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Form 485BPOS FORUM FUNDS II – Cryptoxyon

Form 485BPOS FORUM FUNDS II

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As filed with the Securities and Exchange
Commission on October 20, 2023

 

1933 Act File No. 333-188521 and 1940 Act
File No. 811-22842

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM N-1A

 

REGISTRATION STATEMENT UNDER THE

SECURITIES ACT OF 1933

 

Post-Effective Amendment No. 173

 

AND

 

REGISTRATION STATEMENT UNDER THE

INVESTMENT COMPANY ACT OF 1940

 

Amendment No. 175

 

 

FORUM FUNDS II
Three Canal Plaza, Suite 600
Portland, Maine 04101

(207) 347-2000

 

Alison Fuller
Stradley Ronon Stevens & Young, LLP
2000 K Street, N.W., Suite 700
Washington, DC 20006-1871

 

Copies to:

 

Zachary Tackett
Apex Fund Services
Three Canal Plaza, Suite 600
Portland, Maine 04101

 

 

It is proposed that this filing will become
effective:

 

[  ] immediately upon filing pursuant to Rule 485, paragraph
(b)(1)
[X] on November
1, 2023
, pursuant to Rule 485, paragraph (b)(1)
[  ] 60 days after filing pursuant to Rule 485, paragraph
(a)(1)
[  ] on ____________, pursuant to Rule 485, paragraph (a)(1)
[  ] 75 days after filing pursuant to Rule 485, paragraph
(a)(2)
[  ] on ____________, pursuant to Rule 485, paragraph (a)(2)
[  ] this post-effective amendment designates a new effective
date for a previously filed post-effective amendment.

 

Title of series being registered: Acuitas
US Microcap Fund

 

ACUITAS US MICROCAP
FUND

Institutional
Shares
(AFMCX)

Investor
Shares

 

PROSPECTUS

November 1,
2023

 

The Securities and Exchange Commission
has not approved or disapproved of these securities or passed upon the accuracy or adequacy of the disclosure in this Prospectus.
Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS

 

Summary Section 3
Investment Objective 3
Fees and Expenses 3
Principal Investment
Strategies
4
Principal Investment
Risks
5
Performance Information 7
Management 8
Purchase and Sale
of Fund Shares
9
Tax Information 9
Payments to Broker-Dealers
and Other Financial Intermediaries
9
Details Regarding Principal Investment
Strategies and Risks
10
Additional Information
Regarding Principal Investment Strategies
10
Additional Information
Regarding Principal Investment Risks
11
Management 15
The Adviser and
Subadvisers
15
Portfolio Managers 17
Other Service
Providers
17
Fund Expenses 17
Your Account 19
General Information 19
How to Contact
the Fund
19
Choosing a Share
Class
21
Buying Shares 21
Selling Shares 25
Retirement Accounts 28
Other Information 29
Financial Highlights 32

SUMMARY SECTION – ACUITAS US MICROCAP FUND

 

Investment Objective

 

The Acuitas US Microcap Fund’s (the “Fund”)
investment objective is capital appreciation.

 


Fees and Expenses

 

This table describes the fees and expenses
that you may pay if you buy, hold, and sell shares of the Fund. 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
.

 


Shareholder Fees
(fees paid directly from your investment)
Institutional
Shares
Investor
Shares
Maximum Sales Charge
(Load) Imposed on Purchases (as a percentage of the offering price)
None None
Maximum Deferred Sales Charge (Load) (as a percentage of the offering price) None None
Maximum Sales Charge
(Load) Imposed on Reinvested Dividends and Distributions (as a percentage of the offering price)
None None
Redemption Fee (as a
percentage of amount redeemed within 60 days of purchase, if applicable)
1.00% 1.00%
Exchange Fee (as a percentage of amount redeemed, if applicable) None None

 

Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the
value of your investment)
   
Management Fees 1.25% 1.25%
Distribution and/or Service (12b-1) Fees None 0.25%
Other Expenses 0.80% 0.80%
Total Annual Fund Operating Expenses 2.05% 2.30%
Fee Waiver and/or Expense Reimbursement(1) (0.55)% (0.55)%
Total Annual Fund Operating Expenses After
Fee Waiver and/or Expense Reimbursement
1.50% 1.75%

 

 

Example. This
Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual 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 your investment has a 5% return each year and that the Fund’s
operating expenses remain the same, except that it reflects the Expense Cap through

 


the time periods described above. Although
your actual costs may be higher or lower, based on these assumptions, whether you do or do not redeem your shares at the end of
each period described below, your costs would be:

 


  1
Year
3
Years
5
Years
10
Years
Institutional Shares $153 $590 $1,053 $2,335
Investor Shares $178 $666 $1,180 $2,593

 

Portfolio
Turnover.
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over”
its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund
shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example,
affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 56% of the
average value of its portfolio.

 


Principal Investment Strategies

 

The Fund normally
invests at least 80% of its net assets in the equity securities of microcap companies that (i) are headquartered in the United
States, or (ii) generate at least 50% of their revenue from activity in the United States. For the purposes of this policy, microcap
companies are those with market capitalizations of equal to or less than $2.0 billion or that of the largest company in the Russell
Microcap® Index at the time of its most recent reconstitution, whichever is greater, at the time of purchase. The Fund will
invest primarily in equity securities, which may include common stock, preferred stock, depositary receipts, common and preferred
stock of real estate investment trusts (“REITs”), exchange-traded funds (“ETFs”) consisting primarily
of common stocks, rights, warrants, initial public offerings (“IPOs”), publicly traded partnerships, and securities
convertible into common stock. From time to time, the Fund may invest in index futures contracts for the purpose of equitizing
the Fund’s cash balance. The extent to which the Fund invests in index futures contracts will be determined by the Fund’s
short-term cash flows but is generally not expected to exceed 5% of the Fund’s net assets.

 

The Fund will pursue its investment objective
using a “multi-manager” process, allocating assets among a carefully chosen group of asset managers (the “Subadvisers”).
The Adviser will select the Fund’s Subadvisers using its manager research and selection process which seeks to identify investment
managers that are likely to achieve out performance over a long time horizon.

 

The Adviser’s investment manager
selection process is research driven. The Adviser develops a strong fundamental understanding of each potential investment manager’s
investment process, what types of securities the investment manager is likely to invest in, and in what markets that investment
manager would be likely to perform well or poorly. The Adviser may select Subadvisers that invest in any combination of value,
growth or core microcap investments in an effort to diversify the Fund’s portfolio while capitalizing on the underlying managers’
stock selection skills.

 

In selecting
investments for the Fund, each Subadviser may identify microcap companies across many industries that are expected to benefit
from long-term industry, general market, or company-specific trends. Each Subadviser may select securities based upon
fundamental analysis of industries and the economic cycle, company-specific analysis such as product cycles and quality of
management, rigorous valuation analysis, or a number of other criteria intended to help the Fund achieve its investment
objective. Subadvisers may sell the Fund’s investments to secure gains, limit losses or reinvest in more promising
investment opportunities. The Fund is not limited by a fixed allocation of assets to equity securities of either growth or
value companies and, depending on the economic environment and judgment of the Adviser and Subadvisers, may invest in either
growth companies or value companies to the exclusion of the other. In addition, the Fund may invest in ETFs in order to
equitize cash balances if cash levels are unusually high and if no potential replacement securities have been identified for
purchase in the short-term. ETFs will be selected based on their ability to offer specific sector and style exposure desired.
From time to time, the Fund may also invest in the equity securities of foreign companies. The location of companies in which
the Fund invests may be determined by (i) the location of the principal securities trading market in which the company
trades, (ii) where the company derives 50%


 

or more of its annual revenue from goods produced, sales made or services
performed, or (iii) the country in which the company is organized or has a principal office.

 

The Adviser has responsibility for allocating
Fund assets among Subadvisers in a manner that the Adviser believes will increase returns or reduce tracking error. The Adviser
may invest the Fund’s assets directly in the same manner as any Subadviser in pursuit of the Fund’s investment objective.
The Adviser may direct a Subadviser to reduce or limit its investment in certain assets or asset classes in order to achieve the
desired composition of the Fund’s portfolio.

 


Principal Investment Risks

 

Losing all or a portion of your investment
is a risk of investing in the Fund.
An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the
Federal Deposit Insurance Corporation or any other government agency.
More information on the Fund’s principal investment
strategies and principal risks is contained in the Fund’s Statement of Additional Information (the “SAI”). The
following principal risks could affect the value of your investment:

 

Equity Risk. Equity securities,
which include common stocks, may decline in value because of changes in the price of a particular holding or a broad stock market
decline. Common stock ranks below preferred stock and debt securities in claims for dividends and for assets of the company in
a liquidation or bankruptcy. The value of a security may decline for a number of reasons that directly relate to the issuer of
a security or broader economic or market events including changes in interest rates.

 

Small and Micro Capitalization Company
Risk.
The Fund’s investments in small and micro capitalization companies may be less liquid and their securities’
prices may fluctuate more than those of larger, more established companies. These factors could adversely affect the Fund’s
ability to sell such securities at a desirable time and price.

 

Market Events Risk. Disruptive
events with geopolitical consequences, including pandemics (such as COVID-19), may destabilize various countries’ economies
and markets, which may experience increased volatility and reduced liquidity. Policy changes by the Federal Reserve and/or other
government actors could similarly cause increased volatility in financial markets. Trade barriers and other protectionist trade
policies (including those in the U.S.) may also result in market turbulence. Market volatility and reductions in market liquidity
may negatively affect issuers worldwide, including issuers in which the Fund invests. Under such circumstances, the Fund may have
difficulty liquidating portfolio holdings, particularly at favorable prices. To the extent that the Fund experiences higher levels
of redemptions, the Fund may be required to sell portfolio holdings, which may negatively impact the Fund’s net asset value.

 

Multi-Manager Risk. The success
of the Fund’s strategy depends on, among other things, the Adviser’s skill in selecting Subadvisers and the Subadvisers’
skill in executing the relevant strategy. The Subadvisers’ strategies may be out of favor at any time. In addition, because the
Subadvisers each make their trading decisions independently, it is possible that Subadvisers may purchase or sell the same security
at the same time without aggregating their transactions. This may cause unnecessary brokerage and other expenses. Furthermore,
the investment decisions of Subadvisers may not complement each other as expected by the Adviser, in which case the Fund’s
performance could be adversely affected.

 

Management Risk. The
Fund’s ability to achieve its investment objective depends on the ability of the Adviser or Subadviser to correctly
identify economic trends, especially with regard to accurately forecasting inflationary and deflationary periods.

 

Value Investment Risk. The
Fund may invest in securities the Adviser or Subadviser believes are undervalued. The value of the Fund’s shares may decline,
even if stock prices generally are rising because value stocks may fall out of favor with the market or react differently to market,
political and economic developments.

 

Growth
Company Risk.
The Fund may invest in growth securities that are susceptible to rapid price swings, especially during
periods of economic uncertainty. Growth stocks typically have little or no dividend income to cushion the effect


 

of adverse
market conditions and may be particularly volatile in the event of earnings disappointments or other financial difficulties
experienced by the issuer.

 

Foreign Investments Risk. Foreign
investments may be subject to the same risks as domestic investments and to additional risks which include international trade,
currency, political, regulatory and diplomatic risks, which may affect their value. Also, foreign securities are subject to the
risk that their market price may not reflect the issuer’s condition because there is not sufficient publicly available information
about the issuer. Investments in securities of foreign issuers may also be subject to foreign withholding and other taxes.

 

Depositary Receipts Risk. The
risks of depositary receipts include, but are not limited to, fluctuations in foreign currencies and foreign investment risks,
such as political and financial instability, less liquidity and greater volatility, lack of uniform accounting, auditing and financial
reporting standards and increased price volatility. In addition, depositary receipts may not track the price of the underlying
foreign securities, and their value may change materially at times when the U.S. markets are not open for trading. Investments
in unsponsored depositary receipts may be subject to additional risks.

 

Initial Public Offering Risk. The
Fund may purchase securities in an IPO. Securities purchased in an IPO may be illiquid, and therefore more difficult to sell promptly
at the most favorable price, and may be subject to substantial price volatility due to factors such as unseasoned trading, lack
of investor knowledge of the company, and limited operating history.

 

REIT Risk. The value of the
Fund’s investments in REITs may change in response to changes in the real estate market such as declines in the value of
real estate, lack of available capital or financing opportunities, and increases in property taxes or operating costs. REITs typically
are subject to management fees and other expenses that are separate from those of the Fund, and the Fund will bear a proportionate
share of those fees and expenses.

 

Exchange Traded Funds Risk. An
investment in an ETF involves substantially the same risks as investing directly in the underlying securities. An ETF may not achieve
its investment objective or execute its investment strategy effectively, which may adversely affect the Fund’s performance.
The Fund must pay its pro rata portion of an ETF’s fees and expenses. Shares of an ETF may trade at a premium or discount
to the net asset value of its portfolio securities. Trading in an ETF may be halted if the trading in one or more of the ETF’s
underlying securities is halted. Only a limited number of institutional investors, known as “authorized participants,”
are authorized to purchase and redeem shares from an ETF. As a result, an ETF may trade at a material discount to NAV if authorized
participants exit the business or otherwise become unable to process creation and/or redemption orders. In addition, there may
be a limited number of market makers and/or liquidity providers in the marketplace such that active trading markets may not develop.

 

Publicly Traded Partnership Risk.
Investing in publicly traded partnerships (including master limited partnerships) involves risks not typically associated with
publicly traded companies. Publicly traded partnerships are exposed to the risks of their underlying assets, which in many cases
includes the same types of risks as energy and natural resources companies, such as commodity pricing risk, supply and demand risk
and depletion and exploration risk. Publicly traded partnerships are also subject to capital markets risk, which is the risk that
they are unable to raise capital to execute their growth strategies. Publicly traded partnerships are also subject to a tax risk
that they may lose their tax status as a partnership, which, subject to the application of certain partnership audit rules, do
not pay tax at the partnership level, and be subject to tax as a corporation.

 

Preferred Stock Risk. Preferred stock is a class
of a capital stock that typically pays dividends at a specified rate.

 

Preferred stock is generally senior to
common stock, but subordinate to debt securities, with respect to the payment of dividends and on liquidation of the issuer. The
market value of preferred stock generally decreases when interest rates rise and is also affected by the issuer’s ability
to make payments on the preferred stock.

 

Convertible
Securities Risk.
Investments in convertible securities entail some of the risks of both equity and debt securities.
The value of convertible securities tends to decline as interest rates rise and, because of the conversion


 

feature, tends to
vary with the fluctuations in the market value of the underlying securities or any changes in the issuer’s credit
rating. Convertible securities are subject to the risk that the credit rating of the issuer may have an effect on the value
of the convertible securities.

 

Rights and Warrants Risk. Rights
and warrants may be considered more speculative than certain other types of investments in that they do not entitle a holder to
dividends or voting rights with respect to the underlying securities that may be purchased nor do they represent any rights in
the assets of the issuing company. Also, the value of a right or warrant does not necessarily change with the value of the underlying
securities and a right or warrant ceases to have value if it is not exercised prior to the expiration date. If a right or warrant
held by the Fund is not exercised by the date of its expiration, the Fund would lose the entire purchase price of the right or
warrant. The market for warrants and rights may be very limited and there may at times not be a liquid secondary market for warrants
and rights.

 

Derivative Instruments Risk. Derivatives
are financial instruments that have a value which depends upon, or is derived from, a reference asset, such as one or more underlying
securities, pools of securities, options, futures, indexes or currencies. Derivatives may result in investment exposures that are
greater than their cost would suggest; in other words, a small transaction in a derivative may have a large impact on the Fund’s
performance. The Fund could experience a loss if derivatives do not perform as anticipated or if the Fund is unable to liquidate
a position because of an illiquid secondary market.

 

Indexed Securities and Derivatives
Risk.
If a security or derivative is linked to the performance of an index, it may be subject to the risks associated with
changes in that index. The value of such security or derivative will fluctuate based on changes in the value of the index to which
the security or derivative is linked.

 

Futures Contracts Risk. The
primary risks associated with the use of futures contracts are (i) the imperfect correlation between the price of the contract
and the change in value of the underlying asset; (ii) possible lack of a liquid secondary market for a futures contract and the
resulting inability to close such a contract when desired; (iii) losses caused by unanticipated market movements, which are potentially
unlimited; (iv) the inability to predict correctly the direction of securities prices, interest rates, currency exchange rates
and other economic factors; (v) the possibility that the counterparty to a contract will default in the performance of its obligations;
and (vi) if the Fund has insufficient cash, it may have to sell investments to meet daily variation margin requirements on a futures
contract, and the Fund may have to sell investments at a time when it may be disadvantageous to do so.

 


Performance Information

 

The bar chart and table that follow provide
some indication of the risks of investing in the Fund by showing changes in the performance of the Fund’s Institutional Shares
from year to year and by showing how the Fund’s average annual returns compare with those of a broad measure of market performance.

The Fund’s Investor Shares had no assets during this period. Therefore there were no annual returns on the Fund’s Investor
Shares. Updated performance information is available at www.acuitasfunds.com or by calling (844) 805-5628 (toll free).

 

Performance information
(before and after taxes) represents only past performance and does not necessarily indicate future results.


Annual Returns as of December 31

Institutional Shares 

 

 

During the period shown, the highest
return
for a quarter was 34.58% for the quarter ended December 31, 2020, and the lowest return was 37.02% for the quarter ended
March 31, 2020.

 

The calendar year-to-date total return
as of September 30, 2023 was 4.40%.

 


Average Annual Total Returns

(For the periods
ended December 31, 2022)

  1
Year
5
Year
Since

Inception
07/18/14
Institutional Shares – Return Before Taxes 19.16% 4.83% 7.34%
Institutional Shares – Return After Taxes
on Distributions
20.30% 3.00% 5.95%
Institutional
Shares – Return After Taxes on Distributions and Sale of Fund Shares
10.50% 3.54% 5.67%
Russell Microcap® Index
(reflects no deduction for fees, expenses or taxes)
21.96% 3.69% 6.10%

 

Russell Microcap®
Index is an unmanaged index that measures the performance of the microcap segment of the US equity market, which consists
of the smallest 1,000 securities in the Russell 2000® Index and the next 1,000 smallest eligible securities by market
capitalization.

 

After-tax returns are calculated
using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes.

Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are
not relevant to investors who hold their Fund shares through tax-advantaged arrangements, such as 401(k) plans or individual retirement
accounts.
After-tax returns are shown only for the Fund’s Institutional Shares and after-tax returns for other share classes will
vary.

 

The return after taxes on distributions
and sale of Fund shares may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares
at the end of the measurement period.

 


Management

 

Investment Adviser. Acuitas
Investments, LLC is the Fund’s investment adviser.

Subadvisers.
AltraVue Capital, LLC; Bridge City Capital, LLC; ClariVest Asset Management, LLC; Granahan Investment Management, Inc.; Meros
Investment Management, L.P.; and Tieton Capital Management, LLC are the Subadvisers to the Fund.

 

Portfolio Managers. The following are
the portfolio managers of the Adviser to the Fund.

 

    Service Date
Portfolio Managers Title (with the Fund)
Dennis W. Jensen, CFA Partner, Director of Research 2014
Christopher D. Tessin, CFA Partner, Chief Investment Officer 2014
Matt Nieman, CFA Portfolio Manager and Senior Research Analyst 2021

 

Purchase and Sale of Fund Shares

 

You may purchase or sell (redeem) shares
of the Fund on any day that the New York Stock Exchange (the “NYSE”) is open for business. You may purchase or redeem
shares directly from the Fund by calling (844) 805-5628 (toll free) or writing to the Fund at Acuitas Funds, P.O. Box 588, Portland,
Maine 04112. You also may purchase or redeem shares of the Fund through your financial intermediary. The Fund accepts investments
in the following minimum amounts:

 

Institutional Shares Investor Shares
  Minimum Minimum Minimum Minimum
  Initial Additional Initial Additional
Investment Investment Investment Investment
Standard Accounts $10,000 $100 $2,500 $100
Retirement Accounts $10,000 $100 $2,500 $100

 

Tax Information

 

Shareholders may receive distributions
from the Fund, which may be taxed to shareholders other than tax-advantaged investors (such as tax-advantaged retirement plans
and accounts) as ordinary income, capital gains, or some combination of both. If you are investing through a tax-advantaged account,
you may still be subject to taxation at ordinary income tax rates upon withdrawals from that account.

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

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

DETAILS REGARDING PRINCIPAL INVESTMENT STRATEGIES
AND RISKS

 

The Fund seeks to achieve capital appreciation.
The Fund’s investment objective is non-fundamental and may be changed by the Board of Trustees without a vote of shareholders.
The Fund, however, will provide shareholders with at least 60 days’ notice prior to making any changes to the investment
objective.

 

Additional Information Regarding Principal Investment Strategies

 

The Fund normally
invests at least 80% of its net assets in the equity securities of microcap companies that (i) are headquartered in the United
States, or (ii) generate at least 50% of their revenue from activity in the United States. For the purposes of this policy, microcap
companies are those with market capitalizations of equal to or less than $2.0 billion or that of the largest company in the Russell
Microcap® Index at the time of its most recent reconstitution, whichever is greater, at the time of purchase. The Fund will
invest primarily in equity securities, which may include common stock, preferred stock, depositary receipts, common and preferred
stock of real estate investment trusts (“REITs”), exchange-traded funds (“ETFs”) consisting primarily
of common stocks, rights, warrants, initial public offerings (“IPOs”), publicly traded partnerships, and securities
convertible into common stock. From time to time, the Fund may invest in index futures contracts for the purpose of equitizing
the Fund’s cash balance. The extent to which the Fund invests in index futures contracts will be determined by the Fund’s
short-term cash flows but is generally not expected to exceed 5% of the Fund’s net assets.

 

The Fund will pursue its investment objective
using a “multi-manager” process, allocating assets among a carefully chosen group of asset managers (the “Subadvisers”).
The Adviser will select the Fund’s Subadvisers using its manager research and selection process which seeks to identify investment
managers that are likely to achieve out performance over a long time horizon.

 

The Adviser’s investment manager
selection process is research driven. The Adviser develops a strong fundamental understanding of each potential investment manager’s
investment process, what types of securities the investment manager is likely to invest in, and in what markets that investment
manager would be likely to perform well or poorly. The Adviser may select Subadvisers that invest in any combination of value,
growth or core microcap investments in an effort to diversify the Fund’s portfolio while capitalizing on the underlying managers’
stock selection skills.

 

In selecting investments for the Fund,
each Subadviser may identify microcap companies across many industries that are expected to benefit from long-term industry, general
market, or company-specific trends. Each Subadviser may select securities based upon fundamental analysis of industries and the
economic cycle, company-specific analysis such as product cycles and quality of management, rigorous valuation analysis, or a number
of other criteria intended to help the Fund achieve its investment objective. Subadvisers may sell the Fund’s investments
to secure gains, limit losses or reinvest in more promising investment opportunities. The Fund is not limited by a fixed allocation
of assets to equity securities of either growth or value companies and, depending on the economic environment and judgment of the
Adviser and Subadvisers, may invest in either growth companies or value companies to the exclusion of the other. In addition, the
Fund may invest in ETFs in order to equitize cash balances if cash levels are unusually high and if no potential replacement securities
have been identified for purchase in the short-term. ETFs will be selected based on their ability to offer specific sector and
style exposure desired. From time to time, the Fund may also invest in the equity securities of foreign companies. The location
of companies in which the Fund invests may be determined by (i) the location of the principal securities trading market in which
the company trades, (ii) where the company derives 50% or more of its annual revenue from goods produced, sales made or services
performed, or (iii) the country in which the company is organized or has a principal office.

 

The Adviser has responsibility for allocating
Fund assets among Subadvisers in a manner that the Adviser believes will increase returns or reduce tracking error. The Adviser
may invest the Fund’s assets directly in the same manner as any Subadviser in pursuit of the Fund’s investment objective.
The Adviser may direct a Subadviser to reduce or limit its investment in certain assets or asset classes in order to achieve the
desired composition of the Fund’s portfolio.

 

The Fund is intended
for investors who are willing to withstand the risk of short-term price fluctuations in exchange for potential long-term capital
appreciation.

Temporary Defensive Position.
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 principal investment objective and/or strategies and may invest, without limitation, in cash or high-quality
cash equivalents (including money market instruments, commercial paper, certificates of deposit, banker’s acceptances and
time deposits). 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 position.

 

Additional Information Regarding Principal Investment Risks

 

The principal risks that may adversely
affect the Fund’s net asset value (“NAV”) per share or total return have previously been summarized under the
Fund’s “Summary Section.” These risks are discussed in more detail below.

 

The Fund is designed for long-term investors
and is not a complete investment program. You may lose money by investing in the Fund.

 

Equity Risk. Equity securities,
including common stocks may decline in value because of changes in price of a particular holding or a broad stock market decline.
These fluctuations could be a drastic movement or a sustained trend. The value of a security may decline for a number of reasons
that directly relate to the issuer of a security, such as management performance, financial leverage and reduced demand for the
issuer’s goods or services, or broader economic or market events, including changes in interest rates. Common stocks in general
are subject to the risk of an issuer liquidating or declaring bankruptcy, in which case the claims of owners of the issuer’s
debt securities and preferred stock take precedence over the claims of common stockholders.

 

Small and Micro Capitalization Company
Risk.
Investments in small and micro capitalization companies may entail greater risks and their securities’ prices
may fluctuate more and have a higher degree of volatility than those of larger, more established companies. Securities of small
and micro capitalization companies may be traded in lower volume and be less liquid. At certain times, the general market may not
favor the smaller, growth-oriented companies in which the Fund invests and as a result the Fund could underperform the general
market. Smaller companies may have more limited product lines, markets and financial resources that make them more susceptible
to economic and market setbacks.

 

Additionally, information about these companies
may not be readily available. The smaller the company, the greater effect these risks may have on the company’s operations
and performance which could have a significant impact on the price of the security. These factors could adversely affect the Fund’s
ability to sell such securities at a desirable time and price.

 

Market Events Risk. Turbulence
in the financial markets and reduced liquidity in equity, credit and fixed-income markets may negatively affect issuers worldwide,
which could have an adverse effect on the Fund. Disruptive events with geopolitical consequences, including pandemics and natural
disasters, may destabilize world economies and cause market turbulence. Trade barriers and other protectionist trade policies (including
those in the U.S.) may also increase market turbulence. Similarly, policy changes by the Federal Reserve and/or other government
actors, including changes in interest rates, could cause or increase volatility in the financial markets. Increases in market volatility
may lead to reductions in market liquidity, which may make it more difficult for the Fund to purchase and sell portfolio holdings
at favorable market prices and make the Fund’s net asset value fluctuate materially. To the extent that the Fund experiences
high redemptions during periods of market turbulence, the Fund’s performance may be adversely affected as the Fund may not
be able to sell portfolio holdings at favorable prices, or may be required to sell portfolio holdings, which may result in higher
taxes when Fund shares are held in a taxable account. In addition, the Fund may experience increased portfolio turnover, which
will increase its costs and adversely impact its performance.

 

Multi-Manager
Risk.
The success of the Fund’s strategy depends on, among other things, the Adviser’s skill in selecting
Subadvisers and the Subadvisers’ skill in executing the relevant strategy. The Subadvisers’ strategies may be out
of favor at any time. In addition, because each Subadviser makes their trading decisions independently, it is possible that Subadvisers
may purchase or sell the same security at the same time without aggregating their transactions. This may cause unnecessary brokerage
and other expenses.

Management Risk. The Fund
is actively managed and its performance will reflect each Subadviser’s ability to make investment decisions that are suited to
achieving the Fund’s investment objective. Investments selected by the Adviser or Subadvisers for the Fund may not perform
to expectations. This could result in the Fund’s underperformance compared to other funds with similar investment objectives.
Further, the Fund’s performance may deviate from overall market returns to a greater degree than funds that do not employ
a similar strategy.

 

Value Investment Risk. The
determination that a stock is undervalued is subjective, the market may not agree and the stock’s price may not rise to what
the Adviser or Subadviser believes is its full value. The value of the Fund’s shares may decline, even if stock prices generally
are rising because value stocks may fall out of favor with the market or react differently to market, political and economic developments.

 

Growth Company Risk. The Fund may invest in growth
securities that are susceptible to rapid price swings, especially

 

during periods of economic uncertainty.
Because the prices of most growth stocks are based on future expectations, these stocks tend to be more sensitive than value stocks
to bad economic news and negative earnings surprises. Growth stocks typically have little or no dividend income to cushion the
effect of adverse market conditions and may be particularly volatile in the event of earnings disappointments or other financial
difficulties experienced by the issuer.

 

In addition, you could lose money on your investment if:

 

The market does not recognize the growth potential or value
of the stocks in the Fund’s portfolio.
Investor demand for growth stocks held by the Fund declines.
There is deceleration in the expected growth rate of the
companies in which the Fund invests.
The Adviser’s or Subadviser’s judgment as to
the growth potential or value of a stock proves to be wrong.

 

Foreign Investments Risk. The
value of foreign investments may be affected by the imposition of new or amended government regulations, changes in diplomatic
relations between the U.S. and another country, political and economic instability, the imposition or tightening of exchange controls
or other limitations on repatriation of foreign capital or nationalization, increased taxation or confiscation of investors’
assets. Also, foreign securities are subject to the risk that an issuer’s securities may not reflect the issuer’s condition
because there is not sufficient publicly available information about the issuer. This risk may be greater for investments in issuers
in emerging or developing markets. Investments in securities of foreign issuers may also be subject to foreign withholding and
other taxes.

 

Depositary Receipts Risk. Investments
in depositary receipts may involve risks relating to political, economic or regulatory conditions in foreign countries. These risks
include fluctuations in foreign currencies, political and financial instability, less liquidity and greater volatility, lack of
uniform accounting, auditing and financial reporting standards and increased price volatility. The underlying securities are typically
denominated (or quoted) in a currency other than U.S. dollars. The securities underlying depositary receipts trade on foreign exchanges
at times when the U.S. markets are not open for trading. As a result, the value of depositary receipts may not track the price
of the underlying securities and may change materially at times when the U.S. markets are not open for trading. In addition, issuers
of unsponsored depositary receipts are not contractually obligated to disclose material information in the U.S. and, therefore,
such information may not correlate to the market value of the unsponsored depositary receipt.

 

Initial Public Offering Risk. Special
risks associated with securities purchased in IPOs may include illiquidity and substantial price volatility due to unseasoned trading,
lack of investor knowledge of the company, and limited operating history. The limited number of shares available for trading in
some IPOs may make it more difficult for the Fund to buy or sell significant amounts of shares without an unfavorable impact on
prevailing market prices. Some companies whose shares are sold through IPOs are involved in relatively new industries or lines
of business, which may not be widely understood by investors. Some of these companies may be undercapitalized or regarded as developmental
stage companies without revenues or operating income, or the near-term prospects of achieving them.

 

REIT
Risk.
REITs are pooled investment vehicles that own, and usually operate, income-producing real estate. REITs are
susceptible to the risks associated with direct ownership of real estate, such as declines in property values, increases

in
property taxes, operating expenses, rising interest rates or competition overbuilding, zoning changes, and losses from
casualty or condemnation. REITs typically are subject to management fees and other expenses that are separate from those of
the Fund and the Fund will bear a proportionate share of those fees and expenses.

 

Exchange Traded Funds Risk. An
investment in an ETF involves substantially the same risks as investing directly in the underlying securities. An ETF may not achieve
its investment objective or execute its investment strategy effectively, which may adversely affect the Fund’s performance.
The Fund must pay its pro rata portion of an ETF’s fees and expenses. Shares of an ETF may trade at a premium or discount
to the net asset value of its portfolio securities. Trading in an ETF may be halted if the trading in one or more of the ETF’s
underlying securities is halted. Only a limited number of institutional investors, known as “authorized participants,”
are authorized to purchase and redeem shares from an ETF. As a result, an ETF may trade at a material discount to NAV if authorized
participants exit the business or otherwise become unable to process creation and/or redemption orders. In addition, there may
be a limited number of market makers and/or liquidity providers in the marketplace such that active trading markets may not develop.

 

Publicly Traded Partnership Risk.
Investing in publicly traded partnerships (including master limited partnerships) involves risks not typically associated with
publicly traded companies. Publicly traded partnerships are exposed to the risks of their underlying assets, which in many cases
includes the same types of risks as energy and natural resources companies, such as commodity pricing risk, supply and demand risk
and depletion and exploration risk. Publicly traded partnerships are also subject to capital markets risk, which is the risk that
they are unable to raise capital to execute their growth strategies. Publicly traded partnerships are also subject to a tax risk
that they may lose their tax status as a partnership, which, subject to the application of certain partnership audit rules, do
not pay tax at the partnership level, and be subject to tax as a corporation.

