBB Fund, Inc.
187.	F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF, Series of The RBB Fund, Inc.
188.	F/m Ultrashort Tax-Free Municipal ETF, Series of The RBB Fund, Inc.
189.	F/m High Yield 100 ETF, Series of The RBB Fund, Inc.
190.	F/m Compoundr U.S. Aggregate Bond ETF of The RBB Fund, Inc.
191.	F/m Compoundr High Yield Bond ETF of The RBB Fund, Inc.

192.	Motley Fool 100 Index ETF, Series of The RBB Fund, Inc.
193.	Motley Fool Capital Efficiency 100 Index ETF, Series of The RBB Fund, Inc.
194.	Motley Fool Global Opportunities ETF, Series of The RBB Fund, Inc.
195.	Motley Fool Mid-Cap Growth ETF, Series of The RBB Fund, Inc.
196.	Motley Fool Next Index ETF, Series of The RBB Fund, Inc.
197.	Motley Fool Small-Cap Growth ETF, Series of The RBB Fund, Inc.
198.	Motley Fool Innovative Growth Factor ETF, Series of The RBB Fund, Inc.
199.	Motley Fool Momentum Factor ETF, Series of The RBB Fund, Inc.
200.	Motley Fool Value Factor ETF, Series of The RBB Fund, Inc.
201.	SGI Enhanced Core ETF, Series of The RBB Fund, Inc.
202.	SGI Enhanced Global Income ETF, Series of The RBB Fund, Inc.
203.	SGI Enhanced Nasdaq-100 ETF, Series of The RBB Fund, Inc.
204.	SGI Global Equity Fund, Series of The RBB Fund, Inc.
205.	SGI Peak Fund, Series of The RBB Fund, Inc.
206.	SGI Prudent Fund, Series of The RBB Fund, Inc.
207.	SGI Small Cap Core Fund, Series of The RBB Fund, Inc.
208.	SGI U.S. Large Cap Equity Fund, Series of The RBB Fund, Inc.
209.	SGI U.S. Large Cap Core ETF, Series of The RBB Fund, Inc.
210.	SGI Dynamic Tactical ETF, Series of The RBB Fund, Inc.
211.	SGI Enhanced Market Leaders ETF, Series of The RBB Fund, Inc.
212.	F/m US Treasury 10 Year Note ETF, Series of The RBB Fund, Inc.
213.	F/m US Treasury 12 Month Bill ETF, Series of The RBB Fund, Inc.
214.	F/m US Treasury 2 Year Note ETF, Series of The RBB Fund, Inc.
215.	F/m US Treasury 20 Year Bond ETF, Series of The RBB Fund, Inc.
216.	F/m US Treasury 3 Month Bill ETF, Series of The RBB Fund, Inc.
217.	F/m US Treasury 3 Year Note ETF, Series of The RBB Fund, Inc.
218.	F/m US Treasury 30 Year Bond ETF, Series of The RBB Fund, Inc.
219.	F/m US Treasury 5 Year Note ETF, Series of The RBB Fund, Inc.
220.	F/m US Treasury 6 Month Bill ETF, Series of The RBB Fund, Inc.
221.	F/m US Treasury 7 Year Note ETF, Series of The RBB Fund, Inc.
222.	WPG Partners Select Small Cap Value Fund, Series of The RBB Fund, Inc.
223.	WPG Partners Small Cap Value Diversified Fund, Series of The RBB Fund, Inc.
224.	WPG Partners Select Hedged Fund, Series of The RBB Fund, Inc.
225.	P/E Global Enhanced International Fund, Series of The RBB Fund Trust
226.	Torray Fund, Series of The RBB Fund Trust
227.	Longview Advantage ETF, Series of The RBB Fund Trust
228.	Longview Advantage Fixed Income ETF, Series of The RBB Fund Trust

229.	First Eagle Global Equity ETF, Series of The RBB Fund Trust
230.	First Eagle Overseas Equity ETF, Series of The RBB Fund Trust
231.	Tweedy, Browne Insider + Value ETF, Series of The RBB Fund Trust
232.	Tweedy, Browne International Insider + Value ETF, Series of The RBB Fund Trust
233.	Advent Convertible Bond ETF, Series of The RBB Fund Trust
234.	Twin Oak Active Opportunities II ETF, Series of The RBB Fund Trust
235.	Twin Oak Active Opportunities III ETF, Series of The RBB Fund Trust
236.	Twin Oak Endure ETF, Series of The RBB Fund Trust
237.	Twin Oak Strategic Solutions ETF, Series of The RBB Fund Trust
238.	Wayfinder Dynamic U.S. Interest Rate ETF, Series of The RBB Fund Trust
239.	MUFG Japan Small Cap Active ETF, Series of The RBB Fund Trust
240.	Penn Capital Short Duration High Income Fund, Series of The RBB Fund Trust
241.	Penn Capital Special Situations Small Cap Fund, Series of The RBB Fund Trust
242.	Pathfinder Focused Opportunities ETF, Series of The RBB Fund Trust
243.	Pathfinder Disciplined US Equity ETF, Series of The RBB Fund Trust
244.	M.D. Sass Concentrated Value ETF, Series of The RBB Fund Trust
245.	RBC Funds Trust
246.	Series Portfolios Trust
247.	Thompson IM Funds, Inc.
248.	TrimTabs ETF Trust
249.	Trust for Advised Portfolios
250.	Barrett Growth Fund, Series of Trust for Professional Managers
251.	Bright Rock Mid Cap Growth Fund, Series of Trust for Professional Managers
252.	Bright Rock Quality Large Cap Fund, Series of Trust for Professional Managers
253.	CrossingBridge Low Duration High Yield Fund, Series of Trust for Professional Managers
254.	CrossingBridge Responsible Credit Fund, Series of Trust for Professional Managers
255.	CrossingBridge Ultra-Short Duration Fund, Series of Trust for Professional Managers
256.	RiverPark Strategic Income Fund, Series of Trust for Professional Managers
257.	Dearborn Partners Rising Dividend Fund, Series of Trust for Professional Managers
258.	Jensen Global Quality Growth Fund, Series of Trust for Professional Managers
259.	Jensen Quality Value Fund, Series of Trust for Professional Managers
260.	Rockefeller Climate Solutions Fund, Series of Trust for Professional Managers
261.	Rockefeller US Small Cap Core Fund, Series of Trust for Professional Managers
262.	Terra Firma US Concentrated Realty Fund, Series of Trust for Professional Managers
263.	USQ Core Real Estate Fund
264.	Wall Street EWM Funds Trust

(a)(2) Vigilant Distributors, LLC serves as principal underwriter for the following investment companies registered under the Investment Company Act of 1940, as amended:

1.	Free Market Fixed Income Fund, Series of The RBB Fund, Inc.
2.	Free Market International Equity Fund, Series of The RBB Fund, Inc.
3.	Free Market US Equity Fund, Series of The RBB Fund, Inc.
4.	Matson Money Fixed Income VI Portfolio, Series of The RBB Fund, Inc.
5.	Matson Money International Equity VI Portfolio, Series of The RBB Fund, Inc.
6.	Matson Money US Equity VI Portfolio, Series of The RBB Fund, Inc.
7.	YCG Funds
8.	Pemberwick Fund, Series of Manager Directed Portfolios
9.	Hardman Johnston International Growth Fund, Series of Manager Directed Portfolios
10.	Modern Capital Tactical Opportunities Fund, of Modern Capital Funds Trust
11.	Soundwatch Hedged Equity ETF, Series of Advisor Managed Portfolios

12.	WBI BullBear Value 3000 ETF, Series of Absolute Shares Trust
13.	WBI BullBear Yield 300 ETF, Series of Absolute Shares Trust
14.	WBI BullBear Quality 3000 ETF, Series of Absolute Shares Trust
15.	WBI Power Fact® High Dividend ETF, Series of Absolute Shares Trust
16.	Founders 100 ETF, Series of Founder Funds Trust
17.	Prospera Income ETF, Series of Thrive Series Trust

(b)(1)

The following are the Officers and Manager of Quasar, one of the Registrant’s underwriters. Quasar’s main business address is 190 Middle Street, Suite 301, Portland, Maine 04101.

Name	Address	Position with Underwriter	Position with Registrant
Teresa Cowan	190 Middle Street, Suite 301 Portland, ME 04101	President/Manager	None
Chris Lanza	190 Middle Street, Suite 301 Portland, ME 04101	Vice President	None
Kate Macchia	190 Middle Street, Suite 301 Portland, ME 04101	Vice President	None
Susan L. LaFond	190 Middle Street, Suite 301 Portland, ME 04101	Vice President and Chief Compliance Officer and Treasurer	None
Weston Sommers	190 Middle Street, Suite 301 Portland, ME 04101	Financial and Operations Principal and Chief Financial Officer	None
Kelly B. Whetstone	190 Middle Street, Suite 301 Portland, ME 04101	Secretary	None

(b)(2)

The following are the Officers of Vigilant Distributors, LLC, one of the Registrant’s underwriters. Vigilant Distributors, LLC’s main business address is Gateway Corporate Center, Suite 216, 223 Wilmington West Chester Pike, Chadds Ford, Pennsylvania 19317.

Name	Address	Position with Underwriter	Position with Registrant
Patrick Chism	Gateway Corporate Center, Suite 216, 223 Wilmington West Chester Pike, Chadds Ford, PA 19317	Chief Executive Officer and Chief Compliance Officer	None
Gerald Scarpati	Gateway Corporate Center, Suite 216, 223 Wilmington West Chester Pike, Chadds Ford, PA 19317	Chief Financial Officer and Principal Financial Officer	None

(c)

Not Applicable

Item 33.

LOCATION OF ACCOUNTS AND RECORDS

(1)	Boston Partners Global Investors, Inc., One Beacon Street, Boston, Massachusetts 02108 (records relating to its function as investment adviser).
(2)	Matson Money, Inc. (formerly Abundance Technologies, Inc.), 5955 Deerfield Blvd., Mason, Ohio 45040 (records relating to its function as investment adviser).
(3)	Summit Global Investments, LLC, 620 South Main Street, Bountiful, Utah 84010 (records relating to its function as investment adviser).
(4)	Abbey Capital Limited, 8 St. Stephen’s Green, Dublin 2, Ireland, (records relating to its function as investment adviser).
(5)	Altair Advisers LLC, 225 West Washington, Suite 2400, Chicago, Illinois 60606 (records relating to its function as investment adviser).
(6)	Campbell & Company Investment Adviser LLC, 2850 Quarry Lake Drive, Baltimore, Maryland 21209 (records relating to its function as investment adviser).
(7)	Motley Fool Asset Management, LLC, 2000 Duke Street, Suite 300, Alexandria, Virginia 22314 (records relating to its function as investment adviser).
(8)	F/m Investments LLC, 3050 K Street NW, Suite 201, Washington, DC 20007 (records relating to its function as investment adviser).
(9)	Emerald Mutual Fund Advisers Trust, 3175 Oregon Pike, Leola, Pennsylvania 17540 (records relating to its function as investment adviser).
(10)	U.S. Bancorp Fund Services, LLC, 615 East Michigan Street, Milwaukee, Wisconsin 53202 (records relating to its function as administrator, transfer agent and dividend disbursing agent).
(11)	U.S. Bank, N.A., 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin, 53212 (records relating to its function as custodian).
(12)	Quasar Distributors, LLC, 190 Middle Street, Suite 301, Portland, ME 04101 (records relating to its function as underwriter).
(13)	Vigilant Distributors, LLC, Gateway Corporate Center, Suite 216, 223 Wilmington West Chester Pike, Chadds Ford, Pennsylvania 19317 (records relating to its function as underwriter).

Item 34.

MANAGEMENT SERVICES

None.

Item 35.

UNDERTAKINGS

Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended (the “1933 Act”), and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this Post-Effective Amendment to its Registration Statement under Rule 485(a) under the 1933 Act and has duly caused this Post-Effective Amendment to its Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Short Hills and State of New Jersey on March 27, 2026.

	THE RBB FUND, INC.

	By:	/s/ Steven Plump
		Steven Plump
		President

Pursuant to the requirements of the 1933 Act, this Amendment to Registrant’s Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

SIGNATURE	TITLE	DATE

/s/ Steven Plump	President (Principal Executive Officer)	March 27, 2026
Steven Plump

/s/ James G. Shaw	Chief Financial Officer (Principal Financial and Accounting Officer)	March 27, 2026
James G. Shaw

*Gregory P. Chandler	Director	March 27, 2026
Gregory P. Chandler

*Lisa A. Dolly	Director	March 27, 2026
Lisa A. Dolly

*Nicholas A. Giordano	Director	March 27, 2026
Nicholas A. Giordano

*Arnold M. Reichman	Director	March 27, 2026
Arnold M. Reichman

*Robert Sablowsky	Director	March 27, 2026
Robert Sablowsky

*Brian T. Shea	Director	March 27, 2026
Brian T. Shea

*Martha A. Tirinnanzi	Director	March 27, 2026
Martha A. Tirinnanzi

*By:	/s/ James G. Shaw
James G. Shaw
Attorney-in-Fact

THE RBB FUND, INC.

(the “Company”)

THE RBB FUND TRUST

(the “Trust”)

POWER OF ATTORNEY

Know All Men by These Presents, that the undersigned, Gregory P. Chandler, hereby constitutes and appoints Jillian L. Bosmann, Edward Paz, Steven Plump, and James G. Shaw his true and lawful attorneys, to execute in his name, place, and stead, in his capacity as Director/Trustee or officer, or both, of the Company and of the Trust, the Registration Statement and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the U.S. Securities and Exchange Commission; and said attorneys shall have full power and authority to do and perform in his name and on his behalf, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as he might or could do in person, said acts of said attorneys being hereby ratified and approved.

DATED:	July 9, 2025

	/s/ Gregory P. Chandler
	Gregory P. Chandler

THE RBB FUND, INC.

(the “Company”)

THE RBB FUND TRUST

(the “Trust”)

POWER OF ATTORNEY

Know All Men by These Presents, that the undersigned, Lisa A. Dolly, hereby constitutes and appoints Jillian L. Bosmann, Edward Paz, Steven Plump, and James G. Shaw her true and lawful attorneys, to execute in her name, place, and stead, in her capacity as Director/Trustee or officer, or both, of the Company and of the Trust, the Registration Statement and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the U.S. Securities and Exchange Commission; and said attorneys shall have full power and authority to do and perform in her name and on her behalf, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as she might or could do in person, said acts of said attorneys being hereby ratified and approved.

DATED:	July 9, 2025

	/s/ Lisa A. Dolly
	Lisa A. Dolly

THE RBB FUND, INC.

(the “Company”)

THE RBB FUND TRUST

(the “Trust”)

POWER OF ATTORNEY

Know All Men by These Presents, that the undersigned, Nicholas A. Giordano, hereby constitutes and appoints Jillian L. Bosmann, Edward Paz, Steven Plump, and James G. Shaw his true and lawful attorneys, to execute in his name, place, and stead, in his capacity as Director/Trustee or officer, or both, of the Company and of the Trust, the Registration Statement and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the U.S. Securities and Exchange Commission; and said attorneys shall have full power and authority to do and perform in his name and on his behalf, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as he might or could do in person, said acts of said attorneys being hereby ratified and approved.

DATED:	July 9, 2025

	/s/ Nicholas A. Giordano
	Nicholas A. Giordano

THE RBB FUND, INC.

(the “Company”)

THE RBB FUND TRUST

(the “Trust”)

POWER OF ATTORNEY

Know All Men by These Presents, that the undersigned, Arnold M. Reichman, hereby constitutes and appoints Jillian L. Bosmann, Edward Paz, Steven Plump, and James G. Shaw his true and lawful attorneys, to execute in his name, place, and stead, in his capacity as Director/Trustee or officer, or both, of the Company and of the Trust, the Registration Statement and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the U.S. Securities and Exchange Commission; and said attorneys shall have full power and authority to do and perform in his name and on his behalf, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as he might or could do in person, said acts of said attorneys being hereby ratified and approved.

DATED:	July 9, 2025

	/s/ Arnold M. Reichman
	Arnold M. Reichman

THE RBB FUND, INC.

(the “Company”)

THE RBB FUND TRUST

(the “Trust”)

POWER OF ATTORNEY

Know All Men by These Presents, that the undersigned, Robert Sablowsky, hereby constitutes and appoints Jillian L. Bosmann, Edward Paz, Steven Plump, and James G. Shaw his true and lawful attorneys, to execute in his name, place, and stead, in his capacity as Director/Trustee or officer, or both, of the Company and of the Trust, the Registration Statement and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the U.S. Securities and Exchange Commission; and said attorneys shall have full power and authority to do and perform in his name and on his behalf, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as he might or could do in person, said acts of said attorneys being hereby ratified and approved.

DATED:	July 9, 2025

	/s/ Robert Sablowsky
	Robert Sablowsky

THE RBB FUND, INC.

(the “Company”)

THE RBB FUND TRUST

(the “Trust”)

POWER OF ATTORNEY

Know All Men by These Presents, that the undersigned, Brian T. Shea, hereby constitutes and appoints Jillian L. Bosmann, Edward Paz, Steven Plump, and James G. Shaw his true and lawful attorneys, to execute in his name, place, and stead, in his capacity as Director/Trustee or officer, or both, of the Company and of the Trust, the Registration Statement and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the U.S. Securities and Exchange Commission; and said attorneys shall have full power and authority to do and perform in his name and on his behalf, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as he might or could do in person, said acts of said attorneys being hereby ratified and approved.

DATED:	July 9, 2025

	/s/ Brian T. Shea
	Brian T. Shea

THE RBB FUND, INC.

(the “Company”)

THE RBB FUND TRUST

(the “Trust”)

POWER OF ATTORNEY

Know All Men by These Presents, that the undersigned, Martha A. Tirinnanzi, hereby constitutes and appoints Jillian L. Bosmann, Edward Paz, Steven Plump, and James G. Shaw her true and lawful attorneys, to execute in her name, place, and stead, in her capacity as Director/Trustee or officer, or both, of the Company and of the Trust, the Registration Statement and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the U.S. Securities and Exchange Commission; and said attorneys shall have full power and authority to do and perform in her name and on her behalf, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as she might or could do in person, said acts of said attorneys being hereby ratified and approved.

DATED:	July 9, 2025

	/s/ Martha A. Tirinnanzi
	Martha A. Tirinnanzi

Exhibit No.	Description
(d)(85)	Amended Appendix A to Expense Limitation and Reimbursement Agreement (Boston Partners Funds) between Registrant and Boston Partners Global Investors, Inc.
(d)(143)	Addendum No. 10 to Investment Advisory Agreement (Boston Partners Long/Short Equity Fund) between Registrant and Boston Partners Global Investors, Inc.
(g)(22)	Twenty-First Amendment to the Amended and Restated Custody Agreement between Registrant and U.S. Bank National Association
(h)(76)	Twenty-third Amendment to the Amended and Restated Fund Accounting Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC
(h)(77)	Twenty-third Amendment to the Amended and Restated Fund Administration Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC
(h)(78)	Twenty-first Amendment to the Amended and Restated Transfer Agent Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC
(i)(1)	Consent of Counsel
(p)(1)	Code of Ethics of the Registrant
(p)(2)	Code of Ethics of Boston Partners Global Investors, Inc.
(p)(3)	Code of Ethics of Matson Money, Inc.
(p)(4)	Code of Ethics of Foreside Financial Group, LLC
(p)(5)	Code of Ethics of Summit Global Investments, LLC
(p)(6)	Code of Ethics of Abbey Capital Limited
(p)(7)	Code of Ethics of Altair Advisers LLC
(p)(8)	Code of Ethics of Aperio Group, LLC
(p)(9)	Code of Ethics of Driehaus Capital Management LLC
(p)(13)	Code of Ethics of Campbell & Company Investment Adviser LLC
(p)(15)	Code of Ethics of Mawer Investment Management Ltd.
(p)(18)	Code of Ethics of Emerald Mutual Fund Advisers Trust
(p)(19)	Code of Ethics of SG Trading Solutions, LLC

AMENDED APPENDIX A

(effective March 1, 2026)

Portfolio	Expense Limitation	Initial Term End Date
Boston Partners Small Cap Value Fund II – Institutional Class	0.99%	December 31, 2027
Boston Partners Small Cap Value Fund II – Investor Class	1.24%	December 31, 2027
Boston Partners Long/Short Equity Fund – Institutional Class	1.70%	December 31, 2027
Boston Partners Long/Short Equity Fund – Investor Class	1.95%	December 31, 2027
Boston Partners Long/Short Research Fund – Institutional Class	1.50%	December 31, 2027
Boston Partners Long/Short Research Fund – Investor Class	1.75%	December 31, 2027
Boston Partners All-Cap Value Fund – Institutional Class	0.80%	December 31, 2027
Boston Partners All-Cap Value Fund – Investor Class	1.05%	December 31, 2027
WPG Partners Small Cap Value Diversified Fund – Institutional Class	1.10%	December 31, 2027
Boston Partners Global Equity Fund – Institutional Class	0.95%	December 31, 2027
Boston Partners Global Equity Fund – Investor Class	1.20%	December 31, 2027
WPG Partners Select Small Cap Value Fund – Institutional Class	1.10%	December 31, 2027

IN WITNESS WHEREOF, the parties have caused this Amended Appendix A to the Expense Limitation and Reimbursement Agreement to be executed by their officers designated below as of the date written above.

	THE RBB FUND, INC.

	By:	/s/ James G. Shaw
	Name:	James G. Shaw
	Title:	CFO/COO & Secretary

	BOSTON PARTNERS GLOBAL INVESTORS, INC.

	By:	/s/ William G. Butterly, III
	Name:	William G. Butterly, III
	Title:	General Counsel

	By:	/s/ Greg Varner
	Name:	Greg Varner
	Title:	Chief Financial Officer

ADDENDUM NO. 10 TO

INVESTMENT ADVISORY AGREEMENT

THIS ADDENDUM (the “Addendum”) made as of February 27, 2026 is an addendum to the Investment Advisory Agreement (the “Agreement”) dated July 1, 2013, by and between The RBB Fund, Inc. (the “Fund”) and Boston Partners Global Investors, Inc. (the “Investment Adviser”).

WHEREAS, the Fund has appointed the Investment Adviser to act as investment adviser for each series of the Fund set forth on Schedule A to the Agreement for the compensation set forth on Schedule B to the Agreement; and

WHEREAS, the Investment Adviser desires to make a reduction of its contractual advisory fee charged under the Agreement for the Boston Partners Global Long/Short Equity Fund (the “Portfolio”), decreasing the fee from 2.25% to 1.60% of the average daily net assets of the Portfolio as of March 1, 2026 (the “Effective Date”);

NOW THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

Schedule B to the Agreement is hereby amended and restated in its entirety, as provided on Appendix 1 attached hereto, as of the Effective Date.

Any future amendment to increase or otherwise reinstate the contractual fee rate for each Portfolio as in effect prior to the Effective Date must be approved by the shareholders of such Portfolio as and to the extent required by the Investment Company Act of 1940, as amended.

Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement.

Except to the extent supplemented hereby, the Agreement shall remain unchanged and in full force and effect.

This Addendum may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Addendum as of the date and year first above written.

	THE RBB FUND, INC.

	By:	/s/ James G. Shaw
	Name:	James G. Shaw
	Title:	CFO/COO & Secretary

	BOSTON PARTNERS GLOBAL INVESTORS, INC.

	By:	/s/ William G. Butterly, III
	Name:	William G. Butterly, III
	Title:	General Counsel

	By:	/s/ Greg Varner
	Name:	Greg Varner
	Title:	Chief Financial Officer

APPENDIX 1

SCHEDULE B

TO THE

INVESTMENT ADVISORY AGREEMENT

COMPENSATION PAYABLE TO INVESTMENT ADVISER

Name of Portfolio	Annual Management Fee
Boston Partners All-Cap Value Fund	0.70%
Boston Partners Global Equity Fund	0.90%
Boston Partners Long/Short Equity Fund	1.60%
Boston Partners Long/Short Research Fund	1.25%
Boston Partners Small Cap Value Fund II	0.85%
WPG Partners Small Cap Value Diversified Fund	0.80% of the Portfolio’s average daily net assets up to $500 million and 0.75% of the Portfolio’s average daily net assets in excess of $500 million
WPG Partners Select Small Cap Value Fund	0.90%

THE RBB FUND, INC.

AMENDMENT NO. 1

INVESTMENT ADVISORY AGREEMENT

This Amendment No. 1 to the Investment Advisory Agreement (“Amendment No. 1”), dated as of February 20, 2026, is entered into between THE RBB FUND, INC., a Maryland corporation (the “Company”), and F/M INVESTMENTS LLC, a Delaware limited liability company (the “Investment Adviser”).

WHEREAS, the Company and the Investment Adviser have entered into an Investment Advisory Agreement dated as of August 11, 2025 (the “Agreement”), pursuant to which the Company retained the Investment Adviser to render certain investment advisory services to the Company with respect to the Company’s portfolios listed on Exhibit A thereto (collectively, the “Portfolios” and each, a “Portfolio”) for the compensation set forth in such Exhibit A; and

WHEREAS, the parties wish to amend Exhibit A of the Agreement to reduce the contractual advisory fee charged for certain Portfolios as of February 20, 2026 (the “Effective Date”);

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

Exhibit A to the Agreement is hereby amended and restated in its entirety, as provided on Appendix 1 attached hereto, as of the Effective Date.

Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement.

Except to the extent supplemented hereby, the Agreement shall remain unchanged and in full force and effect.

This Amendment No. 1 may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, intending to be legally bound hereby, the parties hereto have caused this Amendment No. 1 to be executed by their officers designated below as of the date first above written.

	THE RBB FUND, INC.

	By:	/s/ James G. Shaw
	Name:	James G. Shaw
	Title:	Chief Financial Officer, Chief Operating Officer and Secretary

	F/M INVESTMENTS LLC

	By:	/s/ Kirk Johnson
	Name:	Kirk Johnson
	Title:	Chief Operating Officer and General Counsel

APPENDIX 1

EXHIBIT A

Portfolios	Effective Date of Investment Advisory Services	Annual Rate
F/m COMPOUNDR High Yield Bond ETF	August 11, 2025	0.25%
F/m COMPOUNDR Total Return Bond ETF	TBD	0.25%
F/m COMPOUNDR AAA CLO ETF	TBD	0.25%
F/m COMPOUNDR Investment Grade Bond ETF	TBD	0.25%
F/m COMPOUNDR U.S. Aggregate Bond ETF	August 11, 2025	0.25%

TWENTY-FIRST AMENDMENT TO THE

AMENDED AND RESTATED CUSTODY AGREEMENT

THIS TWENTY-FIRST AMENDMENT effective as of the last date on the signature block, to the Amended and Restated Custody Agreement dated as of June 30, 2019, as amended (the “Agreement”), is entered into by and between THE RBB FUND, INC., a Maryland corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Minneapolis, Minnesota (the “Custodian”).

RECITALS

WHEREAS, the parties have entered into the Agreement; and

WHEREAS, the parties desire to amend the Agreement to update Schedule I and Schedule II of the Agreement, and

WHEREAS, Section 15.02 of the Agreement provides that the Agreement may be amended by written agreement executed by both parties and authorized or approved by the Board of Directors of the Company.

NOW, THEREFORE, the parties agree as follows:

Schedule I and Schedule II are hereby superseded and replaced with Amended Schedule I and Schedule II attached hereto.

Except to the extent amended hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Twenty-First Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year last written below.

THE RBB FUND, INC.		U.S. BANK NATIONAL ASSOCIATION


By:	/s/ James G. Shaw	By:	/s/ Gregory Farley
Name:	James G. Shaw	Name:	Gregory Farley
Title:	CFO/COO & Secretary	Title:	Senior Vice President
Date:	2/20/2026	Date:	February 23, 2026

Schedule I

Mutual Fund Fees

[ ]

Schedule II

ETF Fees

[ ]

TWENTY-THIRD AMENDMENT TO THE

AMENDED AND RESTATED FUND ACCOUNTING SERVICING AGREEMENT

THIS TWENTY-THIRD AMENDMENT effective as of the last date on the signature block, to the Amended and Restated Fund Accounting Servicing Agreement dated as of June 30, 2019, as amended (the “Agreement”), is entered into by and between THE RBB FUND, INC., a Maryland corporation (the “Company”), and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. BANK GLOBAL FUND SERVICES, a Wisconsin limited liability company (“USBFS”).

RECITALS

WHEREAS, the parties have entered into the Agreement; and

WHEREAS, the parties desire to amend the Agreement to update Schedule I and Schedule II of the Agreement, and

WHEREAS, Section 13 of the Agreement provides that the Agreement may be amended by written agreement executed by both parties and authorized or approved by the Board of Directors of the Company.

NOW, THEREFORE, the parties agree as follows:

Schedule I and Schedule II are hereby superseded and replaced with Amended Schedule I and Schedule II attached hereto.

Except to the extent amended hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Twenty-Third Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year last written below.

THE RBB FUND, INC.		U.S. BANCORP FUND SERVICES, LLC

By:	/s/ James G. Shaw	By:	/s/ Gregory Farley
Name:	James G. Shaw	Name:	Gregory Farley
Title:	CFO/COO & Secretary	Title:	Senior Vice President
Date:	2/20/2026	Date:	February 23, 2026

Schedule I

Mutual Fund Fees

[ ]

Schedule II

ETF Fees

[ ]

TWENTY-THIRD AMENDMENT TO THE

AMENDED AND RESTATED FUND ADMINISTRATION SERVICING AGREEMENT

THIS TWENTY-THIRD AMENDMENT effective as of the last date on the signature block, to the Amended and Restated Fund Administration Servicing Agreement dated as of June 30, 2019, as amended (the “Agreement”), is entered into by and between THE RBB FUND, INC., a Maryland corporation (the “Company”), and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. BANK GLOBAL FUND SERVICES, a Wisconsin limited liability company (“USBFS”).

RECITALS

WHEREAS, the parties have entered into the Agreement; and

WHEREAS, the parties desire to amend the Agreement to update Schedule I and Schedule II of the Agreement, and

WHEREAS, Section 11 of the Agreement provides that the Agreement may be amended by written agreement executed by both parties and authorized or approved by the Board of Directors of the Company.

NOW, THEREFORE, the parties agree as follows:

Schedule I and Schedule II are hereby superseded and replaced with Amended Schedule I and Schedule II attached hereto.

Except to the extent amended hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Twenty-Third Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year last written below.

THE RBB FUND, INC.		U.S. BANCORP FUND SERVICES, LLC

By:	/s/ James G. Shaw	By:	/s/ Gregory Farley
Name:	James G. Shaw	Name:	Gregory Farley
Title:	CFO/COO & Secretary	Title:	Senior Vice President
Date:	2/20/2026	Date:	February 23, 2026

Schedule I

Mutual Fund Fees

[ ]

Schedule II

ETF Fees

[ ]

TWENTY-FIRST AMENDMENT TO THE

AMENDED AND RESTATED TRANSFER AGENT SERVICING AGREEMENT

THIS TWENTY-FIRST AMENDMENT effective as of the last date on the signature block, to the Amended and Restated Transfer Agent Servicing Agreement dated as of June 30, 2019, as amended (the “Agreement”), is entered into by and between THE RBB FUND, INC., a Maryland corporation (the “Company”), and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. BANK GLOBAL FUND SERVICES, a Wisconsin limited liability company (“USBFS”).

RECITALS

WHEREAS, the parties have entered into the Agreement; and

WHEREAS, the parties desire to amend the Agreement to update Schedule I and Schedule II of the Agreement, and

WHEREAS, Section 13 of the Agreement provides that the Agreement may be amended by written agreement executed by both parties and authorized or approved by the Board of Directors of the Company.

NOW, THEREFORE, the parties agree as follows:

1. Schedule I and Schedule II are hereby superseded and replaced with Amended Schedule I and Schedule II attached hereto.

Except to the extent amended hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Twenty-First Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year last written below.

THE RBB FUND, INC.		U.S. BANCORP FUND SERVICES, LLC

By:	/s/ James G. Shaw	By:	/s/ Gregory Farley
Name:	James G. Shaw	Name:	Gregory Farley
Title:	CFO/COO & Secretary	Title:	Senior Vice President
Date:	2/20/2026	Date:	February 23, 2026

Schedule I

Mutual Fund Fees

[ ]

Schedule II

ETF Fees

[ ]

CONSENT OF COUNSEL

We hereby consent to the use of our name and to the reference to our Firm under the caption “Counsel” in the Prospectus and the Statement of Additional Information included in Post-Effective Amendment Nos. 391/396 to the Registration Statement (File Nos. 033-20827 and 811-05518) on Form N-1A of The RBB Fund, Inc., under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, respectively. In giving such consent, however, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

	/s/ Faegre Drinker Biddle & Reath LLP
	Faegre Drinker Biddle & Reath LLP

Washington, D.C.

March 27, 2026

THE RBB FUND, INC. AND THE RBB FUND TRUST
(the “Fund”)

CODE OF ETHICS

Legal Requirement.

Rule 17j-1(b) under the Investment Company Act of 1940, as amended (the “1940 Act”), makes it unlawful for any officer or director/trustee of the Fund in connection with the purchase or sale by such person of a security “held or to be acquired” by the Fund:

To employ any device, scheme or artifice to defraud the Fund;

To make to the Fund any untrue statement of a material fact or omit to state to the Funda material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon the Fund; or

To engage in any manipulative practice with respect to the Fund’s investment portfolios.

II.

Purpose of the Code of Ethics.

The Fund expects that its officers and directors/trustees will conduct their personal investment activities in accordance with (1) the duty at all times to place the interests of the Fund’s shareholders first, (2) the requirement that all personal securities transactions be conducted consistent with this Code of Ethics and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual’s position of trust and responsibility, and (3) the fundamental standard that investment company personnel should not take inappropriate advantage of their positions.

In view of the foregoing, the provisions of Section 17(j) of the 1940 Act, the Securities and Exchange Commission’s 1940 Act Release No. 23958 “Personal Investment Activities of Investment Company Personnel” (August 24, 1999), the “Report of the Advisory Group on Personal Investing” issued by the Investment Company Institute on May 9, 1994 and the Securities and Exchange Commission’s September 1994 Report on “Personal Investment Activities of Investment Company Personnel,” the Fund has determined to adopt this Code of Ethics on behalf of the Fund to specify a code of conduct for certain types of personal securities transactions which might involve conflicts of interest or an appearance of impropriety, and to establish reporting requirements and enforcement procedures.

III.

Definitions.

An “Access Person” means: (1) each director/trustee and officer of the Fund; (2) each director/trustee, officer or general partner of the Fund’s investment advisers; (3) any of the Fund or its investment advisers (or of any company in a control relationship to the Fund or its investment advisers) who in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of a security by the Fund or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (4) any natural person in a control relationship to the Fundor its investment advisers who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of a security.

For purposes of this Code of Ethics, an “Access Person” does not include any person who is subject to the securities transaction pre-clearance requirements and securities transaction reporting requirements of the Code of Ethics adopted by the Fund’s

investment advisers or principal underwriter, if any, in compliance with Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Investment Advisers Act of 1940, as amended, (the “Advisers Act”) or Section 15(f) of the Securities Exchange Act of 1934 (the “1934 Act”), as applicable.

“Restricted Director/Trustee” or “Restricted Officer” means each director/trustee or officer of the Fund who is not also a director/trustee, officer, partner, employee or controlling person of the Fund’s investment advisers, co-administrators, custodian, transfer agent or principal underwriter.

An Access Person’s “immediate family” includes a spouse, minor children and adults living in the same household as the Access Person.

A security is “held or to be acquired” if within the most recent 15 days it (1) is or has been held by the Fund, or (2) is being or has been considered by the Fund or its investment adviser for purchase by the Fund. A purchase or sale includes the writing of an option to purchase or sell and any security that is exchangeable for or convertible into, any security that is held or to be acquired by the Fund.

An “Initial Public Offering” means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934.

“Investment Personnel” of the Fund means:

(VI)

Any employee of the Fund (or of any company in a control relationship to the Fund) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by the Fund.

(ii) Any natural person who controls the Fund and who obtains information concerning recommendations made to the Fund regarding the purchase or sale of securities by the Fund.

A “Limited Offering” means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 under the Securities Act of 1933.

“Covered Security” means a security as defined in Section (2)(a)(36) of the 1940 Act, except that it does not include direct obligations of the Government of the United States; bankers’ acceptances; bank certificates of deposit; commercial paper; high quality short-term debt instruments (any instrument having a maturity at issuance of less than 366 days and that is rated in one of the two highest rating categories by a nationally recognized statistical rating organization), including repurchase agreements; and shares of registered open-end investment companies¹ other than Exchange Traded Funds.

Shares of certain registered open-end investment companies are included as “Covered Securities” with respect to Access Persons of the Fund’s investment advisers or any company controlled by or under common control with the investment advisers.

“De Minimis Security” means securities issued by any company included in the Standard and Poor’s 500 Stock Index and in an amount less than $10,000.

“Automatic Investment Plan” means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.

IV.

Policies of the Fund Regarding Personal Securities Transactions.

General Policy.

No Access Person of the Fund shall engage in any act, practice or course of business that would violate the provisions of Rule 17j-1(b) set forth above, or in connection with any personal investment activity, engage in conduct inconsistent with this Code of Ethics.

Specific Policies.

Restrictions on Personal Securities Transactions By Access Persons Other Than Restricted Directors/Trustees and Restricted Officers.

Except as provided below in paragraph IV.B.1.d., no Access Person who is not a Restricted Director/Trustee or Restricted Officer may buy or sell Covered Securities for his or her personal portfolio or the portfolio of a member of his or her immediate family without obtaining oral authorization from the Compliance Officer of the Fund’s investment adviser prior to effecting such security transaction.

A written authorization for such security transaction will be provided by the investment adviser’s Compliance Officer to the person receiving the authorization (if granted) and to the Fund’s administrator to memorialize the oral authorization that was granted.

Note: If an Access Person has questions as to whether purchasing or selling a security for his or her personal portfolio or the portfolio of a member of his or her immediate family requires prior oral authorization, the Access Person should consult the investment adviser’s Compliance Officer for clearance or denial of clearance to trade prior to effecting any securities transactions.

Pre-clearance approval under paragraph (a) will expire at the close of business on the seventh trading day after the date on which oral authorization is received, and the Access Person is required to renew clearance for the transaction if the trade is not completed before the authority expires.

No clearance will be given to an Access Person other than a Restricted Director/Trustee or Restricted Officer to purchase or sell any Covered Security (1) on a day when any portfolio of the Fund has a pending “buy” or “sell” order in that same Covered Security until that order is executed or withdrawn or (2) when the Compliance Officer has been advised by the investment adviser that the same Covered Security is being considered for purchase or sale for any portfolio of the Fund.

The pre-clearance requirements contained in paragraph IV.B.1.a, above, shall not apply to the following securities (“Exempt Securities”):

(i)

Securities that are not Covered Securities.

(ii)

De Minimis Securities.

(iii)

Securities purchased or sold in any account over which the Access Person has no direct or indirect influence or control.

(iv)

Securities purchased or sold in a transaction which is non-volitional on the part of either the Access Person or the Fund.

(v)

Securities acquired as a part of an automatic dividend reinvestment plan.

(vi)

Securities acquired upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired.

(vii)

Securities which the Fund’s investment portfolios are not permitted to purchase under the investment objectives and policies set forth in the Fund’s then current prospectuses under the Securities Act of 1933 or the Fund’s registration statements on Form N-1A.

The pre-clearance requirement contained in paragraph IV.B.1.a, above, shall apply to all purchases of a beneficial interest in any security through an Initial Public Offering or a Limited Offering by any Access Person who is also classified as Investment Personnel. A record of any decision and the reason supporting such decision to approve the acquisition by Investment Personnel of Initial Public Offerings or Limited Offerings shall be made by the Compliance Officer.

Restrictions on Personal Securities Transactions by Access Persons Who Are Restricted Directors/Trustees and Restricted Officers.

The Fund recognizes that an Access Person who is a Restricted Director/Trustee or a Restricted Officer does not have on-going, day-to-day involvement with the operations of the Fund. In addition, it has been the practice of the Fund to give information about securities purchased or sold by the Fund or considered for purchase or sale by the Fund to Restricted Directors/Trustees and Restricted Officers in materials circulated more than 15 days after such securities are purchased or sold by the Fund or are considered for purchase or sale by the Fund. Accordingly, the Fund believes that less stringent controls are appropriate for Restricted Directors/Trustees and Restricted Officers, as follows:

The securities pre-clearance requirement contained in paragraph IV.B.1.a. above shall only apply to an Access Person who is a Restricted Director/Trustee (other than a director/trustee who is not an “interested person” of the Fund (as defined in the 1940 Act) (the “Independent Directors/Trustees”)) or Restricted Officer if he or she knew or, in the ordinary course of fulfilling his or her official duties as a director/trustee or an officer, should have known, that during the fifteen day period before the transaction in a Covered Security (other than an Exempt Security) or at the time of the transaction that the Covered Security purchased or sold by him or her other than an Exempt Security, was also purchased or sold by the Fund or considered for the purchase or sale by the Fund.

If the pre-clearance provisions of paragraph IV.B.2.a. apply, no clearance will be given to an Access Person who is a Restricted Director/Trustee or Restricted Officer to purchase or sell any Covered Security (1) on a day when any portfolio of the Fund has a pending “buy” or “sell” order in that same Covered Security until that order is executed or withdrawn or (2) when the Compliance Officer has been advised by the investment adviser that the same Covered Security is being considered for purchase or sale for any portfolio of the Fund.

Pre-clearance is not required for any transaction by an Independent Director/Trustee.

Procedures.

In order to provide the Fund with information to enable it to determine with reasonable assurance whether the provisions of this Code are being observed by its Access Persons:

Each Access Person of the Fund other than an Independent Director/Trustee will submit to the administrator an Initial Holdings Report in the form attached hereto as Exhibit A that lists all Covered Securities beneficially owned² by the Access Person except as stated below. The Initial Holdings Report must be submitted within ten days of becoming an Access Person and must contain information current as of a date no more than 45 days prior to becoming an Access Person. The Initial Holdings Report must include the title of each security, the number of shares held, and the principal amount of the security as well as a list of any securities accounts maintained with any broker, dealer or bank.

You will be treated as the “beneficial owner” of a security under this policy only if you have a direct or indirect pecuniary interest in the security.

(a)

A direct pecuniary interest is the opportunity, directly or indirectly, to profit, or to share the profit, from the transaction.

(b)

An indirect pecuniary interest is any nondirect financial interest, but is specifically defined in the rules to include securities held by members of your immediate family sharing the same household; securities held by a partnership of which you are a general partner; securities held by a trust of which you are the settlor if you can revoke the trust without the consent of another person, or a beneficiary if you have or share investment control with the trustee; and equity securities which may be acquired upon exercise of an option or other right, or through conversion.

For interpretive guidance on this test, you should consult counsel.

Each Access Person of the Fund other than an Independent Director/Trustee will also submit to the administrator an Annual Holdings Report attached hereto as Exhibit A no later than 45 days after the end of the calendar year. Except as stated below, the Annual Holdings Report must list all Covered Securities beneficially owned by the Access Person, the title of each security, the number of shares held, and the principal amount of the security, as well as a list of any securities accounts maintained with any broker, dealer or bank.

Each Access Person of the Fund other than a Restricted Director/Trustee or Restricted Officer shall direct his or her broker to supply to the Compliance Officer of the Fund’s administrator, on a timely basis, duplicate copies of confirmations of all securities transactions in which the person has, or by reason of such transaction acquires any direct or indirect beneficial ownership and copies of periodic statements for all securities accounts.

Except as stated below, each Access Person of the Fund, other than an Independent Director/Trustee, shall submit reports in the form attached hereto as Exhibit B to the Fund’s administrator, showing all transactions in Covered Securities in which the person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership, as well as all accounts established with brokers, dealers or banks during the quarter in which any Covered Securities were held for the direct or indirect beneficial interest of the Access Person.³ Such reports shall be filed no later than 30 days after the end of each calendar quarter. An Access Person of the Fund need not make a quarterly transaction report under this paragraph with respect to transactions effected pursuant to an Automatic Investment Plan or if all of the information required by this paragraph V.D. is contained in the brokerage confirmations or account statements required to be submitted under paragraph V.C. and is received by the administrator in the time period stated above.

See footnote 1 above.

Each Independent Director/Trustee need not make an initial or annual holdings report but shall submit the same quarterly report as required under paragraph V.D. to the administrator, but only for a transaction in a Covered Security (except as stated below) where he or she knew at the time of the transaction or, in the ordinary course of fulfilling his or her official duties as a director/trustee, should have known that during the 15 calendar day period immediately preceding or after the date of the transaction, such Covered Security is or was purchased or sold, or considered for purchase or sale, by the Fund.

The reporting requirements of this Section V. do not apply to securities transactions effected for, and any Covered Securities held in, any account over which an Access Person does not have any direct or indirect influence or control.

The administrator of the Fund shall notify each Access Person of the Fund who may be subject to the pre-clearance requirement or required to make reports pursuant to this Code that such person is subject to the pre-clearance or reporting requirements and shall deliver a copy of this Code to each such person.

The administrator of the Fund shall review the initial holdings reports, annual holdings reports, and quarterly transaction reports received, and as appropriate compare the reports with the pre-clearance authorization received, and report to the Fund’s Board of Directors/Trustees, as applicable:

with respect to any transaction that appears to evidence a possible violation of this Code; and

apparent violations of the reporting requirement stated herein.

The Board shall consider reports made to it hereunder and shall determine whether the policies established in Sections IV and V of this Code of Ethics have been violated, and what sanctions, if any, should be imposed on the violator, including but not limited to a letter of censure, suspension or termination of the employment of the violator, or the unwinding of the transaction and the disgorgement of any profits to the Fund. The Board shall review the operation of this Code of Ethics at least once a year.