 

Preferred Stock Risk. If
interest rates rise, the dividend on preferred stock may be less attractive, causing the price of preferred stock to decline. Preferred
stock may have mandatory sinking fund provisions, as well as provisions for call or redemption prior to maturity, which can have
a negative effect on prices when interest rates decline. Preferred stocks are equity securities because they do not constitute
a liability of the issuer and therefore do not offer the same degree of protection of capital or continuation of income as debt
securities. Unlike debt securities, preferred stock dividends are payable at the discretion of the issuer’s board of directors.
The market prices of preferred stocks are generally more sensitive to actual or perceived changes in the issuer’s financial
condition or prospects than are the prices of debt securities. Preferred stock also may be less liquid than common stock. The rights
of preferred stock on distribution of an issuer’s assets in the event of its liquidation are generally subordinated to the
rights associated with an issuer’s debt securities. Preferred stock may also be subject to the risk that the issuer is unable
or unwilling, or is perceived (whether by market participants, ratings agencies, pricing services or otherwise) as unable or unwilling,
to make timely principal and/or interest payments, or otherwise honor its obligations.

 

Convertible Securities Risk. Investments
in convertible securities entail some of the risks of both equity and debt securities. The value of convertible securities tends
to decline as interest rates rise and, because of the conversion feature, tends to vary with the fluctuations in the market value
of the underlying securities or changes in the issuer’s credit rating. Convertible securities often display a degree of market
price volatility that is comparable to common stocks and are also subject to additional risks, including risk of default on interest
or principal payments, which could result in a loss of income from or a decline in value of the securities. Convertible securities
are subject to the risk that the credit rating of the issuer may have an effect on the convertible securities’ investment
value.

 

Rights and
Warrants Risk.
Rights and warrants may be considered more speculative than certain other types of investments in that
they do not entitle a holder to dividends or voting rights with respect to the underlying securities that may be purchased nor
do they represent any rights in the assets of the issuing company. Also, the value of a right or warrant does not necessarily
change with the value of the underlying securities and a right or warrant ceases to have value if it is not exercised prior to
the expiration date. If a right or warrant held by the Fund is not exercised by the date of its expiration, the Fund would lose
the entire purchase price of the right or warrant. The market for warrants and rights may be very limited and there may at times
not be a liquid secondary market for warrants and rights.

Derivative Instruments Risk. Derivatives
are financial instruments that have a value which depends upon, or is derived from, a reference asset, such as one or more underlying
securities, pools of securities, options, futures, indexes or currencies. Derivatives may result in investment exposures that are
greater than their cost would suggest; in other words, a small investment in a derivative may have a large impact on the Fund’s
performance. The successful use of derivatives generally depends on the ability to predict market movements. There may be an imperfect
correlation between a derivative and its reference asset.

 

Derivatives may be illiquid and may be
more volatile than other types of investments. Compared to other types of investments, derivatives may also be harder to value.
In addition, changes in government regulation of derivative instruments could affect the Fund’s use of derivatives and the
character, timing and amount of the Fund’s taxable income or gains. The Fund’s use of derivatives may be limited by
the requirements for taxation of the Fund as a regulated investment company. Derivatives are subject to counterparty risk and,
as a result, the Fund may not obtain a recovery of its investment in them should a counterparty fail to honor its obligations.
Derivatives may involve leverage.

 

Indexed Securities and Derivatives
Risk.
If the derivative is linked to the performance of an index, it will be subject to the risks associated with changes
in that index. The value of such security or derivative will fluctuate based on changes in the value of the index to which the
security or derivative is linked. Changes in the value of an index may be difficult to predict and it is possible that an investment
in a security or derivative linked to an index may cause the value of the Fund to decrease. Certain indexed securities may create
leverage, to the extent that they increase or decrease in value at a rate that is a multiple of the changes in the applicable index.

 

Futures Contracts
Risk.
The primary risks associated with the use of futures contracts are (i) the imperfect correlation between the price
of the contract and the change in value of the underlying asset; (ii) possible lack of a liquid secondary market for a futures
contract and the resulting inability to close such a contract when desired; (iii) losses caused by unanticipated market movements,
which are potentially unlimited; (iv) the inability to predict correctly the direction of securities prices, interest rates, currency
exchange rates and other economic factors; (v) the possibility that the counterparty to a contract will default in the performance
of its obligations; and (vi) if the Fund has insufficient cash, it may have to sell investments to meet daily variation margin
requirements on a futures contract, and the Fund may have to sell investments at a time when it may be disadvantageous to do so.

MANAGEMENT

 

The Acuitas US Microcap Fund (the“Fund”)
is a series of Forum Funds II (the “Trust”), an open-end, management investment company (mutual fund). The Board of
Trustees (the “Board”) oversees the management of the Fund and meets periodically to review the Fund’s performance,
monitor investment activities and practices and discuss other matters affecting the Fund. Additional information regarding the
Board and the Trust’s executive officers may be found in the Fund’s SAI, which is available from the Fund’s website at www.acuitasfunds.com.

 

The Adviser and Subadvisers

 

The Fund’s investment
adviser is Acuitas Investments, LLC (the “Adviser”), 520 Pike Street, Suite 1221, Seattle, WA, 98101. The Adviser
is a registered investment adviser under the Investment Advisers Act of 1940 and has provided investment advisory and management
services to clients since 2011. As of September 30, 2023, the Adviser had approximately $821.6 million of assets under management.

 

With respect to the Fund, the Adviser has
claimed an exclusion from regulation with the Commodity Futures Trading Commission (“CFTC”) as a commodity pool operator
(“CPO”) pursuant to CFTC Regulation 4.5 under the Commodity Exchange Act and is exempt from registration as a commodity
trading adviser under CFTC Regulation 4.14(a)(8).

 

Subject to the
general oversight of the Board, the Adviser makes investment decisions for the Fund pursuant to an investment advisory agreement
between the Adviser and the Trust, on behalf of the Fund (the “Advisory Agreement”). The Adviser receives an advisory
fee from the Fund at an annual rate equal to 1.25% of the Fund’s average annual daily net assets under the terms of the
Advisory Agreement. The actual advisory fee rate retained by the Adviser for the fiscal year ended June 30, 2023 was 0.75%. The
Adviser has contractually agreed to waive its fee and/or reimburse Fund expenses to limit the Fund’s Total Annual Fund Operating
Expenses After Fee Waiver and/or Expense Reimbursement (excluding all taxes, interest, portfolio transaction expenses, acquired
fund fees and expenses, proxy expenses and extraordinary expenses) of Institutional Shares to 1.50%, and Investor Shares to 1.75%
through November 1, 2024 (“Expense Cap”). The Expense Cap may only be raised or eliminated with the consent of the
Board of Trustees. The Adviser may recoup from the Fund fees waived and expenses reimbursed by the Adviser pursuant to the Expense
Cap if such recoupment is made within three years of the fee waiver or expense reimbursement and does not cause the Total Annual
Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement of the Fund (i.e., after the recoupment has been
taken into account) to exceed the lesser of (i) the then-current expense cap and (ii) the expense cap in place at the time the
fees/expenses were waived or reimbursed. Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement will
increase if exclusions from the Expense Cap apply. In addition, the Adviser pays any subadvisory fees out of the fees it receives
pursuant to the Advisory Agreement. The aggregate amount paid by the Adviser to its Subadvisers for the fiscal year ended June
30, 2023 was 0.49%.

 

A discussion
summarizing the basis on which the Board last approved the Advisory Agreement is included in the Fund’s annual report for the
fiscal year ended June 30, 2023. A discussion summarizing the basis on which the Board approved the sub-advisory agreements between
the Adviser and the Subadvisers is also included in the Fund’s annual report for the fiscal year ended June 30, 2023.

 

The Fund’s Board and its shareholders have
approved a “multi-manager” structure that permits the Adviser to appoint and replace Subadvisers and enter into, materially
amend and terminate sub-advisory agreements with other investment managers with respect to the Fund, subject to Board approval
but without shareholder approval (the “Multi-Manager Structure”).

 

The ability to implement the Multi-Manager
Structure with respect to the Fund is pursuant to an exemptive order from the SEC (“Exemptive Relief”). Pursuant to
the Exemptive Relief, the Fund is required to notify shareholders of the retention of a new Subadviser within 90 days of the hiring
of the new Subadviser. In the future, the Adviser may propose to appoint or replace one or more Subadvisers subject to Board approval
and applicable shareholder notice requirements.

 

The
Multi-Manager Structure enables the Fund to operate with greater efficiency and without incurring the expense and delays
associated with obtaining shareholder approval of such subadvisory agreements. Under the Multi-Manager Structure, the Adviser
maintains the ultimate responsibility, subject to the oversight of the Board, to oversee the

Subadvisers and recommend their
hiring and replacement. The Multi-Manager Structure provides the Adviser with the discretion to terminate any Subadviser and
allocate and reallocate the Fund’s assets for management among other Subadvisers. The Multi-Manager Structure permits
disclosure of the fees paid to Subadvisers in the aggregate in its registration statement (both as a dollar amount and as a
percentage of the Fund’s net assets), but does not permit investment management fees paid by the Fund to be increased
without shareholder approval, nor does it change the Adviser’s responsibilities to the Fund including responsibility
for all advisory services furnished by a Subadviser.

 

Subadviser Investment Strategy
AltraVue Capital, LLC
11747 NE 1st St., Suite 205
Bellevue, WA 98005
US Microcap

Bridge City Capital, LLC

One Centerpointe Drive, Suite 565

Lake Oswego, OR 97035

US Microcap Growth
ClariVest Asset Management,
LLC

3611 Valley Centre Drive #100
San Diego, CA 92130
US Microcap
Granahan Investment Management,
Inc.

404 Wyman Street, Suite 460
Waltham, MA 02451
US Microcap Growth
Meros Investment Management,
L.P.

200 Crescent Court, Suite 1450
Dallas, TX 75201
US Microcap
Tieton Capital Management,
LLC

4700 Tieton Drive, Suite C
Yakima, WA 98908
US Microcap Value

 

AltraVue Capital, LLC was founded
in 2016 and provides investment advisory services for high net worth individuals, institutional pension funds, and pooled vehicles.

 

Bridge City
Capital, LLC
was founded in 2008 and provides investment advisory services for high net worth individuals, pooled vehicles,
pension and profit-sharing plans, charitable organizations, and state or municipal government entities.

 

ClariVest Asset Management, LLC was
founded in 2006 and provides investment advisory services to pooled vehicles and institutions.

 

Granahan Investment Management, Inc.
was founded in 1985 and provides investment advisory services for high net worth individuals, investment companies, pooled
vehicles, pension and profit-sharing plans, charitable organizations, state or municipal government entities and corporations or
other businesses.

 

Meros Investment Management, L.P. was
founded in 2019 and provides investment advisory services to pooled investment vehicles, institutional investors, public and private
pension plans, insurance companies, foundations, and endowments.

 

Tieton Capital
Management, LLC
was founded in 2005 and provides investment advisory services for high net worth individuals, individuals,
charitable organizations, other investment advisers and corporations or other businesses.

Portfolio Managers

 

Dennis W. Jensen, CFA, Christopher D. Tessin, CFA, and Matt
Nieman, CFA are the Portfolio Managers for the Fund and are jointly and primarily responsible for the day-to-day management of
the Fund.

 

Portfolio Manager Biographies

 

Dennis W. Jensen, CFA, is Partner and Director of
Research of the Adviser which he co-founded in January 2011. Prior to this, Mr. Jensen was employed by Russell Investments in
Tacoma, Washington, from 1994 until 2010. During his early years at the firm, he was an Analyst and then a Senior Research Analyst,
responsible for researching and selecting investment managers for the firm’s consulting clients and internally managed multi-manager
funds. During his last two years at Russell Investments, Mr. Jensen assumed responsibility for managing several of the firm’s
multi-manager funds, including large-cap quantitative, value, growth and core funds. He received a Bachelor of Business Administration
degree in 1993 from the University of Puget Sound and became a Chartered Financial Analyst in 1997.
Matt Nieman, CFA, joined Acuitas in 2013 and serves
as a Portfolio Manager on select U.S. microcap portfolios and as a Senior Research Analyst. He is responsible for discovery, researching
and recommending external investment managers across asset classes. Matt leads the external manager due diligence effort for U.S.
microcap value, international growth and long/short equity. Additionally, he oversees and implements manager transitions across
client portfolios. Matt received his undergraduate degree from Santa Clara University, where he studied Economics. He is currently
a member of the Seattle Society of Financial Analysts and is a CFA charterholder.
Christopher D. Tessin, CFA, Partner and Chief Investment
Officer, co-founded the Adviser in January 2011. Prior to this,
Mr. Tessin was employed by Russell Investments in Tacoma, Washington, from 2003 through 2010. During his many years at the
firm, he progressed from Research Analyst to Associate Portfolio Manager and, finally, to Portfolio Manager. Before joining
Russell Investments, Mr. Tessin worked as an Associate in Equity Research with Bear, Stearns in New York from 2001 to 2003.
He has also held positions in portfolio management and research at Lehman Brothers, and in portfolio management at
International Asset Transactions. Mr. Tessin received a B.A. degree in 1993 (Economics and Philosophy) and an MBA in 1998
(Finance), both from Columbia University.

 

The SAI provides additional information
about the compensation of the Portfolio Managers, other accounts managed by the Portfolio Managers and the ownership of Fund shares
by the Portfolio Managers.

 

Other Service Providers

 

Atlantic Fund
Administration, LLC, a wholly owned subsidiary of Apex US Holdings LLC (d/b/a Apex Fund Services) (“Apex”),
provides fund accounting, fund administration and compliance services to the Fund and the Trust and supplies certain officers
of the Trust, including a Principal Executive Officer, a Principal Financial Officer, a Chief Compliance Officer, an
Anti-Money Laundering Compliance Officer and additional compliance support personnel. Atlantic Shareholder Services, LLC, a
wholly owned subsidiary of Apex, provides transfer agency services to the Fund and the Trust.

 

Foreside Fund Services, LLC (the
“Distributor”), a wholly owned subsidiary of Foreside Financial Group, LLC (d/b/a ACA Group), acts as the agent
of the Trust in connection with the continuous offering of Fund shares. The Distributor may enter into arrangements with
banks, broker-dealers and other financial intermediaries through which investors may purchase or redeem shares. The
Distributor is not affiliated with the Adviser or with Apex or their affiliates.

 

Fund Expenses

 

The Fund is charged
for those expenses that are directly attributable to it, while other expenses are allocated proportionately among the Fund and
other series of the Trust based upon methods approved by the Board. Expenses that are directly attributable to a specific class
of shares, such as distribution fees and shareholder servicing fees, are charged directly to that class. The Adviser or other
service providers may waive all or any portion of their fees and may reimburse certain expenses of the Fund. Service provider
waivers may be different in dollar and percentage amount for

different classes
of the Fund, as applicable, may be voluntary, and do not affect the Adviser’s contractual waiver. To the extent that a service
provider is waiving fees and/or reimbursing expenses pursuant to a contractual arrangement, such waivers and/or reimbursements
may be reflected in the Fund’s Fees and Expenses table. Any agreement to waive fees or to reimburse expenses increases the
investment performance of the Fund and its share classes for the period during which the waiver or reimbursement is in effect.
Current Adviser fee waiver and/or expense reimbursements are reflected in the section titled “Fees and Expenses.”

YOUR ACCOUNT

 

How to Contact the Fund

 

E-mail the Fund at:

[email protected]

 

Write the Fund:

Acuitas Funds

P.O. Box 588

Portland, Maine 04112

 

Overnight Address:

Acuitas Funds

c/o Apex Fund Services

Three Canal Plaza, Ground Floor

Portland, Maine 04101

 

Telephone the Fund at:

(844) 805-5628 (toll free)

 

Wire investments (or ACH payments):

Please contact the transfer agent at (844)
805-5628 (toll free) to obtain the ABA routing number and account number for the Fund.

 

General Information

 

You may purchase or sell (redeem) shares
of the Fund on any day that the NYSE is open for business. Notwithstanding this fact, the Fund may, only in the case of an emergency,
calculate its NAV and accept and process shareholder orders when the NYSE is closed.

 

You may purchase or sell shares of the
Fund at the next NAV calculated (normally 4:00 p.m., Eastern Time) after the transfer agent or your approved broker-dealer or other
financial intermediary receives your request in good order. “Good order” means that you have provided sufficient information
necessary to process your request as outlined in this Prospectus, including any required signatures, documents, payment and Medallion
Signature Guarantees. All requests to purchase or sell Fund shares received in good order prior to the Fund’s close will
receive that day’s NAV. Requests received in good order after the Fund’s close or on a day when the Fund does not value
its shares will be processed on the next business day and will be priced at the next NAV. The Fund cannot accept orders that request
a particular day or price for the transaction or any other special conditions.

 

Shares of the Fund will only be issued
against full payment, as described more fully in this Prospectus and the SAI. The Fund does not issue share certificates.

 

If you purchase shares directly from the
Fund, you will receive a confirmation of each transaction and quarterly statements detailing Fund balances and all transactions
completed during the prior quarter. Automatic reinvestments of distributions and systematic investments and withdrawals may be
confirmed only by quarterly statement. You should verify the accuracy of all transactions in your account as soon as you receive
your confirmations and quarterly statements.

 

The Fund may
temporarily suspend or discontinue any service or privilege, including systematic investments and withdrawals, wire
redemption privileges and telephone or internet redemption privileges, if applicable. The Fund reserves the right to refuse
any purchase request, including, but not limited to, requests that could adversely affect the Fund or its operations. If the
Fund were to refuse any purchase request, it would notify the purchaser within two business days of receiving a purchase
request in good order.

 

If your account is deemed abandoned or
unclaimed by applicable state law, the Fund may be required to “escheat” or transfer the property to the appropriate
state’s unclaimed property administration. Certain states have laws that allow shareholders to name a representative to receive
notice of abandoned property (“escheatment”) by submitting a designation form, which generally can be found on the
official state website. In such states, if a shareholder designates a representative to receive escheatment notices, any notice
generally will be delivered as required by the state’s laws. A completed designation form should be mailed to the Fund (if
shares are held directly with the Fund) or to the shareholder’s financial intermediary. Shareholders should check their state’s
official website to get more information on escheatment law(s).

 

NAV Determination.
The NAV of the Fund (or share class) is determined by taking the value of the assets of the Fund (or share class), subtracting
the value of the liabilities of the Fund (or share class) and then dividing the result (net assets) by the number of outstanding
shares of the Fund (or share class). The Fund calculates its NAV as of the close of trading on the NYSE (generally 4:00 p.m.,
Eastern Time). The NYSE is open every weekday other than NYSE holidays and early closings, which are published at www.nyse.com
and subject to change without notice.

The Fund values securities at current market
value, where market quotations are readily available, using the last reported sales price. In the absence of a readily available
market price, or if the Adviser, in its capacity as the Fund’s Valuation Designee, reasonably believes that a market price
is unreliable, the Adviser, as the Fund’s Valuation Designee, will seek to value such securities at fair value, as determined
in good faith using procedures approved by the Board.

 

The Board has designated the Adviser as
the Valuation Designee pursuant to Rule 2a-5 under the 1940 Act and delegated to the Adviser the responsibility for making fair
value determinations with respect to the Fund’s portfolio securities. The Adviser, as the Valuation Designee, is responsible for
periodically assessing any material risks associated with the determination of the fair value of the Fund’s investments; establishing
and applying fair value methodologies; testing the appropriateness of fair value methodologies; and overseeing and evaluating third-party
pricing services. Fair valuation may be based on subjective factors. As a result, the fair value price of a security may not be
the price at which the security may be sold. Fair valuation could result in a different NAV than a NAV determined by using market
quotations.

 

Transactions Through Financial Intermediaries.
The Fund has authorized certain financial services companies, broker-dealers, banks and other agents, including the designees
of such entities (collectively, “financial intermediaries”), to accept purchase and redemption orders on the Fund’s
behalf. If you invest through a financial intermediary, the policies and fees of the financial intermediary may be different from
the policies and fees you would be subject to if you had invested directly in the Fund. Among other things, financial intermediaries
may charge transaction fees and may set different minimum investment restrictions or limitations on buying or selling Fund shares.
You should consult a representative of your financial intermediary for more information.

 

The Fund will be deemed to have received
a purchase or redemption order when a financial intermediary that is an agent of the Fund for the purpose of accepting orders receives
the order. All orders to purchase or sell shares are processed as of the next NAV calculated after the order has been received
in good order by a financial intermediary. Orders are accepted until the close of trading on the NYSE every business day (normally
4:00 p.m., Eastern Time) and are processed, including by financial intermediaries, at that day’s NAV.

 

Payments to Financial Intermediaries.
The Fund, at its own expense, may pay additional compensation to financial intermediaries for shareholder-related services,
including administrative, recordkeeping and shareholder communication services. In addition, pursuant to any applicable Rule 12b-1
plan, the Fund may pay compensation to financial intermediaries for distribution-related services. For example, compensation may
be paid to make Fund shares available to sales representatives and/or customers of a fund supermarket platform or a similar program
sponsor or for services provided in connection with such fund supermarket platforms and programs. To the extent that the Fund pays
all or a portion of such compensation, the payment is designed to compensate the financial intermediary for distribution activities
or for providing services that would otherwise be provided by the Fund’s transfer agent and/or administrator.

 

The Adviser or another Fund affiliate,
out of its own resources and not as an expense of the Fund, may provide additional compensation to financial intermediaries. Such
compensation is sometimes referred to as “revenue sharing.” Compensation received by a financial intermediary from
the Adviser or another Fund affiliate may include payments for shareholder servicing, marketing and/or training expenses incurred
by the financial intermediary, including expenses incurred by the financial intermediary in educating its salespersons with respect
to Fund shares. For example, such compensation may include reimbursements for expenses incurred in attending educational seminars
regarding the Fund, including travel and lodging expenses. It may also cover costs incurred by financial intermediaries in connection
with their efforts to sell Fund shares, including costs incurred in compensating registered sales representatives and preparing,
printing and distributing sales literature.

 

The amount of compensation paid to different
financial intermediaries may vary. The compensation paid to a financial intermediary may be based on a variety of factors, including
average assets under management in accounts distributed and/or serviced by the financial intermediary, gross sales by the financial
intermediary and/or the number of accounts serviced by the financial intermediary that invest in the Fund.

 

Any compensation
received by a financial intermediary, whether from the Fund, the Adviser or another affiliate, and the prospect of receiving such
compensation, may provide the financial intermediary with an incentive to recommend the

shares of the Fund, or a certain class
of shares of the Fund, over other potential investments. Similarly, the compensation may cause financial intermediaries to elevate
the prominence of the Fund within its organization by, for example, placing it on a list of preferred funds.

 

Anti-Money Laundering Program. Customer
identification and verification are part of the Fund’s overall obligation to deter money laundering under federal law. The
Trust’s Anti-Money Laundering Program is designed to prevent the Fund from being used for money laundering or the financing of
terrorist activities. In this regard, the Fund reserves the right, to the extent permitted by law, (1) to refuse, cancel or rescind
any purchase order or (2) to freeze any account and/or suspend account services. These actions will be taken when, at the sole
discretion of Trust management, they are deemed to be in the best interest of the Fund or in cases when the Fund is requested or
compelled to do so by governmental or law enforcement authorities or applicable law. If your account is closed at the request of
governmental or law enforcement authorities, you may not receive proceeds of the redemption if the Fund is required to withhold
such proceeds.

 

Disclosure of Portfolio Holdings.
A description of the Fund’s policies and procedures with respect to the disclosure of portfolio securities is available
in the Fund’s SAI.

 

Choosing a Share Class

 

The Fund offers two classes of shares:
Institutional Shares and Investor Shares. Each class has a different combination of purchase restrictions and ongoing fees, allowing
you to choose the class that best meets your needs. The following is a summary of the differences between Institutional Shares
and Investor Shares of the Fund. Currently, Investor Shares are not offered for sale.

 

Institutional Shares. Institutional
Shares of the Fund are designed for individual investors who meet the minimum investment threshold and for institutional investors
(such as investment advisers, financial institutions, corporations, trusts, estates and religious and charitable organizations)
investing for proprietary programs and firm discretionary accounts. Institutional Shares are sold without the imposition of initial
sales charges and are not subject to Rule 12b-1 fees.

 

Investor Shares. Investor
Shares of the Fund are for retail investors who invest in the Fund directly or through a fund supermarket or other investment platform.
Investor Shares are not sold with the imposition of initial sales charges but are subject to a Rule 12b-1 fee of up to 0.25% of
the Investor Shares’ average daily net assets. A lower minimum initial investment is required to purchase Investor Shares.

 

  Institutional Shares Investor Shares
Minimum Initial Investment $10,000 $2,500
Sales Charges None None
Rule 12b-1 Distribution Fees None 0.25%

 

Under certain circumstances, an investor’s
investment in one class of shares of the Fund may be converted into an investment in another class of shares of the Fund, for example,
if the investor no longer meets the eligibility criteria for holding a particular class of shares due to investment minimum or
other ownership requirements. Shareholders will be notified in advance of any such conversion and provided an opportunity to cure.
Such conversion will be effected at NAV without the imposition of any fees or charges. No gain or loss will generally be recognized
for federal income tax purposes as a result of such a conversion, and a shareholder’s basis in the acquired shares will be
the same as such shareholder’s basis in the converted shares. Shareholders should consult their tax advisors regarding the
state and local tax consequences of such a conversion, or any exchange of shares.

 

Buying Shares

 

How to Make
Payments.
Unless purchased through a financial intermediary, all investments must be made by check, Automated Clearing
House (“ACH”) or wire. All checks must be payable in U.S. dollars and drawn on U.S. financial

institutions. In the absence of the granting
of an exception consistent with the Trust’s Anti-Money Laundering Program, the Fund does not accept purchases made by credit
card check, starter check, checks with more than one endorsement (unless the check is payable to all endorsees), cash or cash equivalents
(for instance, you may not pay by money order, cashier’s check, bank draft or traveler’s check). The Fund and the Adviser
also reserve the right to accept in kind contributions of securities in exchange for shares of the Fund.

 

Checks. Checks must
be made payable to “Acuitas Funds”. For individual, sole proprietorship, joint, Uniform Gifts to Minors Act (“UGMA”)
and Uniform Transfers to Minors Act (“UTMA”) accounts, checks may be made payable to one or more owners of the account
and endorsed to “Acuitas Funds”. A $20 charge may be imposed on any returned checks.

 

ACH. The Automated
Clearing House system maintained by the Federal Reserve Bank allows banks to process checks, transfer funds and perform other tasks.
Your U.S. financial institution may charge you a fee for this service.

 

Wires. You may instruct
the U.S. financial institution with which you have an account to make a federal funds wire payment to the Fund. Your U.S. financial
institution may charge you a fee for this service.

 

Minimum Investments. The Fund accepts investments
in the following minimum amounts:

 

  Institutional Shares Investor Shares
  Minimum Minimum Minimum Minimum
  Initial Additional Initial Additional
  Investment Investment Investment Investment
Standard Accounts $10,000 $100 $2,500 $100
Retirement Accounts $10,000 $100 $2,500 $100

 

The Fund reserves the right to waive minimum investment amounts,
if deemed appropriate by an officer of the Trust.

 

Registered investment advisers and financial
planners may be permitted to aggregate the value of accounts in order to meet minimum investment amounts.

 

There is no initial or subsequent investment
minimum for directors, officers and employees of the Adviser or the spouse, sibling, direct ancestor, or direct descendent (collectively,
“relatives”) of any such person, any trust or individual retirement account or self-employed retirement plan for the
benefit of any such person or relative, or the estate of any such person or relative.

 

Account Requirements. The
following table describes the requirements to establish certain types of accounts in the Fund.

 

Type of Account Requirement

Individual, Sole Proprietorship and Joint Accounts

●  Individual accounts
and sole proprietorship accounts are owned by one person. Joint accounts have two or more owners (tenants).

●  Instructions must be signed by all persons named as account owners exactly as their names appear on the account.

Gifts or Transfers to a Minor (UGMA, UTMA)

●  These custodial
accounts are owned by a minor child but controlled by an adult custodian.

●  Depending on
state laws, you may set up a custodial account under the UGMA or the UTMA.

●  The custodian
must sign instructions in a manner indicating custodial capacity.

Type of Account Requirement

Corporations/Other Entities

●  These accounts
are owned by the entity, but control is exercised by its officers, partners or other management.

●  The entity should submit a certified copy of its articles of incorporation (or a government-issued business license or other document that reflects the existence of the entity) and a corporate resolution or a secretary’s certificate.

Trusts

●  These accounts
are controlled by a trustee as a way to convey and control assets for the benefit of a third- party owner.

●  The trust must
be established before an account may be opened.

●  The trust should
provide the first and signature pages from the trust document identifying the trustees.

 

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

 

When you open an account, the Fund will
ask for your first and last name, U.S. taxpayer identification number (“TIN”), physical street address, date of birth
and other information or documents that will allow the Fund to identify you. If you do not supply the required information, the
Fund will attempt to contact you or, if applicable, your financial adviser. If the Fund cannot obtain the required information
within a timeframe established in its sole discretion, your application will be rejected.

 

When your application is in good order
and includes all required information, your order will normally be processed at the NAV next calculated after receipt of your application
and investment amount. The Fund will attempt to verify your identity using the information that you have supplied and other information
about you that is available from third parties, including information available in public and private databases, such as consumer
reports from credit reporting agencies.

 

The Fund will try to verify your identity
within a timeframe established in its sole discretion. If the Fund cannot do so, the Fund reserves the right to redeem your investment
at the next NAV calculated after the Fund decides to close your account. If your account is closed, you may realize a gain or loss
on the Fund shares in the account. You will be responsible for any related taxes and will not be able to recoup any redemption
fees assessed, if applicable.

 

Policy on Prohibition of Foreign
Shareholders.
The Fund requires that all shareholders be U.S. persons or U.S. resident aliens with a valid TIN (or show
proof of having applied for a TIN and commit to provide a valid TIN within 60 days) in order to open an account with the Fund.

 

Investment Procedures. The following table describes
the procedures for investing in the Fund.

 

How to Open an Account How to Add to Your Account

Through a Financial Intermediary

●  Contact your
financial intermediary using the method that is most convenient for you.

Through a Financial Intermediary

●  Contact your
financial intermediary using the method that is most convenient for you.

By Check

●  Call, write,
or e-mail the Fund for an account application.

●  Complete the
application (and other required documents, if applicable).

●  Mail the Fund
your original application (and other required documents, if applicable) and a check.

By Check

●  Fill out an investment
slip from a confirmation or write the Fund a letter.

●  Write your account
number on your check.

●  Mail the Fund
the investment slip or your letter and the check.

How to Open an Account How to Add to Your Account

By Wire

●  Call, write,
or e-mail the Fund for an account application.

●  Complete the
application (and other required documents, if applicable).

●  Call the Fund
to notify the transfer agent that you are faxing your completed application (and other required documents, if applicable). The
transfer agent will assign you an account number.

●  Mail the Fund
your original application (and other required documents, if applicable).

●  Instruct your
U.S. financial institution to wire money to the Fund.

By Wire

●  Instruct your
U.S. financial institution to wire money to the Fund.

By ACH Payment (for Investor Shares only)

●  Call, write,
or e-mail the Fund for an account application.

●  Complete the
application (and other required documents, if applicable).

●  Call the Fund
to notify the transfer agent that you are faxing your completed application (and other required documents, if applicable). The
transfer agent will assign you an account number.

●  Mail the Fund
your original application (and other required documents, if applicable).

●  The transfer
agent will electronically debit your purchase proceeds from the U.S. financial institution identified on your account application.

●  ACH purchases
are limited to $25,000 per day.

By ACH Payment

●  Call the Fund
to request a purchase by ACH payment.

●  The transfer
agent will electronically debit your purchase proceeds from the U.S. financial institution account identified on your account application.

●  ACH purchases
are limited to $25,000 per day.

 

Systematic Investments. You
may establish a systematic investment plan to automatically invest a specific amount of money (up to $25,000 per day) into your
account on a specified day and frequency not to exceed two investments per month. Payments for systematic investments are automatically
debited from your designated savings or checking account via ACH. Systematic investments must be for at least $100 per occurrence.
If you wish to enroll in a systematic investment plan, complete the appropriate section on the account application. Your signed
account application must be received at least three business days prior to the initial transaction. The Fund may terminate or modify
this privilege at any time. You may terminate your participation in a systematic investment plan by notifying the Fund at least
two days in advance of the next withdrawal.

 

A systematic investment plan is a method
of using dollar cost averaging as an investment strategy that involves investing a fixed amount of money at regular time intervals.
However, a program of regular investment cannot ensure a profit or protect against a loss as a result of declining markets. By
continually investing the same amount, you will be purchasing more shares when the price is lower and fewer shares when the price
is higher. Please call (844) 805-5628 (toll free) for additional information regarding systematic investment plans.

 

Limitations
on Frequent Purchases.
The Board has adopted policies and procedures with respect to frequent purchases and redemptions
of Fund shares by Fund shareholders. It is the Fund’s policy to discourage short-term trading. Frequent trading in the Fund, such
as traders seeking short-term profits from market momentum, time zone arbitrage and other short-term trading strategies may interfere
with the management of the Fund’s portfolio and result in increased administrative and brokerage costs and a potential dilution
in the value of Fund shares. As money is moved in and out, the Fund may incur expenses buying and selling portfolio securities
and these expenses are borne by Fund shareholders. The Fund does not permit market short-term trading and will not knowingly accommodate
trading in Fund shares in violation of these policies.

Focus is placed on identifying redemption
transactions which may be harmful to the Fund or its shareholders if they are frequent. These transactions are analyzed for offsetting
purchases within a predetermined period of time. If frequent trading trends are detected, an appropriate course of action may be
taken. The Fund has broad authority to take discretionary action against market timers and against particular trades. The Fund
reserves the right to cancel, restrict or reject without any prior notice, any purchase order, including transactions representing
excessive trading, transactions that may be disruptive to the management of the Fund’s portfolio, and purchase orders not
accompanied by payment.

 

Because the Fund may receive purchase and
sale orders through financial intermediaries that use omnibus or retirement accounts, the Fund cannot always detect frequent purchases
and redemptions. As a consequence, the Fund’s ability to monitor and discourage abusive trading practices in such accounts may
be limited.

 

The investment in securities of micro or
small capitalization companies may make the Fund more susceptible to market timing, as shareholders may try to capitalize on the
market volatility of such securities and the effect of the volatility on the value of Fund shares.

 

In addition, the sale or exchanges
of Fund shares is subject to a redemption fee of 1.00% of the amount redeemed within 60 days of purchase. This redemption
fee, which may discourage frequent trading by investors, offsets costs the Fund may incur as a result of redemptions related
to market timing. See “Selling Shares – Redemption Fee” for additional information.

 

The Fund reserves the right to refuse any
purchase including exchange requests, particularly those requests that could adversely affect the Fund or its operations.

 

Canceled or Failed Payments. The
Fund accepts checks and ACH payments at full value subject to collection. If the Fund does not receive your payment for shares
or you pay with a check or ACH payment that does not clear, your purchase will be canceled within two business days of notification
from your bank that your funds did not clear. You will be responsible for any actual losses and expenses incurred by the Fund or
the transfer agent. The Fund and its agents have the right to reject or cancel any purchase request due to non-payment.

 

Selling Shares

 

Redemption orders received in good order
will be processed at the next calculated NAV. The Fund typically expects to pay shareholder redemption requests, including during
stressed market conditions, within one business day of receipt of the request in good order and may seek to meet such redemption
requests through one or more of the following methods: sales of portfolio assets, use of cash or cash equivalents held in the Fund’s
portfolio, and/or redemptions in kind, as permitted by applicable rules and regulations. The right of redemption may not be suspended
for more than seven days after the tender of Fund shares, except for any period during which (1) the NYSE is closed (other than
customary weekend and holiday closings) or the Securities and Exchange Commission (the “SEC”) determines that trading
thereon is restricted, (2) an emergency (as determined by the SEC) exists as a result of which disposal by the Fund of its securities
is not reasonably practicable or as a result of which it is not reasonably practicable for the Fund to determine fairly the value
of its net assets, or (3) the SEC has entered a suspension order for the protection of the shareholders of the Fund.

 

The Fund will not issue shares until payment
is received. If redemption is sought for shares for which payment has not been received, the Fund will delay sending redemption
proceeds until payment is received, which may be up to 15 calendar days.

 

How to Sell Shares from Your Account

Through a Financial Intermediary

●  If you purchased
shares through your financial intermediary, your redemption order must be placed through the same financial intermediary.

How to Sell Shares from Your Account

By Mail

●  Prepare a written
request including:

●  your name(s)
and signature(s);

●  your account
number;

●  the Fund name
and class;

●  the dollar amount
or number of shares you want to sell;

●  how and where
to send the redemption proceeds;

●  a Medallion Signature
Guarantee (if required); and

●  other documentation
(if required).

●  Mail the Fund
your request and documentation.

By Telephone

●  Call the Fund
with your request, unless you declined telephone redemption privileges on your account application.

●  Provide the following
information:

●  your account
number;

●  the exact name(s)
in which the account is registered; and

●  an additional
form of identification.

●  Redemption proceeds
will be mailed to you by check or electronically credited to your account at the U.S. financial institution identified on your
account application.

By Systematic Withdrawal

●  Complete the
systematic withdrawal section of the application.

●  Attach a voided
check to your application.

●  Mail the completed
application to the Fund.

●  Redemption proceeds
will be mailed to you by check or electronically credited to your account at the U.S. financial institution identified on your
account application.

 

Wire Redemption Privileges. You
may redeem your shares with proceeds payable by wire unless you declined wire redemption privileges on your account application.
The minimum amount that may be redeemed by wire is $5,000.

 

Telephone Redemption Privileges.
You may redeem your shares by telephone, unless you declined telephone redemption privileges on your account application.
You may be responsible for an unauthorized telephone redemption order as long as the transfer agent takes reasonable measures to
verify that the order is genuine. Telephone redemption orders may be difficult to complete during periods of significant economic
or market activity. If you are not able to reach the Fund by telephone, you may mail us your redemption order.

 

Systematic Withdrawals. You
may establish a systematic withdrawal plan to automatically redeem a specific amount of money or shares from your account on a
specified day and frequency not to exceed one withdrawal per month. Payments for systematic withdrawals are sent by check to your
address of record, or if you so designate, to your bank account by ACH payment. To establish a systematic withdrawal plan, complete
the systematic withdrawal section of the account application. The plan may be terminated or modified by a shareholder or the Fund
at any time without charge or penalty. You may terminate your participation in a systematic withdrawal plan at any time by contacting
the Fund sufficiently in advance of the next withdrawal.

 

A withdrawal under a systematic withdrawal
plan involves a redemption of Fund shares and may result in a gain or loss for federal income tax purposes. Please call (844) 805-5628
(toll free) for additional information regarding systematic withdrawal plans.

 

Signature
Guarantee Requirements.
To protect you and the Fund against fraud, signatures on certain requests must have a Medallion
Signature Guarantee. A Medallion Signature Guarantee verifies the authenticity of your signature. You may obtain a Medallion Signature
Guarantee from most banking institutions or securities brokers but not from a notary public. Written instructions signed by all
registered shareholders with a Medallion Signature Guarantee for each shareholder are required for any of the following:

written requests to redeem $100,000 or more;
changes to a shareholder’s record name or account registration;
paying redemption proceeds from an account for which the address has changed within the last 30
days;
sending redemption and distribution proceeds to any person, address or financial institution account
not on record;
sending redemption and distribution proceeds to an account with a different registration (name
or ownership) from your account; and
adding or changing ACH or wire instructions, the telephone redemption or exchange option or any
other election in connection with your account.

 

The Fund reserves the right to require Medallion Signature Guarantees
on all redemptions.

 

Redemption Fee. If you redeem
your shares in the Fund within 60 days of purchase, you will be charged a 1.00% redemption fee. The fee is charged for the benefit
of the Fund’s remaining shareholders and will be paid to the Fund to help offset transaction costs. To calculate the redemption
fee (after first redeeming any shares associated with reinvested distributions), the Fund will use the first-in, first-out (FIFO)
method to determine the holding period. Under this method, the date of the redemption will be compared with the earliest purchase
date of shares in the account.

 

The following redemptions may be exempt
from application of the redemption fee if you request the exemption at the time the redemption request is made:

 

redemption of shares in a deceased shareholder’s account;
redemption of shares in an account of a disabled individual (disability of the shareholder as determined
by the Social Security Administration);
redemption of shares purchased through a dividend reinvestment program;
redemption of shares pursuant to a systematic withdrawal plan;
redemptions in a qualified retirement plan under section 401(a) of the Internal Revenue Code of
1986, as amended (“IRC”) or a plan
operating consistent with Section 403(b) of the IRC; and
redemptions from share transfers, rollovers, re-registrations within the same fund or conversions
from one share class to another within the Fund, if applicable.

 

The Fund may require appropriate documentation of eligibility
for exemption from application of the redemption fee.

 

Certain financial intermediaries that collect
a redemption fee on behalf of the Fund may not recognize one or more of the exceptions to the redemption fee listed above. Financial
intermediaries may not be able to assess a redemption fee under certain circumstances due to operational limitations (i.e.,
on the Fund’s shares transferred to the financial intermediary and subsequently liquidated). Customers purchasing shares
through a financial intermediary should contact the financial intermediary or refer to the customer’s account agreement or
plan document for information about how the redemption fee is treated. If a financial intermediary that maintains an account with
the transfer agent for the benefit of its customers collects a redemption fee for the Fund, no redemption fee will be charged directly
to the financial intermediary’s account by the Fund. Certain financial intermediaries that operate omnibus accounts may waive
the redemption fee, subject to approval of a Fund officer.

 

Small Account Balances. If
the value of your account falls below the minimum account balances in the following table, the Fund may ask you to increase your
balance. If the account value is still below the minimum balance after 60 days, the Fund may close your account and send you the
proceeds. The Fund will not close your account if it falls below these amounts solely as a result of Fund performance.

 

Minimum Account Balance Institutional Shares Investor Shares
Standard Accounts $2,500 $2,500
Retirement Accounts $2,500 $2,500

 

Redemptions
in Kind.
Redemption proceeds normally are paid in cash. Consistent with an election filed with the SEC, under certain
circumstances, the Fund may pay redemption proceeds in portfolio securities rather than in cash pursuant to procedures adopted
by the Board. However, if the Fund redeems shares in this manner, the shareholder assumes the

risk of, among other things, a subsequent
change in the market value of those securities and the costs of liquidating the securities (such as brokerage costs and taxable
gains). In kind redemptions may be satisfied using illiquid securities held in the Fund’s portfolio, in which case the shareholder
will assume the risks associated with such illiquid securities, including the possibility of a lack of a liquid market for those
securities. In kind redemptions may take the form of a pro rata portion of the Fund’s portfolio, individual securities, or
a representative basket of securities. Please see the SAI for more details on redemptions in kind.

 

Lost Accounts. The transfer
agent will consider your account lost if correspondence to your address of record is returned as undeliverable on two consecutive
occasions, unless the transfer agent determines your new address. When an account is lost, all distributions on the account will
be reinvested in additional shares of the Fund. In addition, the amount of any outstanding check (unpaid for six months or more)
and checks that have been returned to the transfer agent may be reinvested at the current NAV, and the checks will be canceled.
However, checks will not be reinvested into accounts with a zero balance but will be held in a different account. Any of your unclaimed
property may be transferred to the state of your last known address if no activity occurs in your account within the time period
specified by that state’s law.

 

Distribution and Shareholder Service
Fees.
The Trust has adopted a Rule 12b-1 plan under which the Fund pays the Distributor a fee up to 0.25% of the average
daily net assets of Investor Shares for distribution services and/or the servicing of shareholder accounts.

 

Because the Investor Shares may pay distribution
fees on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other
types of sales charges. The Distributor may pay any fee received under the Rule 12b-1 plan to the Adviser or other financial intermediaries
that provide distribution and shareholder services with respect to Investor Shares.

 

In addition to paying fees under the Rule
12b-1 plan, the Fund may pay service fees to financial intermediaries for administration, recordkeeping and other shareholder services
associated with shareholders whose shares are held of record in omnibus accounts, other group accounts or accounts traded through
registered securities clearing agents. If the Fund pays shareholder service fees on an ongoing basis, over time these fees will
increase the cost of your investment.

 

Retirement Accounts

 

You may invest in shares of the Fund
through an IRA, including traditional and Roth IRAs, also known as a “Qualified Retirement Account.” The Fund may
also be appropriate for other retirement plans, such as 401(k) plans. Before investing in an IRA or other retirement account,
you should consult your tax advisor. Whenever making an investment in an IRA or certain retirement plans, be sure to indicate
the year to which the contribution is attributed.

OTHER INFORMATION

 

Distributions and Dividend Reinvestments.
The Fund declares dividends from net investment income and pays them annually. Any net capital gains realized by the Fund
are distributed at least annually. The Fund may distribute such income dividends and capital gains more frequently, if necessary,
in order to reduce or eliminate federal excise or income taxes on the Fund. The amount of any distribution will vary, and there
is no guarantee the Fund will pay either an income dividend or a capital gains distribution.

 

Most investors typically have their income
dividends and capital gain distributions (each a “distribution”) reinvested in additional shares of the distributing
class of the Fund. If you choose this option, or if you do not indicate any choice, your distributions will be reinvested. Alternatively,
you may choose to have your distributions of $10 or more sent directly to your bank account or paid to you by check. However, if
a distribution is less than $10, your proceeds will be reinvested. If five or more of your distribution checks remain uncashed
after 180 days, all subsequent distributions may be reinvested. For federal income tax purposes, distributions to non-qualified
retirement accounts are treated the same whether they are received in cash or reinvested.

 

Annual Statements. Each year,
the Fund will send you an annual statement (Form 1099) of your account activity to assist you in completing your federal, state
and local tax returns. Distributions declared in December to shareholders of record in such month, but paid in January, are taxable
as if they were paid in December. Prior to issuing your statement, the Fund makes every effort to reduce the number of corrected
forms mailed to you. However, if the Fund finds it necessary to reclassify its distributions or adjust the cost basis of any Covered
Shares (defined below) sold or exchanged after you receive your tax statement, the Fund will send you a corrected Form 1099.

 

Taxes. The Fund has elected
and intends to qualify, each year as a regulated investment company and, as such, generally is not subject to entity level tax
on the income and gain it distributes to shareholders. The Fund intends to operate in a manner such that it will not be liable
for federal income or excise taxes.

 

The Fund’s distributions of net investment
income and the excess of net short-term capital gain over net long-term capital loss are taxable to you as ordinary income, except
as noted below. The Fund’s distributions of net capital gain (that is, the excess of net long-term capital gain over net
short-term capital loss), if any, are taxable to you as long-term capital gain, regardless of how long you have held your shares.
Distributions also may be subject to state and local income taxes. Some Fund distributions also may include a nontaxable return
of capital. Return of capital distributions reduce your tax basis in your Fund shares and are treated as gain from the sale of
the shares to the extent they exceed your basis.

 

The Fund expects, based on its investment
objective and strategies, that its distributions, if any, will be taxable as ordinary income, capital gains, or some combination
of both. This is true whether you reinvest your distributions in additional Fund shares or receive them in cash.

 

If the Fund qualifies to pass through to
you the tax benefits from foreign taxes it pays on its investments, and elects to do so, then any foreign taxes it pays on these
investments may be passed through to you as a foreign tax credit.

 

The Fund’s dividends attributable
to its “qualified dividend income” (i.e., dividends received on stock of most domestic and certain foreign corporations
with respect to which the Fund satisfies certain holding period and other restrictions) generally will be subject to federal income
tax for individual and certain other non-corporate shareholders who satisfy those restrictions with respect to their Fund shares
at the rates for net capital gain − a maximum rate of 15% or 20%, depending on a shareholder’s level of taxable income
and the shareholder’s filing status. A portion of the Fund’s dividends also may be eligible for the dividends-received
deduction allowed to corporations. The eligible portion may not exceed the aggregate dividends the Fund receives from domestic
corporations subject to federal income tax (thus excluding real estate investment trusts) and excludes dividends from foreign corporations
− subject to similar restrictions.

 

At the time you
purchase your Fund shares, the Fund’s NAV may reflect undistributed income, undistributed capital gains, or net unrealized
appreciation in the value of portfolio securities held by the Fund. For taxable investors, a

subsequent distribution to you of such
amounts, although constituting a return of your investment, would be taxable. A distribution reduces the NAV of Fund shares by
the amount of the distribution.

 

The sale (redemption) of Fund shares
is generally taxable for federal income tax purposes. You will recognize a gain or loss on the transaction equal to the difference,
if any, between the amount of your net redemption proceeds and your tax basis in the redeemed Fund shares. The gain or loss will
be capital gain or loss if you held your Fund shares as capital assets. Any capital gain or loss will be treated as long-term capital
gain or loss if you held the Fund shares for more than one year at the time of the redemption and any such gain may be taxed to
individual and certain other non-corporate shareholders. Long-term capital gain rates applicable to individuals are taxed at the
15% or 20% maximum federal income tax rates mentioned above or 25% depending on the nature of the capital gain. Any capital loss
arising from the redemption of Fund shares held for six months or less, however, will be treated as long-term capital loss to the
extent of the amount of net capital gain distributions with respect to those shares.

 

The Fund is required to withhold
federal income tax at the rate of 24% on all distributions and redemption proceeds (regardless of the extent to which you realize
gain or loss) otherwise payable to you (if you are an individual or certain other non-corporate shareholder) if you fail to provide
the Fund with your correct TIN or to make required certifications, or if you have been notified by the Internal Revenue Service
(“IRS”) that you are subject to backup withholding. Backup withholding is not an additional tax, and any amounts withheld
may be credited against your federal income tax liability once you provide the required information or certification.

 

Fund distributions and gains from the sale or exchange of your
Fund shares generally are subject to state and local taxes.

 

The Fund (or its administrative
agent) is required to report to you and the IRS annually on Form 1099-B not only the gross proceeds of Fund shares you sell or
redeem but also the cost basis of Fund shares you sell or redeem where the cost basis of the shares is known by the Fund (“Covered
Shares”). Cost basis will be calculated using the Fund’s default method, which is first-in first-out, unless you instruct
the Fund in writing to use a different acceptable method for basis determination (e.g., average basis or specific identification
method). The basis determination method a Fund shareholder elects may not be changed with respect to a redemption of Covered Shares
after the settlement date of the redemption. Fund shareholders should consult with their tax advisors to determine the best IRS-accepted
basis determination method for their tax situation and to obtain more information about how the basis reporting law applies to
them.

 

An additional 3.8% Medicare tax
is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from the Fund
and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent
that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income”
(in the case of an estate or trust) exceeds a threshold amount. This tax, if applicable, is reported by you on, and paid with,
your federal income tax return and is in addition to any other taxes due on the income described in this paragraph. Shareholders
should consult their own tax advisors regarding the effect, if any, this provision may have on their investment in Fund shares.

 

Fund shares are generally not sold
outside the United States. Non-U.S. investors should be aware that U.S. withholding at a 30% or lower treaty tax rate, special
tax certification requirements to avoid U.S. backup withholding and claim any treaty benefits, and U.S. estate taxes, may apply
to any investment in the Fund.

 

For further information about the tax effects of investing in
the Fund, please see the SAI.

 

This discussion of distributions
and taxes is not intended or written to be used as tax advice. Because everyone’s tax situation is unique, you should consult
your tax professional about federal, state, local, or foreign tax consequences before making an investment in the Fund.

 

Organization.
The Trust is a Delaware statutory trust, and the Fund is a series thereof. The Fund does not expect to hold shareholders’
meetings unless required by federal or Delaware law. Shareholders of each series of the Trust are entitled

to vote at shareholders’ meetings
unless a matter relates only to a specific series (such as the approval of an advisory agreement for the Fund). From time to time,
large shareholders may control the Fund or the Trust.

 

Additional Information. The
Trust enters into contractual arrangements with various parties, including, among others, the Fund’s Adviser, Subadviser(s)
(if applicable), custodian, principal underwriter and transfer agent who provide services to the Fund. Shareholders are not parties
to any such contractual arrangements or intended beneficiaries of those contractual arrangements, and those contractual arrangements
are not intended to create in any shareholder any right to enforce them against the service providers or to seek any remedy under
them against the service providers, either directly or on behalf of the Trust.

 

This Prospectus
provides information concerning the Fund that you should consider in determining whether to purchase Fund shares. Neither this
Prospectus, the SAI nor any other communication to shareholders is intended, or should be read, to be or give rise to an agreement
or contract between the Trust, its trustees or any series of the Trust, including the Fund, and any investor, or to give rise
to any rights in any shareholder or other person other than any rights under federal or state law that may not be waived.

FINANCIAL HIGHLIGHTS

 

The financial highlights table is intended
to help you understand the Fund’s financial performance for the period of each Fund’s operations. Certain information
reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have
earned or lost on an investment in the Fund, assuming reinvestment of all dividends and distributions.

 

The information
for the fiscal year ended June 30, 2023 has been audited by Cohen & Company, Ltd., the Fund’s independent registered public
accounting firm, whose report, along with the Fund’s financial statements, are included in the annual report dated June 30, 2023,
which is available upon request. Prior fiscal years were audited by BBD, LLP, the Fund’s prior independent registered public accounting
firm.

 

These financial highlights reflect selected data for a share
outstanding throughout each year.

 

    For the Years Ended June 30,  
    2023     2022     2021     2020     2019  
INSTITUTIONAL SHARES                                        
NET ASSET VALUE, Beginning of Year   $ 11.53     $ 16.75     $ 8.76     $ 10.05     $ 14.17  
INVESTMENT OPERATIONS                                        
Net investment loss (a)     (0.03 )     (0.06 )     (0.05 )     (0.05 )     (0.09 )
Net realized and unrealized gain (loss)     1.60‌       (3.91 )     8.04‌       (1.23 )     (1.46 )
Total from Investment Operations     1.57‌       (3.97 )     7.99‌       (1.28 )     (1.55 )
DISTRIBUTIONS TO SHAREHOLDERS FROM                                        
Net realized gain     (0.73 )     (1.25 )     –‌       (0.01 )     (2.57 )
Total Distributions to Shareholders     (0.73 )     (1.25 )     –‌       (0.01 )     (2.57 )
REDEMPTION FEES(a)     0.00 (b)     0.00 (b)     0.00 (b)     0.00 (b)     0.00 (b)
NET ASSET VALUE, End of Year   $ 12.37     $ 11.53     $ 16.75     $ 8.76     $ 10.05  
TOTAL RETURN     14.04 %     (25.17 )%     91.21 %     (12.75 )%     (9.68 )%
                                         
RATIOS/SUPPLEMENTARY DATA                                        
Net Assets at End of Year (000s omitted)   $ 62,883     $ 47,078     $ 66,416     $ 40,483     $ 77,663  
Ratios to Average Net Assets:                                        
Net investment loss     (0.23 )%     (0.41 )%     (0.36 )%     (0.47 )%     (0.78 )%
Net expenses     1.50 %     1.50 %     1.50 %     1.70 %     1.70 %
Gross expenses (c)     2.05 %     2.00 %     2.08 %     2.03 %     1.87 %
PORTFOLIO TURNOVER RATE     56 %     61 %     78 %     74 %     108 %

 

(a) Calculated based on average shares outstanding during each
year.
(b) Less than $0.01 per share.
(c) Reflects the expense ratio excluding any waivers and/or
reimbursements.

ACUITAS US MICROCAP
FUND

Institutional Shares
(AFMCX)

Investor Shares

 

Annual and Semi-Annual Reports

Additional information about the Fund’s investments
is available in the Fund’s annual and semi-annual reports to shareholders. In the Fund’s annual report, you will find a discussion
of the market conditions and investment strategies that significantly affected the Fund’s performance during its last fiscal year.

 

Statement of Additional Information
(“SAI”)

The SAI provides additional information about the Fund
and is incorporated by reference into, and is legally part of, this Prospectus.

 

Contacting the Fund

You may obtain free copies of the annual and semi-annual
reports and the SAI, request other information and discuss your questions about the Fund by contacting the Fund at:

 

Acuitas Funds

P.O. Box 588

Portland, Maine 04112

[email protected]

 

The Fund’s Prospectus, SAI and annual and semi-annual
reports are available, without charge, on the Adviser’s website at: www.acuitasfunds.com.

 

Securities and Exchange Commission
Information

Fund information, including copies of the annual and
semi-annual reports and the SAI, is available on the SEC’s EDGAR database website at www.sec.gov.

 

You may also obtain copies of this information, for
a duplication fee, by sending an email request to publicinfo@sec. gov.

 

220-PRU-1123

 

Distributor

Foreside Fund Services,
LLC, a wholly owned subsidiary of Foreside Financial Group, LLC (d/b/a ACA Group)

www.acaglobal.com

 

Investment Company Act File No. 811-22842

 

 

STATEMENT
OF ADDITIONAL INFORMATION

 

November
1, 2023

 

Acuitas
US Microcap Fund

Institutional
Shares (AFMCX)

Investor
Shares

 

Investment
Adviser

 

Acuitas
Investments, LLC

520
Pike Street, Suite 1221

Seattle,
WA 98101

 

Account
Information and Shareholder Services

 

Acuitas
Funds

P.O.
Box 588

Portland,
Maine 04112

(844)
805-5628 (toll free)

[email protected]

 

This
Statement of Additional Information (the “SAI”) supplements the prospectus dated November 1, 2023, as it may be amended
from time to time (the “Prospectus”), offering Institutional Shares and Investor Shares of the Acuitas US Microcap
Fund (The Fund), a separate series of Forum Funds II (the “Trust”). This SAI is not a prospectus and should only be
read in conjunction with the Prospectus. You may obtain the Prospectus without charge by contacting Atlantic Fund Administration,
LLC (d/b/a Apex Fund Services) (“Apex Fund Services”, “Apex” or “Administrator”), a wholly
owned subsidiary of Apex US Holdings LLC, at the address, telephone number or e-mail address listed above. This SAI is incorporated
by reference into the Fund’s Prospectus. In other words, it is legally a part of the Prospectus.

 

Financial
statements for the Fund for the year ended June 30, 2023 are included in the Annual Report to shareholders and are incorporated
into this SAI by reference. Copies of the Fund’s Annual Report and Semi-Annual Report may be obtained without charge and upon
request, by contacting Apex Fund Services at the address, telephone number or e-mail address listed above.

TABLE OF CONTENTS  
KEY
DEFINED TERMS
1
INVESTMENT
POLICIES AND RISKS
2
INVESTMENT
LIMITATIONS
11
BOARD
OF TRUSTEES, MANAGEMENT AND SERVICE PROVIDERS
13
A. Board
of Trustees
13
B. Principal
Officers of the Trust
16
C. Ownership
of Securities of the Adviser and Related Companies
16
D. Information
Concerning Trust Committees
16
E. Compensation
of Trustees and Officers
17
F. Investment
Adviser
17
G. Distributor 20
H. Other
Fund Service Providers
21
PORTFOLIO
TRANSACTIONS
23
A. How
Securities are Purchased and Sold
23
B. Commissions
Paid
23
C. Adviser
Responsibility for Purchases and Sales and Choosing Broker-Dealers
23
D. Counterparty
Risk
24
E. Transactions
through Affiliates
24
F. Other
Accounts of the Adviser
24
G. Portfolio
Turnover
24
H. Securities
of Regular Broker-Dealers
24
I. Portfolio
Holdings
24
PURCHASE
AND REDEMPTION INFORMATION
26
A. General
Information
26
B. Additional
Purchase Information
26
C. Additional
Redemption Information
26
TAXATION 28
A. Qualification
for Treatment as a Regulated Investment Company
28
B. Fund
Distributions
30
C. Certain
Tax Rules Applicable to Fund Transactions
32
D. Federal
Excise Tax
35
E. Redemption
of Shares
35
F. State
and Local Taxes
36
G. Backup
Withholding
36
H. Foreign
Income Tax
36
I. Non-U.S.
Investors
37
OTHER
MATTERS
38
A. The
Trust and its Shareholders
38
B. Fund
Ownership
39
C. Limitations
on Shareholders’ and Trustees’ Liability
39
D. Proxy
Voting Procedures
40
E. Code
of Ethics
40
F. Registration
Statement
40
G. Financial
Statements
40
APPENDIX
A – DESCRIPTION OF SECURITIES RATINGS
A-1
APPENDIX
B – MISCELLANEOUS TABLES
B-1
APPENDIX
C – TRUST PROXY VOTING PROCEDURES
C-1
APPENDIX
D – ADVISER AND SUBADVISER PROXY VOTING PROCEDURES
D-1

KEY
DEFINED TERMS

 

As
used in this SAI, the following terms have the meanings listed.

 

“1933
Act” means the Securities Act of 1933, as amended, including rules, regulations, SEC interpretations, and any exemptive
orders or interpretive relief promulgated thereunder.

 

“1940
Act” means the Investment Company Act of 1940, as amended, including rules, regulations, SEC interpretations, and any exemptive
orders or interpretive relief promulgated thereunder.

 

“Adviser”
means Acuitas Investments, LLC, the Fund’s investment adviser.

 

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

 

“CFTC”
means the U.S. Commodity Futures Trading Commission.

 

“Independent
Trustees” means trustees who are not interested persons of the Trust, as defined in Section 2(a)(19) of the 1940 Act.

 

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

 

“IRS”
means the Internal Revenue Service.

 

“NAV”
means net asset value per share.

 

“RIC”
means a regulated investment company under Subchapter M of the IRC.

 

“SEC”
means the U.S. Securities and Exchange Commission.

 

“Subadviser”
means each of AltraVue Capital, LLC; Bridge City Capital, LLC; ClariVest Asset Management, LLC; Granahan Investment Management,
Inc.; Meros Investment Management, L.P.; and Tieton Capital Management, LLC, the Fund’s subadvisers.

INVESTMENT
POLICIES AND RISKS

 

The
Fund is a diversified open-ended series of the Trust. This section supplements, and should be read in conjunction with, the Prospectus.
Please see the Prospectus for a discussion of the Fund’s investment objective, principal investment strategies and principal
risks of investing in the Fund. That said, the following paragraphs provide more detail regarding the fund’s investment
policies and the associated risks.

 

Security
Ratings Information

 

The
Fund’s investments in fixed-income will be rated investment grade at the time of purchase and are therefore subject to
the credit risk relating to the financial condition of the issuers of the securities. The Fund also may invest in investment
grade debt securities, including corporate debt obligations, U.S. Government Securities, and variable and floating rate securities.
Investment grade means the securities are rated in the top four long-term rating categories or unrated and determined by the Adviser
to be of comparable quality.

 

The
lowest ratings that are investment grade for corporate bonds, including convertible securities, are “Baa” in the case
of Moody’s Investors Service, Inc. (“Moody’s”) and “BBB” in the cases of Standard & Poor’s
Financial Services, LLC, a division of the McGraw-Hill Companies, Inc. (“S&P”) and Fitch, Inc. (“Fitch”);
for preferred stock the lowest ratings are “Baa” in the case of Moody’s and “BBB” in the cases of
S&P and Fitch. Non-investment grade fixed-income securities (commonly known as “junk bonds”) have significant
speculative characteristics and generally involve greater volatility of price than investment grade securities. Unrated securities
may not be as actively traded as rated securities. The Fund may retain securities whose ratings have declined below the lowest
permissible rating category (or that are unrated and determined by the Adviser to be of comparable quality to securities whose
ratings have declined below the lowest permissible rating category) if the Adviser determines that retaining such security is
in the best interests of the Fund. The Fund’s investments in preferred stock and convertible securities will be subject
to credit, volatility, and liquidity risks of the issuers’ securities that are non-investment grade or which may be unrated.

 

Moody’s,
S&P, Fitch and other organizations provide ratings of the credit quality of debt obligations, including convertible securities.
A description of the range of ratings assigned to various types of bonds and other securities is included in Appendix A to this
SAI. The Adviser may use these ratings to determine whether to purchase, sell or hold a security. Ratings are general and are
not absolute standards of quality. Credit ratings attempt to evaluate the safety of principal and interest payments and do not
evaluate the risks of fluctuations in market value. An issuer’s current financial condition may be better or worse than
a rating indicates.

 

Equity
Securities

 

Common
and Preferred Stock.
The Fund may invest in common and preferred stock. Common stock represents an ownership interest in a
company and usually possesses voting rights and earns dividends. Dividends on common stock are not fixed but are declared at
the discretion of the issuer. Common stock generally represents the riskiest investment in a company. In addition, common stock
generally has the greatest appreciation and depreciation potential because increases and decreases in earnings are usually reflected
in a company’s common stock price. Preferred stock is a class of stock having a preference over common stock as to the payment
of dividends or the recovery of investment should a company be liquidated, although preferred stock is usually junior to the debt
securities of the issuer. Preferred stock typically does not possess voting rights. Preferred stock is subject to the risks associated
with other types of equity securities, as well as additional risks, such as credit risk, interest rate risk, potentially greater
volatility and risks related to deferral, non-cumulative dividends, subordination, liquidity, limited voting rights, and special
redemption rights.