The Fund’s investment advisers and principal underwriter⁴ shall adopt, maintain and enforce separate codes of ethics with respect to their personnel which comply with Rule 17j-1 under the 1940 Act, and Rule 204-1 of the Advisers Act or Section 15(f) of the 1934 Act, as applicable (and shall forward to the Fund’s administrator and the Fund’s counsel copies of such codes and all future amendments and modifications thereto. The Board of Directors/Trustees, including a majority of the Independent Directors/Trustees, shall approve this Code of Ethics, and the codes of ethics of each investment adviser and principal underwriter of the Fund, and any material amendments to such codes. Such approval must be based on a determination that such codes contain provisions reasonably necessary to prevent Access Persons of the Fund from engaging in any conduct prohibited under such codes and under Rule 17j-1 under the 1940 Act. The Board shall review and approve such codes at least once a year. Furthermore, any material changes to an investment adviser’s or principal underwriter’s code will be approved by the Board at the next scheduled quarterly board meeting and in no case more than six months after such change. Before approving any material amendments to the investment adviser’s or principal underwriter’s code of ethics, the Board must receive a certification from the investment adviser or principal underwriter that it has adopted procedures reasonably necessary to prevent Access Persons from violating its code of ethics and under Rule 17j-1 under the 1940 Act.

⁴

The provisions of Rule 17j-1 only apply to principal underwriters if (a) the principal underwriter is an affiliated person of the Fund or the Fund’s investment adviser; or (b) an officer, director/trustee or general partner of the principal underwriter serves as an officer, director/trustee or general partner of the Fund or of the Fund’s investment adviser.

At each quarterly Board of Directors/Trustees’ meeting the administrator (on behalf of the Fund), investment adviser and principal underwriter of the Fund shall provide a written report to the Fund’s Board of Directors/Trustees stating:

any reported securities transaction that occurred during the prior quarter that may have been inconsistent with the provisions of the codes of ethics adopted by the Fund, the Fund’s investment advisers or principal underwriter; and

all disciplinary actions⁵ taken in response to such violations.

At least once a year, the administrator shall provide to the Board with respect to this Code of Ethics, and the Fund’s investment adviser and principal underwriter shall provide to the Board, with respect to their codes of ethics, a written report which contains: (a) a summary of existing procedures concerning personal investing by advisory persons and any changes in the procedures during the past year, as applicable; (b) an evaluation of current compliance procedures and a report on any recommended changes in existing restrictions or procedures based upon the Fund’s experience under this Code of Ethics, industry practices, or developments in applicable laws and regulations; (c) a summary of any issues arising under the Code of Ethics or procedures since the last report, including but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to material violations; and (d) a certification that the procedures which have been adopted are those reasonably necessary to prevent Access Persons from violating the respective Codes of Ethics.

This Code, the codes of the investment advisers and principal underwriter, a record of any violation of such codes and any action taken as a result of the violation, a copy of each report by an Access Person, any written report hereunder by the Fund’s administrator, investment adviser or principal underwriter, records of approvals relating to Initial Public Offerings and Limited Offerings, lists of all persons required to make reports and a list of all persons responsible for reviewing such reports shall be preserved with the Fund’s records for the period and in the manner required by Rule 17j-1.

⁵

Disciplinary action includes but is not limited to any action that has a material financial effect upon the employee, such as fining, suspending, or demoting the employee, imposing a substantial fine or requiring the disgorgement of profits.

VI.

Certification.

Each Access Person will be required to certify annually that he or she has read and understood this Code of Ethics, and will abide by it. Each Access Person will further certify annually that he or she has disclosed or reported all personal securities transactions required to be disclosed or reported under the Code of Ethics. A form of such certification is attached hereto as Exhibit C.

The Board of Directors of The RBB Fund. Inc. and The RBB Fund Trust

Adopted: February 1, 1995

Revised: February 6, 2013

Revised: November 18, 2016

Revised: May 13, 2021

Revised: June 24, 2021

Exhibit A

The RBB Fund, Inc. and The RBB Fund Trust
(the “Fund”)

Holdings Report

For the Year/Period Ended
	(month/day/year)

[ ] Check Here if this is an Initial Holdings Report

To: U.S. Bancorp Fund Services, as Administrator of the above listed Fund

As of the calendar year/period referred to above, I have a direct or indirect beneficial ownership interest in the securities listed below which are required to be reported pursuant to the Code of Ethics of the Fund:

Title of Security	Cusip Number	Number of Shares	Principal Amount

The name of any broker, dealer or bank with whom I maintain an account in which my securities are held for my direct or indirect benefit are as follows:

For Initial Holdings Reports: This report contains information current as of a date no more than 45 days prior to the date of becoming an Access Person.

This report (i) excludes transactions with respect to which I had no direct or indirect influence or control, (ii) excludes other transactions not required to be reported, and (iii) is not an admission that I have or had any direct or indirect beneficial ownership in the securities listed above.

Date:			Signature:

			Print Name:

Exhibit B

THE RBB FUND, INC. AND THE RBB FUND TRUST
(the “Fund”)

Quarterly Transaction Report*

For the Calendar Quarter Ended
	(month/day/year)

To:

U.S. Bancorp Fund Services, as Administrator of the above listed Fund

Securities Transactions. During the quarter referred to above, the following transactions were effected in securities of which I had, or by reason of such transactions acquired, direct or indirect beneficial ownership, and which are required to be reported pursuant to the Code of Ethics of the Fund:

Title of Security	CUSIP Number	Interest Rate and Maturity Date (If Applicable)	Date of Transaction	Number of Shares or Principal Amount	Dollar Amount of Transaction	Nature of Transaction (Purchase, Sale, Other)	Price	Broker/Dealer or Bank Through Whom Effected

Independent Directors/Trustees only have to complete this report for transactions where they knew at the time of the transaction or, in the ordinary course of fulfilling their official duties as a director/trustee or officer, should have known that during the 15 calendar day period immediately preceding or after the date of the transaction, such security was purchased or sold, or such security was being considered for purchase or sale, by the Fund.

B. New Brokerage Accounts. During the quarter referred to above, I established the following accounts in which securities were held during the quarter for my direct or indirect benefit:

Name of Broker, Dealer or Bank	Date Account Was Established

C. Other Matters. This report (i) excludes transactions with respect to which I had no direct or indirect influence or control, (ii) excludes other transactions not required to be reported, and (iii) is not an admission that I have or had any direct or indirect beneficial ownership in the securities listed above.

Date:			Signature:

			Print Name:

Exhibit C

The RBB Fund, Inc. and The RBB Fund Trust

(the “Fund”)

ANNUAL CERTIFICATE

Pursuant to the requirements of the Code of Ethics of the Fund, the undersigned hereby certifies as follows:

I have read the Fund’s Code of Ethics.

I understand the Code of Ethics and acknowledge that I am subject to it.

Since the date of the last Annual Certificate (if any) given pursuant to the Code of Ethics, I have reported all personal securities transactions and provided any securities holding reports required to be reported under the requirements of the Code of Ethics.

Date:
	Print Name


	Signature

The Fund’s Code Of Ethics And How The Code Affect Your Personal Securities Transactions

Your Classification

Rule

Pre-Clearance
Requirements

Filing Requirements

Restricted/Interested Director(s)/Trustee(s)

You or a member of your immediate family may not trade a Covered Security (other than an Exempt Security) while the Fund is transacting or considering for transaction the same security if during the 15 calendar day period before, or at the same time, you know (or should know) that the security was transacted or considered for such by the Fund.

You must obtain advance clearance for security transactions from the compliance officer of the Fund’s adviser (“Adviser”) if you know (or should know) that the same Covered Security (other than an Exempt Security) has been traded or considered for trade by the Fund within the past 15 days. Your trade must be completed by the close of business on the seventh trading day after the date on which oral authorization is received.

You must make:

● An initial holdings report listing all Covered Securities (other than transactions affected for, and any Covered Securities held in, accounts over which you have no direct or indirect influence or control) you beneficially own (including for example, such securities held by members of your immediate family) and any securities accounts maintained with any broker, dealer or bank to the Administrator within 10 days of becoming an interested director/trustee and containing information current as of a date no more than 45 days prior to the date of becoming an interested director/trustee;

● An annual holdings report listing all Covered Securities (other than transactions affected for, and any Covered Securities held in, accounts over which you have no direct or indirect influence or control) you beneficially own (including for example, such securities held by members of your immediate family) and any securities accounts maintained with any broker, dealer or bank to the Administrator within 45 days after the end of the calendar year;

● A quarterly report listing all transactions in Covered Securities (other than transactions affected for, and any Covered Securities held in, accounts over which you have no direct or indirect influence or control or with respect to transactions pursuant to an Automatic Investment Plan) you beneficially own (including for example such securities held by members of your immediate family) and accounts established with brokers, dealers or banks during the quarter, to the Administration within 30 days after the end of each calendar quarter.

Your Classification	Rule	Pre-Clearance Requirements	Filing Requirements
Restricted/Independent Director(s)/Trustee(s)	Same as above Rule for Restricted/Interested Directors/Trustees	Independent Directors/Trustees are exempt from pre-clearance requirements.	You must make a quarterly report listing all transactions in Covered Securities (other than transactions affected for, and any Covered Securities held in, accounts over which you have no direct or indirect influence or control or with respect to transactions effected pursuant to an Automatic Investment Plan) you beneficially own (including for example, such securities held by members of your immediate family) and accounts established with brokers, dealers or banks during the quarter, to the Administrator within 30 days after the calendar quarter end which were effected when you knew (or should have known) that such Covered Security was transacted by the Fund within 15 days of your transaction in the security.

Your
Classification

Rule

Pre-Clearance
Requirements

Filing Requirements

Non-Restricted/Interested Director(s)/Trustee(s) and Non-Restricted Officer(s)

You or a member of your immediate family may not trade a Covered Security (other than an Exempt Security) while the Fund is purchasing, selling or considering for purchase or sale the same securities.

You must obtain advance clearance from the compliance officer of the Adviser for a transaction in any Covered Security (other than an Exempt Security). The trade must be completed by the close of business on the trading day after the date on which oral authorization is received.

You must provide to the Administrator copies of all brokerage confirmations.

You must make:

● An initial holdings report listing all Covered Securities (other than transactions effected for, and any Covered Securities held in, accounts over which you have no direct or indirect influence or control) you beneficially own (including for example, such securities held by members of your immediate family) and any securities accounts maintained with any broker, dealer or bank to the Administrator within 10 days of becoming an interested director/trustee and containing information current as of a date no more than 45 days prior to the date of becoming an interested director/trustee or officer;

● An annual holdings report listing all Covered Securities (other than transactions effected for, and any Covered Securities held in, accounts over which you have no direct or indirect influence or control) you beneficially own (including for example, such securities held by members of your immediate family) and any securities accounts maintained with any broker, dealer or bank to the Administrator within 45 days after the end of the calendar year;

● A quarterly report listing all transactions in Covered Securities (other than transactions effected for, and any Covered Securities held in, accounts over which you have no direct or indirect influence or control or with respect to transactions effected pursuant to an Automatic Investment Plan) you beneficially own (including for example, such securities held by members of your immediate family) and accounts established with brokers, dealers or banks during the quarter to the Administrator within 30 days after the end of each calendar quarter, unless all of the quarterly report information is contained in brokerage confirmations or account statements submitted to the Administrator.

Your
Classification

Rule

Pre-Clearance
Requirements

Filing Requirements

Restricted Officer(s)

You must obtain advance clearance for security transactions from the compliance officer of the Adviser if you know (or should know) that the same Covered Security (other than an Exempt Security) has been traded or considered for trade by the Fund within the past 15 calendar days. Your trade must be completed by the close of business on the seventh trading day after the date on which oral authorization is received.

You must make:

● An initial holdings report listing all Covered Securities (other than transactions affected for, and any Covered Securities held in, accounts over which you have no direct or indirect influence or control) you beneficially own (including for example, such securities held by members of your immediate family) and any securities accounts maintained with any broker, dealer or bank to the Administrator within 10 days of becoming an officer and containing information current as of a date no more than 45 days prior to the date of becoming an officer;

● A quarterly report listing all transactions in Covered Securities (other than transactions affected for, and any Covered Securities held in, accounts over which you have no direct or indirect influence or control) you beneficially own (including for example, such securities held by members of your immediate family) and accounts established with brokers, dealers or banks during the quarter to the Administrator within 30 days after the end of each calendar quarter.

Note 1:	The terms "Covered Security," "Exempt Security" and "beneficial ownership" are defined terms. Please see the Code of Ethics for the definitions of beneficial ownership, Covered Security and Exempt Security to determine which securities are not subject to the Code's pre-clearance and reporting requirements.
Note 2:	This chart has been developed to assist you in understanding the provisions and requirements of the Code of Ethics. This is not intended to be used as a substitute for but merely as supplement to the Code.

BOSTON PARTNERS

CODE OF ETHICS

As of May 1, 2025

COMPLIANCE POLICIES

A. Code of Ethics

Boston Partners has built a reputation for integrity and professionalism among its clients. We value the confidence and trust those clients have placed in us and strive to protect that trust. This Code of Ethics (the “Code”) is our commitment to protecting our clients’ trust by establishing formal standards for general personal and professional conduct. Furthermore, this Code does not attempt to identify all potential conflicts of interest or conduct abuses, and violations regarding the spirit of the Code may be subject to disciplinary action. Questions regarding the interpretation of the Code or its application to particular conduct should be addressed with Legal or the CD.

APPLICABILITY AND DEFINITIONS

This Code and all sections, unless specifically noted otherwise, apply to all Supervised Persons.

“Supervised Persons” for purposes of this Code means:

Directors, and officers of Boston Partners (or other persons occupying a similar status or performing similar functions);

Employees of Boston Partners and registered representatives of Boston Partners Securities LLC

(collectively “Employees”);

Any other person who provides investment advisory advice on behalf of Boston Partners and is subject to Boston Partners’ supervision and control; and

Certain other persons designated by the CD, such as temporary/contract workers who support our businesses.

“Access Person” for purposes of this Code means any Supervised Person:

Who has access to non-public information regarding any client’s purchases or sales of securities, or

Who has non-public information regarding the portfolio holdings of any mutual fund, managed account, or private investment fund managed by Boston Partners (“client accounts”); or

Who is involved in making securities recommendations to clients or who has access to such recommendations that are nonpublic; or

Who is a director or officer of Boston Partners. Excepted from this requirement are Directors of Boston Partners who are not involved in the day-to-day business activities of the firm or do not have access to confidential information regarding client securities holdings, transactions, or recommendations. Also exempted from this requirement are Boston Partners Funds’ directors who are not employees of Boston Partners nor have access to confidential information regarding client securities holdings, transactions or recommendations; or

Certain other persons designated by the CD, such as temporary/contract workers who support our businesses.

The CD will notify all individuals of their status as either a Supervised Person or an Access Person.

STANDARDS OF BUSINESS CONDUCT

The following principles are intended to guide in the applicability of this Code of Ethics:

Boston Partners is a fiduciary and its Supervised Persons have a duty to act for the benefit of Boston Partners’ clients and shall at all times place the financial interests of the client ahead of Boston Partners;

Boston Partners holds all Supervised Persons responsible to high standards of integrity, professionalism, and ethical conduct; and

Boston Partners fosters a spirit of cohesiveness and teamwork while ensuring the fair treatment of all Supervised Persons.

COMPLIANCE WITH FEDERAL SECURITIES LAWS

All Supervised Persons must comply with applicable federal securities laws. Federal securities laws means the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940 (the “Investment Company Act”), the Advisers Act, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Commission under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the Commission or the Department of the Treasury. The applicable laws are designed to prevent the following practices, which should not be viewed as all-encompassing and are not intended to be exclusive of others.

Supervised Persons must never:

●

Defraud any client in any manner;

●

Mislead any client, including by making a statement that omits material facts;

●

Engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon any client, including misappropriation of an investment opportunity;

●

Engage in any manipulative practice with respect to any client or security, including price manipulation.

CONFLICTS OF INTEREST

As a fiduciary, Boston Partners has an affirmative duty of care, loyalty, honesty to its clients and a duty of utmost good faith to act in the best interests of Boston Partners’ clients. Compliance with this fiduciary responsibility can be accomplished by avoiding conflicts of interest and by fully, adequately, and fairly disclosing all material facts concerning any conflict which arises with respect to any client.

The following specific guidelines should not be viewed as all-encompassing and are not intended to be exclusive of others:

●

No Supervised Person shall take inappropriate advantage of their position with respect to a client, advancing their position for self-gain;

●

No Supervised Person shall use knowledge about pending or currently considered client securities transactions to profit personally as a result of such transactions;

●

All securities transactions affected for the benefit of a client account shall avoid inappropriate favoritism of one client over another client;

●

All securities transactions affected for the benefit of a Supervised Person shall be conducted in such a manner as to avoid abuse of that individual’s position of trust and responsibility.

CONFIDENTIALITY

Boston Partners generates, maintains, and possesses information that it views as proprietary, and it must be held strictly confidential by all Supervised Persons. This information includes, but is not limited to:

●

the financial condition and business activity of Boston Partners or any enterprise with which Boston Partners is conducting business;

●

investment management agreements and partnership agreements;

●

client specific information;

●

holdings in client accounts;

●

research analyses and trading strategies;

●

internal communications;

●

legal advice; and

●

computer access codes.

Supervised Persons may not use proprietary information for their own benefit or for the benefit of any party other than the client. Failure to maintain the confidentiality of this information may have serious detrimental consequences for Boston Partners, its clients, and the Supervised Person who breached the confidence.

In order to safeguard Boston Partners’ proprietary information, Supervised Persons are expected to abide by the following:

●

Never share proprietary information with anyone at Boston Partners except on a needs-to-know basis;

●

Never disclose proprietary information to anyone outside of Boston Partners, except in connection with Boston Partners’ business and in a manner consistent with the client’s interests, or unless required in order to make a statement not misleading, or to otherwise comply with the law;

●

Disclosing proprietary information in connection with Boston Partners’ business is permissible in accordance with Boston Partners’ Selective Disclosure and Disclosing Portfolio Holdings Policy, Boston Partners’ Privacy and Disposal Policy, and Boston Partners’ Media Policy;

●

Never remove any proprietary information from Boston Partners’ premises, unless absolutely necessary for business purposes (and, if so, the information must be kept in the possession of the Supervised Person or in a secure place at all times and returned promptly to Boston Partners’ premises);

●

Exercise caution in displaying documents or discussing information in public places such as in elevators, restaurants, or airplanes, or in the presence of outside vendors or others not employed by Boston Partners;

●

Exercise caution when using e-mail, cellular telephones, facsimile machines or messenger services;

●

Never leave documents containing proprietary information in conference rooms, wastebaskets, or desks, or anywhere else where the information could be seen or retrieved.

Boston Partners’ restrictions on the use of proprietary information continue in effect after termination of employment with Boston Partners, unless specific written permission is obtained from the General Counsel. For purposes of clarification, the terms of any separate confidentiality agreement between an Employee and Boston Partners or any of its affiliates shall supersede this general restriction, to the extent applicable.

Federal law protects the ability of “whistleblowers” to report violations of applicable law. Nothing in any agreement between yourself and Boston Partners shall be interpreted or deemed to limit you in any way from communicating with the Securities and Exchange Commission and/or other regulators about any actions that you reasonably believe to be a violation of applicable securities laws or with any other regulatory or enforcement agency about any actions that you reasonably believe to be a violation of any other applicable law.

Any questions regarding policies and procedures on the use of proprietary information should be brought to the attention of the CCO.

EMPLOYEE PERSONAL SECURITIES MONITORING

DEFINITIONS

“Covered Security” shall include any type of equity or debt instrument, including any rights, warrants, derivatives, convertibles, options, puts, calls, straddles, exchange traded funds (including single-stock ETFs), shares of closed-end mutual funds, shares of open end mutual funds that are advised or sub advised by Boston Partners, its affiliates or, in general, any interest or investment commonly known as a security.

“Non-Covered Security” shall include shares of open-ended mutual funds that are not advised or sub-advised by Boston Partners or its affiliates, direct obligations of the US government, bankers’ acceptances, bank certificates of deposit, commercial paper, high quality short-term debt instruments, including repurchase agreements, which have a maturity at issuance of less than 366 days and that are rated in one of the two highest rating categories by a Nationally Recognized Statistical Rating Organization (“NRSRO”).

“Investment Personnel” shall include portfolio managers, research analysts, traders and any other person who provides information or advice to portfolio managers, or who helps execute or implement the portfolio manager’s decisions as designated by the CD.

“Beneficial Interest” shall include any Covered Security in which a Supervised Person has an opportunity directly or indirectly to provide or share in any profit derived from a transaction in a Covered Security, including:

●

accounts personally held by the Supervised Person;

●

accounts held by the Supervised Person’s immediate family members related by blood or marriage sharing the same household;

●

any person or organization (such as an investment club) with whom a Supervised Person has an opportunity to directly or indirectly share in any profit from a transaction in a Covered Security; or

●

any trusts of which a Supervised Person is trustee with investment control and/or trading authority.

“Designated Broker/Dealer” is one who has contracted with Boston Partners to make available Supervised Persons’ investment accounts, statements and confirmations via electronic download. A list of designated broker/dealers is available upon request from the CD.

“Outside Account” shall include any Supervised Person’s Covered Securities account not held at a

Designated Broker/Dealer.

ACCESS TO SUPERVISED PERSONS’ ACCOUNTS, CONFIRMATIONS AND STATEMENTS

Supervised Persons are required to maintain all discretionary or non-discretionary securities or commodities accounts with a Designated Broker/Dealer, unless prior written permission to maintain an Outside Account has been granted by the CD. This includes any account over which the Supervised Person has the power to exercise investment control, including but not limited to accounts in which the Supervised Person has a direct or indirect Beneficial Interest. If an Outside Account is approved, the Supervised Person must instruct their broker to send duplicate statements and confirmations to the CD.

The CD will supervise the review of all confirmations and/or account statements to ensure the required pre-approvals were obtained and to verify the accuracy of the information submitted in the quarterly reports.

INVESTMENT ACTIVITIES

●

Supervised Persons may not offer investment advice or manage any person’s portfolio in which he/she does not have a beneficial interest without prior written approval.

●

Supervised Persons may not participate in an investment club without prior written approval.

PRE-CLEARANCE

Unless otherwise noted, the following provisions apply to all Covered Securities beneficially owned by Supervised Persons:

Covered Securities Transactions

Mandatory written/electronic pre-clearance prior to the execution of any transaction involving a Covered Security. The CD may approve transactions. See Section 6 for exemptions.

Approvals

Pre-clearance is valid only for the day of approval. If the trade is not executed on the approved date, the pre-clearance process must be repeated prior to execution on the day the transaction is to be effected.

Initial Public Offering (IPO) Transactions

Mandatory written/electronic pre-clearance prior to participation in an IPO, except for Government Bonds and Municipal Securities. Approval is determined on a case-by-case basis; documentation supporting the decision rationale will be maintained on all requests.

Private Limited Opportunity Investments

Mandatory written/electronic pre-clearance prior to the execution of any private limited opportunity investment in a security. Private limited opportunity investments include, but are not limited to, private investments in hedge funds and Delaware Statutory Trusts, as well as any private business investment in a security, including a family business. Any questions regarding whether or not a particular investment requires written/electronic consent should be addressed with the CD prior to investment. Approval is determined on a case-by-case basis; documentation supporting the decision rationale will be maintained on all requests.

Short Sales/Cover Shorts/Options

Mandatory written/electronic pre-clearance prior to execution of any personal transaction involving a short position or option position except for ETFs/ETNs. Supervised Persons may not sell a security short if it is currently held long in a client account. This prohibition includes writing naked call options, or buying naked put options. Approval is determined based on the underlying security and transactions are subject to all blackout policies including the short-term profit prohibition. Short positions on ETFs/ETNs do not require pre-clearance and are not subject to the blackout periods or a 30-day holding period.

Gifts of Securities

Gifts of securities do not need pre-clearance but must be reported on quarterly transaction and annual holdings statements.

Single-Stock ETFs

Mandatory written/electronic pre-clearance prior to investing in any single-stock ETFs. Exemptions under Section 6.B.2. will not apply to single-stock ETFs.

HOLDING PERIODS

Unless otherwise noted, the following provisions apply to all Covered Securities beneficially owned by Supervised Persons:

Supervised Persons may not profit from the purchase and sale, or sale and purchase, of the same (or equivalent) securities within 30 calendar days. “Equivalent” security means any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege at a price related to the subject security or similar securities with a value derived from the value of the subject security.

Multiple purchases/sales of the same or equivalent security will be considered on a First-In-First-Out (“FIFO”) basis.

Closing transactions resulting in a loss may be made after a holding period of one day. Note that pre-clearance is still required for transactions that do not meet the de minimis exemption under Section 6.B.2.

Trading of a security in both directions (buy/sell or sell/buy), (“Day Trading”) is prohibited.

BLACK OUT PERIODS

No Supervised Persons shall purchase or sell any Covered Security for which an open order currently exists in a client portfolio.

Investment Personnel are prohibited from purchasing or selling any Covered Security for which they have responsibility for a Client Transaction or should have knowledge that the security may be under active consideration 3 days before a “Client Transaction.” Transactions are allowed on the third day.

Supervised Persons are prohibited from purchasing or selling any Covered Security that is also held in client accounts 3 calendar days after a “Client Transaction.” Employee trades are allowed on the third day.

“Client Transaction” is generally defined as any trade across all or a significant number of portfolios in one strategy whereby the Covered Security: 1) has been newly established, or 2) the percent holding has been increased or decreased, 3) or a new account is being funded and a significant position, as determined by Boston Partners, is being established.

EXEMPT TRANSACTIONS

Outlined below are certain exemptions to the Code; however, such exemptions may be withheld by Boston Partners in its sole discretion. Additional exemptions may be permitted on a case-by-case basis to any provision in this Code when the circumstances of the situation strongly support an exemption.

Black Out Period Exemptions

Covered Security transactions for which a Supervised Person has requested and received preclearance from the CD will not be deemed to have violated any blackout period in Section 5 based upon subsequent information or events unless the Supervised Person is the Portfolio Manager or other Investment Person directly responsible for recommending, approving/initiating, or executing the client transaction.

Pre-Clearance and Black Out Period Exemptions

The following transactions are exempt from the Pre-Clearance provisions as defined in Section 3 and from the Black Out Period provisions as defined in Section 5.

These transactions are NOT exempt from Holding Period provisions as defined in Section 4 or from the Reporting provisions as defined in Section 7.

1. Purchases and Sales of shares of mutual funds advised or sub-advised by Boston Partners or its affiliates.

2. Purchases and sales involving a long* position in a common stock, exchange-traded fund, or a closed end fund when:

the market cap is in excess of $3 billion; AND

ii)

the aggregate share amount executed across all accounts in which the Employee has a Beneficial Interest is 1,000 shares or fewer over a 30-day period.

*Note, this exemption does not apply to single-stock ETFs, short positions or options.

Purchases and sales of Corporate Bonds.

Pre-Clearance, Holding, and Black Out Period, Period Exemptions

The following transactions are exempt from all Pre-Clearance provisions defined in Section 3, Holding Period provisions as defined in Section 4, and Black Out Period provisions as defined in Section 5.

These transactions are NOT exempt from the Reporting provisions as defined in Section 7.

Covered Security transactions executed on a fully discretionary basis by a Registered Investment Adviser (other than Boston Partners) on behalf of a Supervised Person and a letter stating such is maintained in the file;

Purchases and sales of Exchange traded funds (“ETFs”) / Exchange traded notes (“ETN”) or options on ETFs/ETNs. (*Exemption applies to 30 days hold for profit, does not apply to prohibition of Day Trading. Day Trading of ETFs/ETNs or options on ETFs/ETNs is prohibited);

Purchases or sales effected in any account over which there is no direct or indirect influence or control;

Purchases or sales that are non-volitional such as margin calls, stock splits, stock dividends, bond maturities, automatic dividend reinvestment plans, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities;

Systematic investment plans provided the CCO, or designee, has been previously notified of the participation in the plan;

Any acquisition of a Covered Security through the exercise of rights issued pro rata to all holders of the class, to the extent such rights were acquired in the issue (and not through the acquisition of transferable rights);

Transactions by an Investment Person acting as a portfolio manager for an investment limited partnership or investment company where Boston Partners is the contractual investment adviser and in which the Investment Person has a Beneficial Interest or for or any account in which Boston Partners has a proprietary interest.

REPORTING REQUIREMENTS

Quarterly Transaction Reports

All Supervised Persons must submit to the CD a report of every Covered Security transaction, IPO, private limited opportunity investment, and gift of covered securities in which they received/participated or in which they beneficially owned/participated during the calendar quarter no later than 30 days after the end of that quarter.

The report shall include the following:

The name of the security, the date of the transaction, the interest rate and maturity (if applicable), the number of shares, and the principal amount of each Covered Security involved;

The nature of the transaction (i.e., purchase, sale or other type of acquisition or disposition);

The price at which the transaction was effected;

The name of the broker, dealer, or bank through which the transaction was effected;

With respect to any account established by an Access Person during the quarter, the name of the broker, dealer, or bank with whom the account was established;

The date the account was established; and

The date the report was submitted.

ACCOUNTS HELD AT DESIGNATED BROKER/DEALERS EXCEPTION

For securities transactions for which the CD has direct access through a Designated Broker/Dealer electronic confirmation, such electronic access is deemed to be sufficient reporting to comply with the above requirement although a quarterly certification of completeness is still required. Each Supervised Person must verify that the CD has this required access prior to taking advantage of this exception.

Initial Holdings Report

All Access Persons shall disclose to the CD, no later than 10 days after becoming an Access Person, a listing of Covered Securities in which the Access Person has a Beneficial Interest as of a date no more than 45 days before the report is submitted.

The report shall include the following:

The name of the security, the number of shares, and the principal amount of each Covered Security in which the Access Person had any direct or indirect Beneficial Interest when the person became an Access Person;

The name of any broker, dealer, or bank with whom the Access Person maintained an account in which any securities are held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and

The date the report is submitted.

The CD will review all Initial Holdings Reports in an effort to monitor potential conflicts of interest

and to understand the full nature of the Access Person’s current holdings.

Annual Holdings Reports

Annually, on a date determined by the CD, Access Persons shall deliver to the CD, a listing of Covered Securities in which the Access Person has a Beneficial Interest that must be current as of a date no more than 45 days before the report is submitted.

The report shall include the following:

The name of the security, the number of shares, and the principal amount of each Covered Security in which the Access Person had any direct or indirect Beneficial Interest;

The name of any broker, dealer, or bank with whom the Access Person maintains an account in which any securities are held for the direct or indirect benefit of the Access Person; and

The date the report is submitted.

The CD will review all Annual Holdings Reports in an effort to monitor potential conflicts of

interest and to understand the full nature of the Access Person’s current holdings.

RESTRICTED SECURITIES LIST

The CD maintains a Restricted Security List (the “Restricted List”) which includes all securities where a Supervised Person has, or is in a position to receive, material non-public information about a company, such as information about a company’s earnings or dividends, as a result of a special relationship between Boston Partners or a Supervised Person and the company.

If a Supervised Person knows or believes they have material, non-public information, they must immediately notify Legal or the CD. The decision whether to place a security on the Restricted List and the amount of time a security will remain on the Restricted List shall be made by Legal.

If it is determined that the Supervised Person is in possession of material, non-public information, the CD will establish a “Protective Wall” around the Supervised Person, to the extent reasonably possible. In order to avoid inadvertently imposing greater restrictions on trading than are necessary, a Supervised Person may not discuss this information with anyone without the approval of Legal. In addition, Supervised Persons having access to the Restricted List are to be reminded that the securities on the list are confidential and proprietary and should not be disclosed to anyone without the prior approval of Legal.

When a pre-clearance request is received from a Supervised Persons in a security on the Restricted List, ComplySci will automatically deny the request. The CD maintains procedures for adding securities to the Restricted List as well as monitoring and removal of those securities from the list.

TRADING ACTIVITY REVIEW

Supervised Persons are expected to devote their full time and attention to their work responsibilities. Boston Partners may take steps to curtail an individual’s trading activity if, in the judgment of the appropriate department manager or the CD, the Supervised Person’s trading activity is having or may have an adverse impact on their job performance.

INSIDER TRADING AND MATERIAL NON-PUBLIC INFORMATION

Boston Partners has developed the following policies to monitor, restrict if necessary, and educate Supervised Persons with respect to acquiring and investing when in possession of material, non-public information.

Insider trading is generally defined as purchasing or selling securities while in the possession of material, non-public information in violation of a duty not to trade. However, if no duty exists, it is permissible to trade when in possession of this information. The question of duty is complex and depends on facts and circumstances. Situations which could require a fiduciary duty not to act include but are not limited to: information gained directly from corporate insiders or temporary insiders (i.e. officers, directors and employees of a company), information gained from participation on formal or informal creditors’ committees, and information prohibited from disclosure by confidentiality agreements. Additionally, a misappropriation theory exists whereby an individual who possesses inside information would be prohibited from trading on such information if they are found to owe a duty to a third party and not the corporation whose securities are being traded. You must refer any questions to Legal for a correct interpretation if you believe you may be in possession of material non-public information.

What is Material Information?

There is no statutory definition of material information. Information an investor would find useful in deciding whether or when to buy or sell a security is generally material. In most instances, any non-public information that, if announced, could affect the price of the security should be considered to be material information. If you are not sure whether non-public information is material, you must consult Legal.

What is Non-public Information?

Non-public information is information that is not generally available to the investing public. Information is public if it is generally available through the media or disclosed in public documents such as corporate filings with the SEC. If it is disclosed in a national business or financial wire service (such as Dow Jones or Bloomberg), in a national news service (such as AP or Reuters), in a newspaper, magazine, on the television, on the radio or in a publicly disseminated disclosure document (such as a proxy statement, quarterly or annual report, or prospectus), consider the information to be public. If the information is not available in the general media or in a public filing, consider the information to be non-public. If you are uncertain as to whether material information is non-public, you must consult Legal.

While Supervised Persons must be especially alert to sensitive information, you may consider information directly from a company representative to be public information unless you know or have reason to believe that such information is not generally available to the investing public. In addition, information you receive from company representatives during a conference call that is open to the investment community is public. The disclosure of this type of information is covered by SEC Regulation FD. Please contact Legal if you have any questions with regard to this Regulation.

Supervised Persons working on a private securities transaction who receive information from a company representative regarding the transaction or who have knowledge of an affiliate’s private equity transactions should treat the information as non-public. The termination or conclusion of the negotiations in many instances will not change the status of that information.

Examples of Material, Non-Public Information

Material information may be about the issuer itself such as:

●

Information about a company's earnings or dividends, (such as whether they will be increasing or decreasing);

●

any merger, acquisition, tender offer, joint venture or similar transaction involving the company;

●

information about a company's physical assets (e.g., an oil discovery, or an environmental problem);

●

information about a company's personnel (such as a valuable employee leaving or becoming seriously ill); or

●

information about a company's financial and/or legal status (e.g., any plans or other developments concerning major litigation, financial restructuring or the issuance or redemption of, or any payments on, any securities).

Information may be material that is not directly about a company, if the information is relevant to that company or its products, business, or assets such as:

●

Information that a company's primary supplier is going to increase dramatically the prices it charges; or

●

information that a competitor has just developed a product that may cause sales of a company's products to decrease.

Material information may include information about Boston Partners’ portfolio management activities such as:

●

any information that Boston Partners is considering when assessing whether to purchase or sell a security;

●

any actual purchase or sale decisions; or

●

all client holdings.

Boston Partners’ Use of Material, Non-Public Information

Supervised Persons may receive or have access to material, non-public information in the course of their work at Boston Partners. Company policy, industry practice and federal and state law establish strict guidelines for the use of material, non-public information. To ensure that Supervised Persons adhere to the applicable laws, Boston Partners has adopted the following policies:

Supervised Persons:

●

may not use material, non-public information about an issuer for investment purposes to benefit client or proprietary accounts, for personal gain, or share such information with others for their personal benefit;

●

may not pass material, non-public information about an issuer on to others or recommend that others trade the issuer's securities;

●

must treat as confidential all information defined in Section E, Confidentiality, of this Code and preserve the confidentiality of such information and disclose it only as defined in that section;

●

must consider all client holdings as material, nonpublic information. In addition, if a Supervised Person is aware that Boston Partners is considering or actually trading any security for any account it manages, the Supervised Person must regard that as material, nonpublic information. While deemed material, nonpublic information, securities which Boston Partners is considering or actually trading for client accounts may be traded by Boston Partners and are exempt from reporting to Legal, but remain subject to all other confidentiality provisions discussed above in Section E as well as Boston Partners’ Privacy Policy, Selective Disclosure and Disclosing Portfolio Holdings Policy, and Investment Recommendations Policy;

●

are prohibited from discussing the following when sourcing or analyzing investment ideas with buy-side investment professionals:

●

disclosing whether or not a particular security is held in client accounts;

●

disclosing Boston Partners’ immediate buy/sell intent with respect to a specific security, or

●

making consensus buy/sell decisions; and

●

for material nonpublic information other than Boston Partners client holdings or transactions must contact Legal immediately and disclose that they are in possession of material nonpublic information and may not communicate such information to anyone without the advance approval of Legal.

Penalties for Insider Trading

Trading securities while in possession of material, nonpublic information or improperly communicating that information to others may expose you to stringent penalties. Criminal sanctions may include a monetary fine and/or imprisonment. The SEC can recover the profits gained or losses avoided through the volatile trading, a penalty of up to three times the illicit windfall and an order permanently barring you from the securities industry. Finally, investors seeking to recover damages for insider trading violations may sue you.

Regardless of whether a government inquiry occurs, Boston Partners views seriously any violation of this Policy Statement. Disciplinary sanctions may be imposed on any person committing a violation, including, but not necessarily limited to, censure, suspension, or termination of employment.

Monitoring

In addition to maintaining a Restricted List, Boston Partners maintains Value Added Investor Procedures to monitor potential conflicts of interest and potential insider trading due to the nature of these relationships. Furthermore, the CD monitors for instances of insider trading which include, but are not limited to, reviews of personal trading activity and email surveillance.

Engagement of Research Consultants

No research consultant may be engaged by Boston Partners without the prior approval of the Head of Research and the CCO or his delegate in the CD. An engagement of a research consultant must be undertaken with appropriate safeguards to prevent the transmission of inside information from the consultant to Boston Partners. Any engagement of a research consultant shall be pursuant to a written agreement that shall, at a minimum, (i) impose confidentiality obligations on the consultant, (ii) contain an acknowledgement by the Consultant that Boston Partners is not requesting and does not want to be provided with material non-public information regarding any issuer of securities or information the provision of which would breach any duty, and (iii) contain a covenant by the consultant not to provide any material non-public information to Boston Partners. Prior to approval, the CD shall undertake sufficient due diligence to ensure that the consultant is suitable for retention by Boston Partners, including, in particular, that the consultant has in place reasonable procedures to prevent the transmission to Boston Partners of material nonpublic information. Boston Partners personnel should notify any prospective consultant as soon as reasonably possible at the inception of any discussions about the engagement or services that the consultant may perform for Boston Partners that Boston Partners does not wish to receive any material nonpublic information and requests that the consultant not provide any such information.

GIFTS AND ENTERTAINMENT POLICY

Supervised Persons or their family members should not offer or accept gifts, favors, entertainment or other things of value that could be viewed as overly generous or aimed at influencing decision-making or making a client feel beholden to the firm or the Supervised Person. The following guidelines will further clarify this general principal. Please refer to Boston Partners’ Gift & Entertainment Policy Supplement for specific examples and additional guidance.

DEFINITIONS:

“Gift” – anything of value, including, but not limited to gratuities, tokens, objects, clothing, or certificates for anything of value. The definition also includes any meal, tickets or admission to events where the person supplying the meal or event is not present.

“Entertainment” – business meals and events such as sporting events, shows, concerts where the person supplying the meal or event is present.

GIFTS POLICY

In a given calendar year, no Supervised Person shall accept any Gift(s), in the aggregate, of more than $100 value from the same person or entity that does business with or on behalf of a client (or any of its portfolios), or any entity that provides a service to Boston Partners. Gifts of greater than $100 value are to be declined or returned in order not to compromise the reputation of Boston Partners or the individual. Gifts valued at less than $100 and that are considered customary in the industry, are considered appropriate. Further, small, inconsequential gifts, such as gifts received at a conference that were provided to all attendees, inexpensive promotional items from vendors, and other mementos of the like can be accepted without consequence, as long as they meet the conditions listed above. Additional exemptions may be permitted on a case-by-case basis when the circumstances of the situation strongly support an exemption.

No Supervised Person shall provide Gifts of more than $100 value, per person, per year, to existing clients, prospective clients, or any entity that does business with or on behalf of a client (or any of its portfolios), or any entity that provides a service to Boston Partners. Gifts valued at less than $100 and considered customary in the industry, are considered appropriate.

Generally, a Supervised Person may not accept or provide a Gift of cash or cash equivalent, (such as a gift card, gift certificate or gift check). Exceptions may be permissible with the approval of a member of Boston Partners’ Management Committee.

Supervised Persons are expressly prohibited from soliciting anything of value from a client, or other entity with which the firm does business.

Similarly, Supervised Persons should not agree to provide a Gift that is requested by a client, or other entity with which the firm does business, (such as concert, sporting event or theater tickets,), except if (1) providing the Gift is permissible under this Policy or (2) if not permissible under this Policy, assisting a client or other entity in acquiring tickets for which they intend to pay full value.

ENTERTAINMENT POLICY

Supervised Persons may engage in normal and customary business entertainment. Entertainment that is extraordinary or extravagant, or that does not pertain to business, is not permitted.

Importantly, please note that certain rules and regulations enacted by the client or a regulator of the client may exist which prevent any form of Gifts or Entertainment. You must be cognizant of what each client allows, especially pertaining to public funds, where rules may be very stringent. Prior to providing Entertainment or a Gift to a representative of a public entity, contact the CD to verify interpretation of state or municipal regulations.

STANDARD OF REASONABLENESS

The terms “extraordinary” or “extravagant,” “customary in the industry,” and “normal and customary” may be subjective. Reasonableness is a standard that may vary depending on the facts and circumstances. If you have questions regarding a gift or entertainment, contact your supervisor, or Legal or the CD.

RECORDS AND REPORTING

Boston Partners must retain records of all Gifts and Entertainment given or received for a period of a minimum of five years. Records of all received Gifts and Entertainment must be logged in ComplySci. Outgoing Gifts and Entertainment are not reported through ComplySci. Records of outgoing Gifts and Entertainment are retained by administration responsible for purchasing and disseminating the Gifts and Entertainment, which are recorded using travel and expense reimbursement forms/systems retained by Boston Partners Finance Department.

FOREIGN CORRUPT PRACTICES ACT POLICY

In addition to Boston Partners internal Code of Ethics, salespersons soliciting in foreign jurisdictions must be aware of compliance with the Foreign Corrupt Practices Act (the “FCPA”).

Anti-bribery Provisions

The FCPA makes it unlawful to bribe foreign government officials to obtain or retain business.

5 Elements:

Who: The law applies to any individual, firm, officer, director, employee or agent of a firm and any stockholder acting on behalf of a firm.

Corrupt intent: The person making the payment must have a corrupt intent and the payment must be intended to induce the recipient to misuse his official position to direct business wrongfully to the payer (or firm.)

Payment: Money or anything of value.

Recipient: Corrupt payments to a foreign official, a foreign political party or party official, or any candidate for foreign political office. “Foreign official” means any officer or employee of a foreign government, a public international organization, or any department or agency thereof or any person acting in an official capacity.

Business Purpose Test – Payments made in order to assist the firm in obtaining or retaining business. Interpreted broadly.

Exception:

Payments to facilitate or expedite performance of a “routine governmental action.” Such as: obtaining permits; licenses; or other official documents; processing governmental papers such as visas; providing police protection; mail pick-up and delivery; providing phone service; power and water supply; loading and unloading cargo; protecting perishable products; scheduling inspections.

Procedures:

Gift giving, entertainment and political contribution policies are incorporated in this policy. Employees may not make payments on behalf of Boston Partners.

In the case of a request for facilitation or other payment by any foreign official, candidate, organization, agency or government or any person acting on their behalf, payment on behalf of Boston Partners requires the review and authorization by both the CFO and CLO.

Violations:

The sanctions for FCPA violations can be significant. Companies and individuals that have committed violations of the FCPA may have to disgorge their ill-gotten gains plus pay prejudgment interest and substantial civil penalties. Companies may also be subject to oversight by an independent consultant.

CHARITABLE CONTRIBUTIONS POLICY

From time to time, Boston Partners or its Supervised Persons may be asked by a client to make a charitable contribution. To avoid any real or perceived conflict of interests, Boston Partners has adopted the following procedures.

If a contribution is requested by a client, Boston Partners may agree to charitable contributions subject to the following terms.

The check must be made in Boston Partners’ name (not the client or the Supervised Person)

Any tax benefit is taken by Boston Partners

The contribution does not directly benefit the client

The contribution is not made to satisfy a pledge made by the client

The contribution must be made payable to the 501c3 charitable organization (otherwise, the contribution may be subject to LM-10 filing with the DOL). Upon receiving a charitable contribution request from a labor organization or employee, please contact the CD.

Charitable contributions must be pre-approved by your supervisor. Check request records and corresponding payments will be maintained by Boston Partners Finance Department.