 

The
fundamental risk of investing in common and preferred stock is the risk that the value of the stock might decrease. Stock values
fluctuate in response to the activities of an individual company or in response to general market and/or economic conditions.
Historically, common stocks have provided greater long-term returns and have entailed greater short-term risks than preferred
stocks, fixed-income securities and money market investments. The market value of all securities, including common and preferred
stocks, is based upon the market’s perception of value and not necessarily the book value of an issuer or other objective
measure of a company’s worth. If you invest in the Fund, you should be willing to accept the risks of the stock market and
should consider an investment in the Fund only as a part of your overall investment portfolio.

 

Convertible
Securities.
The Fund may invest in convertible securities. Convertible securities include fixed-income securities, preferred
stock or other securities that may be converted into or exchanged for a given amount of common stock of the same or a different
issuer during a specified period and at a specified price in the future. A convertible security entitles the

holder
to receive interest on debt or the dividend on preferred stock until the convertible security matures or is redeemed, converted
or exchanged.

 

Convertible
securities rank senior to common stock in a company’s capital structure but are usually subordinated to comparable
non-convertible securities. Convertible securities have unique investment characteristics in that they generally: (1) have higher yields than the underlying common stock, but lower yields than comparable non-convertible securities; (2) are
less subject to fluctuation in value than the underlying common stock since they have fixed-income characteristics; and (3)
provide the potential for capital appreciation if the market price of the underlying common stock increases.

 

A
convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security’s
governing instrument. If a convertible security is called for redemption, the Fund will be required to permit the issuer to redeem
the security, convert it into the underlying common stock or sell it to a third party.

 

Investment
in convertible securities generally entails less risk than an investment in the issuer’s common stock. Convertible securities
are typically issued by smaller capitalization companies whose stock price may be volatile. Therefore, the price of a convertible
security may reflect variations in the price of the underlying common stock in a way that non-convertible debt does not. The extent
to which such risk is reduced, however, depends in large measure upon the degree to which the convertible security sells above
its value as a fixed-income security.

 

Warrants.
The Fund may invest in warrants. Warrants are securities, typically issued with preferred stock or bonds that give the holder
the right to purchase a given number of shares of common stock at a specified price and time. The price usually represents a
premium over the applicable market value of the common stock at the time of the warrant’s issuance. Warrants have no voting
rights with respect to the common stock, receive no dividends and have no rights with respect to the assets of the issuer.

 

Investments
in warrants involve certain risks, including the possible lack of a liquid market for the resale of the warrants, potential price
fluctuations due to adverse market conditions or other factors and failure of the price of the common stock to rise. If the warrant
is not exercised within the specified time period, it becomes worthless.

 

Fixed-Income
Securities

 

The
Fund may invest in debt securities including corporate debt obligations, U.S. Government Securities, and variable and floating
rate securities.

 

Corporate
Debt Obligations.
Corporate debt obligations include corporate bonds, debentures, notes, commercial paper and other similar
corporate debt instruments. Companies use these instruments to borrow money from investors. The issuer pays the investor a fixed
or variable rate of interest and must repay the amount borrowed at maturity. Commercial paper (short-term unsecured promissory
notes) is issued by companies to finance their current obligations and normally has a maturity of less than nine months. In addition,
the Fund may invest in corporate debt securities registered and sold in the United States by foreign issuers (Yankee bonds) and
those sold outside the United States by foreign or U.S. issuers (Eurobonds). The Fund may only invest in commercial paper that
is rated in one of the two highest short-term rating categories by an organization providing ratings or, if unrated, is judged
by the Adviser to be of comparable quality.

 

Financial
Institution Obligations.
Obligations of financial institutions include, among other things, negotiable certificates of deposit
and bankers’ acceptances. The Fund may invest in negotiable certificates of deposit and bankers’ acceptances issued
by commercial banks doing business in the United States that have, at the time of investment, total assets in excess of one billion
dollars and are insured by the Federal Deposit Insurance Corporation.

 

Certificates
of deposit represent an institution’s obligation to repay funds deposited with it that earn a specified interest rate over
a given period. Bankers’ acceptances are negotiable obligations of a bank to pay a draft, which has been drawn by a customer,
and are usually backed by goods in international trade. Certificates of deposit, which are payable at the stated maturity date
and bear a fixed rate of interest, generally may be withdrawn on demand by the Fund but may be subject to early withdrawal penalties
which could reduce its performance.

 

U.S.
Government Securities.
The Fund may invest in U.S. Government Securities. The Fund considers U.S. Government Securities to
include: (1) U.S. Treasury obligations (which differ only in their interest rates and maturities), (2) obligations issued or guaranteed
by U.S. Government agencies and instrumentalities that are backed by the full faith and credit of the U.S. Government (such as
securities issued by the Federal Housing Administration (“FHA”), Government National Mortgage Association (“GNMA”),
the Department of Housing and Urban Development, the Export-Import Bank, the

General Services Administration and the Maritime
Administration and certain securities issued by the FHA and the Small Business Administration) and (3) securities that are guaranteed
by agencies or instrumentalities of the U.S. Government but are not backed by the full faith and credit of the U.S. Government
(such as the Federal National Mortgage Association (“FNMA”), the Federal Home Loan Mortgage Corporation (“FHLMC”)
or the Federal Home Loan Banks). These U.S. Government-sponsored entities, which although chartered and sponsored by Congress,
are not guaranteed nor insured by the U.S. Government. They are supported by the credit of the issuing agency, instrumentality
or corporation. The range of maturities of U.S. Government Securities is usually three months to thirty years. In general, the
U.S. Government Securities tend to carry more interest rate risk than corporate bonds with similar maturities.

 

In
September 2008, the Treasury and FHFA announced that FNMA and FHLMC had been placed in conservatorship. Since that time, FNMA
and FHLMC have received significant capital support through Treasury preferred stock purchases, as well as Treasury and Federal
Reserve purchases of their mortgage -backed securities. The FHFA and the U.S. Treasury (through its agreement to purchase FNMA
and FHLMC preferred stock) have imposed strict limits on the size of their mortgage portfolios. While the mortgage-backed securities
purchase programs ended in 2010, the Treasury continued its support for the entities’ capital as necessary to prevent a
negative net worth through at least 2012. When a credit rating agency downgraded long-term U.S. Government debt in August 2011,
the agency also downgraded FNMA and FHLMC’s bond ratings, from AAA to AA+, based on their direct reliance on the U.S. Government
(although that rating did not directly relate to their mortgage-backed securities). From the end of 2007 through the first quarter
of 2014, FNMA and FHLMC required Treasury support of approximately $187.5 billion through draws under the preferred stock purchase
agreements. However, they have paid $203 billion in senior preferred dividends to the Treasury over the same period. FNMA did
not require any draws from Treasury from the fourth quarter of 2011 through the second quarter of 2014. Similarly, FHLMC did not
require any draws from Treasury from the first quarter of 2012 through the second quarter of 2014. In April 2014, FHFA projected
that FNMA and FHLMC would require no additional draws from Treasury through the end of 2015. However, FHFA also conducted a stress
test mandated by the Dodd-Frank Act, which suggested that in a “severely adverse scenario” additional Treasury support
of between $84.4 billion and $190 billion (depending on the treatment of deferred tax assets) might be required. No assurance
can be given that the Federal Reserve or the Treasury will ensure that FNMA and FHLMC remain successful in meeting their obligations
with respect to the debt and mortgage-backed securities that they issue.

 

In
addition, the problems faced by FNMA and FHLMC, resulting in their being placed into federal conservatorship and receiving significant
U.S. Government support, have sparked serious debate among federal policymakers regarding the continued role of the U.S. Government
in providing liquidity for mortgage loans. In December 2011, Congress enacted the Temporary Payroll Tax Cut Continuation Act of
2011 which, among other provisions, requires that FNMA and FHLMC increase their single-family guaranty fees by at least 10 basis
points and remit this increase to the Treasury with respect to all loans acquired by FNMA or FHLMC on or after April 1, 2012 and
before January 1, 2022. Serious discussions among policymakers continue, however, as to whether FNMA and FHLMC should be nationalized,
privatized, restructured or eliminated altogether. FNMA reported in the second quarter of 2014 that there was “significant
uncertainty regarding the future of our company, including how long the company will continue to exist in its current form, the
extent of our role in the market, what form we will have, and what ownership interest, if any, our current common and preferred
stockholders will hold in us after the conservatorship is terminated and whether we will continue to exist following conservatorship.”
FHLMC faces similar uncertainty about its future role. FNMA and FHLMC also are the subject of several continuing legal actions
and investigations over certain accounting, disclosure or corporate governance matters, which (along with any resulting financial
restatements) may continue to have an adverse effect on the guaranteeing entities.

 

Holders
of U.S. Government Securities not backed by the full faith and credit of the U.S. must look principally to the agency or instrumentality
issuing the obligation for repayment and may not be able to assert a claim against the U.S. in the event that the agency or instrumentality
does not meet its commitment. No assurance can be given that the U.S. Government would provide support if it were not obligated
to do so by law. Neither the U.S. Government nor any of its agencies or instrumentalities guarantees the market value of the securities
they issue.

 

The
Fund may also invest in separated or divided U.S. Government Securities. These instruments represent a single interest, or principal,
payment on a U.S. Government Security that has been separated from all the other interest payments as well as the security itself.
When a Fund purchases such an instrument, it purchases the right to receive a single payment of a set sum at a known date in the
future. The interest rate on such an instrument is determined by the price the Fund pays for the instrument when it purchases
the instrument at a discount under what the instrument entitles the Fund to receive when the instrument matures. The amount of
the discount the Fund will receive will depend upon the length of time to maturity of the separated U.S. Government Security and
prevailing market interest rates when the separated U.S. Government Security is purchased. Separated U.S. Government Securities
can be considered zero coupon investments because no payment is made to the Fund until maturity. The market values of these securities
are much more susceptible to change in market interest

rates than income-producing securities. These securities are purchased
with original issue discount and such discount is includable as gross income to a Fund shareholder over the life of the security.

 

The
Fund may also purchase certificates not issued by the U.S. Department of the Treasury, which evidence ownership of future interest,
principal or interest and principal payments on obligations issued by the U.S. Department of the Treasury. The actual U.S. Treasury
securities will be held by a custodian on behalf of the certificate holder. These certificates are purchased with original issue
discount and are subject to greater fluctuations in market value, based upon changes in market interest rates, than income-producing
securities.

 

Variable
and Floating Rate Securities.
Debt securities have variable or floating rates of interest and, under certain limited circumstances,
may have varying principal amounts. These securities pay interest at rates that are adjusted periodically according to a specified
formula, usually with reference to one or more interest rate indices or market interest rates (the “underlying index”).
The interest paid on these securities is a function primarily of the underlying index upon which the interest rate adjustments
are based. These adjustments minimize changes in the market value of the obligation. Similar to fixed rate debt instruments,
variable and floating rate instruments are subject to changes in value based on changes in market interest rates or changes in
the issuer’s creditworthiness. The rate of interest on securities may be tied to U.S. Government Securities or indices on
those securities as well as any other rate of interest or index. Certain variable rate securities pay interest at a rate that
varies inversely to prevailing short-term interest rates (sometimes referred to as “inverse floaters”). Certain inverse
floaters may have an interest rate reset mechanism that multiplies the effects of changes in the underlying index. This mechanism
may increase the volatility of the security’s market value while increasing the security’s yield.

 

Variable
and floating rate demand notes of corporations are redeemable upon a specified period of notice. These obligations include master
demand notes that permit investment of fluctuating amounts at varying interest rates under direct arrangements with the issuer
of the instrument. The issuer of these obligations often has the right, after a given period, to prepay the outstanding principal
amount of the obligations upon a specified number of days’ notice. Certain securities may have an initial principal amount
that varies over time based on an interest rate index, and, accordingly, a Fund might be entitled to less than the initial principal
amount of the security upon the security’s maturity. The Fund intends to purchase these securities only when the Adviser
believes the interest income from the instrument justifies any principal risks associated with the instrument. The Adviser may
attempt to limit any potential loss of principal by purchasing similar instruments that are intended to provide an offsetting
increase in principal. There can be no assurance that the Adviser will be able to limit the effects of principal fluctuations
and, accordingly, a Fund may incur losses on those securities even if held to maturity without issuer default.

 

There
may not be an active secondary market for any particular floating or variable rate instruments, which could make it difficult
for a Fund to dispose of the instrument during periods that the Fund is not entitled to exercise any demand rights it may have.
The Fund could, for this or other reasons, suffer a loss with respect to those instruments. The Adviser monitors the liquidity
of the Fund’s investment in variable and floating rate instruments, but there can be no guarantee that an active secondary
market will exist.

 

General
Risk.
The market value of the interest-bearing fixed-income securities held by a Fund will be affected by changes in interest
rates. There is normally an inverse relationship between the market value of securities sensitive to prevailing interest rates
and actual changes in interest rates. The longer the remaining maturity (and duration) of a security, the more sensitive the security
is to changes in interest rates. All fixed-income securities, including U.S. Government Securities, can change in value when
there is a change in interest rates. Changes in the ability of an issuer to make payments of interest and principal and in the
markets’ perception of an issuer’s creditworthiness will also affect the market value of that issuer’s debt
securities. As a result, an investment in the Fund is subject to risk even if all fixed-income securities in the Fund’s
investment portfolio are paid in full at maturity. In addition, certain fixed-income securities may be subject to extension risk,
which refers to the change in total return on a security resulting from an extension or abbreviation of the security’s maturity.

 

Yields
on fixed-income securities, including municipal securities, are dependent on a variety of factors, including the general conditions
of the fixed-income securities markets, the size of a particular offering, the maturity of the obligation and the rating of the
issue. Fixed-income securities with longer maturities tend to produce higher yields and are generally subject to greater price
movements than obligations with shorter maturities.

 

The
issuers of fixed-income securities are subject to the provisions of bankruptcy, insolvency and other laws affecting the rights
and remedies of creditors that may restrict the ability of the issuer to pay, when due, the principal of and interest on its debt
securities. The possibility exists therefore, that, as a result of bankruptcy, litigation or other conditions, the ability of
an issuer to pay, when due, the principal of and interest on its debt securities may become impaired.

Credit
Risk.
A Fund’s investments in fixed-income securities are subject to credit risk relating to the financial condition
of the issuers of the securities that the Fund holds. To limit credit risk, the Fund will generally buy debt securities that are
rated by an organization providing ratings in the top four long-term rating categories or in the top two short-term rating categories.
Moody’s, S&P’s and other organization providing ratings are private services that provide ratings of the credit
quality of debt obligations, including convertible securities. A description of the range of ratings assigned to various types
of securities is included in Appendix A. The Adviser may use these ratings to determine whether to purchase, sell or hold a security.
Ratings are not, however, absolute standards of quality. Credit ratings attempt to evaluate the safety of principal and interest
payments and do not evaluate the risks of fluctuations in market value. Consequently, similar securities with the same rating
may have different market prices. In addition, rating agencies may fail to make timely changes in credit ratings and the issuer’s
current financial condition may be better or worse than a rating indicates.

 

A
Fund may retain a security that ceases to be rated or whose rating has been lowered below the Fund’s lowest permissible
rating category if the Adviser determines that retaining the security is in the best interests of the Fund. Because a downgrade
often results in a reduction in the market price of the security, sale of a downgraded security may result in a loss.

 

The
Fund may purchase unrated securities if the Adviser determines that the security is of comparable quality to a rated security
that the Fund may purchase. Unrated securities may not be as actively traded as rated securities.

 

Futures

 

Futures
Contracts and Index Futures Contracts
. A futures contract is a bilateral agreement where one party agrees to accept, and the
other party agrees to make, delivery of cash or an underlying debt security, as called for in the contract, at a specified date
and at an agreed upon price. An index futures contract involves the delivery of an amount of cash equal to a specified dollar
amount multiplied by the difference between the index value at the close of trading of the contract and at the price designated
by the futures contract. No physical delivery of the securities comprising the index is made. Generally, these futures contracts
are closed out prior to the expiration date of the contracts.

 

If
a Fund will be financially exposed to another party due to its investments in futures, the Fund, may, if required, maintain either:
(1) an offsetting (“covered”) position in the underlying security or an offsetting futures contract; or (2) cash,
receivables and liquid debt securities with a value sufficient at all times to cover its potential obligations.

 

Risks
of Futures Contract.
The risk of loss in trading futures contracts can be substantial, due to the low margin deposits required,
the extremely high degree of leverage involved in futures pricing, and the potential high volatility of the futures markets. Futures
prices are affected by and may respond rapidly to a variety of factors including (but not limited to) market reports, news reports,
interest rates, national and international political and economic events, weather and domestic or foreign trades, monetary or
fiscal policies and programs. Such rapid response might include an opening price on an affected futures contract sharply higher
or lower than the previous day’s close. In the event of adverse price movements, the Fund would continue to be required
to make daily cash payments to maintain its required margin. In such situations, if the Fund has insufficient cash, it may have
to sell portfolio securities to meet daily margin requirements at a time when it may be disadvantageous to do so thus causing
the Fund to incur a loss. In addition, on the settlement date, the Fund may be required to make delivery of the instruments underlying
the futures positions it holds.

 

The
Fund could suffer losses if it is unable to close out a futures contract because of an illiquid secondary market. Futures contracts
may be closed out only on an exchange, which provides a secondary market for such products. However, there can be no assurance
that a liquid secondary market will exist for any particular futures product at any specific time. Thus, it may not be possible
to close a futures position. Moreover, most futures exchanges limit the amount of fluctuation permitted in futures contract prices
during a single trading day. The daily limit establishes the maximum amount that the price of a futures contract may vary either
up or down from the previous day’s settlement price at the end of a trading session. Once the daily limit has been reached
in a particular type of contract, no trades may be made on that day at a price beyond that limit. The daily limit governs only
price movement during a particular trading day and therefore does not limit potential losses, because the limit may prevent the
liquidation of unfavorable positions. Futures contract prices have occasionally moved to the daily limit for several consecutive
trading days with little or no trading, thereby preventing prompt liquidation of future positions and subjecting some futures
traders to substantial losses.

 

The
Fund may use various futures contracts that are relatively new instruments without a significant trading history. As a result,
there can be no assurance that an active secondary market in those contracts will develop or continue to exist. The Fund’s
activities in the futures markets may result in higher portfolio turnover rates and additional brokerage costs, which could reduce
the Fund’s yield.

Derivatives.
Derivatives are financial instruments that have a value which depends upon, or is derived from, the value of something else,
such as one or more underlying securities, pools of securities, options, futures, indexes or currencies. Gains or losses involving
derivative instruments may be substantial, because a relatively small price movement in the underlying securities, instrument,
currency or index may result in a substantial gain or loss for the Fund. Futures contracts are considered to be derivatives. Use
of these instruments is subject to regulation by the SEC, the futures exchanges on which futures are traded or by the CFTC. No
assurance can be given that any income strategy will achieve its intended result.

 

Historically,
an adviser of a fund trading commodity interests (such as futures contracts, options on futures contracts, nondeliverable forwards,
swaps and cash-settled foreign currency contracts) has been excluded from regulation as a commodity pool operator (“CPO”)
pursuant to CFTC Regulation 4.5. In 2012, the CFTC amended Regulation 4.5 to dramatically narrow this exclusion.

 

Under
the amended Regulation 4.5 exclusion, a fund’s commodity interests – other than those used for bona fide hedging purposes
(as defined by the CFTC) – must be limited such that the aggregate initial margin and premiums required to establish the positions
(after taking into account unrealized profits and unrealized losses on any such positions and excluding the amount by which options
are “in-the-money” at the time of purchase) does not exceed 5% of the fund’s NAV, or alternatively, the aggregate
net notional value of the positions, determined at the time the most recent position was established, does not exceed 100% of
the fund’s NAV (after taking into account unrealized profits and unrealized losses on any such positions). Further, to
qualify for the exclusion in amended Regulation 4.5, a fund must satisfy a marketing test, which requires, among other things,
that the fund not hold itself out as a vehicle for trading commodity interests.

 

The
Adviser intends to comply with one of the two alternative limitations described above with respect to the Fund and claim an exclusion
from the definition of the term “commodity pool operator” under the Commodity Exchange Act (“CEA”) with
respect to the Fund. The Fund therefore will not be subject to registration or regulation as a CPO under the CEA. Complying with
the limitations may restrict the Adviser’s ability to use derivatives as part of the Fund’s investment strategies.
Although the Adviser expects to be able to execute the Fund’s strategies within the limitations, performance could be adversely
affected.

 

Regulation
of Derivatives. The regulation of derivatives markets in the United States is a rapidly changing area of law and is subject to
modification by government and judicial action. In particular, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the
“Dodd-Frank Act”), signed into law in 2010, granted significant authority to the SEC and the CFTC to impose comprehensive
regulations on the over-the-counter and cleared derivatives markets. These regulations include, but are not limited to, mandatory
clearing of certain derivatives and requirements relating to disclosure, margin and trade reporting. New regulations could adversely
affect the value, availability and performance of certain derivative instruments, may make them more costly, and may limit or
restrict their use by the Fund.

 

On
October 28, 2020, the SEC adopted Rule 18f-4 under the 1940 Act (the “Derivatives Rule”) which, following an implementation
period, replaced former SEC and staff guidance with an updated, comprehensive framework for registered investment companies’
use of derivatives. Among other changes, the Derivatives Rule requires an investment company to trade derivatives and certain
other instruments that create future payment or delivery obligations subject to a value-at-risk (“VaR”) leverage limit,
develop and implement a derivatives risk management program and new testing requirements, and comply with new requirements related
to board and SEC reporting. These new requirements apply unless the Fund qualifies as a “limited derivatives user,”
which the Derivatives Rule defines as a fund that limits its derivatives exposure to 10% of its net assets. Complying with the
Derivatives Rule may increase the cost of the Fund’s investments and cost of doing business, which could adversely affect
investors. Other potentially adverse regulatory obligations can develop suddenly and without notice.

 

Illiquid
and Restricted Securities

 

General.
The Fund may not acquire securities or invest in repurchase agreements if, as a result, more than 15% of a Fund’s net
assets (taken at current value) would be invested in illiquid securities. If, after the time of acquisition, due to subsequent
fluctuations in value or any other reasons, the value of the Fund’s illiquid securities exceeds 15%, the Adviser will consider
what actions are appropriate to help maintain adequate liquidity, such as an orderly disposition of the illiquid securities, to
the extent possible. Further, the Adviser continuously monitors the Fund’s holdings in illiquid securities.

 

The
term “illiquid securities” means securities that cannot be sold or disposed of in current market conditions in seven
calendar days or less without the sale or disposition significantly changing the market value of the investment. Illiquid securities
include: (1) repurchase agreements not entitling the holder to payment of principal within seven days; (2) purchased over-the-counter
options; (3) securities which are not readily marketable; and (4) except as otherwise determined

by the Adviser, securities that
are illiquid by virtue of restrictions on the sale of such securities to the public without registration under the 1933 Act (“Restricted
Securities”).

 

The
Fund will not invest more than 10% of its net assets (taken at current value) in Restricted Securities.

 

A
liquid market exists for certain Restricted Securities and the Adviser, pursuant to policies approved by the Board, may determine
that certain Restricted Securities are not illiquid. These securities are not subject to a Fund’s investment limitations
on illiquid and Restricted Securities.

 

An
institutional market has developed for certain restricted securities. Accordingly, contractual or legal restrictions on the resale
of a security may not be indicative of the liquidity of the security. If such securities are eligible for purchase by institutional
buyers in accordance with Rule 144A under the 1933 Act or other exemptions, the Adviser may determine that the securities are
liquid.

 

Risks.
Any security, including securities determined by the Adviser to be liquid, may become illiquid. Limitations on resale may
have an adverse effect on the marketability of a security. A Fund might also have to register a restricted security in order to
dispose of it, resulting in expense and delay. A Fund might not be able to dispose of restricted or illiquid securities promptly
or at reasonable prices and might thereby experience a loss or have difficulty satisfying redemptions. There can be no assurance
that a market will exist for any illiquid security at any particular time.

 

Determination
of Liquidity.
The Board has the ultimate responsibility for determining whether specific securities are liquid and has delegated
this responsibility to the Adviser, pursuant to guidelines approved by the Board. The Adviser determines and monitors the liquidity
of the portfolio securities and reports periodically on its decisions to the Board. The Adviser takes into account a number of
factors in reaching liquidity decisions, including but not limited to: (1) existence of an active market for the asset, including
whether the asset is listed on an exchange, as well as the number, diversity and quality of market participants; (2) frequency
of trades or quotes for the asset and average daily trading volume of the asset (regardless of whether the asset is a security
traded on an exchange); (3) volatility of trading prices for the asset; (4) bid-ask spreads for the asset; (5) whether the asset
has a relatively standardized and simple structure; (6) for fixed income securities, maturity and date of issue; (7) restrictions
on trading of the asset and limitations on transfer of the asset; (8) the size of the fund’s position in the asset relative to
the asset’s average daily trading volume and, as applicable, the number of units of the asset outstanding; and (9) relationship
of the asset to another portfolio asset. Consider adding any factors that are applicable.

 

Leverage
Transactions

 

General.
The Fund may use leverage to increase potential returns subject to its non-fundamental investment limitation on borrowing.
That limitation provides that a Fund may not purchase securities for investment while any borrowing equaling 10% or more of the
Fund’s total assets is outstanding. Leverage involves special risks and may involve speculative investment techniques. Leverage
exists when cash made available to a Fund through an investment technique is used to make additional Fund investments. Lending
portfolio securities and purchasing securities on a when-issued, delayed delivery or forward commitment basis may create leverage.
A Fund uses these investment techniques only when the Adviser believes that the leveraging and the returns available to the Fund
from investing the cash will provide investors a potentially higher return.

 

Securities
Lending.
The Fund may lend portfolio securities in an amount up to 10% of its total assets to brokers, dealers, and other
financial institutions. Securities loans must be continuously collateralized and the collateral must have market value at least
equal to the value of the Fund’s loan securities, plus accrued interest. In a portfolio securities lending transaction,
a Fund receives from the borrower an amount equal to the interest paid or the dividends declared on the loaned securities during
the term of the loan as well as the interest on the collateral securities, less any fees (such as finders or administrative fees)
the Fund pays in arranging the loan.

 

Risks.
Leverage creates the risk of magnified capital losses. Losses incurred by a Fund may be magnified by borrowings and other
liabilities that exceed the equity base of the Fund. Leverage may involve the creation of a liability that requires a Fund to
pay interest or the creation of a liability that does not entail any interest costs (for instance, forward commitment costs).

 

The
risks of leverage include a higher volatility of the net asset value of a Fund’s securities and the relatively greater effect
on the net asset value of the securities caused by favorable or adverse market movements or changes in the cost of cash obtained
by leveraging and the yield from invested cash. So long as a Fund is able to realize a net return on its investment portfolio
that is higher than interest expense incurred, if any, leverage will result in higher current net investment income for the Fund
than if it were not leveraged. Changes in interest rates and related economic factors could cause the relationship between the
cost of leveraging and the yield to change so that rates involved in the leveraging arrangement may substantially

increase relative
to the yield on the obligations in which the proceeds of the leveraging have been invested. To the extent that the interest expense
involved in leveraging approaches the net return on a Fund’s investment portfolio, the benefit of leveraging will be reduced,
and, if the interest expense on borrowings were to exceed the net return to investors, the Fund’s use of leverage would
result in a lower rate of return than if the Fund were not leveraged. In an extreme case, if the Fund’s current investment
income were not sufficient to meet the interest expense of leveraging, it could be necessary for the Fund to liquidate certain
of its investments at a disadvantageous time.

 

Securities
of Investment Companies

 

Open-End
and Closed-End Investment Companies.
The Fund may invest in shares of other open-end and closed-end investment companies in
accordance with the investment restrictions in the 1940 Act. Under the 1940 Act, a Fund’s investments in such securities
is generally limited to 3% of the outstanding voting stock of any other investment company, 5% of the Fund’s total assets
in any other investment company, and 10% of the Fund’s total assets in all other investment companies combined. Notwithstanding
these restrictions, the Fund may invest any amount, pursuant to Rule 12d1-1 under the 1940 Act, in affiliated or unaffiliated
investment companies that hold themselves out as “money market funds” and which operate in accordance with Rule 2a-7
of the 1940 Act. In addition, the Fund may invest in other investment companies in excess of these limits pursuant to Rule 12d1-4
under the 1940 Act.

 

Risks.
A Fund, as a shareholder of another investment company, will bear its pro-rata portion of the other investment company’s
advisory fee and other expenses, in addition to its own expenses and will be exposed to the investment risks associated with the
other investment company. To the extent that a Fund invests in open-end or closed-end investment companies that invest primarily
in the securities of companies located outside the United States, see the risks related to foreign securities set forth above.

 

Exchange-Traded
Funds.
The Fund may invest in ETFs, which are registered investment companies, partnerships or trusts that are bought and
sold on a securities exchange. The Fund may also invest in exchange traded notes (“ETNs”), which are typically structured
debt securities. Whereas ETFs’ liabilities are secured by their portfolio securities, ETNs’ liabilities are unsecured
general obligations of the issuer. Most ETFs and ETNs are designed to track a particular market segment or index. ETFs and ETNs
have expenses associated with their operation, typically including, with respect to ETFs, advisory fees. When the Fund invests
in an ETF or ETN, in addition to directly bearing expenses associated with its own operations, it will bear its pro rata portion
of the ETF’s or ETN’s expenses.

 

Risks.
The risks of owning an ETF or ETN generally reflect the risks of owning the underlying securities the ETF or ETN is designed
to track, although lack of liquidity in an ETF or ETN could result in it being more volatile than the underlying portfolio of
securities. In addition, because of ETF or ETN expenses, compared to owning the underlying securities directly, it may be more
costly to own an ETF or ETN. The value of an ETN security should also be expected to fluctuate with the credit rating of the issuer.

 

Temporary
Defensive Position and Cash Investments

 

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 principal investment objective and/or strategies and invest, without limitation, in cash or high
quality cash equivalents (including money market instruments, commercial paper, certificates of deposit, banker’s acceptances
and time deposits). A defensive position, taken at the wrong time, may have an adverse impact on a Fund’s performance. The
Fund may be unable to achieve its investment objective during the employment of a temporary defensive measure.

 

A
Fund may temporarily invest a portion of its assets in cash or cash items pending other investments or to maintain liquid assets
required in connection with some of the Fund’s investments. These cash items may consist of money market instruments (such
as securities issued by the U.S. Government and its agencies, bankers’ acceptances, commercial paper and certificates of
deposit) or other cash instruments of any quality.

 

Money
market instruments usually have maturities of one year or less and fixed rates of return. The money market instruments in which
a Fund may invest include short-term U.S. Government Securities, commercial paper, time deposits, bankers’ acceptances and
certificates of deposit issued by domestic banks, corporate notes and short-term bonds and money market mutual funds. The Fund
may only invest in money market mutual funds to the extent permitted by the 1940 Act.

 

The
money market instruments in which a Fund may invest may have variable or floating rates of interest. These obligations include
master demand notes that permit investment of fluctuating amounts at varying rates of interest pursuant to direct

arrangement
with the issuer of the instrument. The issuer of these obligations often has the right, after a given period, to prepay the outstanding
principal amount of the obligations upon a specified number of days’ notice. These obligations generally are not traded,
nor generally is there an established secondary market for these obligations. To the extent a demand note does not have a 7-day
or shorter demand feature and there is no readily available market for the obligation, it is treated as an illiquid security.

 

Cyber-Security

 

The
Fund, and its service providers, may be prone to operational and information security risks resulting from cyber-attacks. Cyber-attacks
include, among other behaviors, stealing or corrupting data maintained online or digitally, denial of service attacks on websites,
the unauthorized release of confidential information or various other forms of cyber security breaches. Cyber-attacks affecting
the Fund or its third-party service providers may adversely impact the Fund. For instance, cyber-attacks may interfere with the
processing of shareholder transactions, impact the Fund’s ability to calculate its NAV, cause the release of private shareholder
information or confidential business information, impede trading, subject the Fund to regulatory fines or financial losses
and/or cause reputational damage. The Fund may also incur additional costs for cyber security risk management purposes. While
the Fund’s service providers have 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 Fund cannot control the cyber security plans and systems put in place by its service
providers or any other third parties whose operations may affect a Fund or its shareholders. Similar types of cyber security risks
are also present for issues or securities in which a Fund may invest, which could result in material adverse consequences for
such issuers and may cause the Fund’s investment in such companies to lose value.

 

Market
Turbulence

 

The
greatest risk of investing in a mutual fund is that its returns will fluctuate, and you could lose money. Turbulence in the financial
sector may result in an unusually high degree of volatility in the financial markets. Both domestic and foreign equity markets
have experienced significant volatility and turmoil, with issuers that have exposure to the real estate, mortgage and credit markets
particularly affected. It is uncertain whether or for how long these conditions could occur.

 

Reduced
liquidity in credit and fixed-income markets may adversely affect many issuers worldwide. This reduced liquidity may result in
less money being available to purchase raw materials, goods and services from emerging markets, which may, in turn, bring down
the prices of these economic staples. It may also result in emerging market issuers having more difficulty obtaining financing,
which may, in turn, cause a decline in their stock prices. These events and possible market turbulence may have an adverse effect
on the Fund.

 

The
financial markets in which the Fund invests are subject to price volatility that could cause losses in a Fund. Market volatility
may result from varied predictable and unpredictable factors. Disruptive events with geopolitical consequences, including pandemics
(such as COVID-19), may destabilize various countries’ economies and markets, which may experience increased volatility
and reduced liquidity. Policy changes by the Federal Reserve and/or other government actors could similarly cause increased volatility
in financial markets. Trade barriers and other protectionist trade policies (including those in the U.S.) may also result in market
turbulence. Market volatility and reductions in market liquidity may negatively affect issuers worldwide, including issuers in
which the Fund invests. Under such circumstances, the Fund may have difficulty liquidating portfolio holdings, particularly at
favorable prices. To the extent that the Fund experiences higher levels of redemptions, the Fund may be required to sell portfolio
holdings, even during volatile market conditions, which may negatively impact the Fund’s net asset value.

INVESTMENT
LIMITATIONS

 

The
Trust, on behalf of the Fund, has adopted the following investment policies which are fundamental policies that may not be changed
without the affirmative vote of a majority of the outstanding voting securities of the Fund. “The vote of a majority of
the outstanding voting securities of the Fund,” as defined by the 1940 Act, means the vote, at the annual or a special meeting
of the security holders of the Fund duly called, (A) of 67 per centum or more of the voting securities present at such meeting,
if the holders of more than 50 per centum of the outstanding voting securities of the Fund are present or represented by proxy;
or (B) of more than 50 per centum of the outstanding voting securities of the Fund, whichever is the less.”

 

The
Fund’s investment objective is a non-fundamental policy. Non-fundamental policies may be changed by the Board without shareholder
approval.

 

For
purposes of the Fund’s investment limitations, all percentage limitations apply immediately after an investment. Except with respect
to the borrowing money policy set forth in section (1) below, if a percentage limitation is adhered to at the time of an investment,
a later increase or decrease in the percentage resulting from any change in value or net assets will not result in a violation
of such restrictions. In addition, if the value of the Fund’s holdings of illiquid securities at any time exceeds the percentage
limitation applicable at the time of acquisition (15% of net assets) due to subsequent fluctuations in value or other reasons,
the Adviser will consider what actions are appropriate to maintain adequate liquidity, such as an orderly disposition of the illiquid
securities, to the extent possible. Further, the Fund continuously monitors its holdings in illiquid securities.

 

Fundamental
Limitations.
The Fund has adopted the following investment limitations that cannot be changed by the Board without shareholder
approval.

 

1. The Fund may not borrow money, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable
exemptive relief.

 

2. The Fund may not issue senior securities, except to the extent permitted by the 1940 Act, the rules and regulations thereunder
and any applicable exemptive relief.

 

3. The Fund will not make loans to other persons, except: (a) by loaning portfolio securities; (b) by engaging in repurchase agreements;
or (c) by purchasing nonpublicly offered debt securities. For purposes of this limitation, the term “loans” shall
not included the purchase of a portion of an issue of publicly distributed bonds, debentures or other securities.

 

4.
The Fund may not engage in the business of underwriting securities except to the extent that the Fund may be considered an underwriter
within the meaning of the 1933 Act in the acquisition, disposition or resale of its portfolio securities or in connection with
investments in other investment companies, or to the extent otherwise permitted under the 1940 Act, the rules and regulations
thereunder and any applicable exemptive relief.

 

5.
The Fund may not purchase or sell real estate, except to the extent permitted under the 1940 Act, the rules and regulations thereunder
and any applicable exemptive relief.

 

6.
The Fund will not purchase or sell commodities unless acquired as a result of ownership of securities or other investments. This
limitation does not preclude the Fund from purchasing or selling options or futures contracts, from investing in securities or
other instruments backed by commodities or from investing in companies, which are engaged in commodities business or have a significant
portion of their assets in commodities.

 

7. The Fund will not invest more than 25% of its total assets in a particular industry. This limitation is not applicable to investments
in obligations issued or guaranteed by the U.S. government, its agencies and instrumentalities or repurchase agreements with respect
thereto.

 

With
respect to the fundamental policy relating to borrowing money set forth in section (1) above, the 1940 Act permits the Fund to
borrow money in amounts of up to 33⅓% of the Fund’s total assets, at the time of borrowing, from banks for any purpose
(the Fund’s total assets include the amounts being borrowed). To limit the risks attendant to borrowing, the 1940 Act requires
the Fund to maintain at all times an asset coverage of at least 300% of the amount of its borrowings (not including borrowings
for temporary purposes in an amount not exceeding 5% of the value of the Fund’s total assets). In the event that asset coverage
falls below this percentage, the Fund is required to reduce the amount of its borrowings within three days (not including Sundays
and holidays) so that the asset coverage is restored to at least 300%. Asset coverage means the ratio

that
the value of the Fund’s total assets (including amounts borrowed), minus liabilities other than borrowings, bears to the aggregate
amount of all borrowings.

 

With
respect to the fundamental policy relating to issuing senior securities set forth in section (2) above, “senior securities”
are defined as Fund obligations that have a priority over the Fund’s shares with respect to the payment of dividends or
the distribution of Fund assets. The 1940 Act prohibits the Fund from issuing any class of senior securities or selling any senior
securities of which it is the issuer, except that the Fund is permitted to borrow from a bank if consistent with the fundamental
policy set forth in section (1) above. The policy in (2) above will be interpreted not to prevent collateral arrangements with
respect to options, forwards or futures contracts or other derivatives, or the posting of initial or variation margin.

 

With
respect to the fundamental policy relating to making loans set forth in section (3) above, the 1940 Act does not prohibit the
Fund from making loans; however, SEC staff interpretations currently prohibit registered investment companies from lending more
than one-third of their total assets, except through the purchase of debt obligations.

 

With
respect to the fundamental policy relating to investing in real estate set forth in section (5) above, the Fund may, to the extent
permitted by applicable law, invest in securities or other instruments directly or indirectly secured by real estate and invest
in securities or other instruments issued by issuers that invest in real estate. Investments in securities of issuers that are
exposed to or invested in the real estate business will not be deemed to be a purchase or sale of real estate.

BOARD
OF TRUSTEES, MANAGEMENT AND SERVICE PROVIDERS

 

A. Board of Trustees

 

The
Trust is governed by its Board of Trustees (the “Board” or “Trustees”). The Board oversees the management
and operations of the Trust and the Fund, in accordance with federal law, Delaware law and the stated policies of the Fund. The
Board oversees the Trust’s officers and service providers, including the Adviser, which is responsible for the management
of the day-to-day operations of the Fund based on policies and agreements reviewed and approved by the Board. In carrying out
these responsibilities, the Board regularly interacts with and receives reports from senior personnel of service providers and
the Trust’s Chief Compliance Officer (“CCO”). The Board also is assisted by the Trust’s independent auditor
(which reports directly to the Trust’s Audit Committee), independent counsel and other experts as appropriate. The Trustees
serve until their respective successors have been elected and qualified or until their earlier death, resignation or removal.

 

The
Fund does not hold itself out as related to any other series within the Trust for purposes of investment and investor services,
nor does it share the same investment adviser with any other series. As a result, the term “Fund Complex” applies
only to the Fund.

 

Board
Structure and Related Matters.
Independent Trustees constitute at least a majority of the Board members. David Tucker, an
Independent Trustee, serves as Independent Chair of the Board. The Independent Chair’s responsibilities include: setting
an agenda for each meeting of the Board; presiding at all meetings of the Board and Independent Trustees; and serving as a liaison
with other trustees, the Trust’s officers, other management personnel and counsel to the Fund. The Independent Chair also
performs such other duties as the Board may from time to time determine.

 

The
Trustees discharge their responsibilities collectively as a Board, as well as through Board committees, each of which operates
pursuant to a charter or procedures approved by the Board that delineates the specific responsibilities of that committee. The
Board has established three standing committees: the Audit Committee, the Nominating Committee and the Qualified Legal Compliance
Committee. The members and responsibilities of each Board committee are summarized below.

 

The
Board periodically evaluates its structure and composition as well as various aspects of its operations. The Board believes that
its leadership structure, including its Independent Chair position and its committees, is appropriate for the Trust in light of,
among other factors, the asset size and nature of the Fund, the number of funds overseen by the Board, the arrangements for the
conduct of the Fund’s operations, the number of trustees and the Board’s responsibilities. On an annual basis, the
Board conducts a self-evaluation that considers, among other matters, whether the Board and its committees are functioning effectively
and whether, given the size and composition of the Board and each of its committees, the Trustees are able to oversee effectively
the number of funds.

 

The
Board holds four regularly scheduled in-person meetings each year. The Board may hold special meetings, as needed, either in person
or by telephone, to address matters arising between regular meetings. At least once per quarter during a regularly scheduled in-person
meeting of the Board, the Independent Trustees meet without the presence of interested Trustees.

 

The
Trustees are identified in the table below, which provides information as to their principal business occupations held during
the last five years and certain other information. Each Trustee serves until his or her death, resignation or removal and replacement.
The address for all Trustees is c/o Apex Fund Services, Three Canal Plaza, Suite 600, Portland, Maine 04101.

Name
and Year of Birth
Position
with the Trust
Length
of Time
Served
Principal
Occupation(s) During
Past Five Years
Number
of Series in Fund Complex Overseen
By
Trustee
Other
Directorships Held By Trustee During Past
Five
Years
Independent
Trustees
David
Tucker

Born: 1958
Chairman
of the Board; Trustee; Chairman, Nominating Committee and Qualified Legal Compliance Committee
Since
2013
Director,
Blue Sky Experience (a charitable endeavor), since 2008; Senior Vice President & General Counsel, American Century Companies
(an investment management firm), 1998-2008.
1 Trustee,
Forum Funds; Trustee, U.S. Global Investors Funds.
Mark
D. Moyer

Born: 1959
Trustee; Chairman Audit Committee Since
2013
Independent
consultant providing interim CFO services, principally to non-profit organizations, since 2021; Chief Financial Officer, Freedom
House (a NGO advocating political freedom and democracy) 2017-2021.
1 Trustee,
Forum Funds; Trustee, U.S. Global Investors Funds.
Jennifer

Brown-Strabley
Born: 1964
Trustee Since
2013
Principal,
Portland Global Advisors (a registered investment adviser), 1996-2010.
1 Trustee,
Forum Funds; Trustee, U.S. Global Investors Funds.
Interested
Trustees(1)
Karen
Shaw
Born: 1972
Trustee Since
2023
Senior
Vice President, Apex Fund Services since 2019; Senior Vice President, Atlantic Fund Services 2008-2019.
1 Trustee,
Forum Funds; Trustee, U.S. Global Investors Funds.

 

(1) Karen
Shaw is currently treated as an interested person of the Trust, as defined in the 1940
Act, due to her affiliation with Apex Fund Services. Apex Fund Services is a wholly owned
subsidiary of Apex US Holdings LLC. Karen Shaw is also currently an interested person
of the Trust, as defined in the 1940 Act, due to her role as Treasurer of the Trust.

 

In
addition to the information set forth in the table above, each Trustee possesses certain relevant qualifications, experience,
attributes or skills. The following provides additional information about these qualifications and experience.

 

David
Tucker: Mr. Tucker has extensive experience in the investment management industry, including experience in senior management,
legal and compliance roles at two large mutual fund complexes; service on various committees of the Investment Company Institute
(“ICI”); and director of ICI Mutual (a mutual insurance company sponsored by the investment company industry), including
service as chairman of the underwriting, risk and fraud committees of ICI Mutual’s board of directors. Mr. Tucker actively
serves charitable organizations in the metropolitan Kansas City area.

 

Mark
D. Moyer: Mr. Moyer has extensive experience with finance. He has served as chief financial officer for several non-governmental
organizations and a publicly-listed integrated media company. Mr. Moyer also served as an adjunct professor of accounting at Fairfield
University.

 

Jennifer
Brown-Strabley: Ms. Brown-Strabley has extensive experience in the financial services and investment management industry, including
institutional sales experience in global fixed-income and related quantitative research. Ms. Brown-

Strabley also has experience
in business start-up and operations and as a former principal of a registered investment adviser, for which she continues to provide
consulting advice from time to time.

 

Karen
Shaw: Ms. Shaw has extensive experience in the fund services industry, including senior management roles overseeing the mutual
fund administration, fund accounting and financial reporting operations for a fund service provider specializing in third-party
mutual fund administration. Ms. Shaw serves as principal financial officer for certain investment companies.

 

Risk
Oversight.
Consistent with its responsibility for oversight of the Trust and the Fund, the Board oversees the management of
risks relating to the administration and operation of the Trust and the Fund. The Adviser, as part of its responsibilities for
the day-to-day operations of the Fund, is responsible for day-to-day risk management. The Board, in the exercise of its reasonable
business judgment, also separately considers potential risks that may impact the Fund. The Board performs this risk management
oversight directly and, as to certain matters, through its committees (described below) and through the Independent Trustees.
The following provides an overview of the principal, but not all, aspects of the Board’s oversight of risk management for
the Trust and the Fund.

 

In
general, the Fund’s risks include, among others, investment risk, valuation risk, compliance risk and operational risk. The Board
has adopted, and periodically reviews, policies and procedures designed to address these and other risks to the Trust and the
Fund. In addition, under the general oversight of the Board, the Adviser, and any Subadvisers and other service providers have
themselves adopted a variety of policies, procedures and controls designed to address particular risks. Different processes, procedures
and controls are employed with respect to different types of risks. Further, the Adviser and Subadvisers oversee and regularly
monitor the investments, operations and compliance of the Fund’s investments.

 

The
Board also oversees risk management for the Trust and the Fund through review of regular reports, presentations and other information
from officers of the Trust and other persons. Senior officers of the Trust, senior officers of the Adviser and the CCO regularly
report to the Board on a range of matters, including those relating to risk management. In this regard, the Board periodically
receives reports regarding other service providers to the Trust, either directly or through the CCO. On at least a quarterly basis,
the Independent Trustees meet with the CCO to discuss matters relating to the Fund’s compliance program. Further, at least annually,
the Board receives a report from the CCO regarding the effectiveness of the Fund’s compliance program.

 

The
Board has designated the Adviser as the valuation designee pursuant to Rule 2a-5 under the 1940 Act, and delegated to the Adviser
the responsibility for making fair value determinations with respect to the Fund’s portfolio securities. The Adviser, as
the valuation designee, is responsible for periodically assessing any material risks associated with the determination of the
fair value of the Fund’s investments; establishing and applying fair value methodologies; testing the appropriateness of
fair value methodologies; and overseeing and evaluating third-party pricing services. The Adviser, as valuation designee, carries
out its fair valuation responsibilities pursuant to and procedures approved by the Board. The Adviser, as valuation designee,
reports to the Board on the pricing of the Fund’s shares and the valuation of the Fund’s portfolio securities; recommends
independent pricing services to provide a value for Fund assets; makes and monitors fair value determinations pursuant to the
valuation policies and procedures; and carries out any other functions designated to the Adviser relating to the valuation of
Fund assets.

 

The
Board also regularly receives reports from the Adviser or a Subadviser with respect to the investments and securities trading
of the Fund. For example, typically, the Board receives reports, presentations and other information from the Adviser or a Subadviser
on at least an annual basis in connection with the Board’s consideration of the renewal of the investment advisory agreement
between the Adviser and the Trust on behalf of the Fund (the “Advisory Agreement”). Also, if applicable, the Board
receives reports from the Adviser and other service providers in connection with the Board’s consideration of the renewal
of any distribution plan of the Fund under Rule 12b-1 under the 1940 Act. Senior officers of the Trust and senior officers of
the Adviser also report regularly to the Audit Committee on valuation matters, internal controls and accounting and financial
reporting policies and practices. In addition, the Audit Committee receives regular reports from the Trust’s independent
auditors on internal control and financial reporting matters.

 

Trustee
Ownership in the Fund and the Fund Complex.
The following table sets forth each Trustee’s ownership of the Fund and
the Fund Complex as of December 31, 2022.

Trustees Dollar
Range of Beneficial Ownership

in the Fund as of December 31, 2022
Aggregate
Dollar Range of Ownership

as of December 31, 2022 in all Registered
Investment Companies Overseen by
Trustee in the Fund Complex
Independent
Trustees
   
David
Tucker
None None
Mark
D. Moyer
None None
Jennifer
Brown-Strabley
None None
Interested
Trustee
   
Karen
Shaw
None None

 

B.
Principal Officers of the Trust

 

The
officers of the Trust conduct and supervise its daily business. As of the date of this SAI, the officers of the Trust, their years
of birth and their principal occupations during the past five calendar years are set forth below. Each officer serves until his
or her death, resignation or removal and replacement. The business address of each officer is c/o Apex Fund Services, Three Canal
Plaza, Suite 600, Portland, Maine 04101.

 

Name
and Year of Birth
Position
with the
Trust
Length
of Time Served
Principal
Occupation(s) During
Past 5 Years
Zachary
Tackett

Born: 1988
President;
Principal Executive Officer; Anti-Money Laundering Compliance Officer; Identity Theft Prevention Officer
Since
2014
Senior
Counsel, Apex Fund Services since 2019; Counsel, Atlantic Fund Services 2014-2019
Karen
Shaw
Born: 1972
Treasurer;
Principal Financial Officer
Since
2013
Senior
Vice President, Apex Fund Services since 2019; Senior Vice President, Atlantic Fund Services 2008-2019
Carlyn
Edgar
Born: 1963
Chief
Compliance Officer
Since
2013
Senior
Vice President, Apex Fund Services since 2019; Senior Vice President, Atlantic Fund Services 2008-2019.
Lindsey
Dorval
Born: 1981
Vice
President; Secretary
Since
2023
Counsel,
Apex Fund Services since 2020.

 

C.
Ownership of Securities of the Adviser and Related Companies

 

As
of December 31, 2022, no Independent Trustee (or any of his or her immediate family members) owned beneficially or of record,
securities of any Trust investment adviser, the Trust’s principal underwriter, or any person (other than a registered investment
company) directly or indirectly controlling, controlled by or under common control with any Trust investment adviser or principal
underwriter.

 

D.
Information Concerning Trust Committees

 

Audit
Committee.
The Trust’s Audit Committee, which typically meets quarterly, consists of Ms. Brown-Strabley and Messrs.
Tucker and Moyer. Pursuant to a charter adopted by the Board, the Audit Committee assists the Board in fulfilling its responsibility
for oversight of the quality and integrity of the accounting, auditing and financial reporting practices of the Trust. It is directly
responsible for the appointment, termination, compensation and oversight of work of the independent auditors to the Trust. In
so doing, the Audit Committee reviews the methods, scope and results of the audits and audit fees charged and reviews the Trust’s
internal accounting procedures and controls. During the fiscal year ended June 30, 2023, the Audit Committee met four times.

 

Nominating
Committee.
The Trust’s Nominating Committee, which meets when necessary, consists of Ms. Brown-Strabley and Messrs. Tucker
and Moyer. Pursuant to a charter adopted by the Board, the Nominating Committee is charged with the

duty
of nominating all Trustees and committee members and presenting these nominations to the Board. The Nominating Committee will
not consider any nominees for Trustee recommended by security holders. During the fiscal year ended June 30, 2023, the Nominating
Committee met once.

 

Qualified
Legal Compliance Committee.
The Qualified Legal Compliance Committee (the “QLCC”), which meets when necessary,
consists of Ms. Brown-Strabley and Messrs. Tucker and Moyer. The QLCC evaluates and recommends resolutions to reports from attorneys
servicing the Trust regarding evidence of material violations of applicable federal and state law or the breach of fiduciary duties
under applicable federal and state law by the Trust or an employee or agent of the Trust. During the fiscal year ended June 30,
2023, the QLCC did not meet.

 

E.
Compensation of Trustees and Officers

 

Independent
Trustees of the Trust each receive an annual fee of $25,000 for service to the Trust. The Chairman of the Board is paid an additional
annual fee of $7,500. The Trustees and Chairman may receive additional fees for special Board meetings. Each Trustee is also reimbursed
for all reasonable out-of-pocket expenses incurred in connection with his or her duties as a Trustee, including travel and related
expenses incurred in attending Board meetings. The Trust has no pension or retirement plan. No other entity affiliated with the
Trust pays any compensation to the Trustees.

 

The
following table sets forth the fees paid to each Trustee by the Fund and the Fund Complex for the fiscal year ended June 30, 2023.

 

Trustee Aggregate
Compensation from
the Fund
Pension
or

Retirement Benefits
Accrued as part of
Fund Expenses
Total
Compensation

from Fund Complex
Independent
Trustees
     
David
Tucker
$3,420 N/A $3,420
Mark
D. Moyer
$2,617 N/A $2,617
Jennifer
Brown-Strabley
$2,617 N/A $2,617
Interested
Trustees
     
Karen
Shaw
$0 N/A $0

 

F.
Investment Adviser

 

Services
of Adviser.
The Adviser serves as investment adviser to the Fund pursuant to the Advisory Agreement. Under the Advisory Agreement,
the Adviser furnishes, at its own expense, all services, facilities, and personnel necessary in connection with managing the Fund’s
investments and effecting portfolio transactions for the Fund. The Adviser may compensate brokers or other service providers (“Financial
Intermediaries”) out of its own assets, and not as additional charges to the Fund, in connection with the sale and distribution
of shares of the Fund and/or servicing of these shares.

 

Ownership
of the Adviser and Subadvisers.
The following persons/entities control Acuitas Investments, LLC and each Subadviser through
equity interests.

 

Adviser Controlling
Persons/Entities
Acuitas
Investments, LLC
Dennis
Jensen, Matt Nieman and Christopher Tessin
Subadvisers Controlling
Persons/Entities
AltraVue
Capital, LLC
DeShay
McCluskey, Thomas Parkhurst, and Touk Sinantha
Bridge
City Capital, LLC
Alexander
Woodward, Stephen Brink, and James Bradshaw
ClariVest
Asset Management LLC
Eagle
Asset Management Inc., which is controlled by Raymond James Financial, Inc., a financial holding company whose subsidiaries
are engaged in various financial businesses.
Granahan
Investment Management, Inc.
Jane
White
Meros
Investment Management, L.P.
Timothy
Chatard and Ranger GP Services, LLC, a wholly owned subsidiary of Ranger Asset Management Company, LLC
Tieton
Capital Management, LLC
William
J. Dezellem and Matthew W. Dhane

 

Information
Concerning Accounts Managed by Portfolio Managers.
The following table provides information regarding other accounts managed
by the portfolio managers as of June 30, 2023:

 

      Subject
to a Performance Based Advisory Fee
Portfolio
Manager/Type of Accounts
Total
Number of Accounts
Managed
Total
Assets Managed
Number
of Accounts
Managed
Total
Assets Managed
Dennis
W. Jensen, CFA
       
Registered
Investment Companies
None None None None
Other
Pooled Investment Vehicles
1 $1.4
million
None None
Other
Accounts
None None None None
Matt
Nieman
       
Registered
Investment Companies
None None None None
Other
Pooled Investment Vehicles
None None None None
Other
Accounts
4 $767.1
million
None None
Christopher
D. Tessin
       
Registered
Investment Companies
None None None None
Other
Pooled Investment Vehicles
2 $5.2
million
None None
Other
Accounts
6 $807.3
million
None None

 

Conflicts
of Interest.
Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities
with respect to more than one fund or other account. More specifically, portfolio managers who manage multiple funds and/or other
accounts may be presented with the following conflicts:

 

The
management of multiple client accounts may result in a portfolio manager devoting unequal
time and attention to the management of the Fund. The Adviser/Subadvisers may seek to
manage such competing interests for the time and attention of the portfolio managers
by having the portfolio managers focus on a particular investment discipline.

 

If
a portfolio manager identifies a limited investment opportunity which may be suitable
for more than one account, the Fund may be unable to take full advantage of that opportunity
due to an allocation of filled purchase or sale orders across all eligible accounts.
To deal with these situations, the Adviser/Subadvisers have adopted procedures for allocating
portfolio transactions across multiple accounts.

 

With
respect to securities transactions for the Fund, the Adviser/Subadvisers determine which
broker to use to execute each order, consistent with their duty to seek best execution
of the transaction. However, with respect to certain other accounts (such as other pooled
investment vehicles that are not registered mutual funds and other accounts managed for
organizations and individuals), the Adviser/Subadvisers may be limited by the client
with respect to the selection of brokers or may be instructed to direct trades through
a particular broker. In these cases, the Adviser/Subadvisers may place separate, non-simultaneous
transactions for the Fund and another account which may temporarily affect the market
price of the security or the execution of the transaction, or both, to the detriment
of the Fund or the other account.

 

Finally,
the appearance of a conflict of interest may arise if the Adviser/Subadvisers have an
incentive, such as a performance-based management fee, which relates to the management
of one fund or account but not all funds and accounts with respect to which a portfolio
manager has day-to-day management responsibilities.

The
Adviser/Subadvisers have adopted certain compliance procedures, which are designed to address these types of conflicts. The Adviser/Subadvisers
have developed and implemented policies and procedures designed to ensure that all clients are treated equitably. In addition,
compliance oversight and monitoring ensures adherence to policies designed to avoid conflicts. The Adviser’s/Subadvisers’
polices and procedures address trade aggregation and allocation. Additionally, given the nature of the Adviser’s/Subadvisers’
investment process and their Fund and/or other accounts, the Adviser’s/Subadvisers’ investment management team services
are typically applied collectively to the management of all the Funds and/or other accounts following the same strategy.

 

Fund
performance is not a determinative factor in compensation, as it might encourage investment decisions deviating from the Fund’s
mandate. To mitigate the potential for conflict to have a team member favor one Fund over another Fund and/or other account, the
Adviser/Subadvisers have established procedures, including policies to monitor trading and best execution for all funds and/or
other accounts.

 

There
is no guarantee that such procedures will detect each and every situation in which a conflict arises.

 

Information
Concerning Compensation of Portfolio Managers.

 

The
portfolio managers’ compensation, which is paid by Acuitas, consists of a salary and discretionary bonus. The base salary
is based on the individuals’ job description, and the overall qualifications, experience and tenure at Acuitas. The bonus
is based upon the profitability of the firm and individual performance. Individual performance is subjective and may be based
on a number of factors.

 

Portfolio
Manager Ownership in the Fund.
The Adviser has provided the following information regarding the portfolio manager’s
ownership in the Fund as of June 30, 2023:

 

Portfolio
Manager
Dollar
Range of Beneficial Ownership in the Fund
as
of June 30, 2023
Dennis
W. Jensen
$100,001
– $500,000
Matt
Nieman
$10,001
– $50,000
Christopher
D. Tessin
$100,001
– $500,000

 

Fees.
Subject to the general oversight of the Board, the Adviser makes investment decisions for the Fund pursuant to an investment
advisory agreement between the Adviser and the Trust, on behalf of the Fund (the “Advisory Agreement”). The Adviser
receives an advisory fee from the Fund at an annual rate equal to 1.25% of the Fund’s average annual daily net assets under
the terms of the Advisory Agreement. The actual advisory fee rate retained by the Adviser for the fiscal year ended June 30, 2023
was 0.75%. The aggregate amount paid by the Adviser to its Subadvisers for the fiscal year ended June 30, 2023 was 0.49%. The
Adviser has contractually agreed to waive its fee and/or reimburse Fund expenses to limit the Fund’s Net Annual Fund Operating
Expenses (excluding all taxes, interest, portfolio transaction expenses, acquired fund fees and expenses, proxy expenses and extraordinary
expenses) of Institutional Shares to 1.50%, and Investor Shares to 1.75% through November 1, 2024 (“Expense Cap”).
The Expense Cap may only be raised or eliminated with the consent of the Board of Trustees. The Adviser may recoup from the Fund
fees waived and expenses reimbursed by the Adviser pursuant to the Expense Cap if such recoupment is made within three years of
the fee waiver or expense reimbursement and does not cause the Net Annual Fund Operating Expenses of the Fund (i.e., after
the recoupment has been taken into account) to exceed the lesser of (i) the then-current expense cap and (ii) the expense cap
in place at the time the fees/expenses were waived or reimbursed. Net Annual Fund Operating Expenses will increase if exclusions
from the Expense Cap apply.

 

The
advisory fee, if not waived, is accrued daily and paid monthly by the Fund and is assessed based on the daily net assets of the
Fund. In addition to receiving its advisory fee from the Fund, the Adviser may also act and be compensated as an investment manager
for its clients with respect to assets that such clients have invested in the Fund. If you have a separately managed account with
the Adviser with assets invested in the Fund, the Adviser will not assess or receive any management fee on the portion of the
separately managed account invested in the Fund.

 

Table
1 in Appendix B shows the dollar amount of advisory fees accrued by the Fund, the amount of advisory fees waived and/or expenses
reimbursed by the Adviser, if any, and the actual advisory fees retained by the Adviser. The data provided is for the last three
fiscal years.

During
the years ended June 30, 2021, June 30, 2022 and June 30, 2023 the aggregate amount of subadvisory fees paid to the Subadvisers
was $254,983, $277,786 and $256,961 respectively. None of the Subadvisers are affiliates of the Adviser.

 

Advisory
Agreement.
The Fund’s Advisory Agreement remains in effect for an initial period of two years from the date of its effectiveness,
and thereafter the Advisory Agreement must be approved at least annually by the Board or by majority vote of the shareholders,
and in either case by a majority of the Trustees who are not parties to the Advisory Agreement or interested persons of any such
party (other than as Trustees of the Trust).

 

The
Advisory Agreement is terminable without penalty by the Trust with respect to the Fund on 60 days’ written notice when authorized
either by vote of the Fund’s shareholders or by a majority vote of the Board, or by the Adviser on 60 days’ written notice
to the Trust. The Advisory Agreement terminates immediately upon assignment.

 

Under
the Advisory Agreement, the Adviser is not liable for any mistake of judgment, mistake of law, or act or omission, except for
willful misfeasance, bad faith, or negligence in the performance of its duties or by reason of reckless disregard of its obligations
and duties under the Advisory Agreement.

 

G.
Distributor

 

Distribution
Services.
Foreside Fund Services, LLC (the “Distributor”), a wholly owned subsidiary of Foreside Financial Group,
LLC (d/b/a ACA Group), located at Three Canal Plaza, Suite 100, Portland, Maine 04101, acts as the agent of the Trust in connection
with the continuous offering of Fund shares pursuant to a Distribution Agreement with the Trust. The Distributor is a registered
broker-dealer and is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Distributor is not
affiliated with the Adviser or any other service provider for the Trust.

 

The
Distributor continually distributes shares of the Fund on a best efforts basis. The Distributor has no obligation to sell any
specific quantity of Fund shares. The Distributor and its officers have no role in determining the investment policies or which
securities are to be purchased or sold by the Trust.

 

The
Distributor may enter into agreements with selected broker-dealers, banks or other financial intermediaries for distribution of
shares of the Fund. With respect to certain financial intermediaries and related fund “supermarket” platform arrangements,
the Fund and/or the Adviser, rather than the Distributor, typically enters into such agreements. These financial intermediaries
may charge a fee for their services and may receive shareholder service or other fees from parties other than the Distributor.
These financial intermediaries may otherwise act as processing agents and are responsible for promptly transmitting purchase,
redemption and other requests to the Fund.

 

Investors
who purchase shares through financial intermediaries will be subject to the procedures of those intermediaries through which they
purchase shares, which may include charges, investment minimums, cutoff times and other restrictions in addition to, or different
from, those listed herein. Information concerning any charges or services will be provided to investors by the financial intermediary
through which they purchase shares. Investors purchasing shares of the Fund through financial intermediaries should acquaint themselves
with their financial intermediary’s procedures and should read the Prospectus in conjunction with any materials and information
provided by their financial intermediary. The financial intermediary, and not the investors, will be the shareholder of record,
although investors may have the right to vote shares depending upon their arrangement with the intermediary. The Distributor does
not receive compensation from the Fund for its distribution services except the distribution/service fees with respect to the
shares of those classes for which a Rule 12b-1 plan is effective, as applicable. The Adviser pays the Distributor a fee for certain
distribution-related services.

 

Distribution
Plan.
The Trust, including a majority of Independent Trustees who have no direct or indirect financial interest in the operation
of the Rule 12b-1 plan, has adopted a Rule 12b-1 plan under which the Fund is authorized to pay to the Distributor and any other
entity authorized by the Board, including the Adviser (collectively “payees”), a fee equal to 0.25% of the average
daily net assets of the Fund’s Investor Shares for distribution services and/or the servicing of shareholder accounts. The payees
may pay any or all amounts received under the Rule 12b-1 plan to other persons for any distribution or service activity conducted
on behalf of the Fund. The Rule 12b-1 plan is a core component of the ongoing distribution of the Fund’s Investor Shares, which
is intended to attract and retain assets from prospective investors and may realize potential economies of scale for shareholders
in the form of future lower expense ratios. Pursuant to an agreement between the Distributor and the Adviser, the Distributor
may reimburse certain distribution-related and/or shareholder servicing expenses incurred by the Adviser.