POLITICAL CONTRIBUTIONS POLICY

From time to time, Boston Partners or its employees may be asked by a client to make political contributions. In addition, Supervised Persons and members of their household, by their own volition, may seek to make individual political contributions. As an investment adviser, Boston Partners is often eligible to manage money on behalf of a state or municipality. To avoid any real or perceived conflict of interests, Boston Partners requires that all personal political contributions, including members of their household, be subject to a preclearance policy.

For the purposes of this policy, political contribution includes a direct payment of money or contribution of goods or services to, purchase of a ticket to and costs of hosting a fundraising event for, a campaign organization, or fund raising work done on behalf of, or to benefit, a political campaign organization or candidate.

Certain contributions, even within your voting jurisdiction, may restrict or prohibit Boston Partners from transacting business with a related public entity. If a Supervised Person or a member of their household exceeds the stated contribution guidelines, Boston Partners is prohibited from providing advisory services for compensation to the effected government entity for two years after the contribution.

FIRM CONTRIBUTIONS

Boston Partners does not make political contributions.

INDIVIDUAL CONTRIBUTIONS

For all Supervised Persons (including members of the household)

Boston Partners will not reimburse any employee for individual political contributions. In addition, the Boston Partners’ corporate credit card cannot be used to make contributions.

Preclearance is required for all individual contributions to state, municipal and local candidates and campaigns, whether inside or outside your voting jurisdiction.

Preapproval is required prior to becoming a member of or contributor to any Political Action Committee (“PAC”).

Preclearance is not required prior to individual personal contributions to national election campaigns, national political parties, or candidates for national office such as President of the U.S. or members of the U.S. Senate or House of Representatives unless the candidate is a current state or municipal office holder.

Under federal laws personal contributions for which preclearance is required will be limited to:

●

$350 per household per election per year for candidates for whom a supervised person is eligible to vote.

●

$150 per household per election per year for candidate for whom a supervised person is not eligible to vote.

Limitations under state or municipals laws may differ.

Coordinating or soliciting contributions or payments to elected officials or any state or local political party is prohibited.

If a Supervised Person becomes aware that he or she has exceeded the limitations above, he or she shall contact the CD immediately and the contribution may be required to be returned.

If there is a chance that an individual contribution may cause a conflict of interest with Boston Partners’ business, please consult with the CD.

Political contribution preclearance is effectuated through ComplySci’s system. All political contributions, whether subject to pre-clearance or not, must be logged in ComplySci.

OUTSIDE BUSINESS ACTIVITIES

A potential conflict of interest exists between a Supervised Person’s duties to Boston Partners and its clients when individuals are permitted to engage in outside business activities.

Written requests must be submitted to the Supervised Person’s supervisor with a copy to the CD prior to a Supervised Person seeking to:

●

engage in any outside business activity, or

●

accept any position as an officer or director of any corporation, organization, association, or mutual fund.

The written request must contain all the information necessary to review the activity. The request should contain the name of the organization, whether the organization is public or private, profit or non-profit or charitable, the nature of the business, the capacity in which the employee will serve, an identification of any possible conflicts, the term of the contemplated relationships and any compensation to be received. Supervised Persons are prohibited from serving on the boards of directors of publicly traded companies.

The CD, in conjunction with the Supervised Person’s supervisor and the Director of Human Resources, will review and/or identify any potential conflicts.

If approved, the CD will provide the Supervised Person with written approval. In addition, if applicable, the CD will ensure that a registered representative’s Form U4 is updated with the FINRA. If a resolution to the conflict cannot be reached, the Supervised Person may be asked to terminate either his/her outside employment or his/her position with Boston Partners.

Finally, upon employment and annually thereafter, Supervised Persons are required to fill out the New Employee/Annual Compliance Acknowledgement Form and accompanying Conflicts Questionnaire (“Questionnaire”). The Questionnaire requests information regarding a Supervised Person’s outside business activities. The CD will verify items reported on the Questionnaire against written requests received throughout the year.

REPORTING VIOLATIONS

All Supervised Persons must report violations of this Code promptly to the CD and the General Counsel. Boston Partners is committed to treating all Supervised Persons in a fair and equitable manner.

Individuals are encouraged to voice concerns regarding any personal or professional issue that may impact their ability or Boston Partners’ ability to provide a quality product to its clients while operating under the highest standards of integrity. Retaliation against any individual making such a report is prohibited and constitutes a violation of the Code. Any such reports will be treated confidentially to the extent permitted by law and investigated promptly and appropriately. Based on facts and circumstances, the CD may escalate the matter to Boston Partners’ Management Committee for resolution. Supervised Persons may make use of Boston Partners’ Global Whistle Blowing Policy as summarized in the Employee Handbook.

ANNUAL REVIEWS AND CERTIFICATIONS

The CD will review the Code annually and update any provisions and/or attachments which Boston Partners deems require revision.

Upon employment, all Supervised Persons are required to certify that they have:

Received a copy of the Code;

Read and understand all provisions of the Code; and

Agreed to comply with all provisions of the Code.

At the time of any material amendments to this Code, all Supervised Persons are required to:

Certify they have read and understood the amendments to the Code; and

Agree to comply with the amendment and all other provisions of the Code.

Annually, all Supervised Persons are required to:

Certify they have read and understand all provisions of the Code; and

Agree to comply with all provisions of the Code.

MATERIAL VIOLATIONS AND SANCTIONS

A material code of ethics violation means a breach of the Code that raises relatively serious issues that suggest the possibility of a violation of the securities laws, particularly Section 17(j) of the Investment Company Act of 1940 and Rule 17j-1 thereunder or Section 206 of the Investment Advisers Act of 1940. The triggering event can vary based on the specific facts and circumstances of a situation, but may include issues such as insider trading, front running, short-term trading, market timing or other circumstances or patterns of incidents or transactions or a series of minor violations which in their aggregate may constitute a serious violation.

Regardless of whether a government inquiry occurs, Boston Partners views seriously any violation of its Code of Ethics. Disciplinary sanctions may be imposed on any Supervised Persons committing a violation, including, but not necessarily limited to, censure, suspension, monetary penalties, or termination of employment.

FURTHER INFORMATION

Any Supervised Person that has any questions with regard to the applicability of the provisions of this Code, generally or with regard to any attachment referenced herein, should consult Legal or the CD.

RECORDKEEPING

Boston Partners shall maintain the following records at its principal offices as follows:

This Code and any related procedures, and any code of ethics of Boston Partners that has been in effect during the past five years, shall be maintained in an easily accessible place;

A record of any violation of this Code and of any action taken as a result of the violation, to be maintained in an easily accessible place for at least five years after the end of the fiscal year in which the violation occurs;

A copy of each report under this Code made by (or duplicate brokerage statements and/or confirmations for the account of) an Access Person, to be maintained for at least five years after the end of the fiscal year in which the report is made or the information is provided, the first two years in an easily accessible place;

A copy of each report by the CCO to the Board, to be maintained for at least five years after the end of the fiscal year in which it is made, the first two years in an easily accessible place; and

A record of any decision, and the reasons supporting the decision, to approve an acquisition by a Supervised Person of securities offered in an Initial Public Offering or in a Limited Offering, to be maintained for at least five years after the end of the fiscal year in which the approval is granted.

Matson Money, Inc.

Matson Capital, LLC

Joint Code of Ethics

EFFECTIVE DATE (Matson Money, Inc.): FEBRUARY 1, 2005

REVISED DATE: NOVEMBER 11, 2008

REVISED DATE: DECEMBER 30, 2009

REVISED DATE: APRIL 11, 2013

REVISED DATE: JUNE 30, 2016

REVISED DATE: AUGUST 23, 2019

REVISED DATE: OCTOBER 7, 2022

REVISED DATE: FEBRUARY 7, 2025

REVISED DATE AND EFFECTIVE DATE (Matson Capital, LLC): JULY 1, 2025

1.0

INTRODUCTION

This joint Code of Ethics (the “Code”) establishes rules of conduct for persons who are officers, directors, and employees of Matson Money, Inc. (“Matson Money”) and Matson Capital, LLC (“Matson Capital” and, together with Matson Money, “Matson”). The Code governs their personal investments and conduct.

The Code is being adopted to effectuate the purposes and objectives of Section 204A and Rule 204A-1 of the Investment Advisers Act of 1940 as amended (the “Advisers Act”) and Rule 204-2 under the Advisers Act. Section 204A of the Advisers Act requires the establishment and enforcement of policies and procedures reasonably designed to prevent the misuse of material, non-public information by investment advisers, including Matson. Rule 204A-1 requires an adviser to have a code of ethics that sets forth standards of conduct and requires compliance with applicable federal securities laws by the adviser’s “supervised persons,” requires pre-clearance of certain personal securities transactions by “access persons,” requires reporting of access persons’ personal securities transactions and holdings, requires reporting violations of the code of ethics by supervised persons to the chief compliance officer or a designee, requires that a copy of the code of ethics (and any amendments) be provided to the adviser’s supervised persons and requires supervised persons to provide a written acknowledgment of receipt of the code of ethics and any amendments. Rule 204-2 imposes record keeping requirements with respect to personal securities transactions of certain persons employed by investment advisers.

The purpose of the Code is to (i) remind officers, directors and employees that Matson Money’s and Matson Capital’s responsibility to their respective clients is to provide effective and proper professional investment management advice based upon unbiased independent judgment; (ii) set standards for employee conduct in those situations where conflicts of interest are most likely to arise; (iii) assure that officers, directors and employees understand their responsibilities under the federal securities laws; (iv) protect Matson from reputational damage; and (v) develop procedures that allow Matson to monitor officers, directors and employees’ activity for compliance with the Code.

It is the desire of Matson that the Code be conscientiously followed and effectively enforced. The prime responsibility for following it rests with each officer, director and employee. While Matson will oversee compliance with the Code, a conscientious and professional attitude on the part of each officer, director and employee will ensure that Matson fulfills the highest ethical standards.

Violations of the Code may cause Matson loss of business, legal liability, fines and other punishments. Violations of the Code may result in demotion, suspension, firing, fines and other punishments for individuals. Violations can be categorized as Material and Non-Material Violations, each of which can result in different punishment. A “Material Violation” means a breach of the Code that raises relatively serious issues that suggest the possibility of a violation of the securities laws, particularly Section 17(j) of the Investment Company Act of 1940 (the “Company Act”) and Rule 17j-1 thereunder or Section 206 of the Advisers Act. The triggering event can vary based on the specific facts and circumstances of a situation, but may include issues such as insider trading, front running, short-term trading, market timing or other circumstances or patterns of incidents or transactions or a series of minor violations which in their aggregate may constitute a serious violation.

2.0

APPLICABILITY OF CODE

The Code applies to all of Matson Money’s and Matson Capital’s officers, directors and employees unless the Compliance Officer specifies otherwise in writing. Certain provisions apply to “Supervised Persons,” while others apply only to “Access Persons.” These terms are defined as follows:

Supervised Person of Matson Money: Any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of Matson Money, or other person who provides investment advice on behalf of Matson Money and is subject to the supervision and control of Matson Money.

Access Person of Matson Money: (i) any of Matson Money’s supervised persons who: (a) has access to nonpublic information regarding any Matson Money clients' purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any “reportable fund” (including Matson Funds – see Section 3.1.3, below); or (b) is involved in making securities recommendations to Matson Money clients, or who has access to such recommendations that are nonpublic; and (ii) all of Matson Money’s directors, officers and partners are presumed to be access persons of Matson Money.

Supervised Person of Matson Capital: Any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of Matson Capital, or other person who provides investment advice on behalf of Matson Capital and is subject to the supervision and control of Matson Capital.

Access Person of Matson Capital: (i) any of Matson Capital’s supervised persons who: (a) has access to nonpublic information regarding any Matson Capital clients' purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any “reportable fund” (including Matson Funds – see Section 3.1.3, below); or (b) is involved in making securities recommendations to Matson Capital clients, or who has access to such recommendations that are nonpublic; and (ii) all of Matson Capital’s directors, officers and partners are presumed to be access persons of Matson Capital.

3.0

PERSONAL TRADING POLICY

3.1

Definitions

3.1.1

Covered Security

Any “security” as defined in Advisers Act Section 202(a)(18), except the term Covered Security does not include: direct obligations issued by the Government of the United States; bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; shares issued by money market funds; shares of registered open-end investment companies (excluding Matson Funds); or shares issued by unit investment trusts that are invested exclusively in one or more registered open-end investment companies (excluding Matson Funds).

In general, this includes any financial instrument treated as a security for investment purposes and any related instrument such as options, futures, warrants, convertible securities, forward or swap contracts entered into with respect to one or more securities, a basket of or an index of securities or components of securities, with the exceptions noted above.

Any question regarding whether an instrument is a Covered Security should be directed to the Chief Compliance Officer (“CCO”).

3.1.2

Access Person Accounts

Any account that holds or may hold a Covered Security in which an Access Person has direct or indirect beneficial ownership. Formally, “beneficial ownership” is interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 (the “Exchange Act”) in determining whether a person has beneficial ownership of a security for purposes of Exchange Act Section 16 and the rules and regulations thereunder.

In general, this refers to any account of an Access Person, their spouse, minor children, or immediate family members sharing the same household as the Access Person, trusts or estates of which the Access Person is a beneficiary.

Any question regarding whether an account is an Access Person Account should be directed to the CCO.

3.1.3

Matson Funds

A “Matson Fund” is any investment company registered under the Company Act with Matson Money or Matson Capital as investment adviser (including sub-adviser).

For purposes of the Code, any “Matson Fund” is a Covered Security and a reportable fund with respect to both Matson Money and Matson Capital.

3.2

Initial Public Offerings and Private Placements

Access Person Accounts are prohibited from participating in initial public offerings and private placements.

3.3.

Reports

3.3.1

Quarterly Transaction Reports

Every Access Person must submit a quarterly report containing the information set forth in Exhibit A with respect to each transaction involving any Covered Security in which such Access Person or any of their Access Person Accounts had, or as a result of such transaction acquired, any direct or indirect beneficial ownership. An Access Person must submit this report to the CCO no later than 30 calendar days after the end of the calendar quarter in which the transaction to which the report relates was effected.

3.3.2

Holdings Reports

Initial Holdings Reports. Within 10 days after becoming an Access Person, each Access Person shall disclose: all current personal securities holdings in any of their Access Person Accounts; a list of each broker, dealer or bank with which the Access Person maintains an account in which any securities are held for the Access Person’s direct or indirect benefit; and the additional information required by Exhibit B. Such information must be current as of a date no more than 45 days prior to the date the person becomes an Access Person. Such Access Person must also authorize any such broker, dealer or bank to submit duplicate statements and confirmations to Matson’s CCO.

Annual Holdings Reports. Within 45 days of the end of each calendar year, each Access Person shall disclose: all current personal securities holdings in any of their Access Person Accounts; a list of each broker, dealer or bank with which the Access Person maintains an account in which any securities are held for the Access Person’s direct or indirect benefit; and the additional information required by Exhibit C. Such information must be current as of a date no more than 45 days prior to the date the report is submitted.

3.3.3

Reporting Exceptions; Statements Regarding No Admission of Beneficial Ownership

An Access Person need not submit any report with respect to securities held in accounts over which the Access Person had no direct or indirect influence or control.

An Access Person need not submit any Transaction Report with respect to transactions effected pursuant to an automatic investment plan.

Any report submitted may contain a statement that the report shall not be construed as an admission by the person making such report that they have any direct or indirect beneficial ownership in the security to which the report relates.

3.3.4

Certifications – Exhibit D

Within 30 days of association or employment with Matson and within ten days of adoption of the Code, each Access Person must certify that they have received, read and understand the Code and recognizes that they are subject to such Code. (Exhibit D)

Annually each Access Person must certify that they have read and understand the Code and recognizes that they are subject to such Code. In addition, annually each Access Person must certify that they have disclosed or reported all personal securities holdings and transactions required to be disclosed or reported under the Code. (Exhibit D)

3.4

Review of Reports

The CCO or their designee shall be responsible for reviewing confirmations of transactions for all Access Person Accounts, Initial Holdings Reports, Annual Holdings Reports, Certification of Compliance forms, Personal Securities Transaction Quarterly Reports and any other documents deemed necessary to seek to assure compliance with the Code.

Matson Money purchases and sells open-end mutual funds for clients and the only individual securities Matson Money purchases or sells for clients’ accounts are sales of securities held in a client’s existing account. Matson Capital makes non-discretionary recommendations to its clients regarding Matson Money investment programs and related investment strategies and asset allocations, which involve the client’s purchase and sale of open-end mutual funds. Consequently, the review by the CCO or their designee shall be limited as described below.

3.4.1

Quarterly Reviews

The CCO or their designee is responsible for review and monitoring personal securities transactions of Access Persons in accordance with the following procedures:

The CCO is responsible for reviewing the list of Access Persons against the quarterly securities reports each quarter to seek to assure reporting compliance by all Access Persons.

The CCO shall prepare a written report each quarter to Matson’s CEO in the event that any issues arose during the previous quarter under this policy.

3.4.2

Annual Reviews

The CCO is responsible for reviewing a list of all Access Persons against Initial and Annual Securities Holdings Reports to seek to assure compliance with the reporting requirements.

In addition, the securities holdings reports should be compared to a sample of quarterly securities transaction reports and/or statements from financial institutions holding the accounts to seek to assure the Access Person is reporting personal securities transactions as required.

3.4.3

Ongoing Reviews

The CCO is responsible for the following additional procedures relating to personal securities transactions of Access Persons:

Create and maintain a listing of all Access Persons, which addresses any distinctions between Matson Money Access Persons and Matson Capital Access Persons to the extent, and in a manner, that the CCO determines to be necessary or appropriate; and

Promptly report any apparent violations of the Code to Matson’s CEO in writing.

4.0

STANDARD OF BUSINESS CONDUCT

Matson Money’s and Matson Capital’s Supervised Persons are in a position of trust with respect to each firm’s respective clients. This position requires Matson’s Supervised Persons to act at all times with the utmost integrity. Matson’s Supervised Persons should perform their duties with complete propriety and should not take advantage of their position. These persons should use reasonable care and exercise independent professional judgment. In any act in which a Supervised Person engages, the Supervised Person should consider the reputation of Matson, whether their conduct is not only legal, but also ethical, whether they are acting in the best interests of Matson Money’s and/or Matson Capital’s (as applicable) clients, and whether their act or omission to act is consistent with Matson’s ideals of integrity, openness, honesty and trust. The Supervised Person shall not engage in any professional conduct involving fraud, dishonesty, deceit or misrepresentation of a material fact.

Supervised Persons should keep in mind the following fundamental fiduciary principles that govern their activities:

The interests of clients must come first;

Supervised Persons must not take inappropriate advantage of their positions;

Information concerning clients’ investments must be kept confidential; and

Supervised Persons shall deal fairly and objectively with all clients and prospects when disseminating investment recommendations, disseminating material changes in prior investment recommendations, and (as applicable) taking investment action.

4.1

Conflicts of Interest

The Code is intended to (a) minimize conflicts of interest and even the appearance of conflicts of interest, between Matson Money’s and Matson Capital’s Supervised Persons and their respective firm’s clients in the securities markets and (b) assure that personal securities transactions of Matson’s Supervised Persons are made in compliance with applicable securities laws.

Matson’s general policy is to avoid conflicts of interest wherever possible and, where they unavoidably occur, to resolve them in favor of clients.

4.2

Compliance with applicable federal securities laws.

Matson Money Supervised Persons are not permitted in connection with the purchase or sale by such person of a security held or to be acquired by Matson Money for a client, and Matson Capital Supervised Persons are not permitted in connection with the purchase or sale by such person of a security recommended or to be recommended by Matson Capital to a client:

To employ any device, scheme or artifice to defraud any client(s) or prospective clients;

To make any untrue statement of a material fact or omit to state to a client or prospective client a material fact necessary in order to make the statements made, in light of the circumstances in which they are made, not misleading;

To engage in any transaction, practice or course of business which operates or would operate as a fraud or deceit upon any client or prospective client; or

To engage in any act, practice, or course of business which is fraudulent, deceptive or manipulative.

In addition, Matson Supervised Persons shall comply with the applicable provisions of the Securities Act of 1933, the Exchange Act, the Advisers Act, the Company Act, and Gramm-Leach-Bliley Act of 1999 and the rules thereunder. In summary, these laws and rules:

●

require registration of publicly traded securities,

●

place restrictions on the manner privately offered securities are offered and sold,

●

require registration of an investment company unless an exemption is available,

●

mandate full disclosure of all material facts when offering or selling a security, advising a client or managing an investment company,

●

prohibit fraud in connection with the offer and sale of securities,

●

prohibit fraud on the securities markets,

●

require registration of investment companies and investment advisers unless an exemption is available, and,

●

set forth requirements to protect the privacy of client personal information.

4.3

Delivery of the Code to Each Supervised Person

Matson shall deliver a copy electronically of the Code and each amendment or amended version to each Supervised Person.

4.4

Ethical Restraint

All Access Persons are required to comply with ethical restraints relating to clients and their accounts, including restrictions on giving gifts to, and receiving gifts from, clients or advisors, in violation of any applicable Matson Money or Matson Capital Gift Policy. Any violation of this provision shall be promptly reported to the CEO, CCO, or the Compliance Officer of Matson, and may be the cause of disciplinary action against the Access Person, including demotion, suspension, or termination.

5.0

SAFEGUARDING DATA

Supervised Persons must safeguard material, non-public information about Matson client transactions and adhere to any applicable Matson Money or Matson Capital Privacy Policy. This includes, but is not limited to adherence to physical and technical security of data.

5.1

Supervised Persons may not share access codes or passwords with other Supervised Persons, contractors, or agency employees.

5.2

Supervised Persons are prohibited from electronically or otherwise transmitting client transactions to unauthorized entities. Authorized entities include, but are not limited to:

Brokers or Dealers with a business need.

Vendors with a contractual need and who have executed a non-disclosure agreement with Matson.

6.0

DISCLOSURE OF THE CODE ON THE FORM ADV PART 2A

Matson Money and Matson Capital each will summarize the key provisions of the Code in response to Section 11 on its respective Form ADV Part 2A, in accordance with the SEC’s required ADV renewal schedule. The disclosure will state that Matson will provide a copy of the Code to any client or prospective client upon request.

The CCO or their designee will make a record of all requests and the date and to whom the Code was delivered.

7.0

REPORTS OF VIOLATIONS OF THE CODE

Any Supervised Person who becomes aware of any apparent violation of the Code shall promptly report such apparent violation to the CEO, CCO, or Compliance Officer of Matson.

8.0

WHISTLEBLOWER POLICY

As articulated in the Code’s statement on Standard of Business Conduct, central to Matson's compliance culture is an ingrained commitment to fiduciary principles. The policies and procedures set forth here and in our Compliance Manual, and their consistent implementation by all Supervised Persons of Matson evidence Matson’s unwavering intent to place the interests of clients ahead of self-interest for Matson, our management and staff.

Every employee has a responsibility for knowing and following Matson’s policies and procedures. Every person in a supervisory role is also responsible for those individuals under their supervision.

Recognizing our shared commitment to clients, all employees are required to conduct themselves with the utmost loyalty and integrity in their dealings with clients, customers, stakeholders and one another. Improper conduct on the part of any employee puts Matson and company personnel at risk. Therefore, while managers and senior management ultimately have supervisory responsibility and authority, these individuals cannot stop or remedy misconduct unless they know about it. Accordingly, all employees are not only expected to, but are required to report their concerns about potentially illegal conduct as well as violations of our company’s policies.

8.1

Reporting Potential Misconduct

To ensure consistent implementation of such practices, it is imperative that Supervised Persons have the opportunity to report any good faith concerns or suspicions of improper activity at Matson (whether by a Supervised Person or other party) confidentially and without retaliation.

Matson Money’s or Matson Capital’s Whistleblower Policy, as applicable, covers the treatment of all concerns relating to suspected illegal activity or potential misconduct.

Supervised Persons may report potential misconduct by submitting a 'Report a Violation' form available on the main web portal of the COMPLY (formerly NRS) website, or by submitting the violation via written complaint to the CCO. By default, reports submitted via the COMPLY portal shall be submitted anonymously unless the individual unchecks the box that indicates the sender wishes to remain anonymous. Reports of violations or suspected violations must be reported to the CCO and/or to other designated members of senior management. Supervised persons may report suspected improper activity by the CCO to Matson’s other senior management.

Link and login information to COMPLY can be found in Matson’s Compliance Manual.

8.2

Responsibility of the Whistleblower

A person must be acting in good faith in reporting a complaint or concern under this policy and must have reasonable grounds for believing a violation of the Code has occurred. A malicious allegation known to be false is considered a serious offense and shall be subject to disciplinary action that may include termination of employment.

8.3

Right of the Whistleblower to Report Potential Violations of Law

Nothing in the Code prohibits or prevents any individual from reporting possible violations of law or regulation or from providing related documents or information without prior notice to or approval from Matson, to any regulator, or federal, state, or local governmental agency, including but not limited to the SEC or the Commodity Futures Trading Commission (“Agencies”). Nothing in the Code is intended to impair any individual’s rights under whistleblower laws or limit any right to receive an award for information provided to any Agencies.

8.4

Handling of Reported Improper Activity

Matson shall take seriously any report regarding a potential violation of Matson’s policy or other improper or illegal activity, and recognizes the importance of keeping the identity of the reporting person from being widely known. Supervised Persons are to be assured that Matson will appropriately manage all such reported concerns or suspicions of improper activity in a timely and professional manner, confidentially and without retaliation.

In order to protect the confidentiality of the individual submitting such a report and to enable Matson to conduct a comprehensive investigation of reported misconduct, Supervised Persons should understand that those individuals responsible for conducting any investigation are generally precluded from communicating information pertaining to the scope and/or status of such reviews.

8.5

No Retaliation Policy

It is Matson’s policy that no Supervised Person who submits a complaint made in good faith will experience retaliation, harassment, or unfavorable or adverse employment consequences. A Supervised Person who retaliates against a person reporting a complaint will be subject to disciplinary action, which may include termination of employment. A Supervised Person who believes s/he has been subject to retaliation or reprisal as a result of reporting a concern or making a complaint is to report such action to the CCO or to Matson’s other senior management in the event the concern pertains to the CCO.

9.0

SANCTIONS

The sanctions for violation of the Code may include any or all of the following: (1) a letter of censure, (2) a fine, (3) temporary or permanent suspension of trading for any Access Person Accounts, (4) temporary suspension of employment, (5) termination of employment, (6) disgorgement of any ill-gotten profits or avoidance of losses, (7) and/or any other sanction deemed appropriate by the CCO and the CEO of Matson.

10.0

COMPLIANCE OVERSIGHT OF THE CODE

10.1

The CCO’s responsibilities which they may delegate to another person include the following:

Create and maintain a list of all Supervised Persons and Access Persons for each of Matson Money and Matson Capital.

Monitor personal securities transactions and reporting in accordance with the procedures in Section 3;

Monitor compliance with the Standards of Business Conduct in accordance with the procedures in Section 4;

Require Supervised Persons to read the Code and obtain required acknowledgments in accordance with the procedures in Section 3;

Monitor requests for a copy of the Code and subsequent delivery in accordance with Section 6;

Monitor ADV disclosure regarding the Code for accuracy;

Report all Code violations or apparent violations to Matson’s CEO in writing promptly upon discovery;

Review the Code for adequacy and effectiveness at least annually and report the results to Matson’s CEO; and

Maintain required books and records in accordance with the provisions of Section 11.0.

10.2.

Matson’s CEO and CCO are responsible for the review and evaluation of the full details of any suspected violations of the Code and imposition of sanctions when necessary.

11.0.

REQUIRED RECORDS

The CCO or their designee will ensure that the following books and records are maintained in, as appropriate, electronic or hard copy form for at least five years, two years in an easily accessible place (i.e., Matson Money’s or Matson Capital’s office, as applicable):

A copy of each Code that has been in effect at any time during the past five years;

A record of any violation of the Code and any action taken as a result of such violation for five years from the end of the fiscal year in which the violation occurred;

A record of all written acknowledgements of receipt of the Code and amendments for each person who is currently, or within the past five years was, a Supervised Person; (These records must be kept for five years after the individual ceases to be a Supervised Person of Matson Money or Matson Capital, as applicable.)

Holdings and transactions reports made pursuant to the Code, including any brokerage confirmation and account statements made in lieu of these reports; and

A list of the names of persons who are currently, or within the past five years were Access Persons of Matson Money or Matson Capital, as applicable.

EXHIBIT A

QUARTERLY ACCOUNTS AND TRANSACTIONS REPORT
(MAINTAINED IN COMPLIANCE ALPHA SYSTEM; CERTIFICATION LANGUAGE REPRODUCED BELOW)

Instructions

Please complete both sections (Accounts and Transactions) of this certification as detailed below and certify that they are accurate.

By signing below, you affirm that you have attested completely and truthfully to the above inquiry.

Date:

Signature:

Print Name:

EXHIBIT B

INITIAL HOLDINGS

(MAINTAINED IN COMPLIANCE ALPHA SYSTEM; CERTIFICATION LANGUAGE REPRODUCED BELOW)

To the Chief Compliance Officer of Matson Money, Inc. (“Matson Money”) and Matson Capital, LLC (“Matson Capital”):

I have read and understand the Joint Code of Ethics and recognize that I am subject thereto as an employee of Matson Money or Matson Capital, as applicable.

I hereby certify that the following is a list of all Covered Securities (as defined in the Joint Code of Ethics) that my Access Person Accounts own as of , 20 .

I hereby certify that the following is a list of each broker, dealer or bank with which I maintain an account in which any securities are held for my direct or indirect benefit.

Except as noted below, I hereby certify that I have no knowledge of the existence of any personal conflict of interest relationship which may involve Matson Money’s or Matson Capital’s (as applicable) clients, such as any economic relationship between my securities holdings and securities held or to be acquired by Matson Money’s clients, or recommended or to be recommended to Matson Capital’s clients, as applicable.

Date:

Signature:

Print Name:

EXHIBIT C

ANNUAL HOLDINGS

(MAINTAINED IN COMPLIANCE ALPHA SYSTEM; CERTIFICATION LANGUAGE REPRODUCED BELOW)

To the Chief Compliance Officer of Matson Money, Inc. (“Matson Money”) and Matson Capital, LLC (“Matson Capital”):

I have read and understand the Joint Code of Ethics (the “Code”) and recognize that I am subject thereto as an employee of Matson Money or Matson Capital, as applicable.

I hereby certify that I have complied with the requirements of the Code and I have reported all securities transactions each calendar quarter.

I hereby certify that the following is a list of all Covered Securities (as defined in the Joint Code of Ethics) that my Access Person Accounts owned as of , 20 .

I hereby certify that the following is a list of each broker, dealer or bank with which I maintain an account in which any securities are held for my direct or indirect benefit.

Except as noted below, I hereby certify that I have no knowledge of the existence of any personal conflict of interest relationship which may involve Matson Money’s or Matson Capital’s (as applicable) clients, such as any economic relationship between my transactions or securities holdings and securities held or to be acquired by Matson Money’s clients, or recommended or to be recommended to Matson Capital’s clients, as applicable.

Date:

Signature:

Print Name:

EXHIBIT D

INITIAL AND ANNUAL JOINT CODE OF ETHICS CERTIFICATIONS
(BOTH MAINTAINED IN COMPLIANCE ALPHA SYSTEM; CERTIFICATION LANGUAGE REPRODUCED BELOW)

I acknowledge that I have received a copy of the Joint Code of Ethics (the “Code”) and certify that:

I have read the Code and understand its terms and applicability to me;

As an employee of Matson Money, Inc. and/or Matson Capital, LLC, as applicable, I am subject to, and agree to comply in all respects with, the policies and procedures outlined in the Code; and

I have had an opportunity to ask questions about the Code and my questions have been thoroughly answered.

Unless otherwise noted, I am not presently violating any of the policies and procedures described in the Code.

By signing below, you affirm that you have attested completely and truthfully to the above inquiry.

Date:

Signature:

Print Name:

Office: 513 204 8000 | Fax: 513 204 8005 | Fax: 888 853 2485 | 5955 Deerfield Blvd. Mason, Ohio 45040 | www.matsonmoney.com

GRA-1869 MM and MC_Code of Ethics_06172025

RULE 17j-1 CODE OF ETHICS

Rule 17j-1 Code of Ethics

Contents

INTRODUCTION		1
1. STANDARDS OF PROFESSIONAL CONDUCT		2
a.	Fiduciary Duties	2
b.	Compliance with Laws	2
c.	Corporate Culture.	2
d.	Professional Misconduct	3
e.	Disclosure of Conflicts	3
f.	Undue Influence.	3
g.	Confidentiality and Protection of Material Nonpublic Information	3
h.	Personal Securities Transactions	4
i.	Gifts	4
j.	Service on Boards	4
k.	Prohibition Against Market Timing	4
2. WHO IS COVERED BY THIS CODE		5
3. PROHIBITED TRANSACTIONS		5
a.	Blackout Period.	5
b.	Requirement for Pre-clearance.	5
c.	Fund Officer Prohibition.	6
4.	REPORTING REQUIREMENTS OF ACCESS PERSONS	6
a.	Reporting.	6
b.	Exceptions from Reporting Requirement of Section 4.	6
c.	Initial Holdings Reports	6
d.	Quarterly Transaction Reports	7
e.	New Account Opening; Quarterly New Account Report	7
f.	Annual Holdings Reports	7
g.	Alternative Reporting.	8
h.	Report Qualification.	8
i.	Providing Access to Account Information.	8
j.	Confidentiality of Reports	8
5. ACKNOWLEDGEMENT AND CERTIFICATION OF COMPLIANCE		8
6. REPORTING VIOLATIONS		9
7. TRAINING		9
8. REVIEW OFFICER		10
a.	Duties of Review Officer	10
b.	Potential Trade Conflict	10
c.	Required Records	10
d.	Post-Trade Review Process	11
e.	Submission to Fund Board.	11
f.	Report to the General Counsel	12
APPENDIX A-Foreside Companies		13
APPENDIX B-Definitions		14
ATTACHMENT A-Access Person Acknowledgment		16
ATTACHMENT B-Pre-Clearance Form		17

INTRODUCTION

This Rule 17j-1 Code of Ethics (the “Code”) has been adopted by Foreside Financial Group, LLC (d/b/a ACA Group) (“Foreside”) and certain of its direct or indirect wholly owned subsidiaries as listed in Appendix A (each, a “Company” and collectively, the “Companies”), collectively doing business as ACA Group or ACA Foreside. This Code pertains to the Companies’ distribution services to registered management investment companies or series thereof, as well as those funds for which certain employees of the Companies (or an affiliate thereof) serve as an officer or director of a registered investment company (“Fund Officer”) or have been designated an Access Person by the Review Officer¹ (each a “Fund” and as set forth in the List of Access Persons & Reportable Funds). This Code:

establishes standards of professional conduct;

establishes standards and procedures for the detection and prevention of activities by which persons having knowledge of the investments and investment intentions of a Fund may abuse their fiduciary duties to the Fund; and

addresses other types of conflict-of-interest situations.

Definitions of underlined terms are included in Appendix B.

Each Company, through its President, may impose internal sanctions should Access Persons of any Company (as identified on the List of Access Persons & Reportable Funds maintained by the Review Officer or their designee) violate these policies or procedures. A registered broker-dealer and its personnel may be subject to various regulatory sanctions, including censure, suspension, fines, expulsion or revocation of registration for violations of securities rules, industry regulations and the Company’s internal policies and procedures. In addition, negative publicity associated with regulatory investigations and private lawsuits can negatively impact and severely damage business reputation.

Furthermore, failure to comply with this Code is a very serious matter and may result in internal disciplinary action being taken. Such action may include, among other things, warnings, reprimands, restrictions on activities and/or suspension or termination of employment. Violations also may result in referral to regulatory, civil or criminal authorities where appropriate.

Should Access Persons require additional information about this Code or have ethics-related questions, please contact the Review Officer, as defined under Section 8 below, directly.

Each Company is adopting this Code pursuant to Rule 17j-1 with respect to certain funds that it distributes or for which an employee of the Company serves as a Fund Officer or has been designated as an Access Person. Pursuant to the exception noted under Rule 17j-1(c)(3), adopting and approving a Rule 17j-1 code of ethics with respect to a Fund, as well as the Code’s administration, by a principal underwriter is not required unless:

►

the principal underwriter is an affiliated person of the Fund or of the Fund’s adviser, or

►

an officer, director or general partner of the principal underwriter serves as an officer, director or general partner of the Fund or of the Fund’s investment adviser.

A Fund Officer is permitted to report as an Access Person under this Code with respect to the Funds listed on the List of Access Persons & Reportable Funds maintained by the Review Officer.

STANDARDS OF PROFESSIONAL CONDUCT

Each Company forbids any Access Person from engaging in any conduct that is contrary to this Code. Furthermore, certain persons subject to the Code are also subject to other restrictions or requirements that affect their ability to open securities accounts, effect securities transactions, report securities transactions, maintain information and documents in a confidential manner and other matters relating to the proper discharge of their obligations to the Company or to a Fund.

Each Company has always held itself and its employees to the highest ethical standards. Although this Code is only one manifestation of those standards, compliance with its provisions is essential. Each Company adheres to the following standards of professional conduct, as well as those specific policies and procedures discussed throughout this Code:

Fiduciary Duties.

Each Company and its Access Persons are fiduciaries and at all times shall:

—

act solely for the benefit of the Funds; and

—

place each Fund’s interests above their own.

Compliance with Laws.

Access Persons shall maintain knowledge of and comply with all applicable federal and state securities laws, rules and regulations, and shall not knowingly participate or assist in any violation of such laws, rules or regulations.

It is unlawful for Access Persons to use any information concerning a security held or to be acquired by a Fund, or their ability to influence any investment decisions, for personal gain or in a manner detrimental to the interests of a Fund.

Access Persons shall not, directly or indirectly, in connection with the trading of a Fund’s shares or the purchase or sale of a security held or to be acquired by a Fund for which they are an Access Person:

(i)

employ any device, scheme or artifice to defraud a Fund or engage in any manipulative practice with respect to a Fund;

(ii)

make to a Fund any untrue statement of a material fact or omit to state to a Fund a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

(iii)

engage in any act, practice, or course of business that operates or would operate as a fraud or deceit upon a Fund; or

(iv)

engage in any manipulative practice with respect to securities, including price manipulation.

Corporate Culture.

Access Persons, through their words and actions, shall act with integrity, encourage honest and ethical conduct and adhere to a high standard of business ethics.

Professional Misconduct.

Access Persons shall not engage in any professional conduct involving dishonesty, fraud, deceit or misrepresentation, or commit any act that reflects adversely on their honesty, trustworthiness or professional competence. Access Persons shall not knowingly misrepresent, or cause others to misrepresent, facts about a Company to a Fund, a Fund’s shareholders, regulators or any member of the public. Disclosure in reports and documents should be fair and accurate.

Disclosure of Conflicts.

As a fiduciary, each Company and Access Person has an affirmative duty of care, loyalty, honesty and good faith to act in the best interests of a Fund. Compliance with this duty can be achieved by trying to avoid conflicts of interest and by fully disclosing all material facts concerning any conflict that does arise with respect to any Fund. Access Persons must try to avoid situations that have even the appearance of conflict or impropriety.

This Code prohibits inappropriate favoritism of one Fund over another that would constitute a breach of fiduciary duty. Access Persons shall support an environment that fosters the ethical resolution of, and appropriate disclosure of, conflicts of interest, and shall comply with any prohibition on activities imposed by a Company if a conflict of interest exists. If any Access Person is (or becomes) aware of a personal interest that is, or might be, in conflict with the interest of a Fund, that Access Person must promptly disclose the situation or transaction and the nature of the conflict to the Review Officer for appropriate consideration.

Undue Influence.

Access Persons shall not cause or attempt to cause any Fund to purchase, sell or hold any security in a manner calculated to create any personal benefit to them or others whose accounts they hold a beneficial ownership interest (i.e., their spouse or domestic partner, minor children or relatives who reside in the Access Person’s household) or over which they have direct or indirect influence or control.

Confidentiality and Protection of Material Nonpublic Information.

The term “Material Nonpublic Information” refers to information that is both material information and nonpublic information, and also may be referred to as “Inside Information.” Information is considered to be “Nonpublic Information” unless it has been publicly disclosed, for example, through public filing with a securities regulator, issuance of a press release or the issuance of a prospectus. The term “Material Information” has no specific definition, but, for the purposes of this Code, it shall refer to any information that might have an effect on the market for a security generally or any information that a reasonable person would consider important in a decision to buy, hold or sell a security. Examples of material nonpublic information may include, but are not limited to: sales results; earnings (or loss) estimates (including significant changes to previously released information); dividend actions; strategic plans; new products, discoveries or services; significant personnel changes; acquisition, merger and divestiture plans; liquidity issues; proposed securities offerings; major pending or threatened litigation or potential claims; restructurings and recapitalizations; and the negotiation or termination of major contracts or relationships.

Information concerning the identity of portfolio holdings and financial circumstances of a Fund is confidential. Access Persons are responsible for safeguarding such material nonpublic information about a Fund, including portfolio recommendations and fund holdings. Except as required in the normal course of carrying out their business responsibilities and as permitted by a Fund’s policies and procedures, Access Persons shall not reveal information relating to the investment intentions or activities of any Fund, or securities that are being considered for purchase or sale on behalf of any Fund.

Access Persons in possession of material nonpublic information must maintain the confidentiality of such information, and each Company shall be bound by a Fund’s policies and procedures with regard to disclosure of an investment company’s identity, affairs and portfolio holdings. The obligation to safeguard such Fund information would not preclude Access Persons from providing necessary information to, for example, persons providing services to a Company or a Fund’s account such as brokers, accountants, custodians and fund transfer agents, or in other circumstances when the Fund consents, as long as such disclosure conforms to the Fund’s portfolio holdings disclosure policies and procedures.

In any case, Access Persons shall not:

—

trade based upon inside information, especially where Fund trades are likely to be pending or imminent; or

—

use or share knowledge of any material nonpublic information of a Fund for personal gain or benefit or for the personal gain or benefit of others.

Personal Securities Transactions.

All personal securities transactions shall be conducted in such a manner as to be consistent with this Code and to avoid any actual or potential conflict of interest or any abuse of any Access Person’s position of trust and responsibility.

Gifts.

Access Persons shall not accept or provide anything in excess of $100.00 (per individual per year) or any other preferential treatment, in each case as a gift, to or from any broker-dealer or other entity with which a Company or a Fund does business.

Service on Boards.

Access Persons shall not serve on the boards of trustees (or directors) of publicly traded companies, absent prior authorization based upon a determination by the Review Officer that the board service would be consistent with the interests of the Company, a Fund and its shareholders.

Prohibition Against Market Timing.

Access Persons shall not engage in market timing of shares of Reportable Funds (a list of which are provided in the List of Access Persons & Reportable Funds maintained by the Review Officer). For purposes of this section, an Access Person’s trades shall be considered ‘market timing’ if made in violation of any stated policy in the Fund’s prospectus.

WHO IS COVERED BY THIS CODE

All Access Persons, in each case only with respect to the Reportable Funds as listed on the List of Access Persons & Reportable Funds maintained by the Review Officer, shall abide by this Code. Access Persons are required to immediately notify the Review Officer of their appointment as an officer of a Reportable Fund. Access Persons are required to comply with specific reporting requirements as set forth in Sections 3 and 4 of this Code.

PROHIBITED TRANSACTIONS

Blackout Period.

Access Persons shall not purchase or sell a Reportable Security in an account in their name, or in the name of others in which they hold a beneficial ownership interest or over which they have direct or indirect influence or control, if they had actual knowledge at the time of the transaction that, during the 24 hour period immediately preceding or following the transaction, the security was purchased or sold or was considered for purchase or sale by a Fund.

Requirement for Pre-clearance.

Access Persons must obtain prior written approval from the Review Officer before:

(i)

directly or indirectly acquiring beneficial ownership in securities in an initial public offering for which no public market in the same or similar securities of the issue has previously existed;

(ii)

directly or indirectly acquiring beneficial ownership in securities in a private placement; and

(iii)

directly or indirectly purchasing, selling or acquiring shares of a Reportable Fund for which they are an Access Person.

All requests for pre-clearance of securities transactions must be submitted to the Review Officer for review using the Pre-Clearance Request Form, in the form of Attachment B.

In determining whether to pre-clear the transaction, the Review Officer shall consider, among other factors, whether such opportunity is being offered to the Access Person by virtue of his or her position with the Fund or would result in a conflict of interest. Other factors to be considered may include: discussion with the Access Person concerning the reason for the requested transaction and how he or she became aware of the investment; the Access Person’s work role; the size and holding period of the proposed investment; the market capitalization of the issuer; the liquidity of the security; and other relevant factors. The Review Officer granting or denying the request must document the basis for the decision and notify the requesting person whether the trading request is approved or denied.

A pre-clearance request should not be submitted for a transaction that the requesting person does not intend to execute. Pre-clearance trading authorization is valid only from the time when approval is granted through the next business day. If the transaction is not executed within this period, an explanation of why the pre-cleared transaction was not completed must be submitted to the Review Officer within five (5) days. With respect to any effected transaction, the Access Person must provide the Review Officer with a transaction report evidencing the transaction consistent with the reporting requirements of Section 4.

Fund Officer Prohibition.

No Fund Officer shall directly or indirectly seek to obtain information (other than that necessary to accomplish the functions of the office) from any Fund portfolio manager regarding (i) the status of any pending securities transaction for a Fund or (ii) the merits of any securities transaction contemplated by the Fund Officer.

REPORTING REQUIREMENTS OF ACCESS PERSONS

Reporting.

Access Persons must report the information described in this Section with respect to transactions in any Reportable Security in which they have, or by reason of such transaction acquire, any direct or indirect beneficial ownership. Access Persons must submit such information via the ComplianceAlpha system, unless they are otherwise required by a Fund, pursuant to a Code of Ethics adopted by the Fund, to report to the Fund or another entity.

Exceptions from Reporting Requirement of Section 4.

Access Persons need not submit:

(i)

any report with respect to securities held in accounts over which the Access Person had no direct or indirect influence or control;

(ii)

a quarterly transaction report with respect to transactions effected pursuant to an automatic investment plan. However, any transaction that overrides the pre-set schedule or allocations of the automatic investment plan must be included in a quarterly transaction report;

(iii)

a quarterly transaction report with respect to transactions effected which were non-volitional on the part of the Access Person, including acquisitions of Reportable Securities by gift or inheritance; or

(iv)

a quarterly transaction report if the report would duplicate information contained in broker trade confirmations or account statements that the Company holds in its records so long as the Company receives the confirmations or statements no later than thirty (30) days after the end of the applicable calendar quarter.

Initial Holdings Reports.

No later than ten (10) days after a person becomes an Access Person, the person must report the following information:

(i)

the title, type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares and principal amount of each Reportable Security (whether or not publicly traded) in which the person has any direct or indirect beneficial ownership as of the date the person became an Access Person;

(ii)

the name of any broker, dealer or bank with whom the person maintains an account in which any securities were held for the Access Person’s direct or indirect benefit as of the date the person became an Access Person; and

(iii)

the date that the report is submitted by the Access Person.

The information contained in the initial holdings report must be current as of a date no more than forty-five (45) days prior to the date the person becomes an Access Person.

Quarterly Transaction Reports.

No later than thirty (30) days after the end of a calendar quarter, each Access Person must submit a quarterly transaction report which includes, at a minimum, the following information with respect to any transaction during the quarter in a Reportable Security (whether or not publicly traded) in which the Access Person had any direct or indirect beneficial ownership:

(i)

the date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Reportable Security involved;

(ii)

the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

(iii)

the price of the Reportable Security at which the transaction was effected;

(iv)

the name of the broker, dealer or bank with or through which the transaction was effected; and

(v)

the date that the report is submitted.

New Account Opening; Quarterly New Account Report.

Each Access Person shall provide written notice to the Review Officer prior to opening any new account with any entity through which a Reportable Securities (whether or not publicly traded) transaction may be effected for which the Access Person has direct or indirect beneficial ownership.

In addition, no later than thirty (30) days after the end of a calendar quarter, each Access Person must submit a Quarterly New Account Report with respect to any account established by such a person in which any Reportable Securities (whether or not publicly traded) were held during the quarter for the direct or indirect benefit of the Access Person. The Quarterly New Account Report shall cover, at a minimum, all accounts at a broker-dealer, bank or other institution opened during the quarter and provide the following information:

(1)

the name of the broker, dealer or bank with whom the Access Person has established the account;

(2)

the date the account was established; and

(3)

the date that the report is submitted by the Access Person.

Annual Holdings Reports.

Annually, each Access Person must report the following information (which information must be current as of a date no more than forty-five (45) days before the report is submitted):

(i)

the title, type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares and principal amount of each Reportable Security (whether or not publicly traded) in which the Access Person had any direct or indirect beneficial ownership;

(ii)

the name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities are held for the Access Person’s direct or indirect benefit; and

(iii)

the date that the report is submitted by the Access Person.

Alternative Reporting.

The submission to the Review Officer of duplicate broker trade confirmations and account statements on all securities transactions required to be reported under this Section shall satisfy the reporting requirements of Section 4. The annual holdings report may be satisfied by confirming annually, in writing, the accuracy of the information delivered by, or on behalf of, the Access Person to the Review Officer and recording the date of the confirmation.

Report Qualification.

Any report may contain a statement that the report shall not be construed as an admission by the person making the report that he or she has any direct or indirect beneficial ownership in the Reportable Securities to which the report relates.

Providing Access to Account Information.

Access Persons will promptly:

(i)

provide full access to a Fund, its agents and attorneys to any and all records and documents which a Fund considers relevant to any securities transactions or other matters subject to the Code;

(ii)

cooperate with a Fund, or its agents and attorneys, in investigating any securities transactions or other matter subject to the Code;

(iii)

provide a Fund, its agents and attorneys with an explanation (in writing if requested) of the facts and circumstances surrounding any securities transaction or other matter subject to the Code; and

(iv)

promptly notify the Review Officer or such other individual as a Fund may direct, in writing, from time to time, of any incident of noncompliance with the Code by anyone subject to this Code.

Confidentiality of Reports.

Transaction and holdings reports will be maintained in confidence, except to the extent necessary to implement and enforce the provisions of this Code or to comply with requests for information from regulatory or government agencies or law enforcement where applicable.

ACKNOWLEDGEMENT AND CERTIFICATION OF COMPLIANCE

Each Access Person is required to acknowledge in writing, initially and annually (in the form of Attachment A), that the person has received, read and understands the Code (and in the case of any amendments thereto, shall similarly acknowledge such amendment) and recognizes that he or she is subject to the Code. Further, each such person is required to certify annually that he or she has:

—

read, understood and complied with all the requirements of the Code;

—

disclosed or reported all personal securities transactions pursuant to the requirements of the Code; and

—

not engaged in any prohibited conduct.

If an Access Person is unable to make the above representations, he or she shall report any violations of this Code to the Review Officer.

REPORTING VIOLATIONS

Access Persons shall report any violations of this Code promptly to the Review Officer, unless the violations implicate the Review Officer, in which case the individual shall report the violations to the General Counsel of ACA. Such reports will be confidential, to the extent permitted by law, and investigated promptly and appropriately. Retaliation against an individual who reports a violation is prohibited and constitutes a further violation of this Code.

Reported violations of the Code will be investigated and appropriate actions will be taken. Types of reporting that are required include, but are not limited to:

—

Noncompliance with applicable laws, rules and regulations;

—

Fraud or illegal acts involving any aspect of the Company’s business;

—

Material misstatements in regulatory filings, internal books and records, Fund records or reports;

—

Activity that is harmful to a Fund, including Fund shareholders; and

—

Deviations from required controls and procedures that safeguard a Fund or a Company.

Access Persons should seek advice from the Review Officer with respect to any action or transaction that may violate this Code, and refrain from any action or transaction that might lead to the appearance of a violation. Access Persons should promptly report any apparent or suspected violations in addition to actual or known violations of this Code to the Review Officer.

TRAINING

Training with respect to the Code will occur initially upon an employee becoming or being designated an Access Person and at least annually thereafter. In addition, all Access Persons are required to attend any training sessions or read any applicable materials. Training may include, among other things, (1) periodic orientation or training sessions with new and existing personnel to remind them of their obligations under the Code and/or (2) certifications that Access Persons have read and understood the Code, and require re-certification that they have re-read, understand and have complied with the Code.

REVIEW OFFICER

Duties of Review Officer.

The Review Officer identified in Appendix A has been appointed by each Company as the Review Officer to:

(i)

review all securities transaction and holdings reports and maintain the names of persons responsible for reviewing these reports;

(ii)

identify all persons of each Company who are Access Persons subject to this Code, promptly inform each Access Person of the requirements of this Code and provide them with a copy of the Code and any amendments;

(iii)

compare, on a quarterly basis, all Reportable Securities transactions with each Fund’s completed portfolio transactions to determine whether a Code violation may have occurred;

(iv)

maintain signed acknowledgments and certifications by each Access Person who is then subject to this Code, in the form of Attachment A;

(v)

inform all Access Persons of their requirements to obtain prior written approval from the Review Officer prior to directly or indirectly acquiring beneficial ownership of a security in any private placement, initial public offering or Reportable Fund;

(vi)

ensure that Access Persons receive adequate training on the principles and procedures of this Code;

(vii)

review, at least annually, the adequacy of this Code and the effectiveness of its implementation; and

(viii)

submit a written report to a Fund’s Board as described in Section 8(e) and (f), respectively.

The General Counsel of ACA, or their designee, shall review any reportable securities transactions of the Review Officer and shall assume the responsibilities of the Review Officer in his or her absence. The Review Officer may delegate responsibilities described herein to an appropriate Foreside representative.

Potential Trade Conflict.

When there appears to be a Reportable Securities transaction that conflicts with the Code, the Review Officer shall request a written explanation from the Access Person with regard to the transaction. If, after post-trade review, it is determined that there has been a material violation of the Code, a report will be made by the Review Officer with a recommendation of appropriate action to be taken to the General Counsel of ACA and the President of each Company, where applicable, the Chief Compliance Officer of each Company’s Broker-Dealer, where applicable, and a Fund’s Board of Trustees (or Directors), where applicable.

Required Records.

The Review Officer shall maintain and cause to be maintained:

(i)

a copy of any code of ethics adopted by each Company that is in effect, or at any time within the past five (5) years was in effect, in an easily accessible place;

(ii)

a record of any violation of any code of ethics, and of any action taken as a result of such violation, in an easily accessible place for at least five (5) years after the end of the fiscal year in which the last entry was made on any such report, the first two (2) years in an easily accessible place;

(iii)

a copy of each holdings and transaction report (including duplicate confirmations and statements) made by anyone subject to this Code as required by Section 4 for at least five (5) years after the end of the fiscal year in which the report is made, the first two (2) years in an easily accessible place;

(iv)

a record of all written acknowledgements and certifications by each Access Person who is currently, or within the past five (5) years was, an Access Person (records must be kept for 5 years after individual ceases to be an Access Person under the Code);

(v)

a list of all persons who are currently, or within the past five years were, required to make reports or who were responsible for reviewing these reports pursuant to any code of ethics adopted by each Company, in an easily accessible place;

(vi)

a copy of each written report and certification required pursuant to Section 8(e) of this Code for at least five (5) years after the end of the fiscal year in which it is made, the first two (2) years in an easily accessible place;

(vii)

a record of any decision, and the reasons supporting the decision, approving the acquisition of securities by Access Persons under Section 3(b) of this Code, for at least five (5) years after the end of the fiscal year in which the approval is granted; and

(viii)

a record of any decision, and the reasons supporting the decision, granting an Access Person a waiver from, or exception to, the Code for at least five (5) years after the end of the fiscal year in which the waiver is granted.

Post-Trade Review Process.

Following receipt of trade confirms and statements, transactions will be screened by the Review Officer (or his or her designee) for the following:

(i)

same day trades: transactions by Access Persons occurring on the same day as the purchase or sale of the same security by a Fund for which they are an Access Person.

(ii)

blackout period trades: transactions by Access Persons occurring within 24 hours before or after the time as the purchase or sale of the same security by a Fund for which they are an Access Person.

(iii)

fraudulent conduct: transaction by Access Persons which, within the most recent fifteen (15) days, is or has been held by a Fund or is being or has been considered by a Fund for purchase by a Fund.

(iv)

market timing of Reportable Funds: transactions by Access Persons that appear to be market timing of Reportable Funds.

(v)

other activities: transactions which may give the appearance that an Access Person has executed transactions not in accordance with this Code or otherwise reflect patterns of abuse.

Submission to Fund Board.

(i)

Upon request by the Fund Board, the Review Officer shall annually prepare a written report to the Board of Trustees (or Directors) of a Fund listed in the List of Access Persons & Reportable Funds maintained by the Review Officer that:

describes any issues under this Code or its procedures since the last report to the Trustees (or Directors), including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to the material violations; and

certifies that each Company has adopted procedures reasonably necessary to prevent Access Persons from violating this Code.

(ii)

The Review Officer shall ensure that this Code and any material amendments are submitted to the Board of Trustees (or Directors) for approval for those funds listed in the List of Access Persons & Reportable Funds maintained by the Review Officer.

Report to the General Counsel.

The Review Officer shall prepare a written report to the General Counsel of ACA and the President of each Company, where applicable, and the Chief Compliance Officer of each Company’s Broker-Dealer, where applicable, regarding any material issues that arose during the year under the Code, including, but not limited to, material violations of and sanctions under the Code.

As amended: February 13, 2025

RULE 17j-1 CODE OF ETHICS

APPENDIX A

FORESIDE COMPANIES

The following affiliated entities and direct or indirect wholly owned subsidiaries of Foreside Financial Group, LLC are subject to the Rule 17j-1 Code of Ethics for Distribution Services, Fund Officers Services, and Designated Access Persons:

Affiliated Entity	Appointed Review Officer
Distribution Services, LLC*	Teresa Cowan
Foreside Distribution Services, L.P.*	Teresa Cowan
Foreside Financial Services, LLC*	Teresa Cowan
Foreside Fund Officer Services, LLC	Josh Broaded
Foreside Fund Services, LLC*	Teresa Cowan
Foreside Funds Distributors LLC*	Teresa Cowan
Foreside Global Services, LLC*	Teresa Cowan
Funds Distributor, LLC*	Teresa Cowan
IMST Distributors, LLC*	Teresa Cowan
MGI Funds Distributors, LLC*	Teresa Cowan
Northern Funds Distributors, LLC*	Teresa Cowan
Orbis Investments (U.S.), LLC*	Teresa Cowan
Parnassus Funds Distributor, LLC*	Teresa Cowan
Perpetual Americas Funds Distributors, LLC*	Teresa Cowan
Quasar Distributors, LLC*	Teresa Cowan
Sterling Capital Distributors, LLC*	Teresa Cowan
VT Distributors LLC*	Teresa Cowan

FINRA-registered broker-dealer

The companies listed on this Appendix A may be amended from time to time, as required.

RULE 17j-1 CODE OF ETHICS

APPENDIX B

DEFINITIONS

(a)

Access Person:

(i)(1)

of a Company means each director or officer of the Companies who in the ordinary course of business makes, participates in or obtains information regarding the purchase or sale of Reportable Securities for a Fund or whose functions or duties as part of the ordinary course of business relate to the making of any recommendation to a Fund regarding the purchase or sale of Reportable Securities.

(ii)(2)

of a Fund, whereby an employee or agent of a Company serves as an officer of a Fund (“Fund Officer”). Such Fund Officer is an Access Person of a Fund and is permitted to report under this Code unless otherwise required by a Fund’s Code of Ethics.

(iii)(3)

of a Company includes anyone else specifically designated by the Review Officer.

(b)

Beneficial Owner shall have the meaning as that set forth in Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended, except that the determination of direct or indirect beneficial ownership shall apply to all Reportable Securities that an Access Person owns or acquires. A beneficial owner of a security is any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest (the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the subject securities) in a security. An Access Person is presumed to be a beneficial owner of securities that are held by his or her immediate family members sharing the Access Person’s household.

(c)

Indirect pecuniary interest in a security includes securities held by a person’s immediate family sharing the same household. Immediate family means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships).

(d)

Control means the power to exercise a controlling influence over the management or policies of an entity, unless this power is solely the result of an official position with the company. Ownership of 25% or more of a company’s outstanding voting securities is presumed to give the holder thereof control over the company. This presumption may be rebutted by the Review Officer based upon the facts and circumstances of a given situation.

(e)

Purchase or sale includes, among other things, the writing of an option to purchase or sell a Reportable Security.

(f)

Reportable Fund (see List of Access Persons & Reportable Funds maintained by the Review Officer) means any fund that triggers the Company’s compliance with a Rule 17j-1 Code of Ethics or any fund for which an employee or agent of the Company serves as a Fund Officer.

(g)

Reportable Security means any security such as a stock, bond, future, investment contract or any other instrument that is considered a ‘security’ under Section 2(a)(36) of the Investment Company Act of 1940, as amended, except:

(i)

direct obligations of the Government of the United States;

(ii)

bankers’ acceptances and bank certificates of deposits;

(iii)

commercial paper and debt instruments with a maturity at issuance of less than 366 days and that are rated in one of the two highest rating categories by a nationally recognized statistical rating organization;

(iv)

repurchase agreements covering any of the foregoing;

(v)

shares issued by money market mutual funds;

(vi)

shares of SEC registered open-end investment companies (other than exchange-traded funds or Reportable Funds); and

(vii)

shares of unit investment trusts that are invested exclusively in one or more open-end funds, none of which are exchange-traded funds or Reportable Funds.

Included in the definition of Reportable Security are:

►

Shares of a Reportable Fund;

►

Options on securities, on indexes, and on currencies;

►

All kinds of limited partnerships;

►

Foreign unit trusts, UCITs, SICAVs and foreign mutual funds; and

►

Private investment funds, hedge funds and investment clubs.

(h)

Security held or to be acquired by the Fund means

(i)

any Reportable Security which, within the most recent fifteen (15) days (x) is or has been held by the applicable Fund or (y) is being or has been considered by the applicable Fund or its investment adviser for purchase by the applicable Fund; and

(ii)

any option to purchase or sell, and any security convertible into or exchangeable for, a Reportable Security.

RULE 17j-1 CODE OF ETHICS

ATTACHMENT A

ACCESS PERSON ACKNOWLEDGMENT

I understand that I am an Access Person subject to the Rule 17j-1 Code of Ethics (the “Code”) for ACA Foreside Distribution Services, Fund Officers Services, and Designated Access Persons adopted by Foreside Financial Group, LLC (“Foreside”) and one or more of the Foreside company as listed in Appendix A. I hereby certify that I have read and understand the current Code, and will comply with it in all respects. In addition, I certify that I have complied with the requirements of the Code, and that I have disclosed or reported all personal securities accounts and transactions required to be disclosed or reported pursuant to the requirements of the Code.


Signature		Date


Printed Name

This form must be completed and submitted in Compliance Alpha

Received By:

Date:

RULE 17j-1 CODE OF ETHICS

ATTACHMENT B

PRE-CLEARANCE REQUEST FORM

As an Access Person subject to the Rule 17j-1 Code of Ethics (the “Code”) for ACA Foreside Distribution Services, Fund Officers Services, and Designated Access Persons adopted by Foreside Financial Group, LLC (“Foreside”) and one or more of the Foreside companies as listed in Appendix A, I hereby request approval to purchase an initial public offering, private placement or shares of a Reportable Fund for which I am an Access Person. Pursuant to my request, I provide the following information concerning the security where applicable.

1.	Name of security/investment:

2.	Type of security/interest:

3.	Name of brokerage firm/other entity:

4.	Account number:

5.	Type of transaction (buy/sell/other-specify):

6.	Number of shares/interest:

7.	Price of each security/interest:

8.	Name of firm offering the investment opportunity:

9.	Please describe how you became aware of this investment opportunity:

I understand that it is a violation of the Code to purchase an initial public offering, private placement or shares of a Reportable Fund for which I am an Access Person without receiving prior written approval from Foreside’s Review Officer. I further understand that (i) any pre-clearance trading authorization is valid only from the time when approval is granted through the next business day and (ii) an explanation of why the pre-cleared transaction was not completed must be submitted to the Review Officer within five (5) days if the transaction is not executed within the period. I also agree to provide the Review Officer with a transaction report evidencing the pre-cleared transaction consistent with the reporting requirements of Section 4. of the Code.


Signature		Date


Print Name		Job Title

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To be completed by the Review Officer and returned to the Access Person.

Approval request granted: Yes: No:

The following criteria were considered in assessing the Access Person’s pre-clearance request (use back of page if necessary):


Authorized Signature		Date

CODE OF ETHICS

Definitions of Terms in the Code of Ethics

A. “Supervised Persons” are all employees and independent contractors of the adviser subject to the adviser’s supervision and control.

B. "Access Persons" are supervised persons who have access to nonpublic information regarding the adviser’s purchase or sale of securities or are involved in the investment decision making process or have access to nonpublic recommendations.

Access persons are required to report personal trading activities in accounts of immediate family members living in their same household, as well as all accounts in which they maintain a beneficial interest.

C. "Automatic Investment Plan" means a program in which regular periodic purchases (or withdrawals) are made automatically from investment accounts in accordance with a pre-determined schedule or allocation. An Automatic Investment Plan includes a dividend reinvestment plan also known as a DRIP.

D. "Beneficial Ownership" means a direct or indirect pecuniary interest in a security, as set forth in Section 16 of the Securities Exchange Act of 1934, as amended. A person, for example, would be deemed to have a beneficial ownership of securities if he or she directly owns the securities, his or her spouse or minor children own the securities, or if such person, by contract, arrangement, understanding or relationship, has sole or shared voting or investment power over the securities held by such person.

E. "Client" means any person who has entered into an Investment Advisory Agreement or similar agreement with SGI.

F. "Control" means the power to exercise a controlling influence over the management or policies of a company. A person is deemed to exercise control who has a 25% or more ownership position of a company's equity securities, or otherwise controls a company as defined in Section 2(a)(9) of the Investment Company Act of 1940.

G. "Market Timing" means frequent buying or selling shares of the same mutual fund or buying or selling mutual fund shares to exploit inefficiencies in mutual fund pricing.

H. "Security" means a security as defined in Section 202(a)(18) of the Investment Advisers Act of 1940, as amended, except that it does not include:

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direct obligations of the U.S. Government, State or City;

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any security issued by a mutual fund registered in the U.S. (other than a mutual fund advised by SGI or an affiliate) or a unit investment trust that invests exclusively in one or more unaffiliated mutual funds registered in the U.S., including 529 College Savings Plans; and

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any money market fund securities or money market instruments, including bankers' acceptances, certificates of deposit, commercial paper, and high-quality short-term debt instruments.

I. “Reportable Securities” are any security transactions made by Access P ersons except for transaction in the following securities:

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Direct obligations of the government of the United States;

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Bankers’ acceptances, bank certificates of deposit, commercial paper, and high-quality short-term debt instruments, including repurchase agreements;

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Shares issued by money market funds;

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Shares issued by open-end funds other than Reportable Funds¹;

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Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are Reportable Funds; or

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Mutual funds and Exchange Traded Funds (ETFs)

Commodities, futures, and commodities exchange, including currency futures are not considered securities for the purposes of pre-clearance and reporting.

Policy

SGI employees and independent contractors must abide by the standards set forth in Rule 204A-1 under the Investment Advisers Act and Rule 17j-1 under the Investment Company Act.

Rule 204A-1 requires each adviser to adopt a Code of Ethics to address not only personal trading, but to also address standards of business conduct founded on principles of openness, integrity, and honesty.

Rule 17 j-1 prohibits “Access Persons” of the investment company’s investment adviser to engage in “fraudulent, deceptive or manipulative” practices in connection with their personal trading in securities when those securities are held or to be acquired by the investment company.

Standard of Business Conduct

The Code of Ethics is based on the principle that SGI and each of its employees and independent contractors have a fiduciary duty to its Clients and a responsibility to comply with federal and state securities laws and all other applicable laws. These responsibilities require that Supervised Persons conduct their personal securities transactions in a manner that does not interfere with the transactions of any Client and that does not take unfair advantage of an employee’s relationship with Clients. In recognition of this responsibility, SGI hereby adopts the following general principles as part of the Code of Ethics to guide the actions of its Supervised Persons:

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Supervised Persons have the responsibility at all times to place the interests of SGI’s Clients first;

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Supervised Persons have the responsibility to conduct all personal securities transactions in a manner consistent with these procedures and in such a manner to avoid any actual or potential conflict of interest with a client;

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Supervised Persons have the duty to conduct all personal securities transactions in such a manner as to avoid any actual or potential abuse of his/her position of trust and responsibility;

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Supervised Persons must refrain from actions or activities that allow a person to profit or benefit from his or her position with respect to a Client, or that otherwise bring into question the Supervised Person's independence or judgment;

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Supervised Persons will not engage in bribery or any corrupt behavior with respect to any business transactions relating to directly or indirectly to SGI; and

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All personal securities transactions by Supervised Persons must avoid even the appearance of a conflict of interests with SGI Clients.

A “Reportable Fund” means (a) any fund for which SGI serves as the investment adviser as defined in section 2(a)(20) of the Investment Company Act of 1940; or (b) any fund whose investment adviser or principal underwriter controls SGI, is controlled by SGI, or is under common control with SGI.

Prohibitions

A. Investment Recommendations: No Access Person shall in connection with the recommendation of a security held or to be acquired or sold by any Client shall:

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employ any device, scheme, or artifice to defraud such Client;

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make any untrue statement of a material fact or omit to state a material fact necessary to make the recommendation made not misleading;

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engage in any act, practice, or course of business that would operate as a fraud or deceit upon such Client; or

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engage in any manipulative practice with respect to such Client.

B. Investment Opportunity. An Access Person must offer an investment opportunity first to Clients before he or she or SGI may act on that opportunity.

C. Market Timing and Short-Swing Trading. No employee or independent contractor may engage in prohibited market timing of the shares of a mutual fund or short-swing trading.

D. Interest in Securities. No Access Person shall recommend any transaction in any Securities to any Client without having disclosed his or her interest, if any, in such Securities or the issuer thereof.

E. IPO’s and Private Placements. No Access Person may:

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acquire a security in an initial public offering without the written consent of the Chief Compliance Officer, or designee;

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acquire a limited offering or private placement without the written consent of the Chief Compliance Officer, or designee;

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make a wrongful arrangement or a wrongful quid pro quo of any kind with Clients in exchange for IPO allocations; or

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share profits or losses with a client who receives an Initial Public Offering (“IPO”) allocation or allocations.

F. Short-Term Trading. No Access Person may profit from the purchase of a security followed by the sale of the same security within thirty (30) days of the purchase. Any profits on short-term trades will generally be required to be disgorged.

Access Persons & Personal Trading

Pre Clearance of Securities Trades

When making personal investments, Access Persons must exercise extreme care to ensure that you do not violate the Code and your fundamental responsibilities. SGI’s Access Person must have written clearance for all personal securities transactions before completing the transactions. SGI reserves the right to disapprove any proposed transaction that may have the appearance of improper conduct.

Access Persons shall complete SGI’s Pre-Clearance Form or may request pre-clearance via email. All pre-clearance requests must be submitted to SGI’s CCO or someone so designated by the CCO with the CCO’s oversight. Once pre-clearance is granted to an Access Person, such person may only transact in that security for three (3) business days. If this person wishes to transact in that security after three business days, he/she must again obtain pre-clearance from the CCO.

The preclearance and approval requirements above apply also to Access Persons’ immediate household family members.

Blackout Period

An Access Person may not enter into a Personal Securities Transaction in a security prior to, and including, one (1) business day before or after transacting in the same security or related financial instrument for the Client.

Similarly, an Access Person may not enter into a Personal Securities Transaction in a security prior to, and including, one (1) business day before or after a Client if the Access Person knows of another Access Person’s intention to transact in the same security or a related financial instrument for that Client.

This blackout period does not apply to any Client restricted security.

Reporting of Securities Trades and Holdings

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Initial And Annual Holdings Reports

Each Access Person must file a report of his or her personal securities holdings (i) within ten (10) days of becoming an Access Person; and (ii) at least once a year thereafter by filing an Annual Certification of Compliance within thirty (30) days of the end of the calendar year. Such reports must be current as of a date not more than forty (45) days prior to the individual becoming an Access Person or the date the Annual Certification of Compliance is submitted.

Monthly or quarterly statements can be used to satisfy the Initial and Annual Transaction Report, provided that the statements contained all the required information for the transactions effected.

(c) the date the Employee or independent contractor submits the report. When the Access Person submits brokerage or custodial statements to satisfy the initial and/or annual holdings report requirement, the Access Person must be certain that such statements include the information listed above.

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Quarterly Transaction Report

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Deadline:

Each Access Person, who trades during a quarter, shall file a Quarterly Transaction Report for all transactions in Securities in which such Access Person has acquired any direct or indirect Beneficial Ownership. Reports shall be filed with Compliance within thirty (30) days after the end of each calendar quarter.

Monthly or quarterly statements can be used to satisfy the Quarterly Transaction Report, provided that the statements contain all the required information for the transactions affected.

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Information:

The Quarterly Transactions Report filed pursuant to this Section shall contain the following information:

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Name of the Access Person making the report;

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Date of the transaction;

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Title and number of shares involved;

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Exchange ticker symbol or CUSIP of shares;

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Principal amount of each Security involved;

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Nature of the transaction (buy or sell));

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Price at which transaction was affected; and

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Name of the broker-dealer, bank, or other financial institution through whom the transaction was effected.

Trade confirmations or duplicate copies of account statements that SGI holds in its records meet this requirement, provided SGI has received those confirmations or statements not later than thirty (30) days after the close of the calendar quarter in which the transaction takes place.

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Broker Dealer Confirmations and Account Statements

Every Access Person who opens an account at a broker-dealer or other financial institution shall notify Compliance within ten (10) days of the opening of such account if such account contains reportable securities. A brokerage letter form is available through the CCO office. To ensure that Compliance receives duplicate brokerage confirmations for all accounts pertaining to a particular Access Person, such Access Person may complete and send a brokerage letter to each financial institution maintaining an account on behalf of the Access Person.

Exemptions from Pre-Clearance & Reporting Requirements

An Access Person is not required to submit or Pre-Clear:

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A transaction or initial and annual holdings report with respect to securities held in accounts over which the Employee or independent contractor has no direct or indirect influence or control (i.e., any transactions occurring in an account that is managed on a fully-discretionary basis by an unaffiliated money manager and over which such Employee or independent contractor has no direct or indirect influence or control);

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A transaction report with respect to transactions effected pursuant to an automatic investment plan, where the initial transaction has been pre-cleared and reported. The CCO will determine on a case-by-case basis whether an account qualifies for either of these exceptions. In addition, from time to time, the CCO may exempt certain transactions on a fully documented trade-by-trade basis; and

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Transactions that are not in what are considered to be Reportable Securities as defined in the “Definitions” section of this policy.

Personal Trading and Holding Review

Except for limited circumstances and subject to pre-clearance approval, SGI does not permit its Access Persons and their immediate family members to trade opposite of SGI’s recommendations. SGI forbids “front running” Client accounts.

The CCO or her designee will review reports submitted pursuant to this Code of Ethics for potentially abusive behavior and will compare Access Persons trading with Clients’ trading, as necessary. Access Persons shall promptly report any violations of this Code of Ethics to the CCO. Any personal trading that appears abusive may result in further inquiry by the CCO and/or sanctions, up to and including dismissal for cause.

Insider Trading Procedures

SGI's Insider Trading Procedures are designed to prevent the misuse of material, nonpublic information by SGI and its officers, directors, employees and independent contractors.

“Material information” is any information that a reasonable investor would likely consider important in a decision to buy, hold, or sell stock. In short, material information is any information that could reasonably affect the price of the stock. Common examples of information that will frequently be regarded as material are: projections of future earnings or losses, or financial liquidity problems; major marketing changes; news of a pending or proposed joint venture, merger, acquisition or tender offer; news of a significant sale of assets or the disposition of a subsidiary; changes in dividend policies or the declaration of a stock split or the offering of additional securities; changes in management; major personnel changes; significant new products or discoveries; significant litigation or government investigations; or the gain or loss of a substantial customer or supplier.

“Nonpublic information” is any information which has not been disclosed generally to the marketplace. Information received about another company in circumstances indicating that it is not yet in general circulation should be considered nonpublic.

An employee or independent contractor of SGI will contact the Chief Compliance Officer if he or she becomes aware of an actual or potential insider trading violation or violation of the policies and procedures. At his or her discretion, the Chief Compliance Officer may place certain Securities on a "restricted list". Employees and independent contractors are prohibited from personally, or on behalf of an advisory account, purchasing or selling restricted Securities during any period they are listed. Compliance shall take steps to immediately inform all employees and independent contractors of the securities listed on the "restricted list".

Disclosure

SGI shall describe its Code of Ethics to Clients in Part II of Form ADV and, upon request, furnish Clients with a copy of the Code of Ethics. All Client requests for SGI’s Code of Ethics shall be directed to the CCO.

Serving as Officers, Trustees and/or Directors of Outside Organizations

A. General. SGI employees and independent contractors are prohibited from serving as Officers, Trustees and/or Directors of outside organizations without the prior written approval from the CCO.

Approval will be granted on a case-by-case basis, subject to proper resolution of potential conflicts of interest. Outside business activities will be approved only if any conflicts of interest issues can be satisfactorily resolved and all the necessary disclosures are made on Part II of Form ADV.

B. Prior Notification. It is the policy of SGI to require all employees and independent contractors to notify Compliance in writing of any employment or receipt of compensation outside their relationship with SGI. Employees and independent contractors may not proceed with the outside business activity until he or she receives written approval from the CCO.

C. Annual Certification. Employees and independent contractors must confirm, on an annual basis, their compliance with the outside business activities policy.

D. Certifications. Every Supervised Person shall certify on an annual basis:

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that he or she has received and reviewed a copy of the Code of Ethics, including amendments;

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that his or her reporting on personal securities transactions is accurate and complete for Access Persons);

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that he or she complied with the Code of Ethics; and

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his or her compliance with the Outside Business Activity policy.

Diversion of Firm Business or Investment Opportunity

No employee or independent contractor may acquire, or receive personal gain or profit from, any business opportunity that comes to his or her attention because of his or her association with SGI and in which he or she knows SGI might be expected to participate or have an interest, without disclosing in writing all necessary facts to the CCO, offering the opportunity to SGI, and obtaining written authorization to participate from the CCO.

Any personal or family interest of an employee or independent contractor in any SGI business activity or transaction must be immediately disclosed to the CCO. For example, if an employee or independent contractor becomes aware that a transaction being considered or undertaken by SGI may benefit, either directly or indirectly, an employee or independent contractor or a family member thereof, the employee or independent contractor must immediately disclose this possibility to the CCO.

Loans

No Employee or Independent Contractor may borrow funds from or become indebted to, any person, business or company having business dealings or a relationship with SGI, except with respect to customary personal loans (e.g., home mortgage loans, automobile loans, lines of credit, etc.), unless the arrangement is disclosed in writing and receives prior approval from the CCO. No employee or independent contractor may use SGI’s name, position in a particular market or goodwill to receive any benefit on loan transactions without the prior express written consent of the CCO.

10.

Dealings with Government and Industry Regulators

SGI’s Code of Ethics forbids payments of any kind by its employees or independent contractors, or any agent or other intermediary to any government official, self-regulatory official, corporation or other similar person or entity, within the United States or abroad, for the purpose of obtaining or retaining business, or for the purpose of influencing favorable consideration of any application for a business activity or other matter. This Policy encourages employees and independent contractors to avoid even the appearance of impropriety in their dealings with industry and government regulators and officials.

All employees or independent contractors are required to cooperate fully with management in connection with any internal or independent investigation and any claims, actions, arbitrations, litigations, investigations, or inquiries brought by or against SGI. Employees and independent contractors are expected, if requested, to provide SGI with reasonable assistance, including, but not limited to, meeting or consulting with SGI and its representatives, reviewing documents, analyzing facts, and appearing or testifying as witnesses or interviewees or otherwise.

11.

Improper Use of SGI’s Name

No employee or independent contractor may utilize property of SGI or utilize the services of SGI, its principals, independent contractors, or employees, for his or her personal benefit or the benefit of another person or entity, without approval of the CCO. For this purpose, “property” means both tangible and intangible property, including SGI’s premises, equipment, supplies, information, business plans, business opportunities, confidential research, intellectual property or proprietary processes, and ideas for new research or services.

Upon the termination of employment or contract for any reason, all employees or independent contractors must promptly turn over to SGI all documents and other materials, in whatever form maintained, containing, reflecting, or otherwise relating in any way to, confidential and private information of SGI.

12.

Protection of SGI’s Name

Employees or independent contractors should always be aware that SGI’s name, reputation, goodwill, and credibility are valuable assets and must be safeguarded from any potential misuse. Care should be exercised to avoid the unauthorized use of SGI’s name in any manner that could be misinterpreted to indicate a relationship between SGI and any other entity or activity.

13.

Gifts and Entertainment

Supervised Persons are required to comply with the following requirements regarding the giving and receiving of gifts and entertainment. These requirements apply to gifts and entertainment involving current and prospective advisory clients and investors and persons acting on their behalf.

General Standard

Supervised Persons may not accept investment opportunities, gifts, or other gratuities that are intended to influence, or that could reasonably appear to influence, any business or investment decision on behalf of SGI or any advisory client or investor.

Receipt and Giving of Gifts

Supervised Persons may accept non-cash gifts from a single client or investor in aggregate amounts not exceeding $250 per year.

Supervised Persons are prohibited from giving any gift or gratuity to any single client or prospective client that exceeds $250 per Supervised Person, per client or investor, in the aggregate, during any rolling 12-month period.

Where a client or investor is a corporate or other legal entity with multiple individual representatives, gifts may not exceed $250 per individual recipient at that entity, provided that:

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The number, frequency, and aggregate value of gifts are reasonable and consistent with customary business practices;

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Gifts are not structured to circumvent this policy; and

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Supervised Persons may not provide gifts to an excessive number of individuals at the same entity in a manner that could reasonably be viewed as inappropriate or as an attempt to influence the client or investor.

All gifts received or provided must be reported to the Chief Compliance Officer.

Receipt and Giving of Entertainment

Supervised Persons may attend business meals, sporting events, and other entertainment events in connection with client or investor relationships, whether at their own expense or at the expense of a client or investor, provided that:

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The expense is reasonable and customary;

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Both the giver(s) and the receiver(s) are present; and

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The entertainment is not intended to influence, and does not appear to influence, any business or investment decision.

All entertainment received or provided must be reported to the Chief Compliance Officer.

14.

Employee and Independent Contractors Involvement in Litigation or Proceedings

Employees and independent contractors must advise the CCO immediately if he or she becomes involved in or threatened with litigation or an administrative investigation or proceeding of any kind, is subject to any judgment, order, arrest, or is contacted by any regulatory authority.

15.

Training, Education Events and Conferences

Training, educational events, and conferences provided to employees and independent contractors by current or prospective service providers that are funded or sponsored (in whole or in part) by the service provider are neither considered gifts, nor business entertainment. To qualify as a bona fide training, educational event, or conference the following requirements must be met:

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The meeting must be a genuine business meeting held for training and educational purposed relative to the product of the sponsoring service provider;

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A representative of the service provider must participate in the meeting that it is sponsoring,;

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The location of the meeting must be appropriate to the purpose of the meeting;

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The educational or training portion of the meeting should substantially encompass the majority of the timeframe of the event;

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Third-party payments or reimbursements (requires pre-approval of Compliance) are limited to attending, employees’ or independent contractors’ meals, lodging and transportation, conference facility rental and non-cash benefits directly related to the training and educational aspects of the meeting (e.g., a booklet of educational materials); and

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Neither the attendance at a training and/or education event, nor third party payments or reimbursements may be pre-conditioned on the achievement of a sales target or other incentive.

16.

Charitable Events and Contributions

The following guidelines apply to all charitable events and contributions:

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No employee or independent contractor may request that a Client or service provider make a charitable donation or contribute to a charitable sponsorship on behalf of themselves or SGI;

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Employees and independent contractors are prohibited from causing SGI to make a charitable contribution in relation to an existing or prospective Client unless pre-approved by the Chief Compliance Officer or their designee;

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Employees and independent contractors shall not make personal charitable contributions (for which no SGI reimbursement is sought) to secure or maintain business for SGI;

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Contributions to a 501(c)(3) organization that is politically related must follow the Political Contributions policy and be pre-approved by the Chief Compliance Officer or their designee;

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If an employee or independent contractor participates in a charitable event as a paid guest of a Client or service provider, then a representative of the Client or service provider must be present, and all the guidelines and requirements related to “business entertainment” apply; and

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If a Client or service provider pays for an employee or independent contractor to attend a charitable event and a representative of the Client or service provider is not in attendance, then any associated expense received would be considered a “gift” and subject to this policy.

17.

Enforcement of the Code Of Ethics

A. Review of Personal Trading Information

The Chief Compliance Officer or their designee will conduct an ongoing review of Access Persons’ personal securities transactions, reports, and certifications to ascertain compliance with the Code of Ethics. All personal trading information provided to Compliance will be kept confidential to the extent possible. Such information may be made available for inspection by executive management, regulatory authorities, or any other third party as required by law or otherwise deemed necessary.

B. VIOLATIONS OF THE CODE OF ETHICS

1. Reporting Violations. An employee or independent contractor of SGI must promptly report to the Chief Compliance Officer any violations of the Code of Ethics. Any employee or independent contractor of SGI who is the subject of a Code of Ethics violation report (or any other type of violation report) and who retaliates against the reporting employee or independent contractor shall be subject to serious sanctions, up to and including termination of employment. The Chief Compliance Officer will investigate any reported or suspected violation of the Code of Ethics. SGI’s management is aware of the potential matters that may arise because of these requirements and shall act against any Employee or independent contractor that seeks retaliation against another for reporting violations of the Code of Ethics.

2. Sanctions. If the Chief Compliance Officer determines that an employee or independent contractor has violated the Code of Ethics, the CCO in consultation with executive management if appropriate, may impose such sanctions and other actions as they deem appropriate, including but not limited to internal reprimand, a letter of education, caution or warning, disgorgement of profits or gifts, reversal of any trades in question, forfeiture of future discretionary compensation or profit, canceling trades, selling positions at a loss, temporary or permanent suspension of trading privileges, fine, making a civil referral to the SEC or state securities regulator, making a criminal referral, suspension or termination from employment or contract. All sanctions and other actions taken shall be in accordance with applicable employment laws and regulations. Any profits or gifts forfeited shall be paid to the applicable Client(s), if any, or given to a charity, as the CCO shall determine appropriate.

C. EXCEPTIONS TO THE CODE

Although exceptions to the Code of Ethics will rarely be granted, the Chief Compliance Officer may make exceptions, on a case-by-case basis, to any of the provisions of the Code upon a determination that the circumstances and/or conduct at issue merits an exception. Approval of any exceptions must be in writing. In addition, exceptions can be revoked at any time.

18.

Approval of the Code Of Ethics

With respect to SGI’s management of the SGI Fund, the Chief Compliance Officer will submit SGI’s Code of Ethics, and any material amendments thereto, to the SGI Fund’s Board of Trustees for approval.

19.

Annual Review and Certification

With respect to SGI’s management of the SGI Fund, the Chief Compliance Officer will annually provide a report to the SGI Fund’s Board of Trustees describing any issues, including material compliance breaches, arising under this Code of Ethics and any sanctions imposed because of such violations. Additionally, the Chief Compliance Officer will supply the SGI Fund’s Board of Trustees with an annual certification that SGI has adopted procedures reasonably designed to prevent violations of this Code of Ethics.

20.

Recordkeeping

SGI shall maintain records in the manner and to the extent set forth below, which records shall be available for appropriate examination by representatives of regulatory authorities or SGI’s management.

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A copy of this Policy and any other code which is, or at any time within the past five years has been, in effect shall be preserved in an easily accessible place.

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A record of any violation of this Policy and of any action taken because of such violation shall be preserved in an easily accessible place for a period of not less than five years following the end of the fiscal year in which the violation occurs.

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A record of all written acknowledgments (annual certifications) as required by this Policy for each person who is currently, or with the past five years was, an employee of SGI.

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A copy of each report made pursuant to this Policy by an employee or an independent contractor, including any information provided in lieu of reports, shall be preserved by SGI for at least five years after the end of the fiscal year in which the report is made or the information is provided, the first two years in an easily accessible place.

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A list of all persons who are, or within the past five years have been, required to make reports pursuant to this Policy, or who are or were responsible for reviewing these reports, shall be maintained in an easily accessible place.

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SGI shall preserve a record of any decision, and the reasons supporting the decision, to approve the acquisition of any limited offering or IPO by employees or independent contractors for at least five years after the end of the fiscal year in which the approval is granted, the first two years in an easily accessible place.

21.

Form ADV Disclosure

SGI will briefly describe in its Form ADV the employee and independent contractor trading policies and procedures and offer to make a copy of its Code of Ethics available upon request.

22.

Responsibility

Each employee and independent contractor is required to: 1) comply with this policy; 2) comply with any applicable procedures; 3) timely report any violation or potential violation of this policy to their supervisor or Compliance; and 4) perform any other act required by the Compliance Manual.

The CCO will be responsible for administering the Code of Ethics. All questions regarding the Policy should be directed to the CCO. All Employees and independent contractors must acknowledge their receipt and understanding of the Code of Ethics upon commencement of their Employment or independent contractor relationship.

Code of Ethics

Your obligations at a glance:

1.	Read, understand and acknowledge receipt of this Code of Ethics annually	✓
2.	Comply with the Compliance Manual and Policies, including this Code of Ethics and Personal Trading Rules	✓
3.	Act in an Ethical Manner	✓
4.	Act in Good Faith and in the Clients’ Best Interests	✓
5.	Act Honestly and Fairly and with Respect and Integrity	✓
6.	Use due Skill, Care, Competence, Diligence and exercise Independent Professional Judgment	✓
7.	Adhere to the Rules governing the markets and industry that Abbey Capital operates in	✓
8.	Cooperate with Abbey Capital and the CCO and CRO	✓
9.	Report Risks, Concerns and Conflicts	✓
10.	Report Violations	✓

Personal Trading Rules at a glance:

	Activity	Permitted	Pre-Approval Required	Reporting Required
1.	Opening, holding or trading a personal account at or through Abbey Capital	No	N/A	N/A
2.	Trading in Managed Futures	No	N/A	N/A
3.	Trading in Foreign Exchange (other than for personal banking reasons)	No	N/A	N/A
4.	Investing in a fund or account managed by a CTA	No	N/A	N/A
5.	Investing in a Fund managed by Abbey Capital	Yes	Yes	Yes
6.	Trading in securities	Yes	Yes	Yes
7.	Investing in an IPO or ICO	Yes	Yes	Yes
8.	Investing in a private placement, including in a small or family business	Yes	Yes	Yes
9.	Generating other income through an ‘outside business activity’	Yes	Yes	Yes
10.	Trading in crypto currencies	Yes	No	No

All of the above obligations are explained in detail in the below sections of this Code of Ethics.