 

The
Rule 12b-1 plan provides that the payees may incur expenses for distribution and service activities including, but not limited
to (1) any sales, marketing and other activities primarily intended to result in the sale of Fund shares and (2)

providing services
to holders of shares related to their investment in the Fund, including, without limitation, providing assistance in connection
with responding to shareholder inquiries regarding the Fund’s investment objective, policies and other operational features
and inquiries regarding shareholder accounts. Expenses for such activities include compensation to employees and expenses, including
overhead and telephone and other communication expenses, of a payee who engages in or supports the distribution of Fund shares
or who provides shareholder servicing, such as responding to shareholder inquiries regarding the Fund’s operations; the incremental
costs of printing (excluding typesetting) and distributing prospectuses, statements of additional information, annual reports
and other periodic reports for use in connection with the offering or sale of Fund shares to any prospective investors; and the
costs of preparing, printing and distributing sales literature and advertising materials used by the Distributor, the Adviser
or others in connection with the offering of Fund shares for sale to the public.

 

The
Rule 12b-1 plan requires the payees to prepare and submit to the Board, at least quarterly, and the Board to review, written reports
setting forth all amounts expended under the Rule 12b-1 plan and identifying the activities for which those expenditures were
made. The Rule 12b-1 plan obligates the Fund to compensate payees for services and not to reimburse them for expenses incurred.

 

The
Rule 12b-1 plan provides that it will remain in effect for one year from the date of its adoption and thereafter shall continue
in effect provided it is approved at least annually by the shareholders or by the Board, including a majority of the Independent
Trustees. The Rule 12b-1 plan further provides that it may not be amended to materially increase the costs that the Fund or class
bears for distribution or shareholder servicing pursuant to the Rule 12b-1 plan without approval by affected shareholders and
that other material amendments of the Rule 12b-1 plan must be approved by the Independent Trustees. The Rule 12b-1 plan may be
terminated with respect to Investor Shares at any time by the Board, by a majority of the Independent Trustees or by the shareholders
of Investor Shares. No Independent Trustee has any direct or indirect financial interest in the Rule 12b-1 Plan.

 

Currently
Investor Shares are not offered for sale. Therefore there are no dollar amounts to show for fees payable by the Fund to the Distributor,
fees waived by the Distributor or its agents or actual fees received by the Distributor and its agents under the Rule 12b-1 plan.

 

H.
Other Fund Service Providers

 

Administrator,
Fund Accountant, Transfer Agent, and Compliance Services.
Apex Fund Services and its subsidiaries provide administration,
compliance, fund accounting and transfer agency services to the Fund. Apex Fund Services is a wholly owned subsidiary of Apex
US Holdings LLC.

 

Pursuant
to the Apex Fund Services Services Agreement (the “Services Agreement”), the Fund pays Apex Fund Services and its
subsidiaries a bundled fee for administration, compliance, fund accounting and transfer agency services. The Fund also pays Apex
Fund Services and its subsidiaries certain surcharges and shareholder account fees. The fee is accrued daily by the Fund and is
paid monthly based on the average net assets, transactions and positions for the prior month.

 

The
Services Agreement continues in effect until terminated, so long as its continuance is specifically approved or ratified with
such frequency and in such manner as required by applicable law. After an initial three-year term, the Services Agreement is terminable
with or without cause and without penalty by the Trust or by the Administrator on 120 days’ written notice to the other
party. The Services Agreement is also terminable for cause by the non-breaching party on at least 60 days’ written notice
to the other party, provided that such party has not cured the breach within that notice period. Under the Services Agreement,
Apex Fund Services is not liable to the Fund or the Fund’s shareholders for any act or omission, except for willful misfeasance,
bad faith or negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties under
the Services Agreement. The Services Agreement also provides that Apex Fund Services will not be liable to a shareholder for any
loss incurred due to a NAV difference if such difference is less than or equal to $0.01 and in addition, limits the amount of
any loss for which Apex Fund Services would be liable. Also, Apex Fund Services is not liable for the errors and omissions of
others, including the entities that supply security prices to Apex Fund Services and the Fund. Losses incurred by the Fund as
a result of acts or omissions by Apex Fund Services or any other service provider for which Apex Fund Services or the service
provider is not liable to the Fund would be borne by the Fund and through the Fund, by its Shareholders.

 

As
Administrator, Apex Fund Services administers the Fund’s operations except those that are the responsibility of any other
service provider hired by the Trust, all in such manner and to such extent as may be authorized by the Board. The Administrator’s
responsibilities include, but are not limited to: (1) overseeing the performance of administrative and professional services rendered
to the Fund by others, including its custodian, transfer agent and dividend disbursing agent

as well as legal, auditing, shareholder
servicing and other services performed for the Fund; (2) preparing for filing and filing certain regulatory filings (i.e.,
registration statements and shareholder reports) subject to Trust counsel and/or independent auditor oversight; (3) overseeing
the preparation and filing of the Fund’s tax returns, the preparation of financial statements and related reports to the
Fund’s shareholders, the SEC and state and other securities administrators; (4) providing the Fund with adequate general
office space and facilities and providing persons suitable to the Board to serve as officers of the Trust; (5)
assisting the Adviser in monitoring Fund holdings for compliance with prospectus investment restrictions and assisting in
preparation of periodic compliance reports; and (6) with the cooperation of the Adviser, the officers of the Trust and other
relevant parties, preparing and disseminating materials for meetings of the Board.

 

Apex
Fund Services provides a Principal Executive Officer, a Principal Financial Officer, a CCO, and an Anti-Money Laundering Compliance
Officer to the Fund, as well as certain additional compliance support functions.

 

Atlantic
Shareholder Services, LLC, 3 Canal Plaza, Portland, Maine 04101 (the “Transfer Agent”), a wholly owned subsidiary
of Apex US Holdings LLC (d/b/a Apex Fund Services), serves as transfer agent and distribution paying agent for the Fund. The Transfer
Agent is registered as a transfer agent with the SEC. The Transfer Agent maintains an account for each shareholder of record of
the Fund and is responsible for processing purchase and redemption requests and paying distributions to shareholders of record.

 

As
Fund accountant, Apex Fund Services provides fund accounting services to the Fund. These services include calculating the NAV
of each Fund class.

 

Table
2 in Appendix B shows the dollar amount of the fees accrued by the Fund for administration services, the amount of fees waived
by Apex Fund Services, if any, and the actual fees retained by Apex Fund Services under the Services Agreement. The data provided
is for the last three fiscal years.

 

Custodian.
U.S. Bank, N.A. (the “Custodian”) is the custodian for the Fund. The Custodian safeguards and controls the Fund’s
cash and securities, determines income and collects interest on Fund investments. The Custodian may employ subcustodians to provide
custody of the Fund’s domestic and foreign assets. The Custodian also maintains certain books and records of the Fund that are
required by applicable federal regulations. The Custodian is located at 1155 N. Rivercenter Dr., MK-WI-S302, Milwaukee, Wisconsin
53212.

 

Legal
Counsel.
Stradley Ronon Stevens & Young, LLP, 2000 K Street, N.W., Suite 700, Washington, DC 20006-1871, serves as legal
counsel to the Trust.

 

Independent
Registered Public Accounting Firm.
Cohen & Company, Ltd. (“Cohen”), 1835 Market Street, Suite 310, Philadelphia,
Pennsylvania 19103, is the independent registered public accounting firm for the Fund, providing audit and tax services. Cohen
audits the annual financial statements of the Fund and provides the Fund with an audit opinion. Cohen also reviews certain regulatory
filings of the Fund. BBD, LLP (“BBD”) served as the Fund’s independent registered public accounting firm prior to
the acquisition of BBD’s Investment Management Group by Cohen in 2023.

PORTFOLIO
TRANSACTIONS

 

A.
How Securities are Purchased and Sold

 

Purchases
and sales of portfolio securities that are fixed-income securities (for instance, money market instruments and bonds, notes and
bills) usually are principal transactions. In a principal transaction, the party from which the Fund purchases or to which the
Fund sells is acting on its own behalf (and not as the agent of some other party such as its customers). These securities normally
are purchased directly from the issuer or from an underwriter or market maker for the securities. There usually are no brokerage
commissions paid for these securities.

 

Purchases
and sales of portfolio securities that are equity securities (for instance, common stock and preferred stock) are generally effected
if (1) the security is traded on an exchange, through brokers that charge commissions and (2) the security is traded in the over-the-counter
markets, in a principal transaction directly from a market maker. In transactions on stock exchanges, commissions are negotiated.

 

When
transactions are executed in an over-the-counter market, the Adviser or a Subadviser will seek to deal with the primary market
makers, but when necessary in order to obtain best execution, the Adviser or a Subadviser will utilize the services of others.

 

The
price of securities purchased from underwriters includes a disclosed fixed commission or concession paid by the issuer to the
underwriter, and prices of securities purchased from dealers serving as market makers reflect the spread between the bid and asked
price.

 

In
the case of fixed-income and equity securities traded in the over-the-counter markets, there is generally no stated commission,
but the price usually includes an undisclosed commission, markup or markdown.

 

B.
Commissions Paid

 

Table
3 in Appendix B shows the dollar amount of the aggregate brokerage commissions paid by the Fund; the amount of commissions paid
to an affiliate of the Fund, the Adviser, Subadviser or the Distributor; the percentage of brokerage commissions paid to an affiliate
of the Fund, the Adviser, Subadviser or the Distributor; and the percentage of transactions executed by an affiliate of the Fund,
the Adviser, Subadviser or the Distributor. The data provided is for the last three fiscal years.

 

C.
Adviser Responsibility for Purchases and Sales and Choosing Broker-Dealers

 

The
Adviser or Subadviser places orders for the purchase and sale of securities with broker-dealers selected by and at the discretion
of the Adviser or Subadviser. The Fund does not have any obligation to deal with a specific broker or dealer in the execution
of portfolio transactions. Allocations of transactions to brokers and dealers and the frequency of transactions are determined
by the Adviser in its best judgment and in a manner deemed to be in the best interest of the Fund rather than by any formula.

 

The
Adviser or Subadviser seeks “best execution” for all portfolio transactions. This means that the Adviser or Subadviser
seeks the most favorable price and execution available. The Fund may not always pay the lowest commission or spread available.
Rather, in determining the amount of commissions (including certain dealer spreads) paid in connection with securities transactions,
the Adviser or Subadviser takes into account factors such as size of the order, the difficulty of execution, the efficiency of
the executing broker’s facilities (which if applicable, would include the research services described below) and any risk
assumed by the executing broker-dealer. The Fund may pay a higher commission if, for example, the broker-dealer has specific expertise
in a particular type of transaction (due to factors such as size or difficulty), or it is efficient in trade execution.

 

The
Adviser or Subadviser could also give consideration to brokerage and research services furnished to the Adviser or Subadviser
by broker-dealers and could cause the Fund to pay these broker-dealers a higher commission or spread than may be charged by other
broker-dealers. Research services could include reports that are common in the industry, such as research reports and periodicals,
quotation systems, software for portfolio management and formal databases. Typically, the Adviser or Subadviser uses the research
to manage all client accounts. Therefore, commission dollars spent for research, if any, would generally benefit all of the Adviser’s
or Subadviser’s clients and the Fund’s investors, although a particular client may not benefit from research received
on each occasion. The Adviser or Subadviser does not reduce their fees because the Adviser or Subadviser receives research.

Table
4 in Appendix B lists the Fund’s directed brokerage in return for research services, the amount of transactions so directed,
and the amount of commissions earned by the broker-dealer for the fiscal year.

 

D.
Counterparty Risk

 

The
Adviser or a Subadviser monitors the creditworthiness of counterparties to the Fund’s transactions and intends to enter into a
transaction only when it believes that the counterparty presents appropriate credit risks.

 

E.
Transactions through Affiliates

 

The
Adviser or a Subadviser may effect brokerage transactions through affiliates of the Adviser or a Subadviser (or affiliates of
those persons) pursuant to procedures adopted by the Trust and in accordance with applicable law.

 

F.
Other Accounts of the Adviser

 

Investment
decisions are the product of many factors, including basic suitability for the particular client involved. Likewise, a particular
security may be bought or sold for certain clients even though it could have been bought or sold for other clients at the same
time. In some instances, with any required consent, one client may sell a particular security to another client. In addition,
two or more clients may simultaneously purchase or sell the same security, in which event each day’s transactions in such
security are, insofar as is possible, averaged as to price and allocated between such clients in a manner which, in the Adviser’s
or a Subadviser’s opinion, is in the best interest of the affected accounts and is equitable to each and in accordance with
the amount being purchased or sold by each. There may be circumstances when purchases or sales of a portfolio security for one
client could have an adverse effect on another client that has a position in that security. In addition, when purchases or sales
of the same security for the Fund and other client accounts managed by the Adviser occur contemporaneously, the purchase or sale
orders may be aggregated in order to obtain any price advantages available to large denomination purchases or sales.

 

G.
Portfolio Turnover

 

The
frequency of portfolio transactions of the Fund (the portfolio turnover rate) will vary from year to year depending on many factors.
From time to time, a Fund may engage in active short-term trading to take advantage of price movements affecting individual issues,
groups of issues or markets. Higher portfolio turnover rates may result in increased brokerage costs to the Fund and a possible
increase in short-term capital gains (taxable to shareholders as ordinary income when distributed to them) or losses. An annual
portfolio turnover rate of 100% would occur if all the securities in the Fund were replaced once in a period of one year.

 

Portfolio
turnover rate is defined under the rules of the SEC as the value of the securities purchased or securities sold, excluding all
securities whose maturities at time of acquisition were one year or less, divided by the average monthly value of such securities
owned during the year. Based on this definition, instruments with remaining maturities of less than one year, including options
in which the Fund invests, are excluded from the calculation of portfolio turnover rate.

 

H.
Securities of Regular Broker-Dealers

 

From
time to time the Fund may acquire and hold securities issued by its “regular brokers and dealers” or the parents of
those brokers and dealers. For this purpose, regular brokers and dealers are the ten brokers or dealers that: (1) received the
greatest amount of brokerage commissions during the Fund’s last fiscal year; (2) engaged in the largest amount of principal
transactions for portfolio transactions of the Fund during the Fund’s last fiscal year; or (3) sold the largest amount of
the Fund’s shares during the Fund’s last fiscal year.

 

Table
5 in Appendix B lists the regular brokers and dealers of the Fund whose securities (or the securities of the parent company) were
acquired for the fiscal year and the aggregate value of the Fund’s holdings of those securities as of the Fund’s most
recent fiscal year ended June 30, 2023.

 

I.
Portfolio Holdings

 

Portfolio
holdings as of the end of the Fund’s annual and semi-annual fiscal periods are reported to the SEC on Form N-CSR within 10 days of the
mailing of the annual or semi-annual report (typically no later than 70 days after the end of each period). Monthly portfolio disclosures
will be filed with the SEC on Form N-PORT no later than 60 days after the end of each fiscal quarter. The monthly holdings reports on
Form N-PORT for the first and second months of the fiscal quarter will

remain
nonpublic and the monthly holdings report for the third month of the fiscal quarter will become publicly available upon filing
(with the exception of certain items). You may request a copy of the Fund’s latest annual or semi-annual report to shareholders
or a copy of the Fund’s latest Form N-PORT, when it is available, which contains the Fund’s portfolio holdings, by contacting
the Transfer Agent at the address or phone number listed on the cover of this SAI. You may also obtain a copy of the Fund’s latest
Form N-CSR and Form N-PORT by accessing the SEC’s website at www.sec.gov.

 

The
Fund’s nonpublic portfolio holdings information is received by certain service providers in advance of public release in
the course of performing or enabling them to perform the contractual or fiduciary duties necessary for the Fund’s operations
that the Fund has retained them to perform so long as the disclosure is subject to duties of confidentiality imposed by law and/or
contract as determined by the Fund’s officers and, if applicable, the Board. The Fund’s portfolio holdings are available
in real-time on a daily basis to the Adviser, the Administrator and the Custodian. In addition, the Distributor, the independent
auditors, proxy voting services, mailing services, financial printers and ratings or ranking organizations may have access, but
not on a daily real-time basis, to the Fund’s nonpublic portfolio holdings information on an ongoing basis. The Trustees,
Trust’s officers, legal counsel to the Trust and to the Independent Trustees and the Fund’s independent registered public
accounting firm may receive similar information on an as needed basis.

 

From
time to time, nonpublic information regarding the Fund’s portfolio holdings may also be disclosed to certain mutual fund
consultants, analysts or other entities or persons (“Recipients”) that have a legitimate business purpose in receiving
such information. Any disclosure of information more current than the latest publicly available portfolio holdings information
will be made only if a Trust officer determines that: (1) the more current information is necessary for a Recipient to complete
a specified task; (2) the Fund has legitimate business purposes for disclosing the information; and (3) the disclosure is in the
best interests of the Fund and its shareholders. Any Recipient receiving such information will be required to agree in writing
to: (a) keep the information confidential; (b) use it only for agreed-upon purposes; and (c) not trade or advise others to trade
securities, including shares of the Fund, on the basis of the information. Confidentiality agreements entered into for the receipt
of nonpublic information typically will also provide, among other things, that the Recipient: (i) will limit access to the information
to its employees and agents who are obligated to keep and treat such information as confidential; (ii) will assume responsibility
for any breach of the terms of the confidentiality agreement by its employees; and (iii) upon request from the Trust, will return
or promptly destroy the information. Any Recipient that is a ratings or ranking organization receiving such information must have
in place control mechanisms to reasonably ensure or otherwise agree that: (x) the holdings information will be kept confidential;
(y) no employee will use the information to effect trading or for their personal benefit; and (z) the nature and type of information
that any employee, in turn, may disclose to third-parties is limited. The Trust officer will report to the Board at its next regularly
scheduled Board meeting the entering into of an agreement with a Recipient for the disclosure of nonpublic portfolio holdings
information and will include in the report the Trust officer’s reasons for determining to permit such disclosure.

 

The
Adviser or a Subadviser may provide investment management for accounts of clients other than the Fund, which may result in some
of those accounts having a composition substantially similar to that of the Fund. The Adviser, Subadvisers and their affiliates
may provide regular information to clients and others regarding the holdings in accounts that each manages, but no information
is provided to clients or others that identifies the actual composition of the Fund’s holdings, specifies the amount of
the Fund’s assets invested in a security or specifies the extent of any such similarities among accounts managed by the
Adviser or Subadviser.

 

No
compensation is received by the Fund, or, to the Fund’s knowledge, paid to the Adviser or any other party in connection with the
disclosure of the Fund’s portfolio holdings. The codes of ethics of the Trust and the Adviser are intended to address, among other
things, potential conflicts of interest arising from the misuse of information concerning the Fund’s portfolio holdings.
In addition, the Fund’s service providers may be subject to confidentiality provisions contained within their service agreements,
codes of ethics, professional codes and other similar policies that address conflicts of interest arising from the misuse of this
information.

 

The
Adviser, the Administrator and the Distributor must inform a Trust officer if they identify any conflict between the interests
of shareholders and those of another party resulting from the disclosure of nonpublic portfolio holdings information. These conflicts
will be reported to the Board for appropriate action at its next regularly scheduled meeting.

 

There
is no assurance that the Fund’s portfolio holdings disclosure policy will protect the Fund against potential misuse of holdings
information by individuals or firms in possession of that information.

PURCHASE
AND REDEMPTION INFORMATION

 

A.
General Information

 

You
may effect purchases or redemptions or request any shareholder privilege by contacting the Transfer Agent.

 

The
Fund accepts orders for the purchase or redemption of shares of the Fund on any weekday except days when the New York Stock Exchange
(the “NYSE”) is closed. Under unusual circumstances, the Fund may accept orders when the NYSE is closed if deemed
appropriate by the Trust’s officers.

 

The
shares of the Fund may not be available for sale in the state in which you reside. Please check with your investment professional
to determine the Fund’s availability.

 

B.
Additional Purchase Information

 

Shares
of the Fund are offered on a continuous basis by the Distributor.

 

The
Fund reserves the right to refuse any purchase request.

 

Fund
shares are normally issued for cash only. In its discretion, the Fund may accept portfolio securities that meet the
investment objective and policies of the Fund as payment for Fund shares. The Fund may allow an in kind purchase provided
that, among other things: (i) the purchase will not dilute the interests of its shareholders; (ii) the assets accepted by the
Fund consist of securities that are appropriate, in type and amount, for investment by the Fund in light of its investment
objective and policies and current holdings; (iii) market quotations are readily available for the securities; (iv) in
determining the value of the assets contributed and the corresponding amount of shares issued, the Trust’s Valuation
Policy will be applied; (v)  the transaction must comply with the Trust’s Affiliated Persons and Transactions
Policy if the person investing is an affiliated person; and (vi) the Adviser to the Fund discloses to the Board the existence
of, and all material facts relating to, any conflicts of interest between the Adviser and the Fund in the proposed in-kind
purchase.

 

IRAs.
All contributions into an individual retirement account (an “IRA”) through the automatic investing service are
treated as IRA contributions made during the year that the contribution is received.

 

UGMAs/UTMAs.
If the custodian’s name is not in the account registration of a gift or transfer to minor (“UGMA/UTMA”)
account, the custodian must provide instructions in a manner indicating custodial capacity.

 

C.
Additional Redemption Information

 

You
may redeem Fund shares at NAV.

 

The
Fund may redeem shares involuntarily, (1) to reimburse the Fund for any loss sustained by reason of the failure of a shareholder
to make full payment for shares purchased by the shareholder; or (2) to collect any charge relating to transactions effected for
the benefit of a shareholder that is applicable to the Fund’s shares as provided in the Prospectus.

 

Suspension
of Right of Redemption.
The right of redemption may not be suspended for more than seven days after the tender of Fund shares,
except for any period during which: (1) the NYSE is closed (other than customary weekend and holiday closings) or during which
the SEC determines that trading thereon is restricted; (2) an emergency (as determined by the SEC) exists as a result of which
disposal by the Fund of its securities is not reasonably practicable or as a result of which it is not reasonably practicable
for the Fund fairly to determine the value of its net assets; or (3) the SEC has entered a suspension order for the protection
of the shareholders of the Fund.

 

Redemption
in Kind.
Redemption proceeds normally are paid in cash. The Trust has filed an election with the SEC, however, pursuant to
which the Fund may effect a redemption in portfolio securities at the shareholder’s request or if the shareholder is redeeming
more than $250,000 or 1% of the Fund’s total net assets, whichever is less, during any 90-day period. To the extent the
Fund satisfies a redemption request by distributing portfolio securities, it will do so pursuant to procedures adopted by the
Board. If the Fund pays redemption proceeds in kind, the redeeming shareholder may incur transaction costs to dispose of the securities
and may receive less for them than the price at which they were valued for purposes of redemption. In addition, if the Fund redeems
shares in this manner, the shareholder assumes the risk of a subsequent change in the market value of those securities, the costs
of liquidating the securities (such as brokerage costs) and the possibility of a lack of a liquid market for those securities.
In-kind redemptions may take the form of a pro rata portion of the Fund’s portfolio, individual securities, or a representative
basket of securities.

NAV
Determination.
The offering price for Fund shares is at their current NAV. In determining the NAV of the Fund, securities
for which market quotations are readily available are valued at current market value using the last reported sales price or the
official closing price from the primary exchange where the security is listed, as provided by an independent pricing service or,
if no sales price is reported, the mean of the last bid and ask prices. If market quotations are not readily available or the
Fund reasonably believes that they are unreliable, then securities are valued at fair value, as determined by the Adviser, in
its capacity as the valuation designee. For further information, see the “General Information” section in the Prospectus.

 

Distributions.
Distributions of net investment income will be reinvested at the NAV of the applicable class (unless you elect to receive
distributions in cash) as of the last day of the period with respect to which the distribution is paid. Distributions of net realized
capital gains will be reinvested at the NAV of the applicable class (unless you elect to receive distributions in cash) on the
payment date for the distribution. Cash payments may be made more than seven days following the date on which distributions would
otherwise be reinvested.

TAXATION

 

The
tax information set forth in the Prospectus and in this section relates solely to federal tax law and assumes that the Fund qualifies
for treatment as a RIC under that law (as discussed below). This information is only a summary of certain key federal income tax
considerations affecting the Fund and its shareholders and is in addition to the information provided in the Prospectus. No attempt
has been made to present a complete explanation of the federal tax treatment of the Fund or the tax implications to shareholders.
The discussions here and in the Prospectus are not intended as substitutes for careful tax planning.

 

This
“Taxation” section is based on the IRC, the regulations thereunder, and IRS interpretations and similar authority
on which the Fund may rely, all as in effect on the date hereof, as well as on court decisions through that date. Future legislative,
regulatory or administrative changes or court decisions may significantly change the tax rules applicable to the Fund and its
shareholders. Any of these changes or court decisions may have a retroactive effect.

 

This
is for general information only and not tax advice. Each investor should consult their own tax advisor as to the federal, state,
local, and foreign tax provisions applicable to them.

 

A.
Qualification for Treatment as a Regulated Investment Company

 

The
Fund has elected and intends to qualify, or, if newly organized, intends to elect and qualify for each taxable year as a RIC under
the IRC. This qualification does not involve governmental supervision of management or investment practices or policies of the
Fund.

 

The
taxable year-end of the Fund is June 30, which is the same as the Fund’s fiscal year-end.

 

Qualification
as a Regulated Investment Company.
As a RIC, the Fund will not be subject to federal income tax on the portion of its investment
company taxable income (generally, interest, dividends, the excess of net short-term capital gain over net long-term capital loss,
net gains and losses from certain foreign currency transactions and other ordinary income, net of expenses, without regard to
the deduction for dividends paid) and net capital gain (that is, the excess of net long-term capital gain over net short-term
capital loss) that it distributes to shareholders. To qualify to be taxed as a RIC for a taxable year, the Fund must satisfy the
following requirements, among others:

 

The
Fund must distribute an amount equal to the sum of at least 90% of its investment company
taxable income for the taxable year (“Distribution Requirement”). Certain
distributions made by the Fund after the close of its taxable year are considered distributions
attributable to that taxable year for purposes of satisfying this requirement.

 

The
Fund must derive at least 90% of its gross income for the taxable year from (1) dividends,
interest, payments with respect to securities loans, and gains from the sale or other
disposition of securities or foreign currencies, or other income (including gains from
options, futures or forward contracts) derived from its business of investing in securities
or those currencies and (2) net income from an interest in a qualified publicly traded
partnership (“QPTP”) (“Gross Income Requirement”). A QPTP is
defined as a “publicly traded partnership” (generally, a partnership the
interests in which are “traded on an established securities market” or are
“readily tradable on a secondary market (or the substantial equivalent thereof)”)
that derives less than 90% of its gross income from income described in clause (1).

 

The
Fund must satisfy the following asset diversification requirements (“Diversification
Requirements”) at the close of each quarter of the taxable year: (1) at least 50%
of the value of its total assets must consist of cash and cash items, U.S. government
securities, securities of other RICs, and securities of other issuers, with these other
securities limited, in respect of any one issuer, to an amount that does not exceed 5%
of the value of the Fund’s total assets and that does not represent more than 10%
of the issuer’s outstanding voting securities (equity securities of a QPTP being
considered voting securities for these purposes); and (2) no more than 25% of the value
of its total assets may be invested in (a) the securities of any one issuer (other than
U.S. government securities and securities of other RICs), (b) the securities (other than
securities of other RICs) of two or more issuers that the Fund controls and that are
engaged in the same, similar, or related trades or businesses, or (c) the securities
of one or more QPTPs.

 

In
some circumstances, the character and timing of income realized by the Fund for purposes of the Gross Income Requirement or the
identification of the issuer for purposes of the Diversification Requirements is uncertain under current law with respect to a
particular investment, and an adverse determination or future guidance by the IRS with respect to such

type of investment may
adversely affect the Fund’s ability to satisfy these requirements. See, “Certain Tax Rules Applicable to Fund Transactions”
below with respect to the application of these requirements to certain types of investments. In other circumstances, the Fund
may be required to sell portfolio holdings in order to meet the Gross Income Requirement, Distribution Requirement, or Diversification
Requirements, which may have a negative impact on the Fund’s income and performance.

 

Failure
to Qualify.
If for any taxable year the Fund does not qualify for treatment as a RIC, all of its taxable income (including
its net capital gain) would be subject to tax at the corporate income tax rate without any deduction for dividends paid to shareholders,
and the dividends would be taxable to the shareholders as ordinary income to the extent of the Fund’s current and accumulated
earnings and profits (except that, for individual and certain other non-corporate shareholders, the part thereof that is “qualified
dividend income” (as described below) would be subject to federal income tax at the rates for net capital gain – a
maximum rate of 15% or 20%, depending on a shareholder’s level of taxable income and the shareholder’s filing status
– and those dividends would be eligible for the dividends-received deduction available to corporations under certain circumstances).
Furthermore, the Fund could be required to recognize unrealized gains, pay substantial taxes and interest, and make substantial
distributions before requalifying for RIC treatment. The Board reserves the right not to maintain the qualification of the Fund
as a RIC if it determines such a course of action to be beneficial to shareholders.

 

Failure
to qualify for treatment as a RIC would thus have a negative impact on the Fund’s after-tax performance. It is possible
that the Fund will not qualify as a RIC in any given taxable year.

 

If
the Fund fails to satisfy the Gross Income Requirement for any taxable year, it nevertheless will be considered to have satisfied
that requirement for that year if, among other things, the failure “is due to reasonable cause and not due to willful neglect”
and the Fund pays a tax in an amount equal to the excess of its gross income that is not qualifying income for purposes of that
requirement over one-ninth of its gross income that is such qualifying income.

 

If
the Fund fails to satisfy either of the Diversification Requirements at the close of any quarter of its taxable year by reason
of a discrepancy existing immediately after its acquisition of any security that is wholly or partly the result of that acquisition
during that quarter, it will not lose its status for that quarter as a RIC if the discrepancy is eliminated within 30 days after
the quarter’s close. If the Fund fails to satisfy either of the Diversification Requirements (other than a “de minimis”
failure, as defined in the IRC) for a quarter and the preceding sentence does not apply, it nevertheless will be considered to
have satisfied those requirements for that quarter if, among other things, the failure “is due to reasonable cause and not
due to willful neglect” and the Fund disposes of the assets that caused the failure within six months after the last day
of the quarter in which it identifies the failure in the manner to be prescribed by the IRS; in that case, the Fund will also
be liable for a tax equal to the greater of $50,000 or the amount determined by multiplying the net income generated by those
assets for the period from the date the failure occurs to the date of disposition thereof by the rate of tax applicable to corporations.

 

Portfolio
Turnover.
For investors that hold their Fund shares in a taxable account, a high portfolio turnover rate may result in higher
taxes. This is because a fund with a high turnover rate is likely to accelerate the recognition of capital gains and more of such
gains are likely to be taxable as short-term rather than long-term capital gains in contrast to a comparable fund with a low turnover
rate. Any such higher taxes would reduce the Fund’s after-tax performance.

 

Deferral
of Late Year Losses.
The Fund may elect to treat part or all of any “qualified late year loss” as if it had been
incurred in the succeeding taxable year in determining the Fund’s taxable income, net capital gain, net short-term capital
gain, and earnings and profits. The effect of this election is to treat any such “qualified late year loss” as if
it had been incurred in the succeeding taxable year in characterizing Fund distributions for any calendar year. A “qualified
late year loss” includes:

 

any
net capital loss incurred after October 31 of the current taxable year, or, if there
is no such loss, any net long-term capital loss or any net short-term capital loss incurred
after October 31 of the current taxable year (“post-October capital losses”),
and

 

the
sum of (1) the excess, if any, of (a) specified losses incurred after October 31 of the
current taxable year, over (b) specified gains incurred after October 31 of the current
taxable year and (2) the excess, if any, of (a) ordinary losses incurred after December
31 of the current taxable year, over (b) the ordinary income incurred after December
31 of the current taxable year.

 

The
terms “specified losses” and “specified gains” mean ordinary losses and gains from the sale, exchange,
or other disposition of property (including the termination of a position with respect to such property), foreign currency losses
and

gains, and losses and gains resulting from holding stock in a passive foreign investment company (“PFIC”) for
which a mark-to-market election is in effect. The terms “ordinary losses” and “ordinary income” mean other
ordinary losses and income that are not described in the preceding sentence.

 

Undistributed
Capital Gains.
The Fund may retain or distribute to shareholders its net capital gain for each taxable year. The Fund currently
intends to distribute net capital gains. If the Fund elects to retain its net capital gain, the Fund will be taxed thereon (except
to the extent of any available capital loss carryovers) at the corporate income tax rate. If the Fund elects to retain its net
capital gain, it is expected that the Fund also will elect to have shareholders treated as if each received a distribution of
its pro rata share of such gain, with the result that each shareholder will be required to report its pro rata share of such gain
on its tax return as long-term capital gain, will receive a refundable tax credit for its pro rata share of tax paid by the Fund
on the gain, and will increase the tax basis for its shares by an amount equal to the deemed distribution less the tax credit.

 

B.
Fund Distributions

 

Each
distribution by the Fund will be treated in the manner described below regardless of whether the distribution is paid in cash
or reinvested in additional shares of the Fund (or of another fund). If the shareholder receives a distribution in the form of
a reinvestment in additional shares, the shareholder will be treated as having received a distribution in an amount equal to the
fair market value of the shares received, determined as of the reinvestment date.

 

Distributions
of Net Investment Income.
The Fund anticipates distributing substantially all of its investment company taxable income for
each taxable year. The Fund receives income generally in the form of dividends and/or interest on its investments. The Fund may
also recognize ordinary income from other sources, including, but not limited to, certain gains on foreign currency-related transactions.
This income, less expenses incurred in the operation of the Fund, constitutes the Fund’s net investment income from which
dividends may be paid to you. If a shareholder is a taxable investor, these distributions generally will be taxable to the shareholder
as ordinary income to the extent of the Fund’s earnings and profits.

 

Qualified
Dividend Income for Individuals.
A portion of the Fund’s distributions may be treated as “qualified dividend income,”
taxable to individuals and certain other non-corporate shareholders at maximum federal tax rates of 15% or 20%, depending on a
shareholder’s level of taxable income and the shareholder’s filing status. A distribution is treated as qualified
dividend income by a shareholder to the extent that (1) the Fund receives dividend income from taxable domestic corporations and
certain qualified foreign corporations, provided that holding period and certain other requirements are met, and (2) the shareholder
meets those requirements with respect to Fund shares on which the distribution is paid. To the extent that the Fund’s distributions
are attributable to other sources, such as interest or capital gains, the distributions will not be treated as qualified dividend
income. The Fund’s distributions of dividends that it receives from U.S. real estate investment trusts, derivatives, fixed
income securities, and PFICs generally will not constitute qualified dividend income.

 

Dividends-Received
Deduction for Corporations.
For corporate shareholders, a portion of the dividends paid by the Fund may qualify for the 50%
corporate dividends-received deduction. The portion of dividends paid by the Fund that so qualifies will be reported by the Fund
to shareholders each year and cannot exceed the gross amount of dividends received by the Fund from domestic (U.S.) corporations.
The availability of the dividends-received deduction is subject to certain holding period and debt financing restrictions that
apply to both the Fund and the investor. Specifically, the amount that the Fund may report as eligible for the dividends-received
deduction will be reduced or eliminated if the shares on which the dividends earned by the Fund were debt-financed or held by
the Fund for less than a minimum period of time, generally 46 days during a 91-day period beginning 45 days before the stock becomes
ex-dividend. Similarly, if your Fund shares are debt-financed or held by you for less than a 46-day period then the dividends-received
deduction for Fund dividends on your shares may also be reduced or eliminated. Income derived by the Fund from investments in
derivatives, fixed income and foreign securities generally is not eligible for this treatment.

 

Distributions
of Capital Gains.
The Fund anticipates distributing substantially all of its net capital gain (after reduction for any capital
loss carryovers, i.e., unutilized capital losses from prior taxable years) for each taxable year. These distributions generally
will be made only once a year, usually in December, but the Fund may make additional distributions of net capital gain at any
time during the year. The Fund may derive capital gain and loss in connection with sales or other dispositions of its portfolio
securities. Distributions derived from the excess of net short-term capital gain over net long-term capital loss will be taxable
to you as ordinary income. Distributions paid from the excess of net long-term capital gain over net short-term capital loss will
be taxable to you as long-term capital gain, regardless of how long you have held your shares in the Fund. These distributions
will not qualify for the corporate dividends-received deduction or as qualified dividend income for non-corporate shareholders.

Return
of Capital.
A distribution by the Fund that does not constitute an ordinary income dividend or capital gain dividend will
be treated as a return of capital. A return of capital distribution will reduce the shareholder’s tax basis of shares and
will be treated as gain from the sale of the shares to the extent the basis would be reduced below zero. Return of capital distributions
can occur for a number of reasons, including, among others, the Fund over-estimates the income to be received from certain investments.

 

Capital
Loss Carryovers.
The capital losses of the Fund, if any, do not flow through to shareholders. Rather, the Fund may use its
capital losses, subject to applicable limitations, to offset its capital gains without being required to pay taxes on or distribute
to shareholders such gains that are offset by the losses. If the Fund has a “net capital loss” (that is, capital losses
in excess of capital gains), the excess (if any) of the Fund’s net short-term capital losses over its net long-term capital
gains is treated as a short-term capital loss arising on the first day of the Fund’s next taxable year, and the excess (if
any) of the Fund’s net long-term capital losses over its net short-term capital gains is treated as a long-term capital
loss arising on the first day of the Fund’s next taxable year. Any such net capital losses of the Fund that are not used
to offset capital gains may be carried forward indefinitely to reduce any future capital gains realized by the Fund in succeeding
taxable years. All capital loss carryovers are listed in the Fund’s financial statements.

 

The
amount of capital losses that can be carried forward and used in any single year is subject to an annual limitation if there is
a more than 50% “change in ownership” of the Fund. An ownership change generally results when shareholders owning
5% or more of the Fund increase their aggregate holdings by more than 50% over a three-year look-back period. An ownership change
could result in capital loss carryovers being used at a slower rate, thereby reducing the Fund’s ability to offset capital
gains with those losses. An increase in the amount of taxable gains distributed to the Fund’s shareholders could result
from an ownership change. The Fund undertakes no obligation to avoid or prevent an ownership change, which can occur in the normal
course of shareholder purchases and redemptions or as a result of engaging in a tax-free reorganization with another fund. Moreover,
because of circumstances beyond the Fund’s control, there can be no assurance that the Fund will not experience, or has
not already experienced, an ownership change. Additionally, if the Fund engages in a tax-free reorganization with another fund,
the effect of these and other rules not discussed herein may be to disallow or postpone the use by the Fund of its capital loss
carryovers (including any current year losses and built-in losses when realized) to offset its own gains or those of the other
fund, or vice versa, thereby reducing the tax benefits Fund shareholders would otherwise have enjoyed from use of such capital
loss carryovers.

 

Impact
of Realized but Undistributed Income and Gains, and Net Unrealized Appreciation of Portfolio Securities.
When a shareholder
purchases shares, the NAV of their shares may reflect undistributed net investment income, undistributed capital gains or net unrealized
appreciation in the value of the assets of the Fund. A distribution of that income or gain (including net gain, if any, from realizing
all or part of that appreciation) will be taxable to a shareholder in the manner described above, although the distribution economically
constitutes a partial return of capital to the shareholder unless the shareholder is investing through a tax-advantaged arrangement,
such as a 401(k) plan or an individual retirement account. The Fund may be able to reduce the amount of such distributions from
capital gains by utilizing its capital loss carryovers, if any.

 

Dividends
Declared in December and Paid in January.
Ordinarily, a shareholder is required to take distributions by the Fund into income
in the year in which they are made. A distribution declared in October, November or December of any year and payable to shareholders
of record on a specified date in one of those months, however, is deemed to be paid by the Fund and received by them on December
31 of that year if the distribution is paid in January of the following year.

 

Annual
Statements.
The Fund will send information annually to its shareholders regarding the federal income tax status of distributions
made (or deemed made) during the year.

 

Medicare
Tax.
An individual is required to pay a 3.8% federal tax on the lesser of (1) the individual’s “net investment
income,” which generally includes dividends, interest and net gains from the disposition of investment property (including
dividends and capital gain distributions the Fund pays and net gains realized on the redemption or other taxable disposition of
Fund shares) reduced by the deductions properly allocable to such income, or (2) the excess of the individual’s “modified
adjusted gross income” over a threshold amount ($250,000 for married persons filing jointly and $200,000 for single taxpayers).
This tax is in addition to any other taxes due on that income. A similar tax applies to estates and trusts. This Medicare tax,
if applicable, is reported by you on, and paid with, your federal income tax return. Shareholders should consult their tax advisors
regarding the effect, if any, this provision may have on their investment in Fund shares.

 

Pass
Through of Foreign Tax Credits.
If more than 50% of the Fund’s total assets at the end of a fiscal year is invested
in foreign securities, the Fund may elect to pass through to you your pro rata share of foreign taxes paid by the Fund. If this
election is made, the Fund may report more taxable income to you than it actually distributes. You will then be entitled

either
to deduct your share of these taxes in computing your taxable income, or to claim a foreign tax credit for these taxes against
your U.S. federal income tax (subject to limitations for certain shareholders). The Fund will provide you with the information
necessary to claim this deduction or credit on your personal income tax return if it makes this election. No deduction for foreign
tax may be claimed by a noncorporate shareholder who does not itemize deductions or who is subject to the alternative minimum
tax. Shareholders may be unable to claim a credit for the full amount of their proportionate shares of the foreign income tax
paid by the Fund due to certain limitations that may apply. The Fund reserves the right not to pass through to its shareholders
the amount of foreign income taxes paid by the Fund. Additionally, any foreign tax withheld on payments made “in lieu of”
dividends or interest will not qualify for the pass through of foreign tax credits to shareholders.

 

C.
Certain Tax Rules Applicable to Fund Transactions

 

Set
forth below is a general description of the tax treatment of certain types of securities, investment techniques and transactions
that may apply to the Fund and, in turn, affect the amount, character and timing of dividends and distributions payable by a Fund
to its shareholders. This section should be read in conjunction with the discussion above under “Investment Policies and
Risks” for a detailed description of the various types of securities and investment techniques that apply to a Fund.

 

Options,
Futures, Forward Contracts, Swap Agreements and Hedging Transactions.
In general, option premiums received by a fund are not
immediately included in the income of the fund. Instead, the premiums are recognized when the option contract expires, the option
is exercised by the holder, or the fund transfers or otherwise terminates the option (e.g., through a closing transaction).
If an option written by a fund is exercised and the fund sells or delivers the underlying stock, the fund generally will recognize
capital gain or loss equal to (a) the sum of the strike price and the option premium received by the fund minus (b) the fund’s
basis in the stock. Such gain or loss generally will be short-term or long-term depending upon the holding period of the underlying
stock. If securities are purchased by a fund pursuant to the exercise of a put option written by it, the fund generally will subtract
the premium received from its cost basis in the securities purchased. The gain or loss with respect to any termination of a fund’s
obligation under an option other than through the exercise of the option and related sale or delivery of the underlying stock
generally will be short-term gain or loss depending on whether the premium income received by the fund is greater or less than
the amount paid by the fund (if any) in terminating the transaction. Thus, for example, if an option written by a fund expires
unexercised, the fund generally will recognize short-term gain equal to the premium received.

 

The
tax treatment of certain futures contracts entered into by a fund as well as listed non-equity options written or purchased by
the fund on U.S. exchanges (including options on futures contracts, broad-based equity indices and debt securities) may be governed
by section 1256 of the IRC (“section 1256 contracts”). Gains or losses on section 1256 contracts generally are considered
60% long-term and 40% short-term capital gains or losses (“60/40”), although certain foreign currency gains and losses
from such contracts may be treated as ordinary in character. Also, any section 1256 contracts held by a fund at the end of each
taxable year (and, for purposes of the 4% excise tax, on certain other dates as prescribed under the IRC) are “marked to
market” with the result that unrealized gains or losses are treated as though they were realized and the resulting gain
or loss is treated as ordinary or 60/40 gain or loss, as applicable. Section 1256 contracts do not include any interest rate swap,
currency swap, basis swap, interest rate cap, interest rate floor, commodity swap, equity swap, equity index swap, credit default
swap, or similar agreement.

 

In
addition to the special rules described above in respect of options and futures transactions, a fund’s transactions in other
derivatives instruments (including options, forward contracts and swap agreements) as well as its other hedging, short sale, or
similar transactions, may be subject to one or more special tax rules (including the constructive sale, notional principal contract,
straddle, wash sale and short sale rules). These rules may affect whether gains and losses recognized by a fund are treated as
ordinary or capital or as short-term or long-term, accelerate the recognition of income or gains to the fund, defer losses to
the fund, and cause adjustments in the holding periods of the fund’s securities. These rules, therefore, could affect the
amount, timing and/or character of distributions to shareholders. Moreover, because the tax rules applicable to derivatives instruments
are in some cases uncertain under current law, an adverse determination or future guidance by the IRS with respect to these rules
(which determination or guidance could be retroactive) may affect whether a fund has made sufficient distributions, and otherwise
satisfied the relevant requirements, to maintain its qualification as a regulated investment company and avoid a fund-level tax.

 

Certain
of a fund’s investments in derivatives and foreign currency-denominated instruments, and the fund’s transactions in
foreign currencies and hedging activities, may produce a difference between its book income and its taxable income. If a fund’s
book income is less than the sum of its taxable income and net tax-exempt income (if any), the fund could be required to make
distributions exceeding book income to qualify as a regulated investment company. If a fund’s book

income exceeds the sum
of its taxable income and net tax-exempt income (if any), the distribution of any such excess will be treated as (i) a dividend
to the extent of the fund’s remaining earnings and profits (including current earnings and profits arising from tax-exempt
income, reduced by related deductions), (ii) thereafter, as a return of capital to the extent of the recipient’s basis in
the shares, and (iii) thereafter, as gain from the sale or exchange of a capital asset.

 

Investments
in Foreign Currencies and Securities.
Gains or losses attributable to fluctuations in exchange rates that occur between the
time that the Fund accrues interest, dividends or other receivables or accrues expenses or other liabilities denominated in a
foreign currency and the time that the Fund actually collects such receivables or pays such liabilities are treated as ordinary
income or ordinary losses. Similarly, gains or losses from the disposition of a foreign currency, or from the disposition of a
fixed-income security or a forward contract denominated in a foreign currency that are attributable to fluctuations in the value
of the foreign currency between the date of acquisition of the asset and the date of its disposition, also are treated as ordinary
income or ordinary losses. These gains or losses increase or decrease the amount of the Fund’s investment company taxable
income available to be distributed to its shareholders as ordinary income, rather than increasing or decreasing the amount of
the Fund’s net capital gain and may cause some or all of the Fund’s previously distributed income to be classified
as a return of capital.

 

PFIC
Investments.
If the Fund owns shares in a foreign corporation that constitutes a PFIC for federal income tax purposes
and the Fund does not make either of the elections described in the next two paragraphs, it will be subject to federal income
taxation on a portion of any “excess distribution” it receives from the PFIC or any gain it derives from the
disposition of such shares, even if it distributes such income as a taxable dividend to its shareholders. The Fund may also
be subject to additional interest charges in respect of deferred taxes arising from such distributions or gains. Any tax paid
by the Fund as a result of its ownership of shares in a PFIC will not give rise to any deduction or credit to the Fund or to
any shareholder. A PFIC is any foreign corporation (with certain exceptions) that, for the taxable year, either (1) derives
at least 75% of its gross income for the taxable year from “passive income” (including interest, dividends,
royalties, rents and annuities) or (2) on average, at least 50% of the value (or adjusted tax basis, if elected) of the
assets it holds produce, or are held for the production of, “passive income.” The Fund’s distributions of
income from any PFICs will not be eligible for the 15% or 20% maximum federal income tax rate on individuals’
“qualified dividend income” described above.

 

The
Fund could elect to “mark-to-market” stock in a PFIC. Under such an election, the Fund would include in gross income
(and treat as ordinary income) at the end of the Fund’s fiscal and excise tax years an amount equal to the excess, if any,
of the fair market value of the PFIC stock as of the close of such year over the Fund’s adjusted basis in the PFIC stock.
The Fund would be allowed a deduction for the excess, if any, of that adjusted basis over that fair market value, but only to
the extent of any net mark-to-market gains included by the Fund for prior taxable years. The Fund’s adjusted basis in the
PFIC stock would be adjusted to reflect the amounts included in, or deducted from, income under this election. Amounts so included,
as well as gain realized on the disposition of the PFIC stock, would be treated as ordinary income. The deductible portion of
any mark-to-market loss, as well as loss realized on the disposition of the PFIC stock to the extent that such loss does not exceed
the net mark-to-market gains previously included by the Fund, would be treated as ordinary loss. The Fund generally would not
be subject to the deferred tax and interest charge provisions discussed above with respect to PFIC stock for which a mark-to-market
election has been made. Foreign companies are not required to identify themselves as PFICs. Due to various complexities in identifying
PFICs, the Fund can give no assurances that it will be able to identify portfolio securities in foreign corporations that are
PFICs in time for the Fund to make a mark-to-market election.

 

If
the Fund purchases shares in a PFIC and elects to treat the PFIC as a “qualified electing fund,” the Fund would be
required to include in its income each year a portion of the ordinary income and net capital gains of the PFIC, even if the income
and gains were not distributed to the Fund. Any such income would be subject to the Distribution Requirement and the calendar
year Excise Tax distribution requirement described below. In most instances it will be very difficult, if not impossible, to make
this election because some of the information required to make this election may not be easily obtainable.

 

Investors
should be aware that the Fund may not be able, at the time it acquires a foreign corporation’s shares, to ascertain whether
the corporation is a PFIC and that a foreign corporation may become a PFIC after the Fund acquires shares therein. While the Fund
generally will seek not to invest in PFIC shares to avoid the tax consequences detailed above, there are no guarantees that it
will be able to do so and it reserves the right to make such investments as a matter of its investment policy.

 

Investments
in US REITs
. A US REIT is not subject to federal income tax on the income and gains it distributes to shareholders. Dividends
paid by a US REIT, other than capital gain distributions, will be taxable as ordinary income up to the amount of the US REIT’s
current and accumulated earnings and profits. Capital gain dividends paid by a US REIT to a fund will be treated as long-term
capital gains by the fund and, in turn, may be distributed by the fund to its shareholders as a capital gain distribution. Because
of certain noncash expenses, such as property depreciation, an equity US REIT’s cash flow may exceed its taxable income.
The equity US REIT, and in turn a fund, may distribute this excess cash to shareholders

in the form of a return of capital distribution.
However, if a US REIT is operated in a manner that fails to qualify as a REIT, an investment in the US REIT would become subject
to double taxation, meaning the taxable income of the US REIT would be subject to federal income tax at the corporate income tax
rate without any deduction for dividends paid to shareholders and the dividends would be taxable to shareholders as ordinary income
(or possibly as qualified dividend income) to the extent of the US REIT’s current and accumulated earnings and profits.
Also, see, “Tax Treatment of Fund Transactions — Investment in taxable mortgage pools (excess inclusion income)”
and “Non-US Investors — Investment in US real property” below with respect to certain other tax aspects of investing
in US REITs.

 

Investment
in non-US REITs
. While non-US REITs often use complex acquisition structures that seek to minimize taxation in the source
country, an investment by a fund in a non-US REIT may subject the fund, directly or indirectly, to corporate taxes, withholding
taxes, transfer taxes and other indirect taxes in the country in which the real estate acquired by the non-US REIT is located.
A fund’s pro rata share of any such taxes will reduce the fund’s return on its investment. A fund’s investment
in a non-US REIT may be considered an investment in a PFIC, as discussed above in “PFIC investments.” Additionally,
foreign withholding taxes on distributions from the non-US REIT may be reduced or eliminated under certain tax treaties, as discussed
above in “Taxation of the Fund — Foreign income tax.” Also, a fund in certain limited circumstances may be required
to file an income tax return in the source country and pay tax on any gain realized from its investment in the non-US REIT under
rules similar to those in the US, which tax foreign persons on gain realized from dispositions of interests in US real estate.

 

Investments
in partnerships and QPTPs
. For purposes of the Income Requirement, income derived by a fund from a partnership that is not
a QPTP will be treated as qualifying income only to the extent such income is attributable to items of income of the partnership
that would be qualifying income if realized directly by the fund. While the rules are not entirely clear with respect to a fund
investing in a partnership outside a master feeder structure, for purposes of testing whether a fund satisfies the Asset Diversification
Test, the fund generally is treated as owning a pro rata share of the underlying assets of a partnership. See, “Taxation
of the Fund.” In contrast, different rules apply to a partnership that is a QPTP. A QPTP is a partnership (a) the interests
in which are traded on an established securities market, (b) that is treated as a partnership for federal income tax purposes,
and (c) that derives less than 90% of its income from sources that satisfy the Income Requirement (e.g., because it invests in
commodities). All of the net income derived by a fund from an interest in a QPTP will be treated as qualifying income but the
fund may not invest more than 25% of its total assets in one or more QPTPs. However, there can be no assurance that a partnership
classified as a QPTP in one year will qualify as a QPTP in the next year. Any such failure to annually qualify as a QPTP might,
in turn, cause a fund to fail to qualify as a regulated investment company.

 

Although,
in general, the passive loss rules of the IRC do not apply to RICs, such rules do apply to a fund with respect to items attributable
to an interest in a QPTP. Fund investments in partnerships, including in QPTPs, may result in the fund being subject to state,
local or foreign income, franchise or withholding tax liabilities.

 

Investments
in Convertible Debt Securities.
Convertible debt is ordinarily treated as a “single property” consisting of a
pure debt interest until conversion, after which the investment becomes an equity interest. If the security is issued at a premium
(i.e., for cash in excess of the face amount payable on retirement), the creditor-holder may amortize the premium over
the life of the bond. If the security is issued for cash at a price below its face amount, the creditor-holder must accrue original
issue discount in income over the life of the debt. The creditor-holder’s exercise of the conversion privilege is treated
as a nontaxable event. Mandatorily convertible debt (e.g., an exchange traded note or ETN issued in the form of an unsecured
obligation that pays a return based on the performance of a specified market index, exchange currency, or commodity) is often,
but not always, treated as a contract to buy or sell the reference property rather than debt. Similarly, convertible preferred
stock with a mandatory conversion feature is ordinarily, but not always, treated as equity rather than debt. Dividends received
generally are qualified dividend income and eligible for the corporate dividends-received deduction. In general, conversion of
preferred stock for common stock of the same corporation is tax-free. Conversion of preferred stock for cash is a taxable redemption.
Any redemption premium for preferred stock that is redeemable by the issuing company might be required to be amortized under original
issue discount principles. A change in the conversion ratio or conversion price of a convertible security on account of a dividend
paid to the issuer’s other shareholders may result in a deemed distribution of stock to the holders of the convertible security
equal to the value of their increased interest in the equity of the issuer. Thus, an increase in the conversion ratio of a convertible
security can be treated as a taxable distribution of stock to a holder of the convertible security (without a corresponding receipt
of cash by the holder) before the holder has converted the security.

 

Investments
in Securities of Uncertain Tax Character.
The Fund may invest in securities the U.S. federal income tax treatment of which
may not be clear or may be subject to recharacterization by the IRS. To the extent the tax treatment

of
such securities or the income from such securities differs from the tax treatment expected by the Fund, it could affect the timing
or character of income recognized by the Fund, requiring the Fund to purchase or sell securities, or otherwise change its portfolio,
in order to comply with the tax rules applicable to RICs under the IRC. Moreover, because the tax rules applicable to derivative
financial instruments are in some cases uncertain under current law, an adverse determination or future guidance by the IRS with
respect to these rules (which determination or guidance could be retroactive) may affect whether the Fund has made sufficient
distributions, and otherwise satisfied the relevant requirements, to maintain its qualification as a RIC and avoid a fund-level
tax.

 

D.
Federal Excise Tax

 

A
4% non-deductible federal excise tax (“Excise Tax”) is imposed on a RIC that fails to distribute in each calendar
year an amount equal to at least the sum of (1) 98.0% of its ordinary income for the calendar year plus (2) 98.2% of its capital
gain net income for the one-year period ended on October 31 of such calendar year, and (3) any prior year undistributed ordinary
income and capital gain net income. The Fund will be treated as having distributed any amount on which it is subject to income
tax for any taxable year ending in the calendar year.

 

For
purposes of calculating the Excise Tax, the Fund (1) reduces its capital gain net income (but not below its net capital gain)
by the amount of any net ordinary loss for the calendar year and (2) excludes any “specified gain” or “specified
loss” (see, “Deferral of Late Year Losses” above for the definition of “specified gain” and “specified
loss”) realized or sustained after October 31 of any year in determining the amount of ordinary income for the current calendar
year. The Fund will include any “specified gain” or “specified loss” incurred after October 31 in determining
ordinary income for the succeeding calendar year.

 

Generally,
the Fund intends to make sufficient distributions prior to the end of each calendar year to avoid any material liability for federal
income and Excise Tax, but can give no assurances that all or a portion of such liability will be avoided. In addition, under
certain circumstances, temporary timing or permanent differences in the realization of income and expense for book and tax purposes
can result in the Fund having to pay an Excise Tax. Shareholders should note, however, that the Fund may in certain circumstances
be required to liquidate portfolio investments to make sufficient distributions to avoid Excise Tax liability.

 

E.
Redemption of Shares

 

In
general, you will recognize gain or loss on an exchange or redemption of Fund shares in an amount equal to the difference between
the proceeds of the exchange or redemption and your adjusted tax basis in the shares. Any redemption fees you incur on shares
redeemed will decrease the amount of any capital gain (or increase any capital loss) you realize on the sale. All or a portion
of any loss so recognized may be disallowed if you purchase Fund shares (for example, by reinvesting dividends) within 30 days
before or after an exchange or redemption (i.e., a wash sale). If disallowed, the loss would be reflected in an upward adjustment
to the basis in the purchased shares. In general, any gain or loss arising from an exchange or redemption of shares of the Fund
will be considered a capital gain or loss and will be long-term capital gain or loss if the shares were held for longer than one
year. Any capital loss arising from an exchange or redemption of shares held for six months or less, however, will be treated
as a long-term capital loss to the extent of the amount of distributions of net capital gain, if any, received on such shares.
In determining the holding period of shares for this purpose, any period during which your risk of loss is offset by means of
options, short sales or similar transactions is not counted. Capital losses in any year are deductible only to the extent of capital
gains plus, in the case of a non-corporate taxpayer, $3,000 of ordinary income.

 

Tax
Basis Information.
The Fund is required to report to you and the IRS annually on Form 1099-B the cost basis of shares purchased
or acquired where the cost basis of the shares is known by the Fund (referred to as “covered shares”). However, cost
basis reporting is not required for certain shareholders, including shareholders investing in the Fund through a tax-advantaged
retirement account, such as a 401(k) plan or an individual retirement account.

 

When
required to report cost basis, the Fund will calculate it using the Fund’s default method, unless you instruct the Fund
to use a different calculation method. For additional information regarding the Fund’s available cost basis reporting methods,
including its default method, please contact the Fund. If you hold your Fund shares through a broker (or other nominee), please
contact that broker (nominee) with respect to reporting of cost basis and available elections for your account.

 

The
IRS permits the use of several methods to determine the cost basis of mutual fund shares. The method used will determine which
specific shares are deemed to be sold when there are multiple purchases on different dates at differing share prices, and the
entire position is not sold at one time. The Fund does not recommend any particular method of determining cost basis, and the
use of other methods may result in more favorable tax consequences for some shareholders. It is important

that you consult with
your tax advisor to determine which method is best for you and then notify the Fund if you intend to utilize a method other than
the Fund’s default method for covered shares. If you do not notify the Fund of your elected cost basis method upon the initial
purchase into your account, the default method will be applied to your covered shares.

 

The
Fund will compute and report the cost basis of your Fund shares sold or exchanged by taking into account all of the applicable
adjustments to cost basis and holding periods as required by the IRC and Treasury regulations for purposes of reporting these
amounts to you and the IRS. However the Fund is not required to, and in many cases the Fund does not possess the information to,
take all possible basis, holding period or other adjustments into account in reporting cost basis information to you. Therefore,
shareholders should carefully review the cost basis information provided by the Fund.

 

Reportable
Transactions.
Under Treasury regulations, if a shareholder recognizes a loss with respect to the Fund’s shares of $2
million or more for an individual shareholder or $10 million or more for a corporate shareholder (or certain greater amounts over
a combination of years), the shareholder must file with the IRS a disclosure statement on Form 8886. The fact that a loss is reportable
under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper.
Shareholders should consult their tax advisers to determine the applicability of these regulations in light of their individual
circumstances.

 

F.
State and Local Taxes

 

The
tax rules of the various states and their local jurisdictions with respect to an investment in the Fund can differ from the federal
income tax rules described above. These state and local rules are not discussed herein. You are urged to consult your tax advisor
as to the consequences of state and local tax rules with respect to an investment in the Fund.

 

G.
Backup Withholding

 

By
law, the Fund may be required to withhold a portion of your taxable dividends and sales proceeds unless you:

 

provide
your correct social security or taxpayer identification number,

 

certify
that this number is correct,

 

certify
that you are not subject to backup withholding, and

 

certify
that you are a U.S. person (including a U.S. resident alien).

 

The
Fund also must withhold if the IRS instructs it to do so. When withholding is required, the amount will be 24% of any distributions
or proceeds paid. Backup withholding is not an additional tax. Any amounts withheld may be credited against the shareholder’s
U.S. federal income tax liability, provided the appropriate information is furnished to the IRS. Certain payees and payments are
exempt from backup withholding and information reporting.

 

H.
Foreign Income Tax

 

Investment
income received by the Fund from sources within foreign countries and gains that it realizes on the disposition of foreign securities
may be subject to foreign income taxes withheld at the source and the amount of tax withheld generally will be treated as an expense
of the Fund. The United States has entered into tax treaties with many foreign countries that may entitle the Fund to a reduced
rate of such taxes or exemption from taxes on such income. Some countries require the filing of a tax reclaim or other forms to
receive the benefit of the reduced tax rate; whether or when the Fund will receive the tax reclaim is within the control of the
individual country. Information required on these forms may not be available such as shareholder information therefore, the Fund
may not receive the reduced treaty rates or potential reclaims. Other countries have conflicting and changing instructions and
restrictive timing requirements which may cause the Fund not to receive the reduced treaty rates or potential reclaims. Other
countries may subject capital gains realized by the Fund on sale or disposition of securities of that country to taxation. It
is impossible to know the effective rate of foreign tax in advance, since the amount of the Fund’s assets to be invested
within various countries cannot be determined. Under certain circumstances, the Fund may elect to pass-through the amount of foreign
taxes paid by the Fund to shareholders, although it reserves the right not to do so. If the Fund makes such an election and obtains
a refund of foreign taxes paid by the Fund in a prior year, the Fund may be eligible to reduce the amount of foreign taxes reported
by the Fund to its shareholders, generally by the amount of the foreign taxes refunded, for the year in which the refund is received.

I.
Non-U.S. Investors

 

Fund
shares generally are not sold outside the United States. However, non-U.S. investors (shareholders who, as to the U.S., are nonresident
alien individuals, foreign trusts or estates, foreign corporations, or foreign partnerships) may be subject to U.S. withholding
and estate tax and are subject to special U.S. tax certification requirements. Non-U.S. investors should consult their tax advisors
about the applicability of U.S. tax withholding and the use of the appropriate forms to certify their status.

 

In
general.
Non-U.S. investors may be subject to U.S. withholding tax at a 30% or lower treaty rate and U.S. estate tax and are
subject to special U.S. tax certification requirements to avoid backup withholding and claim any treaty benefits. Exemptions from
U.S. withholding tax are provided for certain capital gain dividends paid by a Fund from net long-term capital gains, interest-related
dividends and short-term capital gain dividends, if such amounts are reported by a Fund. However, notwithstanding such exemptions
from U.S. withholding at the source, any such dividends and distributions of income and capital gains will be subject to backup
withholding at a rate of 24% if you fail to properly certify that you are not a U.S. person.

 

Foreign
Account Tax Compliance Act (“FATCA”).
Under FATCA, a Fund will be required to withhold a 30% tax on income dividends
made by the Fund to certain foreign entities, referred to as foreign financial institutions or nonfinancial foreign entities,
that fail to comply (or be deemed compliant) with extensive reporting and withholding requirements designed to inform the U.S.
Department of the Treasury of U.S.-owned foreign investment accounts. After December 31, 2018, FATCA withholding also would have
applied to certain capital gain distributions, return of capital distributions and the proceeds arising from the sale of Fund
shares; however, based on proposed regulations issued by the IRS, which can be relied upon currently, such withholding is no longer
required unless final regulations provide otherwise (which is not expected). A Fund may disclose the information that it receives
from its shareholders to the IRS, non-U.S. taxing authorities or other parties as necessary to comply with FATCA or similar laws.
Withholding also may be required if a foreign entity that is a shareholder of a Fund fails to provide the Fund with appropriate
certifications or other documentation concerning its status under FATCA.