Private & Confidential.	1–2 Cavendish Row	T. +353 1 828 0400	info@abbeycapital.com
Past results are not indicative of future results.	Dublin 1, Ireland	F. +353 1 828 0499	abbeycapital.com

Abbey Capital Limited (“Abbey Capital”) is registered as an Investment Advisor with the U.S. Securities and Exchange Commission (“SEC”), is registered with the U.S. Commodity Futures Trading Commission (“CFTC”) and is a member of the National Futures Association (“NFA”), and is authorized as an Alternative Investment Fund Manager, by the Central Bank of Ireland, under Regulation 9 of the European Union (Alternative Investment Fund Managers) Regulations 2013 (“AIFMD”).

This Code of Ethics must be adhered to by all executive directors and employees (including those on permanent or fixed term contracts), contractors and interns of Abbey Capital, Abbey Capital (US) LLC, and Cavendish Capital Limited (“Abbey Group Staff”) and by all non-executive directors of Abbey Capital, Abbey Capital (US) LLC, and Cavendish Capital Limited (“Non-Executive Directors”).

As a result of the laws and regulations that apply to Abbey Capital, including section 204 of the Investment Advisers Act 1940 (the “Advisers Act”), SEC Rule 17J-1 promulgated under section 17(j) of the Investment Company Act 1940, AIFMD, Part 23 of the Companies Act 2014 and Directive 2003/6/EC of the European Parliament and of the Council of 28 January 2003 on insider dealing and market manipulation (“Market Abuse Directive”), Abbey Capital has adopted this Code of Ethics which is designed to detect and prevent violations of the fiduciary duty, that Abbey Capital and its directors and employees have to its clients, which are the collective investment funds that are managed by Abbey Capital (the “Funds”), to act in the best interests of the Funds and their investors (“Fiduciary Duty”).

In particular, Rule 204A-1 of the Advisers Act requires each registered investment adviser to establish, maintain and enforce a written code of ethics that contains, at a minimum, provisions regarding:

A standard of business conduct required of supervised persons that reflects fiduciary obligations of the adviser and supervised persons.

Compliance with all applicable Federal Securities Laws.

Reporting and review of personal Securities transactions and holdings.

Reporting of violations of the code; and

Distribution of the code and any amendments to each supervised person and a written acknowledgment of their receipt.

Risks

In developing these policies and procedures, Abbey Capital considered the material risks associated with administering the Code of Ethics. This analysis includes risks such as:

●

Abbey Capital and Abbey Group Staff:

do not understand the Fiduciary Duty that they, and Abbey Capital, owe to the Funds.

fail to identify and comply with all applicable laws and regulations, including Federal Securities Laws.

do not report personal Securities transactions.

take inappropriate advantage of their positions at the firm.

Do not keep information concerning the identity of securities and financial circumstances of the Funds and their investors confidential.

Do not maintain independence in the investment decision-making process at all times.

Do not report violations of the applicable laws and regulations, including the Federal Securities Laws, and violation of the Code of Ethics, or the policies and procedures set out in the Compliance Manual, to the CCO and/or appropriate supervisory personnel.

●

Abbey Capital does not provide its Code of Ethics to the Mutual Fund board of directors for initial approval, and within six months of material changes.

●

Abbey Capital does not provide its Code of Ethics and any amendments to all Abbey Group Staff; and

●

Abbey does not retain Abbey Group Staff members written acknowledgements that they received the Code of Ethics and any amendments.

Abbey Capital has established the following guidelines to mitigate these risks.

Code of Conduct, Fiduciary Standards, and Compliance with the Federal Securities Laws

At all times, Abbey Capital, Abbey Group Staff and the Non-Executive Directors must comply with the spirit and the letter of the applicable laws and regulations, including the U.S. Federal Securities Laws and the rules governing the capital markets.

Private & Confidential.	1–2 Cavendish Row	T. +353 1 828 0400	info@abbeycapital.com
Past results are not indicative of future results.	Dublin 1, Ireland	F. +353 1 828 0499	abbeycapital.com

Abbey Group Staff and the Non-Executive Directors must cooperate to the fullest extent reasonably requested by the CCO to enable (i) Abbey Capital to comply with all applicable laws and regulations, including the U.S. Federal Securities Laws and (ii) the CCO to discharge her duties under the Code of Ethics and the Compliance Manual.

It is your responsibility to carefully read understand and comply with this Code of Ethics. You are required to annually certify through MyComplianceOffice that you have read the Code of Ethics, upon the commencement of your employment, following any material change, or as otherwise required by Abbey Capital. Abbey Capital’s Chief Compliance Officer (“CCO”) administers the Code of Ethics. If you have any questions, it is your responsibility to contact the CCO. Any acts believed to be in violation of this policy must be reported immediately to the CCO.

Abbey Group Staff must:

Act honestly and fairly and with due skill, care, competence, diligence, respect and integrity in relation to any dealings with the Funds, Fund investors, prospective Fund investors, service providers, and colleagues.

Use reasonable care and exercise independent professional judgment in conducting research within the industry, in making investment decisions and in the general activities undertaken as part of their role with Abbey Capital.

At all times place the interests of Abbey Capital’s clients (the Funds) and the interests of investors in the Funds and the integrity of the market above their own personal interests.

Act in an ethical manner and encourage colleagues to do so, ensuring that Abbey Capital is represented in a professional way that reflects well on themselves and on the industry.

Adhere to the rules governing the markets/industry that Abbey Capital operates in, including the applicable European and United States Federal Securities Laws.

Strive to maintain high standards of professional competence and endeavor to improve their skills and the skills of other colleagues.

Act in good faith and in its clients’ best interests.

Adhere to the highest standards with respect to any potential conflicts of interest with clients. As a fiduciary, Abbey Capital must act in its clients’ best interests. Abbey Group Staff should notify the CCO promptly about any practice that creates, or gives the appearance of, a material conflict of interest.

In addition to the Funds referenced above, Abbey Capital also provides investment advisory services to Investment Companies regulated under the Investment Company Act of 1940 (the “IC Act”). Abbey Capital is required to maintain policies and procedures to address the management of these clients. Abbey Group Staff may not, in connection with the purchase or sale, directly or indirectly, of a security held or to be acquired by any Mutual Fund:

●

employ any device, scheme, or artifice to defraud the Mutual Fund;

●

make any untrue statement of a material fact to the Mutual Fund or omit to state a material fact necessary in order to make the statements made to the Mutual Fund, in light of the circumstances under which they are made, not misleading;

●

engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon the Mutual Fund; or

●

engage in any manipulative practice with respect to the Mutual Fund.

Abbey Group Staff are generally expected to discuss any perceived risks, or concerns about Abbey Capital’s business practices, with their direct manager. However, if an Abbey Group Staff member is uncomfortable discussing an issue with their manager, or if they believe that an issue has not been appropriately addressed, they should bring the matter to the CCO’s attention.

Private & Confidential.	1–2 Cavendish Row	T. +353 1 828 0400	info@abbeycapital.com
Past results are not indicative of future results.	Dublin 1, Ireland	F. +353 1 828 0499	abbeycapital.com

Reporting Violations

Improper actions by Abbey Capital or Abbey Group Staff could have severe negative consequences for Abbey Capital, its clients and Fund investors, and Abbey Group Staff. Impropriety, or even the appearance of impropriety, could negatively impact all Abbey Group Staff, including people who had no involvement in the problematic activities.

Abbey Group Staff members must promptly report any improper or suspicious activities, including any suspected violations of the Code of Ethics to the CCO. Issues can be reported to the CCO in person, or by telephone, email, or written letter. Reports of potential issues may be made anonymously. Any reports of potential problems will be thoroughly investigated by the CCO, who will report directly to the CEO/Abbey Capital Board of Directors on the matter. Any problems identified during the review will be addressed in ways that reflect Abbey Capital’s fiduciary duty to its clients.

An Abbey Group Staff member’s identification of a material compliance issue will be viewed favorably by Abbey Capital. Retaliation against any Abbey Group Staff member who reports a violation of the Code of Ethics in good faith is strictly prohibited and will be cause for corrective action, up to and including dismissal. If an Abbey Group Staff member believes that he or she has been retaliated against, he or she should notify the CCO/CEO directly.

Violations of this Code of Ethics, or the other policies and procedures set forth in Abbey Capital’s Compliance Manual, may warrant sanctions including, without limitation, requiring that personal trades be reversed, requiring the disgorgement of profits or gifts, issuing a letter of caution or warning, reporting to the Abbey Group Staff member’s manager, suspending personal trading rights, imposing a fine, suspending employment (with or without compensation), making a civil referral to the SEC, making a criminal referral, terminating employment for cause, and/or a combination of the foregoing. Violations may also subject Abbey Group Staff to civil, regulatory or criminal sanctions. No Abbey Group Staff member will determine whether he or she committed a violation of the Code of Ethics or impose any sanction against himself or herself. All sanctions and other actions taken will be in accordance with applicable employment laws and regulations.

If the CCO determines that a material violation of this Code of Ethics has occurred, the CCO will promptly report the violation, and any association action(s), to Abbey Capital’s senior management. If senior management determines that the material violation may involve a fraudulent, deceptive or manipulative act, Abbey Capital will report its findings to the Abbey Capital Board of Directors, and the Mutual Fund’s Board of Directors or Trustees pursuant to Rule 17j-1 under the IC Act.

For the avoidance of doubt, nothing in the Compliance Manual or Abbey Capital’s Whistleblowing Policy prohibits Abbey Group Staff from reporting potential violations of law to the Central Bank of Ireland, or violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the SEC, the Commodity Futures Trading Commission, or any agency’s inspector general, or from making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Abbey Group Staff do not need prior authorization from their supervisor, the CCO, or any other person or entity affiliated with Abbey Capital to make any such reports or disclosures and do not need to notify Abbey Capital that they have made such reports or disclosures. Additionally, nothing in this policy, prohibits Abbey Group Staff from recovering an award pursuant to a whistleblower program of a U.S. government agency or entity.

Personal Trading

These Personal Trading rules (“Personal Tading Rules”) apply to (1) all “supervised persons” which for the purpose of this policy includes all Abbey Group Staff and Non-Executive Directors; and (2) all “access persons”, as defined under Rule 204A-1 under the Advisers Act, which for the purpose of this policy includes all Abbey Group Staff.

Rule 204A-1 provides that an access person is a supervised person who has access to nonpublic information regarding clients' purchase or sale of securities, is involved in making securities recommendations to clients or who has access to such recommendations that are nonpublic. A supervised person who has access to nonpublic information regarding the portfolio holdings of affiliated mutual funds is also an access person. Essentially, access persons are employees who are in a position to exploit information about client securities transactions or holdings.

Private & Confidential.	1–2 Cavendish Row	T. +353 1 828 0400	info@abbeycapital.com
Past results are not indicative of future results.	Dublin 1, Ireland	F. +353 1 828 0499	abbeycapital.com

Family Members:

In addition to the foregoing, under Rule 204A-1 an access person is presumed to be a beneficial owner of securities that are held by his or her immediate family members sharing the access person’s household. In light of this presumption the provisions of the Personal Trading Rules and the reporting requirements detailed below apply not only to securities transactions by Abbey Group Staff but also to their family members with whom they share a household.

Personal Trading Rules:

No Abbey Staff members are permitted to hold accounts at Abbey Capital. External Futures & FX accounts

●

Abbey Group Staff members are not permitted to hold external futures or FX accounts. Non-Executive Directors are required to obtain prior approval from the CCO, or the CCO’s delegate, the Compliance team, to open or maintain a Futures or FX account with an external broker and copies of all statements must be provided to the CCO, or the CCO’s delegate, the Compliance team.

Investments with Commodity Trading Advisers (“CTA”)

●

Abbey Group Staff members are not permitted to invest in any futures and/or FX fund, or open a futures or FX account, managed by a CTA or owned by a CTA or its holding company.

●

Abbey Capital Staff members are not permitted to trade or invest in shares of any public company that has a direct or indirect beneficial ownership in any CTA that has a relationship with Abbey Capital.

●

Non-Executive Directors must obtain prior approval to invest in any fund, or open an account, managed by a CTA that has a relationship with Abbey Capital (through an allocation made by Abbey Capital to the CTA in relation to one of the Funds), and must, in any event, advise Abbey Capital of investment in any funds managed by, or any accounts opened with, a CTA.

New Issues

●

Rule 204-1(c) provides that Abbey Group Staff members must obtain approval from the CCO, or the CCO’s delegate, the Compliance team, before they can directly or indirectly acquire beneficial ownership in any security in an Initial Public Offering (offering of securities registered under the Securities Act of 1933), Initial Coin Offering, or a limited offering (private placements).

Management of Conflicts - Staff Investments in Funds managed by Abbey Capital

●

Abbey Group Staff and Non-Executive Directors are required to comply with Abbey Capital’s Conflicts of Interests Policy, Code of Ethics, and Personal Trading Rules, when making an investment in, or a redemption from, any Fund managed by Abbey Capital.

●

Abbey Group Staff and Non-Executive Directors must follow the process set out in the “Personal Trading Procedure – Staff Investments in Abbey Products” procedure. Abbey Group Staff must also complete the Attestation in that procedure document prior to investing in or redeeming from (or instructing an investment in or redemption from) a Fund, with respect to any investment that they have beneficial ownership of, including investments by certain family members in their household.

External Securities accounts

●

Abbey Group Staff members are required to advise Abbey Capital of any securities accounts (which include ETF accounts) that they have already set up, that they intend to set up, or that they have beneficial ownership of. Transactions and holdings in cryptocurrencies are not required to be disclosed. For the avoidance of doubt, opening Financial Spread Betting accounts and trading in Contracts for Difference (as such terms are defined in Appendix 1) is prohibited.

Private & Confidential.	1–2 Cavendish Row	T. +353 1 828 0400	info@abbeycapital.com
Past results are not indicative of future results.	Dublin 1, Ireland	F. +353 1 828 0499	abbeycapital.com

●

The name of the brokerage company where the account is to be maintained must also be provided to Abbey Capital.

●

Prior approval from the CCO or the CCO’s delegate, the Compliance team, is required before new accounts can be set up (or for existing accounts to be maintained).

Quarterly Transaction Reports for external securities accounts

●

Once approval is obtained and the account is set up (or continued) the relevant Abbey Group Staff member is required to ensure that a transaction report is provided on a quarterly basis, no later than 30 days after the end of the calendar quarter, to the CCO, or the CCO’s delegate, the Compliance team, detailing the transactions for the relevant quarter in relation to that Abbey Staff member’s securities holdings / positions. This report is not required if the Abbey Staff member has no direct influence or control over the account (i.e. mutual funds or other accounts over which the staff member has no discretion) however, the CCO, or the CCO’s delegate, the Compliance team, may require an Abbey Staff member to provide further information on any such accounts in order to confirm that no direct influence or control exists in the specific instance. Quarterly transaction reports should be submitted through MyComplianceOffice.

Initial and Annual Holdings for external securities accounts

●

Abbey Group Staff members are required to provide on joining and on an annual basis thereafter a Holding Report detailing any securities they have direct or indirect beneficial ownership of, the amount of the security, and the name of the broker dealer/bank, etc. where held. Initial holdings: Abbey Group Staff members must submit an Initial Holdings report no later than 10 days after employment or within 30 days following the end of a fiscal year. The information must be current and as of a date no more than 45 days prior to the date of employment or the end of a particular fiscal year. In addition, Abbey Group Staff members must complete and sign an Annual Holdings report through MyComplianceOffice annually within 30 days of 31^st December each year. Initial and annual holdings reports should be submitted using MyComplianceOffice.

Non-Executive Directors:

●

Non-Executive Directors are required to advise the CCO or the CCO’s delegate, the Compliance team, Compliance if they have securities accounts, approval is not required, and are required to provide quarterly confirmations that they have not personally benefited from non-public information in purchasing or selling any security for such account during the period.

Recordkeeping and Reporting:

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The CCO or the CCO’s delegate, the Compliance team, shall ensure all records required per this policy are maintained, including records of all reportable brokerage accounts statements for Abbey Group Staff.

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The CCO shall report any material information or any policy breaches to the Abbey Capital Board, either through the quarterly compliance report submitted to the Abbey Capital Board, or immediately if required.

●

The CCO shall advise the Central Bank of Ireland and any other relevant regulatory body of any suspicious activity and request explanation from the account holder.

Public Companies:

For supervision purposes Abbey Capital requires Abbey Group Staff members and Non-Executive Directors to adhere to the following:

●

Provide information to the CCO or the CCO’s delegate, the Compliance team, on any relationships with public companies (where such relationship is an advisory function or a directorship, or a form of employment). Public companies are those whose shares are listed on an exchange; and confirm that they have read the Companies Act 2014, as amended, which is available upon request to all Abbey Group Staff members and Non-Executive Directors by Abbey Capital.

Private & Confidential.	1–2 Cavendish Row	T. +353 1 828 0400	info@abbeycapital.com
Past results are not indicative of future results.	Dublin 1, Ireland	F. +353 1 828 0499	abbeycapital.com

Inside Information:

In compliance with section 204 of the Advisers Act and the Market Abuse Directive, Abbey Capital has established, maintains and enforces the following written policy designed to prevent Abbey Capital or any Abbey Group Staff member or Non-Executive Director of Abbey Capital from misusing material, nonpublic information.

Abbey Group Staff members and Non-Executive Directors are absolutely prohibited from trading personally, or on behalf of others (such as the Funds), on the basis of material non-public information.

“Material” means there is a substantial likelihood that a reasonable investor would consider it important in making their investment decision. “Non-Public information” means information that is not generally available to the investing public. Inside information generally relates to information of a precise nature which has not been made public, relating, directly or indirectly, to one or more issuers of financial instruments or to one or more financial instruments and which, if it were made public would be likely to have a significant effect on the prices of those financial instruments or on the price of related derivative financial instruments. Use of inside information includes the acquisition or disposal of financial instruments by a person who knows, or ought to have known, that the information possessed is inside information.

The following information that could be obtained by Abbey Group Staff members could be considered inside information:

●

Information regarding trades in financial instruments that individual traders have made – trade instructions to brokers are not pubic information;

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Information in relation to traders, if the trader is a listed company, or if the information involves a listed company;

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Information in relation to investors or distributors which involves listed companies;

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Client information in relation to the Funds and their investors, including confidential information contained in Fund agreements, subscription documents or information provided to an Abbey Group Staff or a Non-Executive Director in relation to an investor;

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Information received (in error or by means of a ‘tip’) from a relationship broker or financial institution or public company in the course or meetings or discussions etc.

Rules:

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Prior to executing any trade for a personal account or on behalf of other (such as a Fund), Abbey Group Staff members must consider if they have material non-public information in relation to the securities.

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Abbey Group Staff members that may have such material non-public information, must report the information and the intended trade immediately to the CCO. The Abbey Group Staff member must not execute the trade or communicate the information to any other person (other than the CCO).

●

The trade may only be executed if the CCO determines that the information is not material non-public information.

Sanctions:

Insider trading is serious offence. In addition to any disciplinary action that Abbey Capital may take, including termination of employment, penalties for persons convicted of insider trading include civil sanctions and criminal sanctions (up to 20 years in prison; €5,000,000, for individual employees and up to $25,000,000, for a company).

Version Control

Version	Nature of Amendment	Reviewed by	Approved By	Date of Approval
1.1	Update to existing policy	CCO	Abbey Capital Board	09/2020
1.2	Update to existing policy	CCO	Abbey Capital Board	21/12/2021
1.3	Update to existing policy to incorporate Code of Ethics and Personal Trading policy into one policy	CCO	Abbey Capital Board	20/12/2022
1.4	Review of existing policy	CCO	Abbey Capital Board	06/12/2023

Private & Confidential.	1–2 Cavendish Row	T. +353 1 828 0400	info@abbeycapital.com
Past results are not indicative of future results.	Dublin 1, Ireland	F. +353 1 828 0499	abbeycapital.com

Appendix 1

* Financial Spread Betting:

Financial spread betting is an alternative to the traditional method of share investing. The underlying asset is not purchased, instead the investor is betting on whether an asset (share etc) will rise or fall. There are a range of markets (shares, indices, commodities and FX). When you open an account and trade, you are risking a certain amount for every point that the share, or index etc moves. The risk is an adverse price movement and the size of the risk is amplified by leverage.

Contracts for Difference

Contracts for Difference (CFD) is an agreement, between you and the broker, to exchange the difference in the value of a particular share between the time at which the contract is opened and the time at which it is closed. Each CFD corresponds to an individual share, index or commodity, and it mirrors the ups and downs of the corresponding share. Unlike share trading you don’t take ownership of the share and you are only required to put up a small portion of the funds to trade against the total value of the position.

The key risk associated with this type of trading is adverse price movement (amplified by leverage). You are using a small amount to gain exposure to a much larger position. As with a future, you are placing ‘margin’ on deposit in order to gain exposure to the value of the trade. The amount of margin you have to place depends on how volatile the underlying share is, and your margin requirement changes over time. As we all know from the industry we work in, while leverage can magnify gains, it also magnifies losses.

The losses associated with CFDs and spread betting, are not necessarily limited to the amount that has been invested (in other words the investor can lose more the amount initially invested to trade).

Private & Confidential.	1–2 Cavendish Row	T. +353 1 828 0400	info@abbeycapital.com
Past results are not indicative of future results.	Dublin 1, Ireland	F. +353 1 828 0499	abbeycapital.com

Altair Advisers LLC	Policy Number: 10
Code of Ethics	Revised: October 30, 2025

Rule/Requirement Reference:	Section 204A-1 under the Investment Advisers Act of 1940, as amended and Rule 17j-1 under the Investment Company Act of 1940, as amended
Owner Responsibility:	All departments
Oversight Responsibility:	Board of Managers

Introduction

Policy/Practices

Employee Implementation Commentary

10.01 Overview

This code of ethics (“Code”) is based on the principle that Access Persons:

1. Have a duty to place the interests of Clients ahead of their own interests; and

2. Must always act with integrity and good faith, but particularly when their personal interests may conflict with the interests of Clients.

Further, Access Persons must:

● Not take inappropriate advantage of their position with Altair; and

● Conduct all personal securities transactions in full compliance with this Code.

See section 10.19 for definitions of select capitalized terms used throughout this Code.

Please see Compliance if you are unsure of how to apply a term defined within this Code, or if you have general questions regarding this Code.

This policy excludes individuals who receive complimentary unbilled services without an investment management agreement, such as Client Entourage Accounts, from the definition of “Client”.

Receipt of this Code represents notification of your reporting obligations under the Advisers Act and Investment Company Act of 1940.

Professional Conduct

Policy/Practices

Employee Implementation Commentary

10.02 Standards of Conduct

When engaging Clients, prospective Clients or their representatives, Access Persons must not knowingly:

1. Make any inaccurate or misleading oral or written statements;

2. Falsify a material fact to any Client;

3. Omit a material fact necessary for the communication to not be misleading in light of the circumstances;

4. Engage in any manipulative practice; or

5. Engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit.

To comply with these important requirements, you should adhere to:

● Altair’s Compliance Policy Manual; and

● Communications provided by Management and the Chief Compliance Officer (“CCO”).

Altair expects you to follow the Standards of Conduct in this Code, which are consistent with Altair’s culture of dealing with Clients honestly, openly and in good faith.

Altair Advisers LLC	Policy Number: 10
Code of Ethics	Revised: October 30, 2025

Policy/Practices	Employee Implementation Commentary
Further, Access Persons must comply with applicable laws, including relevant federal and state securities laws and regulations and stock exchange rules.
10.03 Personal Gain
Access Persons should not exert influence in any business transaction where their personal interests could compete with the best interests of or they could gain at the expense of: ● any Client; ● Altair; or ● any of their affiliates.	In connection with your role with Altair, you must always place the interests of Clients above your own interests. Again, this is consistent with Altair’s culture and core expectations when working with clients.
10.04 Outside Employment, Business Activities and Directorships
As described in the Employee Handbook, Access Persons are prohibited from undertaking additional or outside employment, including self-employment, business ventures and employment with other companies. Any exceptions to this prohibition must be pre-approved in writing by Compliance. Any service as a director or trustee of governmental, commercial or not-for-profit organizations must also be pre-approved in writing by Compliance.	Engaging in outside for-profit work is generally prohibited, as described in the Employee Handbook. Err on the side of caution, and request approval from Compliance for any outside activity, including any board activity. It is important for Altair to ascertain whether any outside business activities present a conflict with Altair’s business. As an extreme example, an employee selling insurance products on the side would be viewed as a conflict to Altair’s core business and therefore would not be permitted.

C. Personal Trading Requirements

Policy/Practices

Employee Implementation Commentary

10.05 Personal Securities Transactions

Access Persons and their Immediate Family must conduct Reportable Securities transactions in a manner to avoid actual or potential conflicts of interest or abuse of their position of trust.

This Code is designed to reduce the potential for conflicts or an appearance of impropriety.

For ease of reference, refer to the Personal Securities Transactions Chart included as Appendix A.

Altair Advisers LLC	Policy Number: 10
Code of Ethics	Revised: October 30, 2025

Policy/Practices	Employee Implementation Commentary
10.06 Restrictions
The following restrictions apply to all Access Person and his or her Immediate Family: 1. Any transaction in a Reportable Security in anticipation or with knowledge of an order from or on behalf of a Client (i.e., front running). This restriction does not include transactions: a. Of shares of index-based Exchange-Traded Funds ("ETFs"); b. Of shares of diversified target-date funds; c. Of shares of the Altair Funds; and d. Made through an Automatic Investment Plan (changes to an existing Automatic Investment Plan, however, are subject to the front-running restrictions outlined above). 2. Any transaction of a Reportable Security included on the Restricted List, maintained within the MyComplianceOffice (“MCO”) platform. 3. Any transaction in an Initial Public Offering (“IPO”). 4. Any Short Sale transaction. 5. Trading in a manner which mimics or closely adheres to the trading activity of any third-party money manager used by Altair. 6. Redeeming investments in private funds ahead of clients when Altair recommends redeeming client investments from the private fund. 7. Investing in proprietary private funds unless the employee qualifies under the Altair Policy on Knowledgeable Employee Eligibility for Proprietary Private Funds. 8. Investing in the initial close of a proprietary private fund.	Follow these restrictions carefully and consult them before placing any trade. As Altair does not require preclearance for most trades, it is your responsibility to understand whether you are able to execute a trade. Of course, you may confer with Compliance before placing a trade. Altair’s inherent business model may result in Access Persons receiving material nonpublic information. It is critical that you consult the Restricted List before placing a trade in any Reportable Security and avoid trading in Reportable Securities included on the Restricted List. Contact Compliance if you need to sell a holding of a Reportable Security included on the Restricted List. You are expected not to use information provided by third-party money managers used by Altair in connection with your personal trading activities. Please see Compliance with questions related to this general expectation. Third-party money managers used by Altair are required to adopt and implement a Code of Ethics and Personal Trading Policy and should not share anticipated trading information with Altair personnel. Contact Compliance if any third-party money manager shares trading information with you ahead of the third-party money manager’s trades. Subject to advance clearance, Altair will consider eligible employees to invest in Altair's proprietary private funds, private funds available to clients or other co-investment opportunities only after Altair invests all applicable clients. Employees will always follow clients in these investments, to the extent they are available.
10.07 Preclearance
Access Persons are not required to preclear trades in Reportable Securities, with the exception transactions within Limited Offerings (which includes Altair’s proprietary private funds) as described below.	Altair has determined its business model presents a sufficiently low risk to not require preclearance of many Reportable Security trades within Personal Accounts. Transactions in private funds (including Altair’s proprietary private funds, such as the Trella Funds) require preclearance. Compliance retains the right to require preclearance of trades as it deems appropriate.

Altair Advisers LLC	Policy Number: 10
Code of Ethics	Revised: October 30, 2025

Policy/Practices	Employee Implementation Commentary
Access Persons or their Immediate Family that desire to purchase or sell Limited Offerings, including private funds or investments in private companies, must receive written preclearance from Compliance via MCO. No Access Person may approve his or her own preclearance requests. A request for preclearance may be declined at Compliance’s discretion, including if Compliance determines that the: ● Access Person may potentially benefit from the transaction; or ● The transaction conflicts with or appears to conflict with, a position of a Client.	Preclearance of a trade is valid and in effect only for the time period allotted by Compliance (generally 30 days for Limited Offerings). If, after receiving preclearance for a trade, you become aware of facts or circumstances that would prevent the proposed transaction from being precleared by Compliance, you must advise Compliance and seek their direction prior to taking any action with respect to the proposed transaction. The CCO or his/her designee will approve preclearance requests, and a member of Altair’s Compliance Committee will approve a preclearance request of the CCO. After an Access Person has formally requested preclearance, the Access Person will receive notification through MCO whether the requested transaction has been cleared.
10.08 Automatic Investment Plans
Purchasing Reportable Securities under an “Automatic Investment Plan” does not require preclearance or reporting of these transactions on a quarterly basis. However: 1. All holdings are required to be included within the Access Persons’ annual holdings reports; and 2. The initial transaction(s) following changes to an Automatic Investment Plan must be reported through MCO.	The policy is intended to make it easier for employees to engage in Automatic Investment Plan activity, including automatic purchases of securities within Altair’s 401k plan. Do not forget to report the following through MCO: ● Holdings annually of all Reportable Securities purchased within an Automatic Investment Plan. ● Initial transaction(s) quarterly following changes to an Automatic Investment Plan.

Reporting Requirements

Reports are required to be submitted via the MCO. See Compliance if you are not able to manually input your holdings, Personal Accounts or Reportable Securities transactions directly into MCO.

Altair Advisers LLC	Policy Number: 10
Code of Ethics	Revised: October 30, 2025

Policy/Practices	Employee Implementation Commentary
10.09 Limited Personal Brokerages
Unless approved by Compliance, employees are required to transfer their Personal Accounts to Charles Schwab (“Schwab”) to improve Altair’s compliance monitoring processes. Access Persons maintaining their Personal Accounts at Schwab must authorize Schwab to electronically download their Reportable Securities holdings, Reportable Securities transactions and Personal Accounts (including accounts over which they have Beneficial Interest and accounts of their Immediate Family) periodically to Compliance via MCO. As described throughout this policy, any Personal Account which is not retained at Schwab will require the Access Person to manually input relevant holdings and account activity and attach a copy of relevant statements directly into MCO.	You are required to hold your Personal Accounts at Schwab unless otherwise approved by Compliance. As an additional option, you may elect to convert such non-Schwab accounts to a Managed Account (a discretionary account managed by a third-party adviser), thereby eliminating potential reporting and monitoring issues. Reporting requirements under this Code are intended to identify conflicts of interest that could arise and to promote compliance with this Code. The reporting requirements of this Code apply to you and to members of your Immediate Family.
10.10 Personal Accounts
The Policy covers Personal Accounts in which the Access Person has a Beneficial Interest, which include: 1. Personal Accounts of Access Persons; 2. Personal Accounts of Immediate Family members; and 3. All other accounts for which the Access Person has Investment Authority.	You are required to report via Schwab all Personal Accounts which are eligible to invest in Reportable Securities, whether or not you choose to invest in Reportable Securities. For example, you are required to report a Personal Account which only holds open-end mutual funds, as that Personal Account may invest in other Reportable Securities. See the definition of “Investment Authority” at section 10.19 for further clarification.
*10.11 Holdings and Accounts Report* – Initial and Annual**
Access Persons are required to submit reports listing all Reportable Securities in which the Access Person or their Immediate Family has a Beneficial Interest, including securities held in all Personal Accounts: 1. The Initial Holdings Report must be submitted via MCO within 10 calendar days upon becoming an Access Person.	Refer to the Personal Securities Transactions Chart included as Appendix A to identify which instruments require reporting. Practically speaking, if you do not have an existing Schwab account, you will likely not be able to open a Schwab

Altair Advisers LLC	Policy Number: 10
Code of Ethics	Revised: October 30, 2025

Policy/Practices	Employee Implementation Commentary
2. The Annual Holdings Report must be submitted via MCO by February 14 following year-end. Alternatively, Access Persons may manually input the necessary information along with a scanned copy of the relevant statements directly into MCO. Both the Initial and Annual Holdings Report must be current as of a date no more than 45 days before the report is submitted.	account before your start of employment. Therefore, you will need to manually input the required information for your initial holdings and accounts report (as well as attach a scanned copy of your statements) directly into MCO. Do not forget to report: ● Shares of ETFs you hold; ● Investments held outside of Personal Accounts, such as physical stock certificates; ● Shares of a company’s stock held within your spouse’s retirement plan; and ● Holdings of the Altair Funds or Altair’s proprietary private funds.
10.12 Quarterly Transaction Reporting Requirements
Access Persons must report all transactions in Reportable Securities executed during the prior quarter in which the Access Person or their Immediate Family has a Beneficial Interest, including Reportable Securities held in all Personal Accounts. The Quarterly Transaction Reports must be: 1. Submitted (via direct feed or manual input) via MCO no later than 30 days after quarter-end; and 2. Current as of a date no more than 45 days before the report is submitted. Access Persons must also indicate on the Quarterly Transaction Report whether they are aware of Personal Accounts being opened or closed during the previous quarter.	Refer to the Personal Securities Transactions Chart included as Appendix A to identify which transactions in Reportable Securities require reporting. Don’t forget to report: ● Shares of ETFs you hold; ● Investments held outside of Personal Accounts, such as physical stock certificates; ● Shares of a company’s stock held within your spouse’s retirement plan; and ● Transactions in the Altair Funds or Altair’s proprietary private funds.
10.13 Review of Reports
Compliance will review personal Reportable Securities holdings and transaction reports submitted by Access Persons. Access Persons shall not review his/her own report.	A member of the Compliance Committee will review the CCO’s reports.

Altair Advisers LLC	Policy Number: 10
Code of Ethics	Revised: October 30, 2025

Administration

Policy/Practices	Employee Implementation Commentary
10.14 Investigating Violations of the Code
Compliance is responsible to investigate any suspected violation of the Code and shall report the results of any investigation to Altair’s Compliance Committee and, as appropriate, Board of Managers.	You must cooperate with any review or investigation by Compliance into actual or potential violations of this Code.
10.15 Remedies
A. Sanctions If the Board of Managers determines that an Access Person has committed a violation of the Code following a report of Compliance, the Board of Managers may impose sanctions and take other actions as deemed necessary and/or appropriate. Any Access Person who violates the Code may not take part in the handling and/or imposition of related sanctions. B. Sole Authority The Board of Managers has sole authority to determine the remedy for any violation of the Code, including appropriate disposition of any monies forfeited pursuant to the Code. Failure to promptly abide by a directive to reverse a trade or forfeit profits may result in further sanctions.	You should take your responsibilities outlined within this Code seriously, as Altair takes violations of the Code seriously. Sanctions or actions the Board of Managers may impose include: ● Issuing a letter of caution or warning, suspending personal trading rights, suspending employment (with or without compensation); ● Civil referral to the Securities and Exchange Commission, ● Criminal referral; ● Terminating (for cause) employment; and ● Reversing any trade(s) made in violation of the Code and forfeiting any profit or absorbing any loss derived therefrom, with the amount of any profit forwarded to Altair who will in turn forward the funds to a charitable organization from Altair’s list of approved, non-political charities.
10.16 Exceptions to the Code
The CCO may grant exceptions to the requirements of the Code on a case-by-case basis if granting an exception is consistent with applicable law and the CCO finds that the proposed conduct presents negligible opportunity for abuse. All such exceptions must be in writing and will be subsequently reported to the Compliance Committee. Exception for Interns Immediate Family members of Interns are not subject to the personal trading or reporting requirements of	See Compliance if you need to request an exception to the Code’s requirements. Compliance will consider such requests on a case-by-case basis; such exemptions are expected to be rarely granted. Altair offers the Exception for Interns option as:1) Interns maintain a limited role at Altair; and 2) overseeing Interns’

Altair Advisers LLC	Policy Number: 10
Code of Ethics	Revised: October 30, 2025

Policy/Practices	Employee Implementation Commentary
this Code outlined within Sections C. and D. In exchange for this exception: 1. Pre-Internship Affirmation: Interns must sign an acknowledgment stating they will: ● Maintain confidentiality regarding all firm-related information; ● Not share material or nonpublic information with Immediate Family members or any other individual outside of Altair; and ● Comply with this Code. 2. Post-Internship Affirmation: At the end of the internship, Interns must confirm they: ● Upheld their general confidentiality obligation; ● Did not share material nonpublic information with Immediate Family members or any other individual outside of Altair; and ● Complied with this Code throughout their tenure with Altair.	Immediate Family members presents logistical challenges.
10.17 Compliance Certification
All Access Persons upon hire and annually thereafter must certify that they have received, read and understood the Code.	All certifications are managed through MCO.
10.18 Duty to Report Violations
A. Reporting Violations Altair expects Access Persons to promptly report to Compliance real or suspected violations of the Code. B. Confidentiality and Non-Retaliation Any such reports will be treated confidentially (to the extent permitted by applicable law) and investigated promptly and appropriately. Further, retaliation in any form by an Access Person against another Access Person for reporting a potential violation in good faith is strictly prohibited and will, at a minimum, be deemed a violation of this Code.	You are encouraged to seek advice from Compliance with respect to any action or transaction which may violate this Code. You should refrain from any action or transaction which might lead to the appearance of impropriety or a violation of this Code. Please also refer to the Employee Handbook for additional information regarding Altair’s approach to protecting employees who, in good faith, report violations or suspected violations.

Altair Advisers LLC	Policy Number: 10
Code of Ethics	Revised: October 30, 2025

Policy/Practices	Employee Implementation Commentary
10.19 Definitions
A. Access Person Any Employee (including a temporary Employee), officer, partner, or consultant of Altair who, in conjunction with his/her regular functions or duties, obtains nonpublic information regarding Client holdings, or the purchase or sale of a Reportable Security for a Client.	Given the size and culture of the firm, Altair has determined all employees (including Interns) are considered Access Persons for purposes of this Code.
B. Automatic Investment Plan A program in which regular periodic purchases (or withdrawals) are made automatically in (or from) Personal Accounts in accordance with a predetermined schedule and allocation.	Automatic Investment Plans typically include: ● Dividend reinvestment plans; and ● 401k/other company-sponsored retirement plans with an automatic investment option.
C. Beneficial Interest The opportunity through any contract, arrangement, understanding, relationship or otherwise, to directly or indirectly profit or share in any profit derived from a Reportable Security. An Access Person is deemed to have a Beneficial Interest in Reportable Securities owned by members of his or her Immediate Family. Questions of whether an Access Person has a Beneficial Interest in a Reportable Security will be resolved in accordance with the definition of “beneficial owner” found in Rules 16a-1(a)(2) and (5) under the Securities Exchange Act of 1934, as amended.	The extent of control factors into determining whether you have a Beneficial Interest in the Reportable Security. For example, you should consider yourself to have a Beneficial Interest in Reportable Securities held by: ● You, your spouse, minor children and relatives who share your home; ● Anyone if you have Investment Authority in the Reportable Security; and ● Anyone where the circumstances suggest a shared financial interest (such as sharing in the profits of financial transactions or providing substantial financial support to the person). Therefore, you should not limit your view of Beneficial Interest to you and your Immediate Family’s Personal Accounts. You may have a Beneficial Interest in Reportable Securities held by anyone.
D. Client Any person or entity for which Altair serves as an investment adviser pursuant to a written Investment Management Agreement.

Altair Advisers LLC	Policy Number: 10
Code of Ethics	Revised: October 30, 2025

Policy/Practices	Employee Implementation Commentary
E. Client Entourage Account A client-associated individual receiving limited services from Altair.	Altair often provides these services as a courtesy to the primary client.
F. Employee Any officer, director, partner, or employee of Altair, or any other person who provides advice on behalf of Altair and is subject to Altair’s supervision and control.
G. Immediate Family Any of the following persons of an Access Person who reside in the same household as the Access Person: child, stepchild, grandchild, spouse, sibling, parent, stepparent, grandparent, mother-in-law, father-in-law, daughter-in-law, son-in-law, sister-in-law, and brother-in-law. Immediate Family includes adoptive relationships, and any other relationship (whether or not recognized by law) which Compliance determines could lead to possible conflicts of interest, diversions of corporate opportunity, or appearances of impropriety which this Code is intended to prevent.	As a general rule, any family member living within your household is subject to the Code’s personal trading restrictions and reporting. Please see Compliance if you are unsure whether another family member should be subject to the Code.
H. Initial Public Offering (“IPO”) An offering of securities registered under the Securities Act of 1933, as amended by an issuer who immediately before the registration of such securities was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended.
I. Intern A temporary employee, often a student or recent graduate. Interns are engaged in learning and gaining practical experience in the financial industry.	See Compliance if you are unsure whether you are an Intern.
J. Investment Authority An explicit authorization or mandate for an Access Person to make investment decisions or affect trades within an investment account on a discretionary basis.	Investment Authority does not include, for example, situations where you provide general advice to a family member or friend. It does however include situations where you are authorized to make investment decisions and/or trade in an account for anybody or any entity.

Altair Advisers LLC	Policy Number: 10
Code of Ethics	Revised: October 30, 2025

Policy/Practices	Employee Implementation Commentary
K. Limited Offering An offering which is exempt from registration under Section 4(2) or Section 4(6) under the 1933 Act, including private funds and private companies of any sort.	Limited Offerings include investments made by you or your Immediate Family in: ● Private funds (such as hedge funds), including those advised by Altair’s sub-advisers; and ● Private companies of any sort, such as an interest in Altair or an LLC.
L. Managed Account An investment account managed by an external entity in which the Access Person has no discretion over the specific securities purchased or sold within the investment account.	These accounts are typically managed by a third-party manager who maintains full investment discretion over the account. Compliance may require a copy of the agreement between the third-party manager and you.
M. MCO An online compliance platform (MyComplianceOffice) used by Compliance to facilitate monitoring of Altair’s compliance program, including reporting required under this Code.	Altair may change platforms used to monitor personal trading activity in the future.
N. Personal Account An account of Access Persons or Immediate Family members which holds Reportable Securities or allows for transactions in Reportable Securities. Personal Accounts include: ● Accounts of Access Persons; ● Accounts of Immediate Family members; and ● All other accounts for which the Access Person has Investment Authority. Altair does not consider the following to be Personal Accounts unless they hold Reportable Securities: ● 401(k) and 403(b) retirement plan accounts that only holds open-end mutual funds (but not ETFs or individual securities); ● Accounts held directly with mutual fund companies; ● Accounts held directly with 529 college savings plans; and ● Variable annuity contracts.	The key determination of whether an account falls under the definition of a Personal Account is whether the account is eligible to hold or be used to transact in Reportable Securities, regardless of whether you choose to invest in Reportable Securities. For example, you are required to report a Personal Account held at a brokerage firm which only holds open-end mutual funds, as that Personal Account is eligible to be used to invest in other Reportable Securities.

Altair Advisers LLC	Policy Number: 10
Code of Ethics	Revised: October 30, 2025

Policy/Practices

Employee Implementation Commentary

O. Reportable Security

A security as defined in Section 202(a)(18) of the Advisers Act, including all financial instruments covered under this policy, regardless of their classification of a “security” under applicable law. Reportable Securities include:

● Stocks, notes, bonds, debentures, and other evidence of indebtedness (including loan participations and assignments), limited partnership interests, investment contracts, and all derivative instruments of the foregoing, such as options and warrants;

● Closed-End and Exchange Traded Funds;

● Altair Funds; and

● Altair’s proprietary private funds.

Acquisitions, corporate reorganizations or distributions applicable to all holders of the same class of any of the above instruments, including stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations and spin-offs are considered to be Reportable Securities.

For purposes of this Code, Reportable Securities do not include:

● Direct obligations of the United States Government;

● Bankers’ acceptances, bank certificates of deposit, commercial paper and other high-quality short-term debt instruments;

● Shares issued by any money market fund;

● Shares of registered open-end investment companies;

● Shares issued by unit investment trusts that are invested exclusively in one or more non-Altair open-ended investment companies;

● Securities maintained within a Managed Account;

● Other securities as from time to time may be designated in writing by the CCO on the grounds that the risk of abuse is minimal or nonexistent; and

● Transactions in currencies.

If you are interested in maintaining an investment portfolio without the need to report your activity to Compliance, you should consider investing in instruments specifically excluded from the definition of Reportable Security within Personal Accounts which are not eligible to hold Reportable Securities. An open-end mutual fund account opened directly with the mutual fund family may serve this purpose.

Don’t forget to report the following easily overlooked Reportable Securities:

● ETFs;

● Shares of Altair Funds;

● Holdings in Altair’s proprietary private funds;

● Investments held outside of Personal Accounts, such as physical stock certificates;

● Shares held in a Dividend Reinvestment Plan; and

● Shares of a company’s stock held within your spouse’s retirement plan, often received via a match made by the retirement plan’s sponsor.

Altair does not consider “cryptocurrency” and similar instruments to be Reportable Securities as Altair does not presently trade in such securities on behalf of clients and considers these instruments to be similar to currency arrangements.

However, all securitized offerings involving the cryptocurrency industry are fully subject to the preclearance and reporting requirements of this policy.

P. Short Sale

Any transaction where the Access Person or his or her Immediate Family is selling or promising to deliver Reportable Securities for which he, she or they do not have present Beneficial Interest.

Essentially, any arrangement whereby you are obligated to deliver shares of a Reportable Security you don’t currently own.

Code of Business Conduct and Ethics

September 29, 2025

Code of Business Conduct and Ethics

Effective Date: September 29, 2025

Introduction

This global Code of Business Conduct and Ethics (“Code”) governs the general commitment by BlackRock, Inc. and its subsidiaries (collectively, “BlackRock”) to conduct its business activities in the highest ethical and professional manner and to put client interests first. BlackRock’s reputation for integrity is one of its most important assets and is instrumental to its business success. While this Code covers a wide range of business activities, practices, and procedures, it does not cover every issue that may arise in the course of BlackRock’s many business activities. Rather, it sets out basic principles designed to guide BlackRock’s employees and directors. Consultants and contingent, contract, or temporary workers are expected to comply with the principles of this Code and policies applicable to their location, function, and status.

Upon becoming a BlackRock employee, and on an annual basis thereafter, BlackRock employees are required to acknowledge their receipt of this Code and any subsequent amendments. BlackRock employees are provided with the Code and any amendments through the Policy Library.

Every BlackRock employee and director — whatever his or her position — is responsible for upholding high ethical and professional standards and must seek to avoid even the appearance of improper behavior. Any violation of this Code may result in disciplinary action to the extent permitted by applicable law. Any employee who becomes aware of an actual or potential violation of this Code or other BlackRock policy is required to follow the reporting process described in the Global Policy for Reporting Illegal or Unethical Conduct and in Section 10 below.

Compliance with Laws and Regulations

BlackRock’s global business activities are subject to extensive governmental regulation and oversight and it is critical that BlackRock and its employees comply with applicable laws, rules, and regulations, including those relating to insider trading. Employees are expected to refer to the guidance contained in the Compliance Manual and the various policies and procedures contained in the Policy Library in compliance with these laws and regulations and to seek advice from supervisors and Legal & Compliance (“L&C”) as necessary.

Conflicts of Interest

Conflicts of interest may arise when a person’s private interest interferes, or appears to interfere, with the interests of BlackRock, or where the interests of an employee or the firm are inconsistent with those of a client or potential client, resulting in the risk of damage to the interests of BlackRock or one or more of its clients. A conflict may arise, for example, if an employee takes an action or has an interest that could appear to make it difficult for the employee to conduct the employee’s responsibilities to BlackRock and/or the client objectively and effectively, or if such employee or any person associated with the employee, including but not limited to members of the employee’s family or household, receives an improper personal benefit, such as money or a loan, as a result of the individual’s position at BlackRock. BlackRock has adopted policies, procedures, and controls designed to manage conflicts of interest, including the Global Conflicts of Interest Policy and the Global Outside Activity Policy. Employees are required to comply with these and other compliance related policies, procedures, and controls and to help mitigate potential conflicts of interest by adhering to the following standard of conduct:

Limited

Code of Business Conduct and Ethics

September 29, 2025

●

Act solely in the best interests of clients;

●

Uphold BlackRock’s high ethical and professional standards;

●

Identify, report, and manage actual, apparent, or potential conflicts of interest; and

●

Make full and fair disclosure of any conflicts of interests, as may be required.

Conflicts of interest may not always be clear-cut and it is not possible to describe every situation in which a conflict of interest may arise – any question with respect to whether a conflict of interest exists, together with any actual or potential conflict of interest, should be directed to managers and L&C.

Insider Trading and Personal Trading

Employees and directors who have access to confidential information about BlackRock, its clients, or issuers in which it invests client assets, are prohibited from using or sharing that information for security trading purposes or for any other purpose except in the proper conduct of our business. All non-public information about BlackRock or any of our clients or issuers should be considered "confidential information." Use of material, non-public information in connection with any investment decision or recommendation or to “tip” others who might make an investment decision on the basis of this information is unethical and illegal and could result in civil and/or criminal penalties. Under the Global Personal Trading Policy, BlackRock employees are required to pre-clear all transactions in securities (except for certain exempt securities). Employees should consult the Global Insider Trading Policy for additional information.

Gifts and Entertainment

Employees must act in the best interests of our clients and consider the reputation of BlackRock when receiving or providing any gift or entertainment. Employees are prohibited from offering, promising, giving or receiving, or authorizing others to offer, promise, give or receive anything of value, either directly or indirectly, to any party in order to improperly obtain or retain business, or to otherwise gain an improper business advantage.

In addition, strict laws (including criminal laws) govern the provision of gifts and entertainment, including meals, transportation, and lodging, to public officials. Employees are prohibited from providing gifts or anything of value to public officials or their employees or family members in connection with BlackRock's business for the purpose of obtaining or retaining business or a business advantage. Employees should consult the Global Gifts and Entertainment Policy for additional information. Regional specific regulatory restrictions also apply.

Political Contributions

Employees are required to pre-clear political contributions in accordance with the Global U.S. Political Contributions Policy.

Corporate Opportunities

Employees and directors:

●

are prohibited from taking personal opportunities for themselves that are discovered through the use of corporate property, information, or position without the consent of L&C;

●

are prohibited from using corporate property, information, or position for improper personal gain;

●

may not compete with BlackRock either directly or indirectly; and

●

owe a duty to BlackRock to advance its legitimate interests when the opportunity to do so arises.

Limited

Code of Business Conduct and Ethics

September 29, 2025

Competition and Fair Dealing

BlackRock seeks to outperform its competition fairly and honestly by seeking competitive advantage through superior performance; BlackRock does not engage in illegal or unethical business practices. BlackRock and its employees and directors should endeavor to respect the rights of, and deal fairly with, BlackRock’s clients, vendors, and competitors. Specifically, the following conduct is prohibited:

●

misappropriating proprietary information;

●

possessing trade secret information obtained without the owner’s consent;

●

inducing disclosure of proprietary information or trade secret information by past or present employees of other companies; and

●

taking unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.

Confidentiality

BlackRock’s employees and directors have an obligation of confidentiality to BlackRock and its clients. Confidential information includes non-public information that might be of use to competitors or that might harm BlackRock or its clients, if disclosed, and non-public information that clients and other parties have entrusted to BlackRock. The obligation to preserve confidential information continues even after employment ends. This obligation does not limit employees from reporting possible violations of law or regulation to a regulator or from making disclosures under whistleblower provisions, as discussed in greater detail in the Global Policy for Reporting Illegal or Unethical Conduct and relevant confidentiality policies and agreements.

10.

Reporting Any Illegal or Unethical Behavior

Every employee is required to report any illegal or unethical conduct about which they become aware, including those concerning accounting or auditing matters. Employees may report concerns to L&C by contacting a Managing Director in L&C directly or by contacting the Business Integrity Hotline, contact details for which are available via the intranet homepage.

BlackRock will not retaliate or discriminate against any employee because of a good faith report. Employees have the right to report directly to a regulator and may do so anonymously; employees may provide protected disclosures under whistleblower laws and cooperate voluntarily with regulators, in each case without fear of retaliation by BlackRock. Employees should consult the Global Policy for Reporting Illegal or Unethical Conduct and local compliance manuals for additional detail.

11.

Protection and Proper Use of BlackRock Assets

Employees and directors should make every effort to protect BlackRock’s assets and use them efficiently. This obligation extends to BlackRock’s proprietary information, including intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, systems, software programs, designs, databases, records, salary information, and any unpublished financial data and reports. Unauthorized use or distribution of proprietary information constitutes a violation of BlackRock policy and could result in civil and/or criminal penalties. Employees should refer to the Intellectual Property Policy and the Corporate Information Security and Acceptable Use of Technology Policy for additional information on the obligation to protect BlackRock’s property.

12.

Bribery and Corruption

BlackRock employees and directors are prohibited from making payments or offering or giving anything of value, directly or indirectly, to public officials of any country, or to persons in the private sector, if the intent is to influence such persons to perform (or reward them for performing) a relevant function or activity improperly or to obtain or retain business or an advantage in the course of business conduct.

Employees should refer to the Global Anti-Bribery and Corruption Policy for additional information.

Limited

Code of Business Conduct and Ethics

September 29, 2025

13.

Equal Employment Opportunity and Harassment

The diversity of BlackRock’s employees is a tremendous asset. BlackRock is firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment of any kind. In particular, it is BlackRock’s policy to afford equal opportunity to all qualified applicants and existing employees without regard to race, ethnicity, religion, color, national origin, sex, pregnancy status, pregnancy-related medical conditions, gender, gender identity or expression, sexual orientation, age, ancestry, physical or mental disability, familial or marital status, political affiliation, citizenship status, genetic information, or protected veteran or military status or any other basis that would be in violation of any applicable ordinance or law. In addition, BlackRock will not tolerate harassment, bias, or other inappropriate conduct on the basis of any of the above protected categories. BlackRock’s Equal Employment Opportunity policies and other employment policies are available to employees in the Policy Library.

14.

Recordkeeping

BlackRock requires honest and accurate recording and reporting of information in order to conduct its business and to make responsible business decisions. BlackRock, as a financial services provider and a public company, is subject to extensive regulations regarding maintenance and retention of books and records. BlackRock’s books, records, accounts, and financial statements must be maintained in reasonable detail, must appropriately reflect BlackRock’s transactions, and must conform both to applicable legal requirements and to BlackRock’s system of internal controls. Employees should consult the Global Records Management Policy and other record retention policies, available to employees in the Policy Library, for additional information.

15.

Waivers of the Code

Any waiver of this Code for an executive officer or director must be made only by BlackRock’s Board of Directors or a Board committee and must be promptly disclosed as required by law or stock exchange regulation.

Limited

Driehaus Capital Management LLC

Driehaus Mutual Funds

Driehaus Capital Management (USVI) LLC

CODE OF ETHICS AND BUSINESS CONDUCT

Statement of General Policy and Business Principles

This Code of Ethics and Business Conduct (“Code”) has been adopted under Rule 17j-1 of the Investment Company Act of 1940 (“Rule 17j-1”) and Rule 204A-1 of the Investment Advisers Act of 1940 (“Rule 204A-1”). Rule 17j-1 is applicable because Driehaus Capital Management LLC (the “Adviser”) is the investment adviser to the Driehaus Mutual Funds (each a “Fund” and collectively the “Funds”), a registered investment company. The Code also applies to any registered investment company for which the Adviser may serve as an investment adviser or sub-adviser. The Code covers all Employees of the Adviser and Driehaus Capital Management (USVI) LLC (collectively the “Firm,” “we” or “us”); the Funds’ Disinterested Trustees and Advisory Board Members; and others as may be designated from time to time by the Firm (each such individual an “Access Person” and collectively “Access Persons”).¹Our Employees are also subject to the Firm’s policies and procedures, including the compliance manuals and employee handbooks that are readily accessible on our Firm’s intranet, which may impose additional restrictions on their conduct, including personal securities transactions.

The Code is specifically and reasonably designed for how we conduct our activities and addresses the particular types of conflicts of interest that we may encounter. A long-standing core business principle of our Firm is our commitment to maintaining the highest legal and ethical standards in the conduct of our business consistent with our fiduciary duty to place the interest of our Clients first at all times. We have built our reputation for excellence on Client trust and confidence in our professional abilities and integrity. The Code seeks to prevent Employee misuse of material non-public information regarding current and prospective investments we make for our Clients, investment research we perform for our Clients and actual and proposed trading on behalf of our Clients. Together with this Code, we have adopted and implemented various internal policies and procedures to detect and prevent the misuse of material non-public information. Compliance with this Code as well as additional policies and procedures is monitored and enforced by our legal and compliance professionals, who are supported by our strong “culture of compliance.” Failure to comply with this Code of Ethics may result in disciplinary action, including termination of employment.

Integral to our investment management process is “real time” internal sharing of information by the Adviser’s portfolio managers and research analysts (“Investment Personnel”). Investment Personnel are required to systematically enter research information about long-only equity securities held by or under consideration for purchase or sale for a Client, in our Internal Research Notes database (“IRN”) before placing any orders in our Order Management System (“OMS”) for execution. The data in the IRN is accessible to, among others, Employees and Investment Personnel responsible for the Firm’s investment and trading activities on behalf of our Clients. Investment Personnel are not required to use the IRN for other types of securities, such as bonds, options and swaps, as they cannot be entered into this system. However, information sharing occurs on a regular and continuous basis among the portfolio management teams. The Adviser believes that no strategy is disadvantaged despite this limitation because of the marked differences between the portfolio holdings of the equity-only strategies and those that utilize other types of securities, such as bonds, options and swaps. Transactions are monitored by the Legal and Compliance Department for potential conflicts of interest with our Clients and the results of such monitoring are reported to the Ethics Committee.

Capitalized terms used in the Code are defined when first used or in Section 1 of the Code.

We believe that these information sharing and trading procedures, along with comprehensive Employee education and training, personal securities transaction reporting, compliance monitoring and the imposition of sanctions, where appropriate, work collectively to ensure that, as fiduciaries, we and all Access Persons do not place our interests above our Clients’ interests and comply with the applicable Federal securities laws, rules and regulations.

Any questions regarding the Code’s operation should be directed to the Firm’s Chief Compliance Officer (“CCO”). Throughout the Code, there are also specific references to the assistance that the CCO can provide to Access Persons. The CCO shall act in accordance with the Firm’s policies and procedures, the Code, guidance from the Ethics Committee and in consultation with counsel.

DEFINITIONS OF TERMS USED

(a)

“Access Person” means (i) any Fund trustee, Fund officer, Advisory Board Member or Employee of the Fund or the Firm; and (ii) any natural person who is employed by an entity which controls, is controlled by or is under common control with the Fund or the Firm who obtains or has access to information concerning the Firm’s purchase or sale of Covered Securities, those Covered Securities under consideration by the Firm for purchase or sale, or current holdings of a Client.

(b)

“Acknowledgment” means the initial and annual written certification by each Access Person of receipt and compliance with the Code.

(c)

“Adviser” means Driehaus Capital Management LLC.

(d)

“Advisory Board Member” means any individual serving as a member of an Advisory Board appointed by the Board of Trustees of the Fund.

(e)

(f)

“Beneficial Interest” shall be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) and rules thereunder, which includes any interest in which a person, directly or indirectly, has or shares a direct or indirect pecuniary interest. A pecuniary interest is the opportunity, directly or indirectly, to profit or share in any profit derived from any transaction. Each Access Person will be assumed to have a pecuniary interest, and therefore, beneficial interest or ownership, in all securities held by the Access Person, the Access Person’s spouse or domestic partner, all minor children, all dependent adult children and adults sharing the same household with the Access Person (other than mere roommates) and in all accounts subject to their direct or indirect influence or control and/or through which they obtain the substantial equivalent of ownership, such as trusts in which they are a trustee or beneficiary, partnerships in which they are the general partner, except where the amount invested by the general partner is limited to an amount reasonably necessary in order to maintain the status as a general partner, corporations in which they are a controlling shareholder, except any investment company, mutual fund trust or similar entity registered under applicable U.S. or foreign law, or any other similar arrangement. Any questions an Access Person may have about whether an interest in a security or an account constitutes beneficial interest or ownership should be directed to the Firm’s CCO.

(g)

“Client” means an advisory client of the Adviser, including the Fund and any Sub-Advised Funds.

(h)

“Covered Security” shall have the meaning set forth in Section 2(a)(36) of the Investment Company Act of 1940 (the “Company Act”) and Section 202(a)(18) of the Investment Advisers Act of 1940 (the “Advisers Act”), including stocks, warrants, units and other stock rights, options, equity-based futures contracts, all digital assets (cryptocurrencies and cryptoassets), corporate bonds, convertible bonds, corporate preferred stock and other corporate debt instruments, and includes any right to acquire such security, such as puts, calls, other options or rights in such securities, and securities-based futures contracts, except that it shall not include shares issued by registered open-end investment companies, direct obligations of the U.S. Government, bankers’ acceptances, bank certificates of deposit or commercial paper and high quality short-term debt instruments, including repurchase agreements.

(i)

“Disinterested Trustee” means any trustee of a Fund who is not an interested person of the Firm, is not an officer of the Fund and is not otherwise an “interested person” of the Fund as defined in the Company Act.

(j)

“Driehaus Mutual Funds” means any investment company for which Driehaus Capital Management acts and investment adviser.

(k)

“Employee” means any person employed by the Firm, whether on a full or part-time basis, all officers, shareholders and directors of the Firm and any natural person who is employed by an entity which controls, is controlled by or is under common control with the Fund or the Firm who obtains or has access to information concerning the Firm’s purchase or sale of Covered Securities, those Covered Securities under consideration by the Firm for purchase or sale, or current holdings of a Client.

(l)

The “Ethics Committee” shall consist of at least three but no more than five members who shall be Employees. One of the members shall be the Adviser’s General Counsel. The Ethics Committee shall be comprised of Employees with sufficient experience and knowledge of the legal obligations and regulatory responsibilities of the Fund and the Firm. The Ethics Committee shall promptly advise the Fund’s Board of Trustees of any appointment or resignation by a member of the Ethics Committee. The Ethics Committee as a whole and each member shall act in accordance with Section 11 below.

(m)

“Federal Securities Laws” has the same meaning as that term is defined in Rule 204A-1(e)(4) under the Advisers Act, and includes the Securities Act of 1933 (“Securities Act”), the Exchange Act, the Company Act, the Advisers Act, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the U.S. Securities and Exchange Commission (the “SEC”) under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the SEC or the U.S. Department of the Treasury.

(n)

“Fund” means Driehaus Mutual Funds.

(o)

“IRN” is the Adviser’s Internal Research Notes database, a proprietary software application that Employees of the Adviser’s Investment Management and Research Department are required to use to enter, update, make available and maintain research information about long-only equity securities held by or under consideration for purchase or sale for a Client. The IRN data is available to Employees, including those with responsibility for investment management and research, trading, and legal and regulatory compliance.

(p)

“Limited Offering” includes private placements and means an offering that is exempt from registration under Section 4(2) or Section 4(6) under the Securities Act or pursuant to Rule 504, Rule 505, or Rule 506 under the Securities Act.

(q)

“Managed Account” means an account where full discretion for all investment decisions has been given to a financial advisor not affiliated with the Adviser, the Access Person does not have direct or indirect influence or control over investment decisions made for the account, including the ability to suggest purchases or sales, or consult as to the particular allocation of investments to be made in the account.

(r)

“Initial Public Offering” means an offering of securities registered under the Securities Act, the issuer of which, immediately before the registration, was not required to file reports under Sections 13 or 15(d) of the Exchange Act.

(s)

“Permitted Investments” includes open-end and closed-end funds, non-single stock ETFs, ETNs and ETCs, municipal bonds, foreign currency,

U.S. Government and government agency securities, as well as index, commodity and currency based futures contracts, bankers’ acceptances, bank certificates of deposit or commercial paper, high quality short-term debt instruments including repurchase agreements, all digital assets (cryptocurrency and cryptoassets),

(t)

“Personal Benefit” includes any intended benefit for oneself or any other individual, company, group or organization of any kind whatsoever except a benefit for a Client or any entity that adopts this Code.

(u)

“ACA ComplianceAlpha” (“ComplianceAlpha”) is the Firm’s vended web-based compliance and personal trading system, which is primarily used for tracking Employees’ holdings, securities transactions, gifts and political contributions.

(v)

“Sub-Advised Fund” means a Client fund sub-advised by the Adviser that is an investment company registered under the Company Act.

STANDARDS OF BUSINESS CONDUCT AND COMPLIANCE WITH LAWS

Access Persons are required at all times to comply with the Federal Securities Laws as applicable in conducting the business of the Firm or the Fund. Accordingly, a violation of the Federal Securities Laws will be a violation of this Code and may subject an Access Person to sanctions or other appropriate remedial action under the Code.

In addition, as a SEC registered investment adviser subject to the Advisers Act, the Adviser has fiduciary obligations to its Clients. Further, the Code requires that the conduct of Access Persons comply with the fundamental principles of integrity, honesty and trust.

The Code is designed to ensure that Access Persons understand and comply with their fiduciary obligations and to protect Clients by deterring misconduct. The Code also educates Access Persons about the expectations of the Firm and the Fund regarding their behavior and the Federal Securities Laws that govern their conduct, as applicable.

The Code and related policies and procedures contain provisions reasonably necessary to prevent Access Persons from engaging in acts in violation of the Code. Access Persons are required to report any violations of the Code to the CCO. The CCO is primarily responsible for monitoring compliance with the Code and reporting material violations of the Code to the Ethics Committee to ensure the Code’s enforcement.

TRANSACTIONS WITH A FUND

No Access Person shall sell to, or purchase from, a Fund any security or other property (except merchandise in the ordinary course of business), in which such Access Person has or would acquire a Beneficial Interest, unless such purchase or sale involves shares of that Fund.

DISCLOSURE OF INFORMATION

No Access Person shall discuss with or otherwise inform others of any security held or to be acquired by a Client except in the performance of employment duties or in an official capacity and then only for the benefit of the Client, and in no event for Personal Benefit or for the benefit of others.

No Access Person shall release information to dealers or brokers or others (except to those concerned with the execution and settlement of a transaction) as to any changes in a Client’s investments, proposed or in process, except (i) upon the completion of such changes, or (ii) when the disclosure results from the publication of a prospectus or pursuant to the Funds’ or any Sub-Advised Funds’ Selective Disclosure of Fund Holdings Policy or (iii) in conjunction with a regular report to shareholders or to any governmental authority resulting in such information becoming public knowledge, or (iv) in connection with any report to which shareholders are entitled by reason of provisions of the declaration of trust, by-laws, rules and regulations, contracts or similar documents governing the operations of the Client.

PREFERENTIAL TREATMENT, GIFTS AND BUSINESS ENTERTAINMENT

As fiduciaries to the Firm’s Clients, Employees must always place the Firm’s Clients’ interests first and Employees are prohibited from allowing gifts or entertainment opportunities to influence the actions they take on behalf of the Firm’s Clients. Employees are prohibited from soliciting, seeking, or accepting favors, preferential treatment, gifts, entertainment opportunities, charitable or political contributions for themselves, on behalf of Clients, prospects, or others, or from receiving any other Personal Benefit arising from their association with the Firm or a Client.

Gifts and Business Entertainment from Broker-Dealers. Employees are prohibited from accepting from any source, including broker-dealers, any compensation, including gifts or entertainment, for the purchase or sale of any property, including securities and other portfolio holdings, to or for a Client. This includes compensation, including gifts or entertainment, from companies in which Clients may invest.

●

This includes, but is not limited to, receipt of all gifts from broker-dealers (not including branded promotional items of de minimis value, i.e., less than $25), attendance at dinners hosted by broker-dealers that do not serve a valid and direct business purpose or benefit to a Client, and all concerts, sporting events, cocktail parties, golf outings and other similar events or performances hosted by broker-dealers.

●

This prohibition does not include on- or off-site meetings and conferences that serve a valid and direct business purpose or benefit to a Client (e.g., road shows, meetings with investment strategists, economists, company management, etc.) that may also include incidental meals hosted by a broker-dealer as such incidental meals are not provided by the broker-dealer as compensation for the purchase or sale of any property to or for a Client.

Gifts from all other non-broker-dealer vendors. Employees may only accept gifts from current or prospective vendors that are not engaged in the business of purchasing or selling property to or for Clients, (i.e., vendors that are not broker-dealers). Employees may only accept gifts when the value involved clearly will not place the Employee under any real or perceived obligation to the gift-giver or raise any question of impropriety. Please refer to the section titled Driehaus Capital Management LLC Compliance Manual Preferential Treatment, Gifts and Entertainment for additional details.

●

Under no circumstances may an Employee accept a gift of cash, including a cash equivalent such as a gift certificate or a security, regardless of the amount.

●

If an Employee receives a gift that violates the Code, they must return the gift or consult with the CCO to determine appropriate action under the circumstances, which can include donating such gift to charity.

Business entertainment from all other non-broker-dealer vendors. In addition to the receipt of gifts, attendance at dinners, cocktail parties, golf outings, sporting events, theater and other similar events or performances also may create or appear to create a conflict of interest between the Firm and its Clients. Attendance at such events where the person offered the invitation and the person extending the invitation are both in attendance and discuss business benefitting a Client (e.g., the purpose of the outing is relationship building or is otherwise business-related) is considered “business entertainment.”

●

No Employee shall seek or accept any business entertainment from any person or entity that does business with the Firm or a Client or that is seeking to do business with the Firm or a Client other than usual and customary business entertainment that is not excessive in value.

●

If an Employee is unsure as to whether something might be considered excessive in value, he or she must check with the CCO or another member of the Firm’s Legal and Compliance Department prior to accepting the usual and customary business entertainment.

Reporting. Employees are required to promptly report all gifts and business entertainment to the CCO no later than thirty days after the calendar quarter during which the business entertainment took place. Such reporting should be made through ComplianceAlpha. The CCO shall report any exceptions to the gifts and business entertainment policy to the Ethics Committee for appropriate action consistent with enforcement of the Code.

CONFLICTS OF INTEREST

The Adviser, as a fiduciary, has an affirmative duty of care, loyalty, honesty and good faith to act in the best interests of its Clients. This duty includes fully disclosing all material facts concerning any conflicts that arise with respect to any Client. If any Access Person is aware of a personal interest that is, or might be, in conflict with the interest of a Client, that Access Person should disclose the situation or transaction and the nature of the conflict to the CCO for appropriate consideration by the Ethics Committee. The Ethics Committee may consult with counsel with respect to any appropriate action that should be taken. Employees should refer to the Adviser’s Conflicts of Interest Policy.

SERVICE AS A DIRECTOR

Employees are prohibited from serving on the boards of directors of unaffiliated for-profit or not-for-profit corporations, business trusts or similar business entities, whether or not their securities are publicly traded, absent prior written approval by the Ethics Committee, based upon a determination that the board service would not be inconsistent with the interests of the Firm and its Clients. Copies of all written approvals obtained under this paragraph must be provided to and maintained by the CCO.

MATERIAL NON-PUBLIC INFORMATION

Securities laws and regulations prohibit the misuse of material non-public information when trading or recommending securities.

Material non-public information obtained by any Access Person from any source must be kept strictly confidential. All material non-public information should be kept secure, and access to files and computer files containing such information should be restricted. Access Persons shall not act upon or disclose material non-public information except as may be necessary for legitimate business purposes on behalf of a Client or the Firm as appropriate. Questions and requests for assistance regarding material non-public information should be promptly directed to the CCO.

Material non-public information may include, but is not limited to, knowledge of pending orders or research recommendations, corporate finance activity, mergers or acquisitions, and other material non-public information that could reasonably be expected to affect the price of a security.

Client account information and Fund shareholder account information are also confidential and must not be discussed with any individual whose responsibilities do not require knowledge of such information.

RESTRICTIONS ON PERSONAL SECURITY TRANSACTIONS

No Access Person shall knowingly take unlawful advantage of his or her position with the Firm or with its Clients, for Personal Benefit, or take action inconsistent with such Access Person’s obligations to the Firm, or any Client. All personal securities transactions must be consistent with this Code and must be conducted in a manner designed to avoid any actual or potential conflict of interest or any abuse of any Access Person’s position of trust and responsibility. Any transaction effected with the purpose of profiting as a result of one or more transactions effected or anticipated for a Client (“scalping” or “frontrunning”) is prohibited.

(a)

All Employees:

Employees are prohibited in transacting in Covered Securities absent an exception. Employees are not required to close out existing individual equity securities positions held at the commencement of their employment. However, any Employee wishing to sell a Covered Security, other than Permitted Investments, owned prior to employment must first request and receive preclearance through the ComplianceAlpha system. Transactions receiving approval must be executed the same day preclearance is granted. No Employee shall sell a Covered Security within seven calendar days before or after a Client trade in that Covered Security. The fifteen day blackout restriction shall not apply to the following unless the Ethics Committee determines that the conduct is inconsistent with the Code or the Federal Securities Laws.

1. “Permitted Investments” Transactions may be effected in U.S. Government and government agency securities, municipal bonds, foreign currency, index, commodity and currency based futures contracts, bankers’ acceptances, bank certificates of deposit, commercial paper, high quality short-term debt instruments including repurchase agreements and shares of U.S. registered open-end investment companies, closed-end funds, non-single stock ETFs, ETNs and ETCs, all digital assets (cryptocurrency and cryptoassets).

2. “Investment Companies” Transactions may be effected in U.S. registered closed-end investment companies and foreign registered open-end and closed-end investment companies.

3. “Managed Accounts” Transactions may be effected in a Managed Account as long as the account is managed on a discretionary basis and/or that you (or, if applicable, your spouse or domestic partner) do not exercise investment discretion or otherwise have direct or indirect influence or control over investment decisions. Managed Accounts must receive pre-approval from and be reported to the Legal and Compliance Department along with written confirmation from the manager, investment adviser or trustee managing the account, who may not be affiliated with the Firm or the Fund, that it is managed on a discretionary basis.

(b)

Limited Offerings and Initial Public Offerings: No Employee shall directly or indirectly acquire a Beneficial Interest in Limited Offering securities or securities in an Initial Public Offering without the prior consent of the Ethics Committee. Consideration will be given to whether the opportunity should be reserved for a Client. The Ethics Committee will review these proposed investments on a case-by-case basis except for those circumstances in which advance general approval may be appropriate because it is clear that conflicts are very unlikely to arise due to the nature of the opportunity for investing in the Initial Public Offering or Limited Offering.

(c)

Related Instruments: When anything in this section 9 prohibits the purchase or sale of a security, it also prohibits the purchase or sale of any related securities, such as puts, calls, other options or rights in such securities and securities-based futures contracts and any securities convertible into or exchangeable for such security.

(d)

Spousal and Domestic Partner Accounts: An Employee’s spouse or domestic partner is not prohibited from buying or selling Covered Securities for his or her own account. However, the Employee may not participate in the investment decisions of his/her spouse or domestic partner, either directly or indirectly. The Employee’s spouse or domestic partner must provide the Adviser with trade confirmations and quarterly account statements.

(e)

Disinterested Trustees and Advisory Board Members: No Disinterested Trustee or Advisory Board Member of a Fund shall purchase or sell, directly or indirectly, any Covered Security in which he or she has, or by reason of such transaction acquires, any direct or indirect beneficial ownership or interest when the Disinterested Trustee or Advisory Board Member knows that securities of the same class are being purchased or sold or are being considered for purchase or sale by the Fund, until such time as the Fund’s transactions have been completed or consideration of such transaction is abandoned.

(f)

Sanction Guidelines: Unless an exception exists, if an Access Person trades in violation of this section 9, the Ethics Committee will determine the appropriate sanction consistent with the Sanction Guidelines of the Code, which may include disgorgement of profits to a charity selected by the Ethics Committee. A copy of the Sanction Guidelines will be provided to the Fund’s Board of Trustees annually.

10.

PRECLEARANCE AND REPORTING PROCEDURES

(a)

Preclearance Requirement. All Employees must receive prior approval for all purchases and sales of shares of Driehaus Mutual Funds and Sub-Advised Funds, initial purchases of all Limited Offerings other than Firm-affiliated limited partnerships, and the sale of all Covered Securities held prior to employment with the Firm that are not Permitted Investments. All preclearance approvals shall be valid for the same day preclearance is granted.

(b)

Reports - All Access Persons:

(1)

Brokerage confirmations and statements: Each Access Person must provide to the Firm’s CCO identifying information for all securities or commodities brokerage accounts in which that Access Person has a Beneficial Interest (including Spousal and Domestic Partner accounts) including in any Managed Accounts. This includes accounts that hold shares of the Fund or a Sub-Advised Fund, other than holding of such funds in the Driehaus 401(k) and Profit Sharing Plan. Before opening any brokerage account, including a Managed Account, each Access Person shall enter the account information into the ComplianceAlpha system or otherwise provide the information required to the CCO of the Firm. The CCO will arrange to receive trade confirmations and monthly/quarterly account statements from the Access Person’s broker-dealer, bank and/or financial institution directly through ComplianceAlpha. If a direct feed is not available in ComplianceAlpha, Access Persons are required to upload paper statements into the ComplianceAlpha system.

To the extent that a security transaction in which an Access Person has any Beneficial Interest or ownership is not reported on brokerage confirmations and statements either in hard copy or through ComplianceAlpha such transaction must be reported to the Firm’s CCO as part of the quarterly transactions report set forth in section 10(b)(2).

(2)

Initial and Annual Holdings Reports and Quarterly Transactions Reports: Each Access Person must provide a holdings report for Covered Securities and shares of the Fund and Sub-Advised Funds within 10 days after becoming an Access Person (an “Initial Holdings Report”) and annually thereafter (an “Annual Holdings Report”). The Annual Holdings Report must be current within 45 days of the date of the report, and should be made through ComplianceAlpha. Any supplemental supporting documentation should be submitted to the CCO in hard copy, if necessary. This requirement includes Spousal and Domestic Partner Accounts, Managed Accounts and any account in which an Access Person has a Beneficial Interest, other than the Driehaus 401(k) and Profit Sharing Plan.

Each Access Person must also provide a quarterly transaction report within 30 days after the close of a quarter for each transaction during the quarter in a Covered Security and shares of the Fund and Sub-Advised Funds other than transactions in the Driehaus 401(k) and Profit Sharing Plan, in which the Access Person had any Beneficial Interest, including Spousal and Domestic Partner Accounts and Managed Accounts, and provide information for any account established by the Access Person, Spouse or Domestic Partner during the quarter that holds Covered Securities or shares of the Fund or Sub-Advised Funds other than accounts established in the Driehaus 401(k) and Profit Sharing Plan. The quarterly transaction reports and new account disclosure should be made through ComplianceAlpha. Any supplemental supporting documentation should be submitted to the CCO in hard copy, if necessary.

Each report must state the title, number of shares and principal amount of each Covered Security in which the Access Person had any Beneficial Interest, the broker/dealer, bank and/or financial institution maintaining the account for the Access Person in which any securities were held for the benefit of the Access Person, and the date that the report is submitted by the Access Person. In addition, the quarterly transaction report must state the date of the transaction, the interest rate and maturity date of the Covered Security (if applicable), the nature of the transaction (i.e., purchase, sale or other), the purchase or sale price, and the date the account was established if established in the current reporting quarter.

(c)

Exceptions to Reporting:

(1)

Access Persons need not file a quarterly transaction report if the information would duplicate information that the CCO received in a broker’s confirmation or account statement or that is contained in the records of the Firm, including within ComplianceAlpha.

(2)

An Access Person need not make a quarterly transaction report hereunder with respect to transactions effected pursuant to an Automatic Investment Plan.

(3)

Access Persons are not required to provide initial or annual holdings reports, or quarterly brokerage confirmations and statements on digital assets (cryptocurrency and cryptoassets).

Access Persons are not required to provide initial or annual holdings reports or quarterly confirmations and statements for the Driehaus Companies 401(k) and Profit Sharing Plan, or for Driehaus Mutual Funds held directly at Northern Trust, the Fund’s Transfer Agent.

Disinterested Trustee or Advisory Board Member who would be required to make a report referenced in Section 10(b) solely by virtue of being a Trustee or Advisory Board Member is not required to make a report unless Section 10(d)(1) applies.

(4)

An Access Person who is not an Employee of the Firm may provide required reports to the CCO in hard copy in lieu of using ComplianceAlpha.

(d)

Reports - Disinterested Trustees and Advisory Board Members:

(1)

A Disinterested Trustee or Advisory Board Member must provide a quarterly report to the Ethics Committee of any purchase or sale of any Covered Security in which such person has, or by virtue of such transaction acquires, any Beneficial Interest if at the time of the transaction the Disinterested Trustee or Advisory Board Member knew, or in the ordinary course of fulfilling his or her official duties as a Trustee or Advisory Board Member of a Fund should have known that, on the date of the transaction or within 15 days before or after the transaction, purchase or sale of that class of security was made or considered for the Fund. The form of the report must conform to the provisions of subsection (b)(2) above.

(2)

This subsection (d) shall not apply to non-volitional purchases and sales, such as dividend reinvestment programs or “calls” or redemptions.

(e)

Review of Reports:

The CCO of the Firm or a designee of the CCO will review reports submitted by Access Persons, except no person shall be permitted to review his or her own reports. Any report required to be filed shall not be construed as an admission by the person making such report that he/she has any direct or indirect Beneficial Interest in the security to which the report relates.

11.

ETHICS COMMITTEE

The Ethics Committee will take whatever action it deems necessary and appropriate, consistent with its Sanction Guidelines, with respect to any Access Person of the Firm or the Fund other than as noted below who violates any provision of this Code, and will inform the Fund’s Board of Trustees as to the nature of such violation and the action taken by the Committee. However, any information received by the Ethics Committee relating to questionable practices or transactions by a Disinterested Trustee or an Advisory Board Member of a Fund shall immediately be forwarded to the Audit Committee of the Fund for that committee’s consideration and such action as it, in its sole judgment, shall deem warranted.

At least once a year, each Fund, the Adviser must provide a written report prepared by the Ethics Committee to the Fund’s Board of Trustees that describes any issues arising under the Code or procedures since the last report to the Board of Trustees, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations. The report will also certify to the Board of Trustees that each Fund and the Firm each have adopted procedures reasonably necessary to prevent Access Persons from violating the Code. The Report should also address any significant conflicts of interest that arose involving the Fund and Firm’s personal investment policies, even if the conflicts have not resulted in a violation of the Code.

12.

WAIVERS

The Ethics Committee may, in its discretion, waive compliance with any provision of the Code after considering whether the waiver (i) is necessary or appropriate to alleviate undue hardship, or in view of unforeseen circumstances, (ii) will not be inconsistent with the purposes and policies of the Code; (iii) will not adversely affect the interests of any Client or the interests of the Firm and/or (iv) will not result in a transaction or conduct that would violate provisions of applicable laws or rules. Normally, all waiver applications must be made in advance and in writing. A written record shall be kept of all waivers granted by the Ethics Committee, including a brief summary of the reasons for the waiver.

13.

CODE REVISIONS

Any material changes to this Code will be approved by the Fund’s Board of Trustees prior to the effective date of such changes.

14.

RECORD KEEPING REQUIREMENTS

The Firm shall maintain records, at its principal place of business, of the following: a copy of each Code in effect during the past five years; a record of any violation of the Code and any action taken as a result of the violation for at least five years after the end of the fiscal year in which the violation occurs; a copy of each report made by Access Persons as required in this Code, including any information provided in place of the reports during the past five years after the end of the fiscal year in which the report is made or the information is provided; a copy of each Fund trustee report made during the past five years; a copy of each Acknowledgment of the Code made by Access Persons during the past five years; a record of all Access Persons required to make reports currently and during the past five years; a record of all who are or were responsible for reviewing these reports during the past five years; and, for at least five years after approval, a record of any decision and the reasons supporting that decision, to approve an Access Person’s purchase of a New Issue or a Limited Offering.

15.

CONDITION OF EMPLOYMENT OR SERVICE

All Access Persons shall conduct themselves at all times in the best interests of Clients. Compliance with the Code is a condition of employment or continued affiliation with a Fund or the Firm. Conduct not in accordance with the Code is grounds for sanctions which may include, but are not limited to, a reprimand, a restriction on activities, disgorgement, termination of employment or removal from office. All Access Persons shall certify initially upon employment and annually thereafter to the Ethics Committee that they have read and agree to comply in all respects with this Code and that they have disclosed or reported all personal securities transactions, holdings and accounts required to be disclosed or reported by this Code.

Effective: November 14, 2025

Code of Ethics

Effective Date	Last Revision Date	Last Review Date	Process Owner	Approval
June 2005	December 2025	December 2025	Dalu Igbom	Tom Lloyd, Chief Compliance Officer

Overview

Campbell & Company and Campbell & Company Investment Adviser LLC (collectively "Campbell") seek to foster and maintain a reputation of integrity and professionalism. That reputation is a vital business asset and must be protected. As a result, any activity that (1) gives rise to or appears to give rise to any breach of fiduciary duty we owe to a Client; (2) creates even the suspicion of misuse of material, non-public information by you or Campbell; or (3) creates any actual or potential conflict of interest or even the appearance of a conflict of interest between our Client and you or Campbell, must be avoided. We have adopted this Code of Ethics in compliance with applicable laws and to help guide your conduct, avoid or mitigate conflicts of interest and comply with the law. The Code of Ethics establishes specific requirements related to your use of insider information, personal investing and giving and receiving of gifts and entertainment.

The Code of Ethics is administered by the Chief Compliance Officer; any questions regarding the Code of Ethics should be directed to the Compliance Department. You are required to comply with the Code of Ethics and to acknowledge upon hire and annually thereafter that you have read, understand and agree to comply with this Code and its policies. FIS ECM (formerly Protegent PTA) is the application used to monitor Code of Ethics and other compliance requirements. You will receive a login to FIS ECM upon the start of your employment.

All Employees are required to report violations of this Code and its policies to the Chief Compliance Officer, promptly after learning of such violations.

Failure to comply with the rules and requirements set forth in the Code of Ethics constitutes a breach of an Employee's obligation to conduct himself/herself in accordance with Campbell's Policies and Procedures, and in certain cases may result in a violation of the law. Appropriate remedial action by Campbell many include censure, fine, restriction on activities, or suspension or termination of employment.

Employees may report Code of Ethics violations or any other illegal activity anonymously through FIS ECM by selecting the Incident Report link in the QuickLinks menu.

The Code of Ethics is organized into the following sections:

Standards of Conduct

Campbell expects all employees to maintain a high standard of integrity and professionalism. We believe such standards are important to our success as an investment manager and also promote a pleasant and satisfying work environment for others. The following set of principles frame the professional and ethical conduct that Campbell expects from all of you, its employees:

●

Act with integrity, competence, diligence, respect, and in an ethical manner with the public, Clients, prospective Clients, employers, employees, colleagues in the investment profession and other participants in the global financial markets;

●

Place the integrity of the investment profession, the interests of Clients and the interests of Campbell above your own personal interests;

●

Adhere to the fundamental standard that you should not take inappropriate advantage of your position;

●

Use reasonable care and exercise independent professional judgment when conducting investment analysis, making investment recommendations, taking investment actions and engaging in other professional activities;

●

Practice and encourage others to behave in a professional and ethical manner that will reflect credit on himself or herself and the profession;

●

Promote the integrity of, and uphold the rules governing, global financial markets;

●

Maintain and improve your professional competence and strive to maintain and improve the competence of other professionals;

●

Comply with applicable provisions of the federal securities laws and Campbell’s business policies, Compliance Manual and IT Policies, including but not limited to Employee Responsibilities outlined therein;

●

Maintain the confidentiality of all non-public information regarding Campbell’s business methods, operations and financial status;

●

Engage in conduct that promotes a cooperative, team-oriented environment with respect and harmonious working relationships;

●

Respect property owned by the Company, other employees, vendors, and/or clients; and

●

Report any fraud or other conduct that violates Campbell's policies.

Conflicts of Interest

Campbell must eliminate or make full and fair disclosure of all material conflicts of interest that arise in connection with performing our business. We must disclose all matters that could reasonably be expected to impair our independence and objectivity or interfere with the duties we owe our Clients. At times, we may be required to obtain Client consent in order to engage in a practice that poses a potential conflict.

A conflict of interest, generally, is a scenario where a person or firm has an incentive to serve one interest at the expense of another interest or obligation. This might mean serving the interest of the firm over that of a client, or serving the interest of one client over those of another, or an employee or group of employees serving their own interests over those of Campbell or our clients. While violations of the law could certainly be a conflict, so to could something that, while not technically illegal, could affect Campbell’s reputation. A conflict exists if Campbell’s interests or your personal interests interferes with or impairs our ability to perform our duties in the best interests of our Clients.

Because conflicts may be apparent to any employee, you each have a role in recognizing new potential conflicts and elevating them by promptly reporting the situation to the Chief Compliance Officer. As our business evolves and changes, new conflicts can arise rapidly. It is best to err on the side of caution and report potential conflicts. The CCO will determine if a conflict exists, whether it is material, whether it has been accurately and fully disclosed and whether Client consent is required under the circumstances. Examples of conflicts of interest include, but are not limited to, the following:

●

An employee uses Campbell property or equipment or their position at Campbell to pursue personal interests or the interests of another organization;

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An employee accepts a personal gift or benefit that arises out of employment with Campbell, other than those in compliance with our Gifts and Entertainment guidelines;

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Giving preferential treatment to one client over another, due to financial incentives or personal relationships;

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Portfolio management activities that involve taking additional risks to generate higher fees;

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An action taken by Campbell that benefits its proprietary funds or accounts over that of its Clients;

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Any behavior that may create regulatory or reputational risks for the business;

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Personal relationships and outside activities that could reasonably present a material conflict of interest, given your role with Campbell;

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Receiving Client referrals from brokerage firms and then using those firms to execute our clients' trades;

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You, or an immediate family member, serving as an employee, officer or director of (or otherwise has a substantial interest in or business relationship with) a Client, a competitor of Campbell or a service provider or vendor;

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An employee who has a financial, family or personal relationship with a Vendor and approves the use of the Vendor or negotiates the terms of the agreement with the Vendor;

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Providing investment advice or portfolio management services for compensation to any person, other than a Campbell Client; and

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Recommending or directing any transaction for a Client if you have a personal interest in that security or market.

Statement on Insider Trading

Campbell prohibits conduct that may be deemed insider trading. Federal securities laws prohibit insider trading, which is the trading of securities by individuals with access to material, non-public

information. Information is “material” when there is a substantial likelihood that a reasonable investor would consider the information important in making investment decisions. Information is “non-public” until it has been disseminated broadly to investors throughout the marketplace. Information is “public” after it has become available to the general public through a public filing with the SEC or some other general circulation publication such as Bloomberg, and only after sufficient time has passed to allow for the information to be disseminated widely.

Insider Information affects Employees in two ways –

Campbell has material, non-public information that must be protected. Employees are prohibited from disclosing to anyone information about the positions we are trading and you may not trade in your personal accounts based on this knowledge.

Employees could receive material, non-public information about a publicly-traded company. You should not discuss or pass along that information, and you should avoid trading in your personal account or developing models that trade those positions.

The law of insider trading is complex; therefore, an Employee may legitimately be uncertain concerning the application of insider trading laws to a particular circumstance. Insider trading may expose an Employee or Campbell to stringent penalties; criminal sanctions may include, but are not limited to, a fine of up to $5,000,000 and/or twenty years imprisonment. Furthermore, the SEC may recover the profits gained or losses avoided through insider trading, obtain a penalty of up to three (3) times the illicit windfall, and/or issue an order permanently barring a person from the securities industry. Investors may also sue seeking to recover damages for insider trading violations. Regardless of whether a federal inquiry would occur, Campbell views seriously any violation of this policy. Any such violation constitutes grounds for disciplinary sanctions, including, but not limited to, dismissal.

An Employee must notify the Chief Compliance Officer immediately if he or she has reason to believe a violation of this policy has occurred or is about to occur. If you believe you have access to material, non-public information, you should:

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Immediately alert Campbell's Chief Compliance Officer;

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Refrain from trading the security on your behalf or for others (including Campbell); and

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Refrain from communicating the information to anyone, whether within or external to Campbell, with the exception of the Chief Compliance Officer.

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Employee Personal Trading Policy

Employee Personal Trading Policy

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Employee Personal Trading Policy

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Overview

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Policy and Procedures

Frontrunning Client Orders is Prohibited

Trading Futures Interests is Prohibited

30 Day Holding Period

Trades Must be Precleared Prior to Execution

Personal Trading Must be Conducted through a Campbell Approved Broker

Cryptocurrencies

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Preclearance Procedures

Transactions Subject to Preclearance

Procedures for Preclearance

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Reporting Procedures

Initial Holdings Report

Quarterly Reports

Annual Reports

Review of Reports

Overview

As employees of a financial services firm, Employees must take steps to avoid conflicts of interest that may arise when trading in the same securities as Campbell. Employees are required to conduct themselves and their personal financial transactions in a manner that complies with all applicable securities laws and the fiduciary duty Campbell owes its clients. The policies and procedures described below were designed to help Employees avoid potential conflicts of interest.

Policy and Procedures

Frontrunning Client Orders is Prohibited

Employees may not knowingly engage in a transaction in a Security that is also the subject of a transaction by or on behalf of a Client, if the Employee’s transaction would disadvantage or appear to disadvantage the Client or if the Employee would profit from or appear to profit from the knowledge that a Client is also conducting a transaction in the same security. In other words, if you are aware of Campbell’ s pending orders, you must refrain from trading those securities in your own personal account. For example, if Campbell has a large order pending that could affect the price of a stock and prior to Campbell executing its order you purchase that security for your own account, it could appear that you were trying to benefit from a price movement that could occur when Campbell executes its order. In order to protect Campbell and yourself from potentially frontrunning an order the Code of Ethics requires that you receive permission before engaging in certain Securities transactions. This is called Preclearance. All employees are required to pre-clear Securities transactions in FIS ECM. Preclearance is discussed in further detail, below.

Trading Futures Interests is Prohibited

All Campbell Employees are prohibited from trading Futures Interests. Campbell may take large positions in futures interest transactions (such as futures and forward contracts on commodities, interest rates, stock indices, or foreign exchange) and therefore Employee trading in these instruments poses a high risk to Campbell. Unless you receive an exception in writing from the Chief Compliance Officer, Employees may not engage in the trading of Futures Interests. If an exception is granted, Preclearance and reporting procedures will be established on a case-by-case basis. Such Preclearance and reporting procedures may be substantively identical to or materially different from those governing the trading of Securities by Employees. The Chief Compliance Officer reserves the right to refuse any transaction that appears to violate the Code and/or for which appropriate Preclearance and reporting procedures cannot be identified. Further, the prohibition of employee trading in Futures Interests will apply to prediction market platforms (i.e., Polymarket, Kalshi, etc.) that offer (binary) event contracts to participants. The Commodity Futures Trading Commission treats these event contracts like futures/swaps contracts.

Notwithstanding the provisions above, purchases of commodity or futures interests through exchange-traded products (ETPs) are permitted, and are subject to the 30 day holding period outlined below.

30 Day Holding Period

Exchange Traded Products must be held for at least 30 days from the date of purchase.

Trades Must be Precleared Prior to Execution

Prior to executing a transaction, employees must receive approval to enter the trade. Preclearance of trades is required for Securities, Exchange Traded Products, IPOs, tender offers and Private Placements. Exempt Transactions, such as transactions for Excluded Securities or non-discretionary transactions executed in a managed account or trust account, do not have to be approved prior to execution. See Preclearance Procedures below for instructions on how to preclear transactions.

Preclearance and disclosure are not required for the purchase and sale of Physical Commodities so long as the Employee takes delivery of the commodity and the assets are not held in a custody account on behalf of the Employee. Conversely, disclosure and preclearance requirements do apply if the Employee does not take physical delivery.

Personal Trading Must be Conducted through a Campbell Approved Broker

Employees must hold their accounts and transact their personal trading at Approved Brokers, unless they receive a written exception from the Chief Compliance Officer. Employees may not engage, or permit any other person or entity to engage, in any transaction (other than Exempt Transactions) of which the Employee has, or by reason of the transaction will acquire, Beneficial Ownership, except through a Campbell Approved Broker. Notwithstanding the foregoing and pending approval from the Compliance Department, Employees are permitted to hold the following account types with non-approved brokers:

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Mutual Fund Only accounts

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Non-discretionary investment accounts (i.e. Managed Accounts and Trust Accounts)

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529 College Savings Plans

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Employee Stock Purchase Plan (ESPP), and 401k retirement accounts established on behalf of the Employee by prior employers.

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Direct Cryptocurrency Investments

All Securities transactions executed within these accounts, which are not Exempt Transactions, are subject to preclearance, disclosure, and reporting requirements in FIS ECM as outlined in this policy. Additional periodic disclosures may be required in the form of providing the Compliance Department with a current statement showing holdings and transactions within the account.

If an employee would like to trade Physical Commodities through a custodian firm, the Employee must receive an exception in writing from the Chief Compliance Officer. In addition, Compliance will determine what procedures are required to monitor the transactions, including but not limited to requiring receipt of copies of the account statements.

Cryptocurrencies

Cryptocurrency, virtual currency, ICOs, coins, tokens, and commodity or other derivative interests related thereto, are emerging areas for investment. Please know that cryptocurrencies are very volatile investments, which can result in dramatic loss in value in a short period of time. By issuing this Compliance guidance, Campbell is in no way recommending cryptocurrency investments to Campbell employees. This is meant to be guidance for employees as to how potential cryptocurrency investments are treated under Campbell’s Personal Trading Policy.

The Campbell Personal Trading Policy treatment of these instruments depend on the type of instrument.

As Campbell does not currently trade cryptocurrencies in client accounts or funds, there is currently no conflict of interest in Campbell’s employees investing in cryptocurrencies. If Campbell’s Research Department decides to incorporate cryptocurrency trading into client account or fund portfolios, we will revise this policy to address any actual or potential conflicts. This may include the outright prohibition from investing, directly or indirectly, in cryptocurrencies.

There are a number of ways an investor can obtain exposure to cryptocurrencies.

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Direct Cryptocurrency Investments – no preclearance and no position reporting.

One can purchase cryptocurrencies, such as Bitcoin or Ethereum, by opening an account (or wallet) at a digital currency exchange such as Coinbase. If a Campbell employee opened an account at Coinbase, he or she would only report the Coinbase account. There would be no need to preclear buys and sells or to report positions in quarterly or annual Compliance certifications.

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Funds or Other Pooled Investment Vehicles

More traditional pooled investment vehicles such as publicly offered mutual funds, ETFs, and privately offered funds are becoming available with some or all exposure to cryptocurrencies. For example, Grayscale offers exposure to digital currencies in private offerings (accredited investors) and Exchange Traded Funds (ETF). If a Campbell employee were to invest in a Grayscale private offering, he or she would need to preclear that, just as with any other private offering. ETFs need to be precleared, and are subject to a 30 day holding period before sale. ETFs need to be held in a Campbell approved brokerage account. Mutual funds are not subject to preclearance and may be held in a non-approved brokerage account.

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Initial Coin Offerings

An initial coin offering (ICO) is the cryptocurrency industry’s equivalent to an initial public offering (IPO). A company looking to raise money to create a new coin, app, or service launches an ICO as a way to raise funds. Due to the uncertainty of the regulatory treatment of ICOs, Campbell does not permit employees to invest in ICOs.

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Virtual Coin Futures and Options

Campbell does not permit employees to invest in futures contracts. That restriction would likewise apply to futures contracts on cryptocurrencies. Due to the uncertainty of the regulatory treatment of options on cryptocurrencies, Campbell does not permit employees to invest in these options.

Preclearance Procedures

The following procedures shall govern all transactions in which an Employee has or seeks to obtain any B eneficial Ownership.

Transactions Subject to Preclearance

As described herein, certain Employee transactions (other than Exempt Transactions) are subject to preclearance and subsequent review by the Chief Compliance Officer or his or her designee. A transaction for an Employee Account may be disapproved if it is determined by the Chief Compliance Officer that the Employee is unfairly benefiting from, or that the transaction is in conflict with or appears to be in conflict with, any Client Transaction, any of the above trading restrictions, or this Code and its policies. Client Transactions include transactions for any Client or any other account managed or advised by Campbell & Company.

The determination that an Employee may unfairly benefit from or that an Employee transaction may conflict with or appear to conflict with a Client Transaction will be subjective and individualized, and may include questions about timely and adequate dissemination of information, availability of bids and offers, and other factors deemed pertinent to the transaction or series of transactions in question. It is possible that a disapproval of a transaction could be costly to an Employee or an Employee’s family; therefore, each Employee should take great care to adhere to Campbell’s trading restrictions and avoid conflicts or the appearance of conflicts.

Procedures for Preclearance

Preclearance procedures apply to all Employees and include: a) all accounts in the name of the employee or the employee’s immediate family member living in the same household; and b) all accounts in which the employee has a beneficial ownership interest and over which the employee exercises day-to-day trading authority.

After opening an account at one of Campbell's Approved Brokers, the Employee will add that account to the FIS ECM system and will inform the Compliance department of the account details. Alternatively, the employee may provide Compliance with the account details and Compliance may add to FIS ECM on the Employee’s behalf.

Once an account is added to the ECM system, the Employee must use the ECM system to preclear transactions (other than Exempt Transactions). Only after Preclearance is granted by the system may the Employee engage in the transaction. Please see here for procedures on how to preclear trades in FIS ECM .

Market order approvals are valid until close of business on the day the approval has been granted. Accordingly, an order must be entered by the close of business on the same day. Any material change to that order requires a new Preclearance through the ECM system.

Limit order approvals are valid for a period of 30 days after approval has been granted in the ECM system. Limit orders to liquidate or cover a position may only be entered into the ECM system after the mandatory 30 day holding period. A limit price must be specified in the preclearance request details.

All other Employee transactions in Securities (e.g., initial public offerings or participation in privately-negotiated transactions) must be cleared in writing by the Chief Compliance Officer prior to the Employee entering into the transaction. You may email your request to the Chief Compliance Officer.

Reporting Procedures

Each Employee must provide to Campbell periodic written reports about his or her holdings, transactions and accounts (and the holdings, transactions and accounts of other persons if he or she has a Beneficial Ownership interest in such holdings, transactions and accounts). The nature and content of these reports are generally controlled and governed by certain requirements promulgated by the Securities and Exchange Commission. The reports are intended to identify conflicts of interest that could arise when an Employee invests in a Security or holds an account(s) that permits such investments, and to promote compliance with this Code. Campbell is sensitive to privacy concerns, and will employ its best efforts to ensure that any such reports are not disclosed unnecessarily to anyone.

Initial Holdings Report

Within ten (10) days after a new employee commences employment with Campbell, he or she must submit to Campbell a report (a form of which is attached hereto as Appendix II) based on information that is current as of a date not more than forty-five (45) days prior to the date of employment, that contains the following:

The name/title and symbol, and the number of equity shares of (or the principal amount of debt represented by) each Security (excluding Excluded Securities) in which you had any direct or indirect Beneficial Ownership interest when you commenced employment with Campbell. You may provide this information by referring to attached copies of broker transaction confirmations or account statements that contain such information.

The name and address of any broker, dealer, bank or other institution (such as a general partner of a limited partnership or transfer agent of a company) that maintained any account in which any Securities were held for your direct or indirect Beneficial Ownership when you commenced employment with Campbell, and the account numbers and names of the persons for whom the accounts are held.

The date as of which you submitted the report.

Quarterly Reports

Within thirty (30) days after the end of each calendar quarter, you must submit to Campbell the following reports through the FIS ECM:

Certification: Broker Accounts

This report should include the name and address of any broker, dealer, bank or other institution (such as a general partner of a limited partnership or transfer agent of a company) that maintained any account in which any Securities were held during the quarter for your direct or indirect Beneficial Ownership, the account numbers and names of the persons for whom the accounts were held, and the date when each account was established.

Quarterly Certificate of Transactions

This report should include information with respect to any transactions during the quarter in a Security (excluding Exempt Transactions) in which you had any direct or indirect Beneficial Ownership interest, including if you engaged in any such transactions other than through a broker approved by Campbell:

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The date of the transaction, the name/title and symbol, interest rate and maturity date (if applicable), and the number of equity shares of (or the principal amount of debt represented by) each Security involved;

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The nature of the transaction (i.e., purchase, sale or other type of acquisition or disposition);

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The price at which the transaction in the security was effected;

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The name of the broker, dealer, bank or other institution with or through which the transaction was effected.

Political Contribution Certification

At the end of each three-month calendar quarter, the Compliance Department will distribute to all Employees a Quarterly Political Contributions Certification. This Certification is intended to capture information regarding any Contribution made by each Employee during that calendar quarter. It also ensures that all employees are adhering to Rule 206(4)-5 and Campbell’s Pay to Play Policy as it pertains to preclearing contributions (both monetarily and otherwise) to campaigns and/or officeholders. Because of the potential impact on Campbell’s business and regulatory rules, it will be imperative that the CCO and his or her designee(s) monitor this Policy.

Employees must certify either (1) that no Contributions were made, or (2) that all Contributions that were made have been disclosed. In order to protect the privacy of Employees, the records shall be treated as confidential and may only be reviewed by person(s) with a “need to know” or for purposes of making necessary disclosures to the SEC, states or other regulatory bodies, if required.

Exempt Transactions, such as transactions in open ended mutual funds or a managed account, do not need to be disclosed in the Quarterly Certificate of Transactions, unless specifically requested to do so by Campbell. However, you must identify the existence of the account in which you engage in such transactions in your list of securities accounts.

Annual Reports

Annually, you must submit to Campbell the following information:

Annual Holdings Report

The report will be completed in FIS ECM and requires: The name/title and symbol, and the number of equity shares of (or the principal amount of debt represented by) each Security (excluding Excluded Securities) in which you had any direct or indirect Beneficial Ownership interest as of a date not more than 45 days prior to the date the report is submitted.

Non-Discretionary Account Disclosure & Certification

On an annual basis, you must certify that you have disclosed all investment accounts over which you have no direct or indirect influence or control, and that you are, and will continue to be, uninvolved in the day-to-day trading activities for such accounts.

Managed Account Letter

For any account over which you do not exercise day-to-day trading authority, such as an account managed by a professional investment adviser, you must submit evidence, in the form of a certification signed by the advisor, that you are not involved in day-to-day trading decisions.

Trust Certification Letter

For any Trust Account of which you are the Beneficiary, and over which you have no direct or indirect influence or control and do not exercise day-to-day trading authority, you must submit evidence, in the form of a certification signed by the Trustee of the account, that you are not involved in the day-to-day trading decisions of the account.

On an as-requested basis, employees must furnish the Compliance Department with periodic statements reflecting the assets held within the following:

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Any account for which the Employee has received prior approval from the Compliance department to be held at a non-approved broker

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Any non-discretionary managed or trust account

The Compliance department will determine the timing and frequency of when these statements must be provided. All transactions executed within such accounts, which are not Exempted Transactions, are subject to preclearance requirements in FIS ECM.

Review of Reports

The Compliance department is responsible for administering the reports and will promptly review reports submitted by Employees, as well as each hard copy account statement received from any institution that maintains an Employee account. Please consult with the Chief Compliance Officer if you have any questions concerning the nature and content of Campbell’s reporting requirements.

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Gifts & Entertainment

Gifts & Entertainment

Overview

Campbell is built on a foundation of trust - the trust of our clients, regulators and the general public. Maintaining this trust is an obligation of every employee. The cornerstone of maintaining that trust is that we must always act in the best interests of our clients and never even appear to put our own interests ahead of those of our clients. We have full confidence in the integrity of our employees. However, by accepting or giving gifts, entertainment or other personal benefits in connection with our employment, we may raise questions about our impartiality and ethical values. At the same time, we believe that building strong relationships with our current and prospective brokers, trading partners, other service providers, and clients (collectively “Business Partners”) is prudent business, supporting our overall goal of delivering investment performance to our clients. We have adopted this Gifts and Entertainment Policy to ensure within reason that gifts and entertainment received or given by our employees do not interfere with an employee’s judgment and do not create the appearance of a conflict of interest.

In considering whether or not giving or accepting a gift or entertainment is appropriate, the following guidelines and questions should be considered:

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Is it difficult to justify the reason for the gift or entertainment?

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Would you be embarrassed if your supervisor, colleagues or clients knew of the gift or entertainment?

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Could this gift in any way be interpreted as, or appear to be, inappropriate? What would you think if your manager or peers gave or accepted similar gifts or entertainment?

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Are you compromising your personal ethics in any way by giving or accepting the gift or entertainment?

When in doubt, seek approval.

Policy and Procedures

Giving and Receiving Gifts

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No Solicitation Permitted - Employees may not solicit gifts or entertainment from Business Partners (for example, tickets to events or other entertainment) for either themselves or others.

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$100 Limit - No employee may give or accept more than $100 of gifts in a calendar year from a single Business Partner without the approval of the Chief Compliance Officer (“CCO”). If you receive a gift that exceeds the limit, you must report it to the CCO who will make a determination on whether or not it may be accepted or should be returned.

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Promotional Items Not Considered Gifts - We recognize that the giving and receiving of promotional items (such as caps, shirts, umbrellas, etc. that bear a company’s logo) is an ordinary and usual practice, which has the legitimate business purpose of promoting that company’s brand name. As such, these promotional items are not considered “gifts” within the meaning of this gift policy and you are not required to track the giving or receipt of promotional items.

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No Home Delivery of Gifts - All gifts from Business Partners must be delivered to Campbell’s office. No employee should make arrangements for any gift to be delivered to their home without first notifying his or her supervisor, even if the gift is appropriate. We understand that because some employees are working from home full-time delivery of gifts to employee's homes is acceptable. Employees must notify their supervisor before accepting home delivery.

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No Cash Gifts - Cash gifts may not be accepted under any circumstances. If a cash gift is ever offered by a Business Partner it must be reported to the CCO immediately.

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Gifts - Employees must disclose (in FIS ECM) each gift given or received with an estimated market value of over $25, with the exception of promotional items as noted above. The record should note the date of the gift, the Business Partner (both the firm and the individual) who provided the gift, a description of the gift and the estimated value of the gift. Gifts with an estimated market value under $25 do not need to be reported. (See- Gifts & Entertainment Disclosure Procedures)

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Sharing of Gifts - In appropriate circumstances, a supervisor, in consultation with the CCO, may decide that a gift sent to one of his or her reports may be accepted by Campbell and distributed to a group of employees. If a gift is distributed to a group of employees, the supervisor will complete the gift record. The record should note the date of the gift, the Business Partner (both the firm and the individual) who provided the gift, the names of the employees receiving the gift, a description of the gift and the estimated value of the gift. Gifts with an estimated market value under $25 do not need to be reported. (See below - “Keeping Track”). The value of a gift distributed to a group of employees will not count towards the annual $100 limit for the employees.

Giving and Receiving Business Entertainment

For purposes of this Policy, “business entertainment” is defined as an event or dinner hosted by or received by Campbell employees, where the Business Partner is in attendance and it is used to discuss business or the business relationship. If the Business Partner bears the expense, it is Business Entertainment "received" by Campbell and if Campbell bears the expense, it is Business Entertainment "given" by Campbell. The key for Business Entertainment is that the Business Partner must be in attendance. If the Business Partner is not in attendance, the entertainment is considered a gift and must comply with the requirements for Giving and Receiving Gifts, above.

Example. If a Business Partner invites Campbell employees to an Orioles game and attends the game with the employees, the event is considered "Business Entertainment." If the Business Partner invites Campbell employees to an Orioles game, but at the last minute decides they will not attend, but gives the tickets to the Campbell employees, the tickets are considered a gift and must comply with the requirements of receiving gifts. Entertainment gifts are considered gifts under this policy and count toward the $100 limit that an employee may receive as gifts from a single source.

Giving and receiving business entertainment must be limited to reasonable amounts (in terms of overall frequency and value per event). What is reasonable will vary in different circumstances. However, a good guideline for frequency would be once per quarter for business dinners. With regard to value, that will vary with the location. It is understood, for example, that a dinner in New York will likely cost more than a comparable dinner in a less expensive city. However, if you have any questions regarding whether a given situation is reasonable, you should contact the CCO for guidance.

Any business entertainment event that includes travel and/or lodging must be pre-approved by the employee’s supervisor and the Chief Compliance Officer.

“Big Ticket” events such as major sporting events (for example, the Super Bowl, the Masters, etc.) must also receive pre-approval from the employee’s supervisor and the CCO. The event may be approved if the employee is accompanied by the Business Partner and demonstrates that attendance will foster a legitimate Campbell business purpose. Except as noted below, Business Entertainment received must be included in a gift and entertainment record and be reported, but does not need to be valued. The record should note the date, Business Partner (both the firm and the individual), and a detailed description of the entertainment provided. (See - Gifts & Entertainment Disclosure Procedures )

Routine Business Entertainment

The following Business Entertainment is regarded as "routine" and does not require prior approval from the Compliance Department. However, Employees may be required to receive approval from their direct manager. The following items do not need to be disclosed as a Gift and Entertainment record in FIS ECM:

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Business breakfasts, lunches and dinners with employees of Business Partners.

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Food received by a Campbell department or team for consumption during business hours (e.g., holiday gift baskets, etc.)

However, employees should exercise their judgment on the frequency and/or extravagance of both of these types of Business Entertainment and raise any questions they may have with the CCO.

Gifts and Entertainment Disclosure

Employees will disclose Gift and Entertainment details in FIS ECM . Employees may complete a Gift and Entertainment Report by 1) Logging on to FIS ECM; 2) Clicking on the “Available Forms” tab on your dashboard; and 3) Selecting the “Gift and Entertainment Record." Compliance will periodically review these records. The record should include the date of the gift, the Business Partner’s name, the Business Partner’s firm name, the description of gift, and the estimated value of gift. For Business Entertainment, the record should include the date of the event, the Business Partner’s name, the Business Partner’s firm name, and a description of the Business Entertainment. If the item required preapproval or an exception by the CCO, the details of the approval or exception should be noted by the Employee.

As noted above, routine Business Entertainment and Promotional Items do not have to be recorded.

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Administration of COE

Administration of the Code of Ethics

Overview

The Compliance Department is responsible for the administering, monitoring and enforcing the Code of Ethics.

Retention of Records

The Compliance Department will maintain, for a period of five years, the records listed below. Such records will be maintained at Campbell’s principal place of business in an easily accessible, but secure, location.

A list of all persons subject to this Code and its policies during the period in question.

The Annual Certificate of Compliance, signed by all persons subject to this Code and its policies, acknowledging that such persons have read, understand and agree to comply with this Code and its policies and recognizing that you are subject to this Code and its policies. The Annual Compliance Certificate will also affirm that such persons have complied with the requirements of this Code and its policies during the prior year, and have disclosed, reported or caused to be reported all holdings required hereunder and all transactions during the prior year in Securities and Futures Interests (other than Excluded Securities) of which such persons had or acquired Beneficial Ownership.

A copy of each Code of Ethics, and any related policies, in effect at any time during the five-year period in question.

A copy of each report filed pursuant to this Code and its policies, and a record of any known violations and actions taken as a result thereof during the period in question.

A record of any decision, and the reasons supporting such decision, to approve the acquisition of Securities by Employees, for at least five years after the end of the fiscal year in which such approval was granted.

Quarterly Reports

The Chief Compliance Officer, or his or her delegate, will report quarterly to the management of Campbell and the Directors of any applicable Registered Investment Company as to whether there have been any material violations of this Code and its policies during the previous quarter, including describing each significant remedial action taken in response to a violation of this Code and its policies. A significant remedial action means any action that has a significant financial effect on the violator, including, but not limited to, disgorgement of profits, imposition of a substantial fine, demotion, suspension or termination.

Annual Reports

The Chief Compliance Officer, or his or her delegate, will report annually to the management of Campbell and the Directors of any applicable Registered Investment Company with regard to efforts to ensure compliance by Employees of Campbell with their fiduciary obligations to Clients. The annual report will, at a minimum, include the following:

A description of any material violations of this Code and its policies and sanctions imposed in response to such material violations; and

A certification that Campbell has adopted procedures reasonably necessary to prevent Employees from violating this Code and its policies.

Review of Code of Ethics

This Code and its policies shall from time to time be reviewed by the Chief Compliance Officer to ensure that it is meeting its objectives, is functioning fairly and effectively, and is not unduly burdensome to Campbell or to Employees. Employees are encouraged to contact the Chief Compliance Officer with any comments, questions or suggestions regarding the implementation or improvement of the Code and its policies.

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Definitions

Definitions

Approved Brokers. “Approved Brokers” refer to brokerage firms that Campbell has partnered with to hold Employee investment accounts. These firms have agreed to provide duplicate copies of confirmations and statements electronically to our monitoring application, FIS ECM. A list of approved brokers can be found here.

Beneficial Ownership. One will be deemed to have “Beneficial Ownership” in a Security or of a Futures Interest if:

one has a Pecuniary Interest in such Security or Futures Interest;

one has voting power with respect to the Security, meaning the power to vote or direct the voting of such Security; or

one has the power to dispose of, or direct the disposition of, such Security or Futures Interest.

If you have any questions about whether an interest in a Security or Futures Interest, or in an account, constitutes Beneficial Ownership, please contact the Compliance Department.

Beneficiary. Any individual eligible to receive distributions from a trust.

Chief Compliance Officer. The Chief Compliance Officer is Thomas P. Lloyd.

Client. The term “Client” means any individual, investment entity or account advised or managed by Campbell, including, but not limited to, registered investment companies.

Futures Interest. The term “Futures Interest” means commodities, futures, forwards and options, whether traded on an organized exchange or otherwise, including, but not limited to, cash foreign exchange instruments.

Employee. The term “Employee” includes: (i) All individuals employed at Campbell (including all Advisory Persons), whether on a full-time or part-time basis, including interns (unless an exception is made by the CCO); and (ii) each member, director or officer of Campbell.

Exchange Traded Products. The term “Exchange Traded Products” or “ETPs” means exchange-traded funds or exchange-traded notes, which are traded on a securities exchange.

Excluded Securities. The term “Excluded Securities” means:

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U.S. government securities

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bankers’ acceptances

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bank certificates of deposit

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commercial paper

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high-quality short-term debt instruments (defined as any instrument that has a maturity at issuance of less than 366 days and is rated in one or more of the two highest rating categories by a Nationally Registered Statistical Rating Organization), including, but not limited to, repurchase agreements, shares issued by money market funds

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open ended mutual funds, or shares issued by open-end investment companies registered under the 1940 Act (other than registered investment companies advised by Campbell & Company or Campbell & Company Investment Adviser LLC).

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Physical commodities for which the employee takes delivery, and which are not held in a custody account.

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Direct Cryptocurrency Investments.

Exempt Transactions. The following transactions are exempt from pre-clearance, 30 day holding periods and restrictions on Futures Interests:

Purchases and sales of Excluded Securities.

Any transaction in an account over which you do not exercise day-to-day trading authority, such as an account managed by a professional investment adviser.

Transactions effected in automatic investment plans, dividend reinvestment plans or under an employer-sponsored, automatic payroll deduction, cash purchase plan.

Transactions by exercise of rights issued to the holders of a class of Securities pro rata, to the extent they are issued with respect to Securities of which you have Beneficial Ownership.

Acquisitions or dispositions of Securities as the result of a stock dividend, stock split, reverse stock split, merger, consolidation, spin-off or other similar corporate distribution or reorganization applicable to all holders of a class of Securities of which you have Beneficial Ownership.

Such other classes of transactions as may be exempted from time to time by the Chief Compliance Officer, based upon a determination that the transactions are unlikely to violate Rule 204A-1 under the Advisers Act or Rule 17j-1 under the 1940 Act. These transactions may still be subject to reporting.

Such other specific transactions as may be exempted from time to time by the Chief Compliance Officer, on a case-by-case basis when it is determined that no abuse is involved. These transactions may still be subject to reporting.

Cryptocurrencies purchased through a digital currency exchange such as Coinbase.

Independent Director. The term “Independent Director” means a Director of the Trust who is not an “interested person” within the meaning of Section 2(a)(19) of the 1940 Act.

Pecuniary Interest. One will be deemed to have a “Pecuniary Interest” in a Security or Futures Interest if one, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in such Security or Futures Interest. The term “Pecuniary Interest” is construed very broadly. The following examples illustrate this principle:

●

Ordinarily, one will be deemed to have a “Pecuniary Interest” in all Securities and Futures Interests owned by members of one’s immediate family 1 who live in the same household;

1 For purposes of this Manual, the term “immediate family” includes an Employee's child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and includes any adoptive relationship.

●

If one is a general partner of a general or limited partnership, one will be deemed to have a “Pecuniary Interest” in all Securities and Futures Interests owned by the partnership;

●

If one is a shareholder of a corporation or similar business entity, one will be deemed to have a “Pecuniary Interest” in all Securities and Futures Interests owned by such entity if one is a controlling shareholder of the entity, or has or shares investment control over the entity’s investment portfolio;

●

If one has the right to acquire Securities and/or Futures Interests through the exercise or conversion of a derivative security, one will be deemed to have a “Pecuniary Interest” in such Securities or Futures Interests, whether or not one’s right is presently exercisable;

●

One’s interest as a manager-member in the Securities and/or Futures Interests held by a limited liability company; and

●

Ordinarily, if one is a trustee or beneficiary of a trust where he or she, or members of one’s immediate family, has a vested interest in the principal or income of the trust, he or she will be deemed to have a “Pecuniary Interest” in all Securities and Futures Interests held by the Trust.

If you have any questions about whether an interest in a Security or Futures Interest, or in an account, constitutes a Pecuniary Interest”, please contact the Compliance Department.

Security. The term “Security” has the same meaning as it has in Section 2(a)(36) of the 1940 Act and Section 202(a)(18) of Advisers Act. The following are Securities:

Any note, stock, treasury stock, bond, exchange traded product (ETP), debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, exchange traded funds, exchange traded notes, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a security, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any security.

It should be noted that the term “Security” includes a right to acquire a security, as well as an interest in a collective investment vehicle (such as a limited partnership or limited liability company).

Trustee. An individual that holds or administers the assets of a trust for the benefit of a third party Benefi ciary.

Vendor. An individual or company that supplies products or services to other businesses, often acting as a key link in the supply chain to ensure that goods or services reach end consumers or fulfil business needs.

Return to COE

Appendices

Code of Ethics Appendices

APPENDIX I - ACKNOWLEDGMENT CERTIFICATION

●

PERSONAL INVESTMENT AND TRADING POLICY;

●

STATEMENT ON INSIDER TRADING;AND

●

CODE OF ETHICS

APPENDIX II - INSTRUCTIONS FOR COMPLETING INITIAL REPORT OF PERSONAL SECURITIES HOLDINGS

APPENDIX III - ANNUAL CERTIFICATION OF COMPLIANCE MANAGED ACCOUNT LETTER

TRUST ACCOUNT LETTER

Personal Trading Policy

Business Owner: Chief Compliance Officer (Canada)

Date Approved by Board: November 19, 2025

Effective Date: November 19, 2025

At Mawer, all business decisions and our fiduciary activities are conducted in the best interest of our clients, the firm and the Mawer Funds. Mawer adheres to the CFA Institute Code of Ethics and Standards of Professional Conduct and CFA Institute Asset Manager Code of Professional Conduct.

The regulations applicable to Mawer in Canada, the U.S. and Singapore require Mawer to oversee personal trading activities and holdings of Covered Persons (defined below) to ensure they do not take advantage of their position or their knowledge of confidential trading information, which includes but is not limited to model decisions (either executed or in-progress), client directed trades, research initiation and portfolio delta reports, or material non-public information, to unfairly profit through personal trading activities.

This policy is designed to prevent and detect self-dealing, front-running, and any real or potential conflicts of interest that may arise from personal trading activities. This policy is to be read in conjunction with Mawer’s Business Conduct Policy, Material Non-Public Information Policy, and Conflicts of Interest Policy, which collectively form Mawer’s Code of Ethics.

References to the code of ethics system or personal trading system refers to Star Compliance or any other reporting system approved from time to time.

Who is Bound by this Policy?

This policy applies to: (collectively, Covered Persons)

●

employees, owners/partners, and those employed or contracted directly or indirectly through Mawer or one of its subsidiaries (Mawer Personnel);

●

spouses, domestic partners and dependent children of Mawer Personnel (Family Members);

●

any corporation owned or controlled (directly or indirectly) by Mawer Personnel or Family Members; and

●

any trust of which Mawer Personnel is a trustee.

Covered Persons Classifications

Covered Persons are classified in one of two ways:

Restricted Person: any Covered Person who has access, control, or influence over Mawer's trading activities or the ongoing investment process of the Mawer funds or clients.

This includes but is not limited to:

●

All Research team members;

●

Asset Class Managers;

●

Traders;

●

Client team members responsible for managing client investment portfolios;

●

Individuals registered as Advising Representatives, Associate Advising Representatives, Dealing Representatives or in a similar capacity;

●

Mawer Personnel who have access to proprietary data or systems used in the investment decision-making process; and

●

any other individuals as determined by Compliance.

Personal Trading Policy
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Access Person: any Covered Person who is not considered a Restricted Person.

Security Classifications

Securities are classified as Exempt or Non-Exempt Securities as follows:

Exempt Securities: securities which do not present a conflict of interest with client trading and therefore do not require pre-clearance from Compliance:

●

securities of open-end investment funds such as the Mawer funds, segregated funds, pooled funds, other third-party mutual funds distributed under a simplified prospectus or similar offering document, and publicly traded closed-end funds;

●

exchange traded funds (ETFs) invested in a diverse basket of securities (note: ETFs concentrated in or where performance is principally based on a single issuer/security are considered non-exempt securities);

●

options, futures, or other derivatives based on any broadly based market indices (note: derivatives concentrated in or where performance is principally based on a single issuer/security are considered non-exempt securities);

●

direct obligations of national government issuers;

●

securities issued or guaranteed by a government or world or regional development bank or monetary fund;

●

GICs, certificates of deposit, and other deposits with financial institutions;

●

short-term debt securities maturing in less than 365 days from their date of issue;

●

securities managed by external discretionary portfolio managers;

●

securities held in Mawer’s discretionary accounts;

●

physical commodities or derivatives on commodities;

●

currency transactions including foreign currency, digital currency and cryptocurrency;

●

purchases made as part of an automatic dividend reinvestment plan, stock purchase plan, acquisitions and transactions resulting from a corporate action applicable to all similar security holders¹; and

●

share splits, or other similar corporate distributions.

Non-Exempt Securities: all securities other than Exempt Securities, including securities of reporting issuers, initial public offerings (IPOs), securities of private issuers, and private company securities sold through a private placement. These securities require pre-clearance through Star Compliance.

Accounts Subject to this Policy

Reportable Accounts include:

●

brokerage accounts including registered and non-registered brokerage accounts where a Covered Person(s) directs trading, has trading authority, influence or gives investment advice about specific securities held in the account, or such accounts whereby a Covered Person(s) has indirect ownership;

●

corporate investment accounts where a Covered Person has trading authority or influence trades for that account or where a Covered Person holds more than 20% of the voting securities of the corporate entity;

Does not include the sale of securities participating in these plans.

Personal Trading Policy
Page 2

●

accounts held in a blind trust; and

●

accounts managed on a discretionary basis outside of Mawer.

Roles and Responsibilities

Mawer Personnel are responsible for:

●

Adhering to this policy and its applicable procedures;

●

Understanding how this policy applies to them and members of their household;

●

Obtaining pre-clearance when trading in non-exempt securities;

●

Disclosing any new Reportable Accounts in Star Compliance within 10 business days of the account being opened. New employees must disclose all Reportable Accounts and provide their most recent statements within 5 business days of meeting the CCO (Canada) or their delegate to review this policy;

●

Self-disclosing to Compliance any real or potential instances of non-compliance with this policy;

●

Obtaining clarification from Compliance on any questions regarding this policy prior to transacting in any personal trades or opening a new Reportable Accounts; and

●

Completing all related certifications and training accurately and in a timely manner.

Compliance is responsible for:

●

Maintaining and overseeing compliance with this policy;

●

Providing firm-wide training on this policy at least annually;

●

Reviewing quarterly and annual certifications of compliance with this policy;

Assisting Mawer Personnel with setting up account statement delivery to either Mawer’s Calgary office or electronically through Star Compliance;

●

Monitoring for short-term/frequent trading and notifying the individual’s People Leader as required;

●

Providing exemptions to this policy;

●

Maintaining all records associated with this policy including certifications, brokerage account statements, pre-clearance requests, and instances of non-compliance; and

●

Escalating instances of non-compliance with this policy to the Executive Team, Risk Management and Audit Committee, Independent Review Committee and applicable People Leader(s).

Restrictions and Conditions on Trading in your Brokerage Accounts

Access Persons are subject to the following trading restrictions and conditions:

●

can conduct personal trades in Exempt Securities without pre-clearance from Compliance; and

●

can conduct personal trades in Non-Exempt Securities with pre-clearance from Compliance in accordance with this policy.

Restricted Persons are subject to the following trading restrictions and conditions:

●

can conduct trades in Exempt Securities without pre-clearance from Compliance;

●

cannot purchase or add to existing holdings in Non-Exempt Securities;

●

can sell or trim existing positions in Non-Exempt Securities, subject to getting pre-clearance from Compliance;

●

can trade in securities of private issuers with pre-clearance from Compliance; and

●

can maintain securities held in Reportable Accounts, provided they were acquired prior to joining Mawer.

Personal Trading Policy
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Registrants who have personal accounts at Mawer are prohibited from advising on their personal accounts or on the accounts of family members who are clients of Mawer, in accordance with self-dealing prohibitions under applicable securities laws.

Pre-clearance of Trades

Pre-clearance requests

Pre-clearance for personal trades in Non-Exempt Securities is to be obtained through Star Compliance.

Compliance will review each request and pre-clearance will only be granted if, at the time of the request:

●

no client, fund or segregated account is transacting in that security; and

●

neither you or the firm are in possession of material non-public information concerning the issuer or any of its affiliates or subsidiaries.

Compliance will not disclose the rationale for declining a pre-clearance request.

ii)

Execution of pre-cleared trades

Once pre-clearance is obtained, you may execute the approved trade within the next 2 business days. Limit or stop-loss orders must not be used to circumvent this timeframe.

iii)

Revocation of pre-clearance

If pre-clearance is granted and an order for the issuer is subsequently added to the blotter or we receive material non-public information concerning the issuer or any of its affiliates or subsidiaries, Compliance will revoke the pre-clearance granted. You will be notified of the revocation and must immediately make best efforts to instruct your broker not to execute further trades. If trades are executed prior to being notified of the revocation, such trades will not be in violation of this policy.

Trades in Thinly Traded Securities

The market impact of trades in securities of companies with small market capitalization or whose shares are thinly traded can have a significant market impact on a fund or a segregated account.

A conflict of interest may exist when a Covered Person holds a position in thinly traded securities and subsequently recommends those securities for the Mawer funds and/or client accounts. In these situations, Restricted Persons must notify Compliance of the proposed recommendation before it has been made. Compliance will assess any real or potential conflicts in accordance with Mawer’s Conflicts of Interest Policy and will advise on the appropriate course of action.

Certifications

Initial Certifications:

New employees must disclose all Reportable Accounts and provide their most recent statements within 5 business days of meeting the CCO (Canada) or their delegate to review this policy. For discretionary accounts held outside of Mawer, you must also provide Compliance a copy of the applicable Investment Management Agreement within the 5 business days.

New employees will be required to complete an initial certification of reportable accounts and holdings in Star Compliance within 5 days of receiving the request. New employees will also be required to certify their understanding and acknowledge their adherence to this policy.

Personal Trading Policy
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Annual and Quarterly Certifications:

Each quarter, all Mawer Personnel must certify in Star Compliance that they have accurately disclosed all Reportable Accounts and transactions.

All Mawer Personnel must also provide an annual certification in Star Compliance that they have accurately disclosed all Reportable Accounts and holdings in Non-Exempt Securities.

If you hold a discretionary account outside of Mawer, you must attest that neither you nor your Family Members have discretion over the account, and that you did not direct or influence the third-party discretionary portfolio manager’s investment decisions.

Quarterly and annual certifications must be completed within 30 days following quarter and year end.

Exemptions from this Policy

Mawer Personnel who are on parental leave or other leave of absence may be granted temporary exemption from this policy so long as they do not have access to corporate emails, our order management system and/or any systems or database used to store information on the investment decision-making process while they are on leave.

Mawer Personnel and/or their people leaders will submit the exemption request to Compliance via email who will assess the request and may grant an exemption on a case-by-case basis.

Non-Compliance

Violations of this policy include but are not limited to late disclosure of Reportable Accounts, failure to adhere with trading restrictions and conditions, failure to provide brokerage account statements, making prohibited investments, failure to disclose Reportable Accounts, front-running of client orders, and market timing or late trading in mutual fund securities.

Compliance will review all instances of non-compliance and recommend remedial action to the Executive Team and CEO for consideration in response to any violation. Remedial action may include:

●

reprimand;

●

monetary penalty;

●

requiring you to reverse a trade;

●

disgorgement of any profit earned (the difference between the trade price obtained by you and any proximate client trade) and paying this amount to the client account if appropriate, or making a donation of the amount to charity (with no tax deduction available to you);

●

further education;

●

suspension of trading privileges;

●

suspension of employment without pay; or

●

termination of employment.

If you fail to obtain pre-clearance for a restricted trade, Compliance will consider the following in determining the appropriate disciplinary recommendation:

●

whether the trade would have been approved if pre-clearance had been requested;

●

whether the trade was in actual conflict with any client, fund or segregated account trades; and

●

whether you have a history of non-compliance.

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Non-compliance will be recorded in your personnel file maintained by Human Resources. If actions in violation of this policy have caused harm to clients, the markets, or the public, it may be necessary to alert securities regulators as required under applicable securities laws.

Record Keeping

All records related to this policy will be retained in a readily accessible manner for a period of not less than seven years in a manner that permits it to be provided to the relevant regulatory authority in a reasonable period of time. For the first two years, such records will be located in one of Mawer’s offices.

Relevant Laws, Regulations or Rules:

●

National Instrument 81-102,

●

Alberta Securities Act, RSA 2000, s.147

●

Ontario Securities Act, RSO 2000, ss. 76 (1)

●

Rule 204A-1 of the Investment Advisers Act

●

IRC Conflicts of Interest Matters Manual

●

CFA Asset Manager Code of Professional Conduct

●

CFA Code of Ethics and Standards of Professional Conduct

Personal Trading Policy
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CODE OF ETHICS

EMERALD ADVISERS, LLC.

EMERALD MUTUAL FUND ADVISERS TRUST

EMERALD SEPARATE ACCOUNT MANAGEMENT

EMSTONE ADVISERS, LLC

01/02/2025

PREAMBLE

This Code of Ethics is being adopted in compliance with the requirements of Rule 17j-1 under the Investment Company Act of 1940 (the "Act") and Rule 204A-1 under the Investment Advisers Act of 1940 (the "Advisers Act") adopted by the United States Securities and Exchange Commission to effectuate the purposes and objectives of the rules.

Rule 17j-1 makes it unlawful for certain persons, in connection with purchase or sale by such person of a security held or to be acquired by any series funds advised or sub-advised by Emerald Mutual Fund Advisers Trust or any affiliated person of the investment adviser:

(1)

To employ a device, scheme or artifice to defraud the funds;

(2)

To make to the funds any untrue statement of a material fact or omit to state to the funds a material fact necessary in order to make the statements made, in light of the circumstances in which they are made, not misleading;

(3)

To engage in any act, practice or course of business which operates or would operate as a fraud or deceit upon the funds; or

(4)

To engage in a manipulative practice with respect to the funds.

Section 206 of the Advisers Act makes it unlawful for certain persons including Emerald Advisers, LLC. or Emerald Mutual Fund Advisers Trust (the "Advisers"):

(1) To employ any device, scheme or artifice to defraud any client or prospective client;

(2) To engage in any transaction, practice or course of business which operates as a fraud or deceit upon any client or prospective client;

(3) Acting as principal for his own account, knowingly to sell any security to or purchase any security from a client; or acting as broker for a person other than such client, knowingly to effect any sale or purchase of any security for the account of such client, without disclosing to such client in writing before the completion of such transaction, the capacity in which he is acting and obtaining the consent of the client to such transaction. The prohibitions of this paragraph (3) shall not apply to any transaction with a customer of a broker or dealer if such broker or dealer is not acting as an investment adviser in relation to such transaction; or

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(4) To engage in any act, practice, or course of business which is fraudulent, deceptive or manipulative.

Rule 17j-1 and/or Rule 204A-1 require an investment adviser to adopt a written Code of Ethics containing provisions reasonably necessary to prevent persons from engaging in acts in violation of the above standard and to use reasonable diligence, and institute procedures reasonably necessary to prevent violations of the Code.

Set forth below is the Code of Ethics adopted by the Advisers in compliance with the Rule. This Code is based upon the principle that the Adviser owes a fiduciary duty to, among others, the clients of the Advisers to conduct their affairs, including their personal securities transactions, in such manner to avoid (i) serving their own personal interests ahead of clients; (ii) taking inappropriate advantage of their position with the Advisers ; and (iii) any actual or potential conflicts of interest or any abuse of their position of trust and responsibility.

DEFINITIONS

(a)

"Access Person" means any director, trustee, officer, general partner, Advisory Person or Investment Personnel of the Advisers.

(b)

"Advisory Person" means

(i)

any employee of the Advisers (or of any company in a control relationship to the Advisers) who, in connection with his regular functions or duties, makes, participates in, or obtains current information regarding the purchase or sale of a Covered Security by the Advisers, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and

(ii)

any natural person in a control relationship to the Adviser who obtains information concerning recommendations made to the Advisers with regard to the purchase or sale of a Covered Security by the Advisers.

(c)

A security is "being considered for purchase or sale" or is "being purchased or sold" when a recommendation to purchase or sell the security has been made and communicated to the trading desk, which includes when the Advisers have a pending "buy" or "sell" order with respect to a security, and, with respect to the person making the recommendation, when such person seriously considers making such a recommendation.

(d)

"Beneficial ownership" shall be as defined in, and interpreted in the same manner as it would be in determining whether a person is subject to the provisions of, Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder which, generally speaking, encompasses those situations where the beneficial owner has the right to enjoy some economic benefit from the ownership of the security regardless of who is the registered owner. This would include:

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(i)

securities which a person holds for his or her own benefit either in bearer form, registered in his or her own name or otherwise regardless of whether the securities are owned individually or jointly;

(ii)

securities held in the name of a member of his or her immediate family (spouse or child) sharing the same household;

(iii)

securities held by a trustee, executor, administrator, custodian or broker;

(iv)

securities owned by a general partnership of which the person is a member or a limited partnership of which such person is a general partner;

(v)

securities held by a corporation which can be regarded as a personal holding company of a person;

(vi)

securities recently purchased by a person and awaiting transfer into his or her name; and

(vii)

securities with respect to which an investment adviser or other person is entitled to a performance related fee (other than an asset based fee), unless the performance related fee is based on a percentage of net capital gains and/or net capital appreciation over a period of one year or more and the equity securities do not account for more than 10% of the market value of the portfolio.

(e)

"Control" shall have the same meaning as that set forth in Section 2(a)(9) of the Act.

(t)

"Chief Compliance Officer" means James Meehan or his successor.

(g)

"Covered Security" means a security, except that it shall not include:

(i)

direct obligations of the Government of the United States;

(ii)

bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and

(iii)

shares issued by registered, open-end investment companies.

(h)

"Initial Public Offering" ("IPO") means an offering of securities registered under the Securities Act of 1933 ("Securities Act"), the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934.

(i)

"Investment Personnel" means:

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(i)

Any Advisory Person who, in connection with his regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by the Advisers.

(ii)

Any natural person who controls the Advisers and who obtains current information concerning recommendations made by the Advisers regarding the purchase or sale of securities by the Adviser.

"Limited Offering" means an offering that is exempt from registration under the Securities Act pursuant to Section 4(2) or Section 4(6) or pursuant to rule 504, rule 505 or rule 506 under the Securities Act.

(k)

"Purchase or Sale of a Covered Security" includes the writing of an option to purchase or sell a Covered Security.

(l)

"Security Held or to be Acquired" by the Advisers means:

(i)

any Covered Security which, within the most recent fifteen (15) days:

(A)

is or has been held by the Advisers; or

(B)

is being or has been considered by the Advisers for purchase; and

(ii)

any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security described in paragraph (m)(i) of this section.

(m)

"security" as defined in Section 2(a)(36) of the Act means any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into in a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a "security," or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.

PROHIBITED TRANSACTIONS

(a)

No Access Person shall engage in any act, practice or course of conduct, which would violate the provisions of Rule 17j-1 set forth above in the Code's Preamble.

(b)

No Access Person shall:

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(i)

Purchase or sell, directly or indirectly, any security in which he has or by reason of such transaction acquires, any direct or indirect beneficial ownership and which to his or her actual knowledge at the time of such purchase or sale:

(A)

is being considered for purchase or sale by the Advisers, or

(B)

is being purchased or sold by the Advisers, or has been purchased or sold during the previous 7 calendar days;

(ii)

disclose to other persons the securities activities engaged in or contemplated for the Advisers;

(iii)

Purchase shares of mutual funds where the Advisers act as an adviser or sub-adviser, except for Emerald Mutual funds.

(iv)

Receive a gift of more than $200 per calendar year from any person or organization that does business with or on behalf of the adviser. No access person may offer a gift of more than $200 per calendar year to clients, prospects or any organization that does business with or on behalf of the adviser. All access persons will report all gifts, given and received, regardless of value. No access person may provide or accept excessive entertainment to or from a client, prospect or organization that does business with or on behalf of the adviser. Access persons may provide or accept entertainment valued at $400 or less per year per person. Examples of reasonable entertainment would be a meal or ticket to a sporting event providing that both an access person from the adviser and the representative from the giving/receiving organization is present. All entertainment, given or received, will be reported. Exceptions may be granted by the CCO under certain circumstances provided the value of the gift or entertainment is appropriate and would not be viewed as overly generous or aimed at influencing the decision-making process of either the adviser or the client, prospect or organization that does business on behalf of the adviser.

(v)

Acquire directly or indirectly any beneficial ownership in any securities in an IPO. An exception may be granted if a family member is issuing an IPO.

(vi)

Acquire directly or indirectly any beneficial ownership in any securities in a Limited Offering without prior approval of the Chief Compliance Officer or his designee. Any person authorized to purchase securities in a Limited Offering shall disclose such investment when they play a part in any subsequent consideration of an investment by the Adviser in the issuer. In such circumstances, the Advisers decision to purchase securities of the issuer shall be subject to independent review by the Advisers' officers with no personal interest in the issuer.

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(vii)

Applicable only to portfolio managers identified on Schedule A from time to time, buy or sell a Covered Security within at least seven (7) calendar days before and after any account that he or she manages trades in that security. Any profits realized on trades within the proscribed period are required to be disgorged. Schedule A will be amended as necessary to reflect changes in Advisers personnel.

(viii)

Profit in the purchase and sale, or sale and purchase, of the same (or equivalent) securities within 60 calendar days. Any profits realized on such short-term trades must be disgorged. This Section 2.(b)(viii) shall not apply to options on broad-based indexes.

(ix)

Serve on the board of directors of any publicly traded company without prior authorization from the Advisers . Any such authorization shall be based upon a determination that the board service would be consistent with the interests of the Adviser and its clients. If an access person is authorized to serve on a board of directors of any publicly traded company, the Advisers will not invest in that company's securities for our clients.

(x)

Make any political contributions. This includes personal contributions to a candidate for any office whether you can vote for that candidate or not. This includes personal contributions for a candidate by yourself, spouse, minor children, or anyone living in your house.

(xi)

Solicit contributions for a candidate by yourself, spouse, minor children or anyone living in your household. This includes the following activities:

Hosting or co-hosting an event for a candidate

Requesting that people make a contribution for a candidate

Asking a friend of family member to solicit contributions for a candidate

EXEMPTED TRANSACTIONS

The prohibitions of Sections 2(b) and 2(c) shall not apply to:

(a)

purchases or sales effected in any account over which the Access Person has no direct or indirect influence or control;

(b)

purchases or sales which are non-volitional on the part of either the Access Person or the Advisers;

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(c)

purchases which are part of an automatic dividend reinvestment plan;

(d)

purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired; and

(e)

purchases or sales other than those exempted in (a) through (d) of this Section 3 that have been authorized in advance and in writing by the Chief Compliance Officer following a specific determination that the transaction is consistent with the provisions of the Preamble.

COMPLIANCE PROCEDURES

(a)

Pre-clearance

All Access Persons shall receive prior approval from the Chief Compliance Officer or other officer designated by the Advisers before purchasing or selling securities. Any approval is valid only for the day authorization is received. If an Access Person is unable to effect the securities transaction during such period, he or she must re-obtain approval prior to effecting the securities transaction.

(b)

Reporting Requirements

Initial & Annual Reports All Access Persons shall disclose to the Chief Compliance Officer within 10 days of becoming an Access Person, and thereafter on an annual basis as of December 31(i) the name, number of shares and principal amount of each Covered Security in which the Access Person has any direct or indirect beneficial ownership and(ii) the name of any broker, dealer or bank with whom the Access Person maintains a securities account. The initial holdings report shall be made on the form attached as Exhibit A, and the annual holdings report shall be made on the form attached as Exhibit B. Holding report information must be current as of 45 days prior to becoming an Access Person.

Quarterly Reports Every Access Person shall report to the Chief Compliance Officer the information described below with respect to transactions in any Covered Security in which such person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership in the security; provided, however, that an Access Person shall not be required to make a report with respect to transactions effected for any account over which such person has no direct or indirect influence or control.

(i)

Reports required to be made under this Paragraph (b) shall be made not later than 30 days after the end of the calendar quarter. Every Access Person shall be required to submit a report for all periods, including those periods in which no securities transactions were effected. A report shall be made on the form attached hereto as Exhibit C or on any other form containing the following information:

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With respect to any transaction during the quarter in a Covered Security in which the Access Person had any direct or indirect beneficial ownership:

(A)

the date of the transaction, the name, the interest rate and maturity date (if applicable), the number of shares, and the principal amount of each Covered Security involved;

(B)

the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

(C)

the price of the Covered Security at which the transaction was effected;

(D)

the name of the broker, dealer or bank with or through which the transaction was effected; and

(E)

the date that the report is submitted by the Access Person.

With respect to any securities account established at a broker, dealer, or bank during the quarter for the direct or indirect benefit of the Access Person:

(A)

the name of the broker, dealer or bank with whom the Access Person established the account;

(B)

the date the account was established; and

(C)

the date that the report is submitted by the Access Person.

Any report may contain a statement that the report shall not be construed as an admission by the person making such report that he or she has any direct or indirect beneficial ownership in the security to which the report relates.

(c)

Provision of Brokers' Statements

Every Access Person shall direct their brokers to supply to the Chief Compliance Officer, on a timely basis, duplicate copies of all periodic statements for all securities accounts.

(d)

Notification of Reporting Obligations

The Chief Compliance Officer shall notify each Access Person that he or she is subject to these reporting requirements, and shall deliver a copy of this Code of Ethics to each such person upon request.

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(e)

Certification of Compliance with Code of Ethics

Every Access Person shall certify in an annual report that:

(i)

they have read and understand the Code of Ethics and recognize that they are subject thereto;

(ii)

they have complied with the requirements of the Code of Ethics; and

(iii)

they have reported all personal securities transactions required to be reported pursuant to the requirements of the Code of Ethics.

(iv)

Any person who, in good faith, observes, discovers or identifies an actual or potential violation of the code, must be free to report the incident to the Compliance Officer or General Counsel (Troutman Pepper Locke, 215-981-4009) without fear of retaliation.

(f)

Conflict of Interest

Every Access Person shall notify the Chief Compliance Officer of any personal conflict of interest relationship which may involve the Advisers, such as the existence of any economic relationship between their transactions and securities held or to be acquired by the Advisers. Such notification shall occur in the pre-clearance process.

All Access Persons shall annually complete the Compliance Information Statement. This disclosure document details outside business activity, relatives working at broker-dealers, relatives working as officers for publicly traded companies, and directorships in charitable and educational organizations.

(g)

Review of Reports

The Chief Compliance Officer or his designate immediately shall review all personal holdings reports, submitted by each Access Person, including confirmations of personal securities transactions, to ensure no trading has taken place in violation of Rule 17j-1 or the Code of Ethics. Any violations of the Code of Ethics shall be reported to the Board in accordance with Section 5 of the Code. The Chief Compliance Officer shall maintain a list of the personnel responsible for reviewing the transactions and personal holdings reports.

(h)

Annual Compliance Training

Emerald conducts an annual compliance meeting to review the code of ethics and compliance manual. This meeting is conducted by the chief compliance officer and general counsel. The training encompasses compliance with the code of ethics and compliance manual, changes to the code and manual and relevant new or pending regulatory action.

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REPORTING OF VIOLATIONS

(a)

The Chief Compliance Officer shall promptly report:

(i)

all apparent violations of this Code of Ethics and the reporting requirements thereunder.

SANCTIONS

Upon discovering a violation of this Code, the senior management of the Advisers may impose such sanctions as they deem appropriate, including, among other things, a letter of censure or suspension or termination of the employment of the violator.

RETENTION OF RECORDS

This Code of Ethics, a list of all persons required to make reports hereunder from time to time, a copy of each report made by an Access Person hereunder, a list of all persons responsible for reviewing the reports required hereunder, a record of any decision and the reasons supporting the decision to approve the acquisition by Investment Personnel of securities in a Limited Offering, each memorandum made by the Chief Compliance Officer hereunder and a record of any violation hereof and any action taken as a result of such violation, shall be maintained by the Advisers as required under Rule 17j-1.

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SCHEDULE A

Kenneth G. Mertz II

Stacey L. Sears

Joseph W. Garner

David Volpe

Steven Russell

Stephen Amsterdam

Andrew Smith

Ori Elan

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POLICY STATEMENT ON INSIDER TRADING

SECTION I.

POLICY STATEMENT ON INSIDER TRADING

Policy Statement on Insider Trading

The Emerald companies (the "Advisers") forbid any director, officer or employee from trading, either personally or on behalf of a Client Account, on material nonpublic information, or communicating material nonpublic information to other persons in violation of the law. This conduct is frequently referred to as "insider trading". The Advisers' policy applies to every director, officer and employee and extends to activities within and outside their duties for the Advisers. Every managing member and employee must read and retain a copy of this policy statement. Any questions regarding the policy and procedures should be referred to the Chief Compliance Officer.

The term "insider trading" is not defined in the federal securities laws, but generally is used to refer to the use of material nonpublic information to trade in securities (whether or not one is an "insider") or to communications of material nonpublic information to others.

While the law concerning insider trading is not static, it is generally understood that the law prohibits:

trading by an insider, while in possession of material nonpublic information, or

ii)

trading by a non-insider, while in possession of material nonpublic information, where the information either was disclosed to the non-insider in violation of an insider's duty to keep it confidential or was misappropriated, or

iii)

communicating material nonpublic information to others.

The elements of insider trading and the penalties for such unlawful conduct are discussed below. If, after reviewing this policy statement, you have any questions, you should consult the Chief Compliance Officer, James Meehan, or his successor.

Who is an Insider?

The concept of "insider" is broad. It includes partners and employees of a company. In addition, a person can be a "temporary insider" if he or she enters into a special confidential relationship in the conduct of a company's affairs and as a result is given access to information solely for the company's purposes. A temporary insider can include, among others, a company's attorneys, accountants, consultants, bank lending officers, and the employees of such organizations. In addition, the Advisers may become a temporary insider of a company it advises or for which it performs other services. According to the U.S. Supreme Court, the company must expect the outsider to keep the disclosed nonpublic information confidential and the relationship must at least imply such a duty before the outsider will be considered an insider.

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What is Material Information?

Trading on inside information is not a basis for liability unless the information is material. "Material information" generally is defined as information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company's securities. Information that managing members and employees should consider material includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments.

Material information does not have to relate to a company's business. For example, in Carpenter v. U.S., 108 U.S. 316 (1987), the Supreme Court considered material certain information about the contents of a forthcoming newspaper column that was expected to affect the market price of a security. In that case, a Wall Street Journal reporter was found criminally liable for disclosing to others the dates that reports on various companies would appear in the Journal and whether those reports would be favorable or not.

What is Nonpublic Information?

Information is nonpublic until it has been effectively communicated to the market place. One must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the SEC, or appearing in Dow Jones, Reuters Economic Services, The Wall Street Journal or other publications of general circulation would be considered public.

Basis for Liability.

fiduciary duty theory

In 1980, the Supreme Court found that there is no general duty to disclose before trading on material nonpublic information, but that such a duty arises only where there is a fiduciary relationship. That is, there must be a relationship between the parties to the transaction such that one party has a right to expect that the other party will disclose any material nonpublic information or refrain from trading. Chiarella v. U.S., 445 U.S. 22 (1980).

In Dirks v. SEC, 463 U.S. 646 (1983), the Supreme Court stated alternate theories under which non-insiders can acquire the fiduciary duties of insiders: they can enter into a confidential relationship with the company through which they gain information (i.e., attorneys, accountants), or they can acquire a fiduciary duty to the company's shareholders as "tippees" if they are aware or should have been aware that they have been given confidential information by an insider who has violated his fiduciary duty to the company's shareholders.

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However, in the "tippee" situation, a breach of duty occurs only if the insider personally benefits, directly or indirectly from the disclosure. The benefit does not have to be pecuniary, but can be a gift, a reputational benefit that will translate into future earnings, or even evidence of a relationship that suggests a quid pro quo.

ii)

misappropriation theory

Another basis for insider trading liability is the "misappropriation" theory, where liability is established when trading occurs on material nonpublic information that was stolen or misappropriated from any other person. In U.S. v. Carpenter, supra, the Court found, in 1987, a columnist defrauded The Wall Street Journal when he stole information from the Journal and used it for trading in the securities markets. It should be noted that the misappropriation theory can be used to reach a variety of individuals not previously thought to be encompassed under the fiduciary duty theory.

Penalties for Insider Trading

Penalties for trading on or communicating material nonpublic information are severe, both for individuals involved in such unlawful conduct and their employers. A person can be subject to some or all of the penalties below even if he or she does not personally benefit from the violation. Penalties include:

civil injunctions

ii)

treble damages

iii)

disgorgement of profits

iv)

jail sentences

fines for the person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefited, and

vi)

fines for the employer or other controlling person of up to the greater of $1,000.00 or three times the amount of the profit gained or loss avoided.

In addition, any violation of this policy statement can be expected to result in serious sanctions by the Advisers, including dismissal of the persons involved.

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SECTION II.

PROCEDURES TO IMPLEMENT INSIDER TRADING POLICY

The following procedures have been established to aid the officers and employees of the Advisers to avoid insider trading, and to aid the Advisers in preventing, detecting and imposing sanctions against insider trading. Every managing member and employee of the Advisers must follow these procedures or risk serious sanctions, including dismissal, substantial personal liability and criminal penalties. If you have any questions about these procedures, you should consult the Adviser's chief compliance officer, James Meehan.

Identifying Inside Information

Before trading for yourself or others, including Client Accounts, in the securities of a company about which you may have potential inside information, ask yourself the following questions:

Is the information material? Is this information that an investor would consider important in making his or her investment decisions? Is this information that would substantially effect the market price of the securities if generally disclosed?

ii)

Is the information nonpublic? To whom has this information been provided? Has the information been effectively communicated to the marketplace by being published in Reuters, The Wall Street Journal, or other publications of general circulation?

If, after consideration of the above, you believe that the information is material and nonpublic, or if you have questions as to whether the information is material and nonpublic, you should take the following steps.

iii)

Report the matter immediately to the chief compliance officer.

iv)

Do not purchase or sell the securities on behalf of yourself or others, including Client Accounts.

Do not communicate the information inside or outside the Adviser, other than to the chief compliance officer

vi)

After the chief compliance officer has reviewed the issue, you will be instructed to continue the prohibitions against trading and communication, or you will be allowed to trade and communicate the information.

Personal Security Trading. All officers and employees of the Adviser (other than managing members and employees who are required to report their securities transactions to a registered investment company in accordance with a Code of Ethics) shall submit to the compliance officer, on a quarterly basis, a report of every securities transaction in which they, their families (including the spouse, minor children and adults living in the same household as the managing member or employee), and trusts of which they are trustees or in which they have a beneficial interest have participated, or at such lesser intervals as may be required from time to time. The report shall include the name of the security, date of the transaction, quantity, price, and broker-dealer through which the transaction was effected. All managing members and employees must also instruct their broker(s) to supply the Chief Compliance Officer, on a timely basis, with duplicate copies of confirmations of all personal securities transactions and copies of all periodic statements for all securities accounts.

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Restricting Access to Material Non-public Information. Any information in your possession that you identify as material and non-public may not be communicated other than in the course of performing your duties to anyone, including persons within your company, except as provided in paragraph 1 above. In addition, care should be taken so that such information is secure. For example, files containing material non-public information should be sealed and access to computer files containing material non-public information should be restricted.

Resolving Issues Concerning Insider Trading. If, after consideration of the items set forth in paragraph 1, doubt remains as to whether information is material or non-public, or if there is any unresolved question as to the applicability or interpretation of the foregoing procedures, or as to the propriety of any action, it must be discussed with the chief compliance officer before trading or communicating the information to anyone.

SUPERVISION

The role of the chief compliance officer is critical to the implementation and maintenance of this Statement on Insider Trading. These supervisory procedures can be divided into two classifications, (1) the prevention of insider trading, and (2) the detection of insider trading.

Prevention of Insider Trading:

To prevent insider trading the chief compliance officer should:

(a)

answer promptly any questions regarding the Statement on Insider Trading;

(b)

resolve issues of whether information received by a managing member or employee is material and non-public;

(c)

review and ensure that managing members and employees review, at least annually, and update as necessary, the Statement on Insider Trading; and

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(d)

when it has been determined that a managing member or employee has material non-public information,

(i)

implement measures to prevent dissemination of such information, and

(ii)

if necessary, restrict officers, directors, and employees from trading the securities.

Detection of Insider Trading:

To detect insider trading, the chief compliance officer should:

(a)

review the trading activity reports filed by each officer and employee, to ensure no trading took place in securities in which the Adviser has material non-public information;

(b)

review the trading activity of the client base managed by the Adviser;

(c)

coordinate, if necessary, the review of such reports with other appropriate officers, members, trustees or employees of the Adviser and any mutual funds managed by the Adviser.

Special Reports to Management:

Promptly, upon learning of a violation of the Statement on Insider Trading, the chief compliance officer must prepare a written report to management of the Adviser, and provide a copy of such report to the Board of Trustees/Directors of the mutual funds managed by the Adviser, providing full details and recommendations for further action.

Annual Reports:

On an annual basis, the Chief Compliance Officer of the Adviser will prepare a written report to the management of the Adviser, and provide a copy of such report to the Board of Trustees/Directors of any mutual funds managed by the Adviser, setting forth the following:

(a)

a summary of the existing procedures to detect and prevent insider trading;

(b)

full details of any investigation, either internal or by a regulatory agency, of any suspected insider trading and the results of such investigation;

(c)

an evaluation of the current procedures and any recommendations for improvement.

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The Undersigned has read, understands and agrees to abide by the foregoing Insider Trading Policy and has retained a copy of the said document.

Date:

Signature:

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EXHIBIT A

CODE OF ETHICS

INITIAL HOLDINGS REPORT

To the Chief Compliance Officer of Emerald Advisers, LLC. and Emerald Mutual Fund Advisers Trust

1. I hereby acknowledge receipt of a copy of the Code of Ethics for Emerald Advisers, LLC. and Emerald Mutual Fund Advisers Trust (the "Advisers").

2. I have read and understand the Code and recognize that I am subject thereto in the capacity of an "Access Person."

3. Except as noted below, I hereby certify that I have no knowledge of the existence of any personal conflict of interest relationship which may involve the Advisers , such as any economic relationship between my transactions and securities held or to be acquired by the Advisers .

4. As of the date below I had a direct or indirect beneficial ownership interest in the following securities:

		Type of Interest
Name of Securities	Number of Shares	(Direct or Indirect)

5. As of the date below, the following is a list of all brokers, dealers or banks with whom I maintain an account in which securities are held for my direct or indirect benefit:

		Type of Interest
Firm	Account	(Direct or Indirect)

Date:			Signature:
			Print Name:
			Title:
			Employer's Name:

EXHIBIT B

CODE OF ETHICS

ANNUAL HOLDINGS REPORT

To the Chief Compliance Officer of Emerald Advisers, LLC and Emerald Mutual Fund Advisers Trust:

1. I have read and understand the Code of Ethics and recognize that I am subject thereto in the capacity of an "Access Person."

2. I hereby certify that, during the year ended December 31, , I have complied with the requirements of the Code and I have reported all securities transactions required to be reported pursuant to the Code.

4. As of December 31, , I had a direct or indirect beneficial ownership interest in the following securities:

		Type of Interest
Name of Securities	Number of Shares	(Direct or Indirect)

5. As of the December 31, the following is a list of all brokers, dealers or banks with whom I maintain an account in which securities are held for my direct or indirect benefit:

		Type of Interest
	Account	(Direct or Indirect)

Date:			Signature:
			Print Name:
			Title:
			Employer's Name:

EXHIBIT C

SECURITIES TRANSACTIONS REPORT

FOR THE CALENDAR QUARTER ENDED: ____________

To the Chief Compliance Officer of Emerald Advisers, LLC and Emerald Mutual Fund Advisers Trust:

During the quarter referred to above, the following transactions were effected in securities of which I had, or by reason of such transaction acquired, direct or indirect beneficial ownership, and which are required to be reported pursuant to the Code of Ethics adopted by the Adviser.

SECURITY (including interest rate and maturity date, if applicable)	DATE OF TRANSACTION	NO.OF SHARES	DOLLAR AMOUNT OF TRANSACTION	NATURE OF TRANSACTION (Purchase, Sale, Other)	PRICE	BROKER/ DEALER OR BANK THROUGH WHOM EFFECTED

During the quarter referred to above, the following accounts were established by me in which securities were held for my direct or indirect benefit:

FIRM NAME (of broker, dealer or bank)	DATE THE ACCOUNT WAS ESTABLISHED	ACCOUNT NUMBER

This report (i) excludes transactions with respect to which I had no direct or indirect influence or control, (ii) other transactions not required to be reported, and (iii) is not an admission that I have or had any direct or indirect beneficial ownership in the securities listed above.

Except as noted on the reverse side of this report, I hereby certify that I have no knowledge of the existence of any personal conflict of interest relationship which may involve the Adviser, such as the existence of any economic relationship between my transactions and securities held or to be acquired by the Adviser.

Date:			Signature:
			Print Name:
			Title:
			Employer's Name:

CODE OF ETHICS

1. Definitions of Terms in the Code of Ethics

A. “Supervised Persons” are all employees and independent contractors of the adviser subject to the adviser’s supervision and control.

C. "Automatic Investment Plan" means a program in which regular periodic purchases (or withdrawals) are made automatically from investment accounts in accordance with a pre- determined schedule or allocation. An Automatic Investment Plan includes a dividend reinvestment plan also known as a DRIP.

E. "Client" means any person who has entered into an Investment Advisory Agreement or similar agreement with SGT.

G. "Market Timing" means frequent buying or selling shares of the same mutual fund or buying or selling mutual fund shares to exploit inefficiencies in mutual fund pricing.

H. "Security" means a security as defined in Section 202(a)(18) of the Investment Advisers Act of 1940, as amended, except that it does not include:

●

direct obligations of the U.S. Government, State or City;

●

any security issued by a mutual fund registered in the U.S. (other than a mutual fund advised by SGT or an affiliate) or a unit investment trust that invests exclusively in one or more unaffiliated mutual funds registered in the U.S., including 529 College Savings Plans; and

●

any money market fund securities or money market instruments, including bankers' acceptances, certificates of deposit, commercial paper, and high-quality short-term debt instruments.

I. “Reportable Securities” are any security transactions made by access persons except for transaction in the following securities:

●

Direct obligations of the government of the United States;

●

Bankers’ acceptances, bank certificates of deposit, commercial paper, and high- quality short-term debt instruments, including repurchase agreements;

●

Shares issued by money market funds;

●

Shares issued by open-end funds other than Reportable Funds¹;

●

Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are Reportable Funds; or

●

Mutual funds and Exchange Traded Funds (ETFs)

Commodities, futures, and commodities exchange, including currency futures are not considered securities for the purposes of pre-clearance.

Policy

SGT employees and independent contractors must abide by the standards set forth in Rule 204A-1 under the Investment Advisors Act and Rule 17j-1 under the Investment Company Act.

2. Standard of Business Conduct

The Code of Ethics is based on the principle that SGT and each of its employees and independent contractors have a fiduciary duty to its Clients and a responsibility to comply with federal and state securities laws and all other applicable laws. These responsibilities require that Supervised Persons conduct their personal securities transactions in a manner that does not interfere with the transactions of any Client and that does not take unfair advantage of an employee’s relationship with Clients. In recognition of this responsibility, SGT hereby adopts the following general principles as part of the Code of Ethics to guide the actions of its Supervised Persons:

●

Supervised Persons have the responsibility at all times to place the interests of SGT’s Clients first;

●

Supervised Persons have the duty to conduct all personal securities transactions in such a manner as to avoid any actual or potential abuse of his/her position of trust and responsibility;

●

A “Reportable Fund” means (a) any fund for which SGT serves as the investment adviser as defined in section 2(a)(20) of the Investment Company Act of 1940; or (b) any fund whose investment adviser or principal underwriter controls SGT, is controlled by SGT, or is under common control with SGT.

●

Supervised Persons will not engage in bribery or any corrupt behavior with respect to any business transactions relating to directly or indirectly to SGT; and

●

All personal securities transactions by Supervised Persons must avoid even the appearance of a conflict of interests with SGT Clients.

3. Prohibitions

A. Investment Recommendations: No Access person shall in connection with the recommendation of a security held or to be acquired or sold by any Client shall:

●

employ any device, scheme, or artifice to defraud such Client;

●

make any untrue statement of a material fact or omit to state a material fact necessary to make the recommendation made not misleading;

●

engage in any act, practice, or course of business that would operate as a fraud or deceit upon such Client; or

●

engage in any manipulative practice with respect to such Client.

B. Investment Opportunity. An Access Person must offer an investment opportunity first to Clients before he or she or SGT may act on that opportunity.

C. Market Timing and Short-Swing Trading. No employee or independent contractor may engage in prohibited market timing of the shares of a mutual fund or short-swing trading.

E. IPO’s and Private Placements. No Access Person may:

●

acquire a security in an initial public offering without the written consent of the Chief Compliance Officer, or designee;

●

acquire a limited offering or private placement without the written consent of the Chief Compliance Officer, or designee;

●

make a wrongful arrangement or a wrongful quid pro quo of any kind with Clients in exchange for IPO allocations; or

●

share profits or losses with a client who receives an Initial Public Offering (“IPO”) allocation or allocations.

4. Pre-Clearance of Securities Trades

When making personal investments, Access Persons must exercise extreme care to ensure that you do not violate the Code and your fundamental responsibilities. SGT’s Access Person must have written clearance for all personal securities transactions before completing the transactions. SGT reserves the right to disapprove any proposed transaction that may have the appearance of improper conduct.

Access Persons shall complete SGT’s Pre-Clearance Form or may request pre-clearance via email. All pre-clearance requests must be submitted to SGT’s CCO or someone so designated by the CCO with the CCO’s oversight. Once pre-clearance is granted to an Access Person, such person may only transact in that security for three (3) business days. If this person wishes to transact in that security after three business days, he/she must again obtain pre-clearance from the CCO.

The preclearance and approval requirements above apply also to Access Persons’ immediate household family members.

5. Blackout Period

An Access Person may not enter into a Personal Securities Transaction in a security prior to, an including, one (1) business day before or after transacting in the same security or related financial instrument for the Client.

Similarly, an Access Person may not enter into a Personal Securities Transaction in a security prior to, an including, one (1) business day before or after a Client if the Access Person knows of another Access Person’s intention to transact in the same security or a related financial instrument for that Client.

This blackout period does not apply to any Client restricted security.

6. Reporting Of Securities Trades and Holdings

A. Initial and Annual Holdings Reports

Monthly or quarterly statements can be used to satisfy the Initial and Annual Transaction Report, provided that the statements contained all the required information for the transactions effected.

Each holdings report (both the initial and annual) must contain, at a minimum: (a) the title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each Reportable Security in which the Access Person has any direct or indirect beneficial ownership; (b) the name of any broker, dealer or bank with which the Employee or independent contractor maintains an account in which any securities are held for the Access Person's direct or indirect benefit; and (c) the date the Employee or independent contractor submits the report. When the Access Person submits brokerage or custodial statements to satisfy the initial and/or annual holdings report requirement, the Access Person must be certain that such statements include the information listed above.

B. QUARTERLY TRANSACTION REPORT

1. Quarterly Transaction Report Deadline.

Monthly or quarterly statements can be used to satisfy the Quarterly Transaction Report, provided that the statements contain all the required information for the transactions affected.

2. QUARTERLY SECURITIES TRANSACTION INFORMATION.

The Quarterly Transactions Report filed pursuant to this Section shall contain the following information:

●

Name of the Access Person making the report;

●

Date of the transaction;

●

Title and number of shares involved;

●

Exchange ticker symbol or CUSIP of shares;

●

Principal amount of each Security involved;

●

Nature of the transaction (buy or sell));

●

Price at which transaction was affected; and

●

Name of the broker-dealer, bank, or other financial institution through whom the transaction was affected.

Trade confirmations or duplicate copies of account statements that SGT holds in its records meet this requirement, provided SGT has received those confirmations or statements not later than thirty (30) days after the close of the calendar quarter in which the transaction takes place.

C. BROKER-DEALER CONFIRMATIONS AND ACCOUNT STATEMENTS.

D. EXEMPTION FROM REPORTING REQUIREMENTS.

An Access Person is not required to submit: 1) a transaction or initial and annual holdings report with respect to securities held in accounts over which the Employee or independent contractor has no direct or indirect influence or control (i.e., any transactions occurring in an account that is managed on a fully-discretionary basis by an unaffiliated money manager and over which such Employee or independent contractor has no direct or indirect influence or control); and 2) a transaction report with respect to transactions effected pursuant to an automatic investment plan. The CCO will determine on a case-by-case basis whether an account qualifies for either of these exceptions. In addition, from time to time, the CCO may exempt certain transactions on a fully documented trade-by-trade basis.

7. Personal Trading and Holding Review

Except for limited circumstances and subject to pre-clearance approval, SGT does not permit its Access Persons and their immediate family members to trade opposite of SGT’s recommendations. SGT forbids “front running” Client accounts.

8. Reporting Violations and Remedial Actions

SGT takes the potential for conflicts of interest caused by personal investing very seriously. As such, SGT requires its Employees and independent contractors to promptly report any violations of the Code of Ethics to the CCO. SGT’s management is aware of the potential matters that may arise because of these requirements and shall act against any Employee or independent contractor that seeks retaliation against another for reporting violations of the Code of Ethics.

If any violation of SGTs Personal Security Transaction Policy is determined to have occurred, the CCO may impose sanctions and take such other actions as he/she deems appropriate, including, without limitation, requiring that the trades in question be reversed, requiring the disgorgement of profits or gifts, issuing a letter of caution or warning, issuing a suspension of personal trading rights or suspension of employment or contract termination (with or without compensation), imposing a fine, making a civil referral to the SEC or state securities regulator, making a criminal referral, and/or terminating employment for cause or any combination of the foregoing. All sanctions and other actions taken shall be in accordance with applicable employment laws and regulations. Any profits or gifts forfeited shall be paid to the applicable Client(s), if any, or given to a charity, as the CCO shall determine is appropriate.

9. Insider Trading Procedures

SGT's Insider Trading Procedures are designed to prevent the misuse of material, nonpublic information by SGT and its officers, directors, employees and independent contractors.

An employee or independent contractor of SGT will contact the Chief Compliance Officer if he or she becomes aware of an actual or potential insider trading violation or violation of the policies and procedures. At his or her discretion, the Chief Compliance Officer may place certain Securities on a "restricted list". Employees and independent contractors are prohibited from personally, or on behalf of an advisory account, purchasing or selling restricted Securities during any period they are listed. Compliance shall take steps to immediately inform all employees and independent contractors of the securities listed on the "restricted list".

10. Disclosure

SGT shall describe its Code of Ethics to Clients in Part II of Form ADV and, upon request, furnish Clients with a copy of the Code of Ethics. All Client requests for SGT’s Code of Ethics shall be directed to the CCO.

11. Serving as Officers, Trustees and/or Directors of Outside Organizations

A. General. SGT employees and independent contractors are prohibited from serving as Officers, Trustees and/or Directors of outside organizations without the prior written approval from the CCO. Approval will be granted on a case-by-case basis, subject to proper resolution of potential conflicts of interest. Outside business activities will be approved only if any conflicts of interest issues can be satisfactorily resolved and all the necessary disclosures are made on Part II of Form ADV.

B. Prior Notification. It is the policy of SGT to require all employees and independent contractors to notify Compliance in writing of any employment or receipt of compensation outside their relationship with SGT. Employees and independent contractors may not proceed with the outside business activity until he or she receives written approval from the CCO.

C. Annual Certification. Employees and independent contractors must confirm, on an annual basis, their compliance with the outside business activities policy.

D. Certifications. Every Supervised Person shall certify on an annual basis:

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that he or she has received and reviewed a copy of the Code of Ethics, including amendments;

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that his or her reporting on personal securities transactions is accurate and complete for Access Persons);

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that he or she complied with the Code of Ethics; and

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his or her compliance with the Outside Business Activity policy.

12. Diversion of Firm Business or Investment Opportunity

No employee or independent contractor may acquire, or receive personal gain or profit from, any business opportunity that comes to his or her attention because of his or her association with SGT and in which he or she knows SGT might be expected to participate or have an interest, without disclosing in writing all necessary facts to the CCO, offering the opportunity to SGT, and obtaining written authorization to participate from the CCO.

Any personal or family interest of an employee or independent contractor in any SGT business activity or transaction must be immediately disclosed to the CCO. For example, if an employee or independent contractor becomes aware that a transaction being considered or undertaken by SGT may benefit, either directly or indirectly, an employee or independent contractor or a family member thereof, the employee or independent contractor must immediately disclose this possibility to the CCO.

13. Loans

No Employee or Independent Contractor may borrow funds from or become indebted to, any person, business or company having business dealings or a relationship with SGT, except with respect to customary personal loans (e.g., home mortgage loans, automobile loans, lines of credit, etc.), unless the arrangement is disclosed in writing and receives prior approval from the CCO. No employee or independent contractor may use SGT’s name, position in a particular market or goodwill to receive any benefit on loan transactions without the prior express written consent of the CCO.

14. Dealings with Government and Industry Regulators

SGT’s Code of Ethics forbids payments of any kind by its employees or independent contractors, or any agent or other intermediary to any government official, self-regulatory official, corporation or other similar person or entity, within the United States or abroad, for the purpose of obtaining or retaining business, or for the purpose of influencing favorable consideration of any application for a business activity or other matter. This Policy encourages employees and independent contractors to avoid even the appearance of impropriety in their dealings with industry and government regulators and officials.

All employees or independent contractors are required to cooperate fully with management in connection with any internal or independent investigation and any claims, actions, arbitrations, litigations, investigations, or inquiries brought by or against SGT. Employees and independent contractors are expected, if requested, to provide SGT with reasonable assistance, including, but not limited to, meeting or consulting with SGT and its representatives, reviewing documents, analyzing facts, and appearing or testifying as witnesses or interviewees or otherwise.

15. Improper Use of SGT’s Name

No employee or independent contractor may utilize property of SGT or utilize the services of SGT, its principals, independent contractors, or employees, for his or her personal benefit or the benefit of another person or entity, without approval of the CCO. For this purpose, “property” means both tangible and intangible property, including SGT’s premises, equipment, supplies, information, business plans, business opportunities, confidential research, intellectual property or proprietary processes, and ideas for new research or services.

Upon the termination of employment or contract for any reason, all employees or independent contractors must promptly turn over to SGT all documents and other materials, in whatever form maintained, containing, reflecting, or otherwise relating in any way to, confidential and private information of SGT.

16. Protection of SGT’s Name

Employees or independent contractors should always be aware that SGT’s name, reputation, goodwill, and credibility are valuable assets and must be safeguarded from any potential misuse. Care should be exercised to avoid the unauthorized use of SGT’s name in any manner that could be misinterpreted to indicate a relationship between SGT and any other entity or activity.

17. Gifts and Entertainment

Employees or independent contractors are required to comply with the following requirements regarding the giving and receiving of gifts and entertainment. These requirements apply to current and prospective Clients/investors; consultants; broker-dealers; current and prospective vendors; and employees, independent contractors, officers, directors, and trustees of Clients/investors (each, a “Client”).

Employees and independent contractors may not accept investment opportunities, gifts or other gratuities from individuals seeking to conduct business with SGT, or on behalf of an Advisory Client. However, Employees and independent contractors may accept gifts from a single giver in aggregate amounts not exceeding $100, and may attend business meals, sporting events and other entertainment events at the expense of a giver, if the expense is reasonable, and both the giver(s) and the Employee(s) or independent contractor(s) are present. Employees and independent contractors must report their receipt of gifts to the CCO by completing the receipt of gifts form available through the CCO office.

18. Employee and Independent Contractors Involvement in Litigation or Proceedings

19. Training, Education Events and Conferences

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The meeting must be a genuine business meeting held for training and educational purposed relative to the product of the sponsoring service provider;

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A representative of the service provider must participate in the meeting that it is sponsoring,;

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The location of the meeting must be appropriate to the purpose of the meeting;

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The educational or training portion of the meeting should substantially encompass the majority of the timeframe of the event;

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Neither the attendance at a training and/or education event, nor third party payments or reimbursements may be pre-conditioned on the achievement of a sales target or other incentive.

20. Charitable Events and Contributions

The following guidelines apply to all charitable events and contributions:

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No employee or independent contractor may request that a Client or service provider make a charitable donation or contribute to a charitable sponsorship on behalf of themselves or SGT;

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Employees and independent contractors are prohibited from causing SGT to make a charitable contribution in relation to an existing or prospective Client unless pre-approved by the Chief Compliance Officer or their designee;

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Employees and independent contractors shall not make personal charitable contributions (for which no SGT reimbursement is sought) to secure or maintain business for SGT;

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Contributions to a 501(c)(3) organization that is politically related must follow the Political Contributions policy and be pre-approved by the Chief Compliance Officer or their designee;

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21. Enforcement of the Code Of Ethics

A. Review of Personal Trading Information

B. VIOLATIONS OF THE CODE OF ETHICS

1. Reporting Violations. An employee or independent contractor of SGT must promptly report to the Chief Compliance Officer any violations of the Code of Ethics. Any employee or independent contractor of SGT who is the subject of a Code of Ethics violation report (or any other type of violation report) and who retaliates against the reporting employee or independent contractor shall be subject to serious sanctions, up to and including termination of employment. The Chief Compliance Officer will investigate any reported or suspected violation of the Code of Ethics.

C. EXCEPTIONS TO THE CODE

22. Approval of the Code Of Ethics

With respect to SGT’s management of the SGT Fund, the Chief Compliance Officer will submit SGT’s Code of Ethics, and any material amendments thereto, to the SGT Fund’s Board of Trustees for approval.

23. Annual Review and Certification

With respect to SGT’s management of the SGT Fund, the Chief Compliance Officer will annually provide a report to the SGT Fund’s Board of Trustees describing any issues, including material compliance breaches, arising under this Code of Ethics and any sanctions imposed because of such violations. Additionally, the Chief Compliance Officer will supply the SGT Fund’s Board of Trustees with an annual certification that SGT has adopted procedures reasonably designed to prevent violations of this Code of Ethics.

24. Recordkeeping

SGT shall maintain records in the manner and to the extent set forth below, which records shall be available for appropriate examination by representatives of regulatory authorities or SGT’s management.

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A copy of this Policy and any other code which is, or at any time within the past five years has been, in effect shall be preserved in an easily accessible place.

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A record of all written acknowledgments (annual certifications) as required by this Policy for each person who is currently, or with the past five years was, an employee of SGT.

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A copy of each report made pursuant to this Policy by an employee or an independent contractor, including any information provided in lieu of reports, shall be preserved by SGT for at least five years after the end of the fiscal year in which the report is made or the information is provided, the first two years in an easily accessible place.

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SGT shall preserve a record of any decision, and the reasons supporting the decision, to approve the acquisition of any limited offering or IPO by employees or independent contractors for at least five years after the end of the fiscal year in which the approval is granted, the first two years in an easily accessible place.

25. Form ADV Disclosure

SGT will briefly describe in its Form ADV the employee and independent contractor trading policies and procedures and offer to make a copy of its Code of Ethics available upon request.

26. Responsibility

GLOBAL ANTI-CORRUPTION POLICY

1. Policy

SGT strictly prohibits the bribery of any Government Official. Covered Individuals are prohibited from giving, offering, or promising Anything of Value to a Government Official with the intent to improperly obtain or retain any business or other advantage.

This Policy applies to Covered Individuals and sets forth a threshold level of behaviors for everyone at SGT. If the law of a particular jurisdiction contains more stringent requirements, then all Covered Individuals subject to (or engaging in activities subject to) that law must also comply with such additional requirements. The focus of this Policy is compliance with anti- corruption laws in the context of business interactions with Government Officials; however, SGT’s Standard of Business Conduct prohibits bribery and corrupt behavior in all business interactions whether or not involving Government Officials.

2. Introduction

SGT expects its directors, officers, employees, independent contractors, and agents (collectively referred to as “Covered Individuals”) to comply with all applicable laws and regulations in the countries where SGT conducts business, and to conduct such business in an ethical manner. This Policy defines responsibilities under the United States Foreign Corrupt Practices Act (“FCPA”)² and is intended to address requirements of similar anti-corruption laws in other countries where SGT conducts business. Failure to comply with this Policy or other applicable anti-corruption laws may result in significant civil and criminal penalties for SGT and the individuals involved, and are grounds for a range of disciplinary