OTHER
MATTERS

 

A.
The Trust and its Shareholders

 

General
Information.
The Fund is a separate series of the Trust. The Trust is an open-end investment management company organized
under Delaware law as a statutory trust on July 30, 2012. The Trust’s trust instrument (the “Trust Instrument”)
permits the Trust to offer separate series (“funds”) of shares of beneficial interest (“shares”). The
Trust reserves the right to create and issue shares of additional funds. The Trust and each fund will continue indefinitely until
terminated. Each fund is a separate mutual fund, and each share of each fund represents an equal proportionate interest in that
fund. All consideration received by the Trust for shares of any fund and all assets of such fund belong solely to that fund and
would be subject to liabilities related thereto. The other funds of the Trust are described in one or more separate Statements
of Additional Information.

 

Shareholder
Voting and Other Rights.
Each share of a fund and each class of shares has equal dividend, distribution, liquidation and voting
rights. Fractional shares have those rights proportionately, except that expenses related to the distribution of shares of each
fund or class (and certain other expenses such as transfer agency, shareholder service and administration expenses) are borne
solely by those shares. Each fund or class votes separately with respect to the provisions of any Rule 12b-1 plan that pertains
to the fund or class and other matters for which separate fund or class voting is appropriate under applicable law. Generally,
shares will be voted separately by each fund except if: (1) the 1940 Act requires shares to be voted in the aggregate and not
by individual funds; or (2) the Board determines that the matter affects more than one fund and all affected funds must vote.
The Board may also determine that a matter only affects certain funds or classes of the Trust and thus that only those funds or
classes are entitled to vote on the matter. Delaware law does not require the Trust to hold annual meetings of shareholders, and
it is anticipated that shareholder meetings will be held only when specifically required by federal or state law. There are no
conversion or preemptive rights in connection with shares of the Trust.

 

All
shares, when issued in accordance with the terms of the offering, will be fully paid and non-assessable.

 

A
shareholder in a fund is entitled to the shareholder’s pro rata share of all distributions arising from that fund’s
assets and, upon redeeming shares, will receive the portion of the fund’s net assets represented by the redeemed shares.

 

Shareholders
representing 10% or more of the Trust’s (or a fund’s) shares may, as set forth in the Trust Instrument, call meetings
of the Trust (or fund) for any purpose related to the Trust (or fund), including, in the case of a meeting of the Trust, the purpose
of voting on removal of one or more Trustees.

 

Pursuant
to Delaware law, the Trust Instrument places certain limitations on the ability of shareholders to bring derivative actions on
behalf of the Trust and certain direct claims. These limitations include, but are not limited to: (i) a pre-suit demand must be
made on the Board; (ii) to the maximum extent permitted by law, the demand must be executed by at least three unaffiliated and
unrelated shareholders who hold shares representing 10% or more of the all shares issued and outstanding or of the series or classes
to which such an action relates, if it does not relate to all series and classes thereof; (iii) the Trustees will consider
such a request within a time frame that the Trustees in their discretion consider reasonable and appropriate; (iv) the Trustees
will be entitled to retain counsel or other advisers in considering the merits of the request and, to the maximum extent permitted
by law, will require an undertaking by the shareholder (or shareholders) making the request to reimburse the Trust for the expense
of any such advisers in the event that the Trustees determine not to bring the action; (v) to the maximum extent permitted by
law, any decision by the Trustees relating to the matter will be final and binding upon the shareholder, and judicially unreviewable;
(vi) to the maximum extent permitted by law, a shareholder may bring a direct action or claim only if the shareholder (or group
of shareholders) has suffered an injury distinct from that suffered by shareholders of the Trust or the relevant series or a class
thereof generally; and (vii) to the maximum extent permitted by law, a shareholder may bring a direct action or claim predicated
upon an express or implied right of action under the Trust Instrument or the 1940 Act (excepting rights of action permitted under
Section 36(b) of the 1940 Act), only if the shareholder (or group of shareholders) has obtained authorization from the Trustees
to bring the action or claim.

 

The
Trust Instrument also places limitations on the forum in which claims against the Trust may be heard. Unless the Board consents
in writing to the selection of an alternative forum, any suit, action or proceeding brought by or in the right of any shareholder
or any person claiming any interest in any shares seeking to enforce any provision of, or based on any matter arising out of,
related to or in connection with the Trust Instrument, including without limitation any claim of any nature against the Trust,
any series or class, the Trustees or officers of the Trust, or a service provider will be brought exclusively in the Delaware
Court of Chancery to the extent that court has subject matter jurisdiction over the action or claims asserted and otherwise in
the courts of the State of Delaware to the extent there is subject matter jurisdiction in those courts for the

claims
asserted. Accordingly, shareholders may have to bring suit in what they may consider to be an inconvenient and potentially less
favorable forum. These limitations described above relating to derivative actions and choice of forum do not apply to claims asserted
under the federal securities laws, to the extent that any such federal laws, rules or regulations do not permit such application.

 

Termination
or Reorganization of Trust or its Series.
The Board, may, without prior shareholder approval, change the form of organization
of the Trust by merger, consolidation or incorporation, so long as the surviving entity is an open-end management investment company.
Under the Trust Instrument, the Trustees may also, without shareholder vote, sell and convey all or substantially all of the assets
of the Trust to another trust, partnership, association or corporation, or cause the Trust to incorporate in the State of Delaware,
so long as the surviving entity is an open-end management investment company that will succeed to or assume the Trust’s
registration statement.

 

Under
the Trust Instrument, the Board may sell or convey the assets of a fund or reorganize such fund into another investment company
registered under the 1940 Act without a shareholder vote.

 

B.
Fund Ownership

 

A
principal shareholder is any person who owns of record or beneficially 5% or more of the outstanding shares of the Fund. A control
person is a shareholder who owns beneficially or through controlled companies more than 25% of the voting securities of a company
or acknowledges the existence of control. Shareholders owning voting securities in excess of 25% may determine the outcome of
any matter affecting and voted on by shareholders of the Fund.

 

As
of October 5, 2023, the Trustees and officers of the Trust in aggregate owned less than 1% of the outstanding shares of beneficial
interest of the Fund.

 

As
of October 5, 2023, certain shareholders listed in Table 6 in Appendix B owned of record or beneficially 5% or more of the shares
of the Fund.

 

From
time to time, certain shareholders may own a large percentage of the shares of the Fund. Accordingly, those shareholders may be
able to greatly affect (if not determine) the outcome of a shareholder vote. As of October 5, 2023, the shareholders listed in
Table 6 in Appendix B who own more than 25% of the Fund may be deemed to control the Fund. “Control” for this purpose
is the ownership of 25% or more of the Fund’s voting securities.

 

C.
Limitations on Shareholders’ and Trustees’ Liability

 

Delaware
law provides that Fund shareholders are entitled to the same limitations of personal liability extended to stockholders of private
corporations for profit. In addition, the Trust Instrument contains an express disclaimer of shareholder liability for the debts,
liabilities, obligations and expenses of the Trust. The Trust Instrument provides that if any shareholder or former shareholder
of any fund is held personally liable, solely by reason of having been a shareholder (and not because of their acts or omissions
or for some other reason), the shareholder or former shareholder shall be entitled out of assets belonging to the applicable fund
to be held harmless from and indemnified against all losses and expenses arising from such liability. The Trust Instrument also
provides that the Trust, on behalf of a fund, shall, upon request by a shareholder or former shareholder, assume the defense of
any claim made against any shareholder for any act or obligation of that fund and satisfy any judgment thereon from the assets
belonging to the fund. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited
to circumstances in which Delaware law does not apply, no contractual limitation of liability is in effect, and the Fund is unable
to meet its obligations.

 

No
trustee or officer of the Trust is responsible or liable to the Trust, its shareholders or another trustee or other person that
is a party to or is otherwise bound by the Trust’s Trust Instrument for any act or omission, breach of contract, breach
of duties or for neglect or wrongdoing of the Trustee or officer or any officer, agent, representative, employee, adviser, principal
underwriter or independent contractor to the Trust. However, no trustee or officer is protected under the Trust Instrument against
liability to the Trust or its shareholders to which such trustee or officer would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of their duties. All persons contracting with or having a claim against the
Trust or a particular fund may only look to the Trust assets (or assets belonging to a fund) for payment under such contract or
claim. Neither the trustees nor any of the Trust’s officers or employees (whether past, present or future) are personally
liable for such claims.

D.
Proxy Voting Procedures

 

Copies
of the proxy voting procedures of the Trust, the Adviser and the Subadviser are included in Appendices C and D.

 

Information
regarding how the Fund voted proxies relating to portfolio securities during the 12-month period ended June 30 is available: (1)
without charge, upon request, by contacting the Transfer Agent at (844) 805-5628 (toll free); and (2) on the SEC’s website
at www.sec.gov.

 

E.
Code of Ethics

 

The
Trust, the Adviser and the Subadviser have each adopted a code of ethics under Rule 17j-1 of the 1940 Act which are designed to
eliminate conflicts of interest between the Fund and personnel of the Trust, the Adviser and the Subadviser. The codes permit such
personnel to invest in securities, including securities that may be purchased or held by the Fund, subject to certain limitations.
The Distributor relies on the principal underwriters exception under Rule 17j-1(c)(3), specifically where the Distributor is not
affiliated with the Trust or the Adviser, and no officer, director or general partner of the Distributor serves as an officer,
director or general partner of the Trust or the Adviser.

 

F.
Registration Statement

 

This
SAI and the Prospectus do not contain all of the information included in the Trust’s registration statement filed with the
SEC under the 1933 Act with respect to the securities offered hereby. The registration statement, including the exhibits filed
therewith, may be examined at the office of the SEC in Washington, D.C. The SEC maintains a website (www.sec.gov) that contains
this SAI, any material incorporated by reference, and other information regarding the Fund.

 

G.
Financial Statements

 

The
Fund’s Financial Statements and Financial Highlights for the fiscal year ended June 30, 2023 are incorporated by reference
into this SAI from the Fund’s Annual Report to shareholders, have been audited by Cohen, an independent registered public accounting
firm, as stated in its report, which is incorporated herein by reference, and have been so incorporated in reliance upon reports
of such firm, given upon its authority as an expert in accounting and auditing.

APPENDIX
A – DESCRIPTION OF SECURITIES RATINGS

 

Corporate
and Municipal Long-Term Bond Ratings

 

Standard
& Poor’s (“S&P”) Corporate and Municipal Long-Term Bond Ratings:

 

The
following descriptions of S&P’s long-term corporate and municipal bond ratings have been published by Standard &
Poor’s Financial Service LLC.

 

AAA 
– An obligation rated ‘AAA’ has the highest rating assigned by S&P. 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 exposures 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 (-)
– The 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.

Moody’s
Investors Service, Inc. (“Moody’s”) Long-Term Corporate Bond Ratings:

 

The
following descriptions of Moody’s long-term corporate bond ratings have been published by Moody’s Investors Service,
Inc. and Moody’s Analytics Inc.

 

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 considered 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 class of bonds and are typically in default, with little prospect for recovery
of principal or interest.

 

Modifiers:
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.

 

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

 

Moody’s
U.S. Municipal Long-Term Bond Ratings:

 

The
following descriptions of Moody’s long-term municipal bond ratings have been published by Moody’s Investors Service,
Inc. and Moody’s Analytics Inc.

 

Aaa
– Issuers or issues rated Aaa demonstrate the strongest creditworthiness relative to other U.S. municipal or tax-exempt issuers
or issues.

 

Aa
– Issuers or issues rated Aa demonstrate very strong creditworthiness relative to other U.S. municipal or tax-exempt issuers
or issues.

 

A
– Issuers or issues rated A present above-average creditworthiness relative to other U.S. municipal or tax-exempt issuers
or issues.

 

Baa
– Issuers or issues rated Baa represent average creditworthiness relative to other U.S. municipal or tax-exempt issuers or
issues.

 

Ba
– Issuers or issues rated Ba demonstrate below-average creditworthiness relative to other U.S. municipal or tax-exempt issuers
or issues.

 

B
– Issuers or issues rated B demonstrate weak creditworthiness relative to other U.S. municipal or tax-exempt issuers or issues.

Caa
– Issuers or issues rated Caa demonstrate very weak creditworthiness relative to other U.S. municipal or tax-exempt issuers
or issues.

 

Ca
– Issuers or issues rated Ca demonstrate extremely weak creditworthiness relative to other U.S. municipal or tax-exempt issuers
or issues.

 

C
– Issuers or issues rated C demonstrate the weakest creditworthiness relative to other U.S. municipal or tax-exempt issuers
or issues.

 

Modifiers:
Moody’s appends numerical modifiers 1, 2, and 3 to each generic rating category from Aa through Caa. The modifier 1 indicates
that the issuer or 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.

 

Fitch
Ratings Ltd. (“Fitch”) Corporate Bond Ratings:

 

The
following descriptions of Fitch’s long-term corporate bond ratings have been published by Fitch, Inc. and Fitch Ratings
Ltd.

 

AAA 
– 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 
– 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
– 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  
– 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 
– Speculative. ‘BB’ ratings indicate 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
Highly speculative. ‘B’ ratings indicate that material credit risk is present.

 

CCC
Substantial credit risk. ‘CCC’ ratings indicate that substantial credit
risk present.

 

CC
Very high levels of credit risk. ‘CC’ ratings indicate very high levels
of credit risk.

 

C
Exceptionally high levels of credit risk. ‘C’ 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 upon their recovery prospects and other relevant characteristics. This approach
better aligns obligations that have comparable overall expected loss but varying vulnerability to default and loss.

 

Plus
(+) or Minus (-)
The modifiers “+” or “-” 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’.

 

The
terms “investment grade” and “speculative grade” have established themselves over time as shorthand to
describe the categories ‘AAA’ to ‘BBB’ (investment grade) and ‘BB’ to ‘D’ (speculative
grade). The terms “investment grade” and “speculative grade” are market conventions, and do not imply
any recommendation or endorsement of a specific security for investment purposes. “Investment grade” categories indicate
relatively low to moderate credit risk, while ratings in the “speculative” categories signal either a higher level
of credit risk or that a default already occurred.

Fitch’s
Municipal Bond Long-Term Ratings:

 

The
following descriptions of Fitch’s long-term municipal bond ratings have been published by Fitch, Inc. and Fitch Ratings
Ltd.

 

AAA 
– Highest credit quality. ‘AAA’ ratings denote the lowest expectation of default 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 
– Very high credit quality. ‘AA’ ratings denote expectations of very low default risk. They indicate very
strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.

 

A
– High credit quality. ‘A’ ratings denote expectations of low default 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 
– Good credit quality. ‘BBB’ ratings indicate that expectations of default 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 
– Speculative. ‘BB’ ratings indicate an elevated vulnerability to default risk, particularly in the event
of adverse changes in business or economic conditions over time.

 

B
Highly speculative. ‘B’ ratings indicate that material default risk is present, but a limited margin
of safety remains. Financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration
in the business and economic environment.

 

CCC 
– Substantial credit risk. ‘CCC’ ratings indicate that there is a very low margin for safety, and that
default is a real possibility.

 

CC
Very high levels of credit risk. ‘CC’ ratings indicate default of
some kind appears probable.

 

C
– Exceptionally high levels of credit risk. ‘C’ ratings indicate default appears imminent or inevitable.

 

D
– Default. ‘D’ ratings indicate a default. Default generally is defined as one of the following:

 

failure
to make payment of principal and/or interest under the contractual terms of the rated
obligation;

 

the
bankruptcy filings, administration, receivership, liquidation or other winding-up or
cessation of the business of an issuer/obligor where payment default on an obligation
is a virtual certainty; or

 

distressed
exchange of an obligation, where creditors were offered securities with diminished structural
or economic terms compared with the existing obligation to avoid a probable payment default.

 

Plus
(+) or Minus (-)
– The modifiers “+” or “-”may be appended to a rating to denote relative status within
major rating categories. Such suffixes are not added to the ‘AAA’ Long-Term Rating category, or to Long-Term Rating
categories below ‘CCC’.

 

Municipal
Short-Term Bond Ratings

 

S&P’s
Municipal Short-Term Bond Ratings:

 

The
following descriptions of S&P’s short-term municipal ratings have been published by Standard & Poor’s Financial
Service LLC.

 

SP-1
– 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
– Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over
the term of the notes.

 

SP-3
– Speculative capacity to pay principal and interest.

 

D
– ‘D’ 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
Municipal Short-Term Ratings:

 

The
following descriptions of Moody’s short-term municipal ratings have been published by Moody’s Investors Service,
Inc. and Moody’s Analytics Inc.

 

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.

 

Fitch’s
Municipal Short-Term Credit Ratings:

 

The
following descriptions of Fitch’s municipal short-term credit ratings have been published by Fitch, Inc. and Fitch Ratings
Ltd.

 

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

 

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

 

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

 

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

 

C
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.

 

Short-Term
Credit Ratings

 

S&P’s
Short-Term Credit Ratings:

 

The
following descriptions of S&P’s short-term credit ratings have been published by Standard & Poor’s Financial
Service LLC.

 

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 commitments 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. An obligation’s rating is lowered to ‘D’ if it is subject to a distressed debt restructuring.

 

Dual
Ratings
– Dual ratings may be assigned to debt issues that have a put option or demand feature. The first component
of the rating addresses the likelihood of repayment of principal and interest as due, and the second component of the rating addresses
only the demand feature. The first component of the rating can relate to either a short-term or long-term transaction and accordingly
use either short-term or long-term rating symbols. The second component of the rating relates to the put option and is assigned
a short-term rating symbol (for example, ‘AAA/A-1+’ or ‘A-1+/A-1’). With U.S. municipal short-term demand
debt, the U.S. municipal short-term note rating symbols are used for the first component of the rating (for example, ‘SP-1+/A-1+’).

 

Moody’s
Short-Term Ratings:

 

The
following descriptions of Moody’s short-term credit ratings have been published by Moody’s Investors Service, Inc.
and Moody’s Analytics Inc.

 

P-1
– Ratings of Prime-1 reflect a superior ability to repay short-term debt obligations.

 

P-2 – Ratings of Prime-2
reflect a strong ability to repay short-term debt obligations.

 

P-3 – Ratings of 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.

 

Fitch’s Short-Term Ratings:

 

The
following descriptions of Fitch’s short-term credit ratings have been published by Fitch, Inc. and Fitch Ratings Ltd.

 

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

 

F2
– Good short-term credit quality. Good intrinsic capacity for timely payment of financial commitments.

 

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

 

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

 

C
– 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 specific short-term obligation.

APPENDIX
B – MISCELLANEOUS TABLES

 

Table
1 – Investment Advisory Fees

 

The
following table shows the dollar amount of fees accrued with respect to the Fund, the amount of fees waived and/or expenses reimbursed
by the Adviser, if any, and the actual fees retained by the Adviser. The Adviser generally compensates the Subadvisers from the
actual advisory fees retained by the Adviser. The data is for the last three fiscal years.

 

Period
Ended
Advisory
Fees Accrued
Advisory
Fees Waived and/or Expenses
Reimbursed
Advisory
Fees Received
June
30, 2023
$648,939 $261,288 $387,651
June
30, 2022
$715,145 $261,032 $454,113
June
30, 2021
$642,819 $279,502 $363,317

 

Table
2 – Administration Fees

 

The
following table shows the dollar amount of fees accrued with respect to the Fund, the amount of fees waived by Apex Fund Services,
if any, and the actual fees retained by Apex Fund Services. The data are for the last three fiscal years.

 

Period
Ended

Administration
Fees Accrued

Administration
Fees Waived

Administration
Fees Received

June
30, 2023
$171,532 $22,692 $148,840
June
30, 2022
$175,394 $23,221 $152,173
June
30, 2021
$173,358 $22,539 $150,819

 

Table
3 – Commissions

 

The
following table shows the aggregate brokerage commissions of the Fund. The data are for the last three fiscal years.

 

Period
Ended
Aggregate
Brokerage

Commissions ($)
Paid
Total
Brokerage

Commissions ($)
Paid to Affiliate
of Fund, Adviser,
Subadviser or
Distributor
%
of Brokerage

Commissions
Paid to Affiliate
of Fund, Adviser,
Subadviser or
Distributor
%
of Transactions

Executed by Affiliate
of Fund, Adviser,
Subadviser or
Distributor
June
30, 2023
$99,445 $0 0% $0
June
30, 2022
$89,141 $0 0% $0
June
30, 2021
$95,645 $0 0% $0

 

Table
4 – Directed Brokerage

 

The
following table lists the Fund’s directed brokerage in return for research services, the amount of transactions so directed
and the amount of commissions generated therefrom. The data are for the fiscal year ended June 30, 2023.

 

Amount
Directed
Amount
of Commissions Generated
$84,583,941 $99,445

  

Table
5 – Securities of Regular Brokers or Dealers

 

The
following table lists the Fund’s regular brokers-dealers whose securities (or the securities of the parent company) were
acquired for the fiscal year and the aggregate value of the Fund’s holdings of those securities as of June 30, 2023.

 

Regular
Broker or Dealer
Value
of Securities Held
None N/A

 

Table 6 – Control Persons and 5% Shareholders  

 

The
following table lists as of October 5, 2023: (1) the shareholders who owned 25% or more of the outstanding shares of the applicable
class and thus may be deemed to be a control person of the Fund; and (2) the persons who owned beneficially

or
of record 5% or more of the outstanding shares of the applicable class. The Fund believes that these shares were owned of record by such
holders for their fiduciary, agency or custodial accounts.

 

Name
and Address
%
of Fund
NATIONAL
FINANCIAL SERVICES LLC*
FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT 4TH FL
499 WASHINGTON BLVD
JERSEY CITY, NJ 07310
85.76%
CHARLES
SCHWAB & CO INC*
SPECIAL CUSTODY A/C FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN STREET
SAN FRANCISCO, CA 94105
11.91%

 

* Denotes
record owner of Fund shares only.

APPENDIX
C – TRUST PROXY VOTING PROCEDURES

 

Forum
Funds II

Shareholder
Voting Policy

 

As
of June 13, 2013

 

SECTION
1. BACKGROUND

 

The
Trust exercises its shareholder voting responsibilities as an investor in other issuers as a fiduciary, with the goal of maximizing
the value of the Trust’s and its shareholders’ investments. This Policy details the Trust’s policy with respect
to shareholder voting.

 

SECTION
2. ADVISER RESPONSIBILITIES

 

(A)
Delegation by Board. Each Fund has delegated to the Adviser the authority to vote as a shareholder of issuers whose securities
are held in its portfolio. The Adviser shall maintain and the Board shall approve voting procedures related to the Adviser acting
on behalf of the Fund in accordance with its fiduciary duties and the best interests of Fund shareholders.

 

(B) Delivery
of Proxies
. The Adviser is responsible for coordinating the delivery of proxies to be voted by the Custodian to the Adviser
or to an agent of the Adviser selected by the Adviser to vote proxies with respect to which the Adviser has such discretion (a
“Proxy Voting Service”). Upon request, the Adviser shall provide periodic reports to the Board as to the implementation
and operation of its shareholder voting policies and procedures as they relate to the Trust.

 

(C) Conflicts
of Interest
. The Trust recognizes that under certain circumstances an Adviser or Proxy Voting Service may have a conflict of
interest in voting on behalf of a Fund. A conflict of interest includes any circumstance when the Fund, the Adviser, the Distributor,
the Proxy Voting Service or one or more of their Affiliated Persons (including officers, directors and employees) knowingly does
business with, receives compensation from, or sits on the board of, a particular issuer or closely affiliated entity, and, therefore,
may appear to have a conflict of interest between its own interests and the interests of Fund shareholders in how shares of that
issuer are voted.

 

Each
Adviser is responsible for maintaining procedures to identify and address material conflicts of interest and, when applicable,
determine the adequacy of a Proxy Voting Service’s procedures to identify and address material conflicts of interest.

 

(D) 
Voting Record. The Adviser shall be responsible for ensuring a voting record is maintained that includes all instances
where the Fund was entitled to vote and will coordinate the annual delivery of such record to the Administrator for purposes of
preparing the Trust’s annual Form N-PX filing. The voting record shall include the following information required to be
reported in Form N-PX:

 

(1)
The name of the issuer of the security;

 

(2)
The exchange ticker symbol of the security;

 

(3)
The CUSIP for the security;

 

(4)
The shareholder meeting date;

 

(5)
A brief identification of the matter voted on;

 

(6)
Whether the matter was proposed by the issuer or by a security holder;

 

(7)
Whether the Trust cast its vote on the matter;

 

(8) 
How the Trust cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors);
and

 

(9)
Whether the Trust cast its vote for or against management.

The
Adviser shall also be responsible for ensuring information regarding how the Fund voted relating to portfolio securities during
the twelve-month period ended June 30 is available on the Fund’s website or other location consistent with disclosure in
the Fund’s registration statement.

 

SECTION
3: ABSTENTION

 

The
Trust and an Adviser may abstain from shareholder voting in certain circumstances. Abstaining from voting may be appropriate if
voting would be unduly burdensome or expensive, or otherwise not in the best interest of a Fund’s shareholders.

 

SECTION
4: BOARD REPORTING AND REVIEW

 

(A)
The Adviser shall submit its voting procedures to the Board for review and approval initially and at the next regularly scheduled
meeting of the Board following any material change.

 

(B) 
The Adviser shall report to the Board, at least quarterly, whether any conflicts of interest arose while voting as an investor
in other issuers and how such conflicts were handled.

APPENDIX
D – ADVISER AND SUBADVISER PROXY VOTING PROCEDURES

 

ACUITAS
INVESTMENTS, LLC PROXY VOTING PROCEDURES

 

Proxy
Voting Policies and Procedures

 

Policy

 

Because
Acuitas utilizes a multi-manager investment approach, subadvisers are responsible for security selection. As such, the subadvisers
will maintain proxy voting authority for all securities in their portfolio.

 

In
the event there are securities held in client accounts that are not part of a subadviser’s portfolio, or if for any reason
the subadviser is unable to accept responsibility for proxy voting on securities, Acuitas will exercise its proxy voting authority
for a client’s securities in the client’s best interest in the following types of corporate matters, keeping in mind that Acuitas’
fiduciary duty and duty of loyalty to each client may call for it to act differently on behalf of different clients who hold securities
in Acuitas involved in the proxy solicitation: (a) changes in corporate governance structures; (b) adoption or amendment of compensation
plans (including stock option plans); (c) matters involving corporate responsibility; (d) approval of advisory contracts; (d)
approval of distribution plans (“12b-1 plans”); (e) approval of mergers or acquisitions; and (f) other non-routine
matters, as solicited. In its discretion, Acuitas also may exercise proxy voting authority in routine matters.

 

As
explained below, depending on the circumstances, Acuitas believes that a client’s best interest may call for one of three responses
to a proxy solicitation: (1) voting in favor of the proposal in question; (2) voting against the proposal; or (3) not voting either
for or against the proposal. The presumption will be to vote either for or against a proposal, though this presumption may be
stronger or weaker if the subject matter or circumstances of the proxy solicitation create an actual or potential conflict between
the interests of Acuitas and the client (a “Conflict of Interest”). The presumption in favor of voting a client’s shares
either for or against a proposal may be overcome for one or more of the reasons described below, among other reasons deemed sufficient
by Acuitas.

 

Procedure

 

Proxy
solicitations received by Acuitas will be promptly routed for review and handling to the CIO who may designate this responsibility
to another Acuitas employee. Whichever individual is assigned to handle the proxy solicitation (referred to as the “CCO”
below), he or she will first determine whether a Conflict of Interest exists. To help make this determination, the CCO will review
records of securities holdings, outside activities, personal or business relationships, and other relevant information concerning
employees and their families (to the extent such information is known to Acuitas), and will make such additional inquiries within
and outside Acuitas as the CCO may deem appropriate.

 

A
Conflict of Interest may exist in the following circumstances, among others: (a) if proxies are solicited by a company that is
(or whose retirement plan or a key employee is) an Acuitas client or has a substantial investment in an investment vehicle managed
by Acuitas, a Company affiliate or another Company client; or (b) if an employee or his family member has a personal interest
in the outcome of a particular proxy proposal, whether through securities holdings, an employment, business or personal relationship,
or otherwise. These examples of Conflicts of Interest are not intended to be exhaustive.

 

After
determining whether a Conflict of Interest exists, the CCO will decide the extent to which, and by whom, the proxy solicitation
will be evaluated further before Acuitas determines what response will best serve the client’s interest. The CCO will keep in
mind that the client’s best interest sometimes may call for Acuitas not to vote either for or against a proposal. This may be
true, for example, if Acuitas cannot confidently conclude whether the client’s interests will be best served by voting for or
against a proposal. It may also be true if, for example, the client’s holding is expected to be liquidated before the actual or
predicted outcome of the proxy solicitation. In such circumstances, among others, Acuitas may conclude that employees instead
should focus their limited time and attention on other matters more likely to advance the best interests of the client, particularly
if a thorough evaluation of the proposal is likely to require substantial research and analysis (for an extreme example, a proxy
solicitation involving the acquisition of company in which a client holds 10 shares).

 

Voting
proxies with respect to shares of foreign companies may involve significantly greater effort and corresponding cost due to the
variety of regulatory schemes and corporate practices in foreign countries. Each country has its own rules and practices regarding
shareholder notification, voting restrictions, registration conditions and share blocking. There may be times when refraining
from voting a proxy is in the clients’ best interests, such as when Acuitas determines that the cost of voting the proxy
exceeds the expected benefit to the client.

The
reasons stated in the preceding paragraph for not voting a client’s shares are not intended to provide a broad exemption from
Acuitas’ general duty to evaluate proxy solicitations and to vote for or against the proposal in question – but rather
to make clear that such factors may and should be considered by Acuitas when deciding upon Acuitas’ response to a particular
proxy solicitation. In close cases, particularly when a Conflict of Interest has been determined to exist, the CCO should err in
favor of evaluating the proxy solicitation more thoroughly.

 

To
the extent, if any, he or she deems appropriate in light of the considerations above, the CCO (with the cooperation of other Company
personnel believed to be knowledgeable about Acuitas and the proposal involved) will evaluate the proxy solicitation further by
considering the following information, as available: (a) proxy statements and other solicitation materials; (b) published reports
regarding the business, financial condition and current market position of Acuitas involved; (c) market conditions; and (d) other
information that appears relevant to Acuitas’ response to the proxy solicitation.

 

After
such review, if the CCO concludes it is appropriate to vote the client’s shares for or against the proposal, and either that (1)
no Conflict of Interest exists, or (2) a Conflict of Interest exists in which the client’s interests will best be served by voting
differently from how Acuitas would vote if it were considering only its own interests, the CCO will cause Acuitas to vote the
shares in the manner deemed to be in the client’s best interest. If a Conflict of Interest exists but the CCO nevertheless believes
that the client’s interests will best be served by voting as Acuitas would vote if it were considering only its own interests,
the CCO will promptly refer the matter to management for a decision. In that event, the client’s shares will be voted as Acuitas
would vote them in its own best interests only if management concludes that doing so clearly will also be in the client’s best
interests. Absent such a clear determination by senior management, Acuitas will not vote the client’s shares in the matter and
may (but will not be required to) delegate voting authority to a qualified third party.

 

Investor
Requests for Proxy Voting Information

 

The
CCO will respond in writing within 10 days to any client request (written or oral) for proxy voting information. The response
will include all information reasonably necessary for the requester to determine how and when the proxies were voted or, if not
voted, when and to whom the proxy statement and ballot were forwarded for voting, if that occurred. For this purpose, an investor
in any pooled investment entity managed by Acuitas or its affiliate will be considered a “client” when the request involves
that pooled investment vehicle.

 

Class
Action Lawsuits

 

As
a matter of policy, Acuitas will not take part in class action lawsuits on behalf of their clients. Acuitas will promptly forward
such notices to the custodian who shall be responsible for filing any responses.

 

Record-Keeping

 

For
at least six (6) years after the end of the fiscal year in which the last entry in such a record is made, Acuitas will keep copies
of at least the following documents: (1) Acuitas’ proxy voting policies and procedures in effect currently and at any earlier
time during this record-retention period; (2) each proxy statement received on behalf of a client (or Acuitas instead may rely
on obtaining a copy of the proxy statement from the Securities and Exchange Commission’s EDGAR system); (3) a record of each vote
cast by Acuitas on behalf of a client (or Acuitas instead may rely on a third party to make and retain such record, if the third
party has undertaken to deliver a copy to Acuitas promptly on request); (4) any document created by Acuitas that was material
to its decision on how to vote a proxy on behalf of a client, or that memorializes the basis for the decision; and (5) each written
client request for information on how Acuitas voted proxies on behalf of the client, and any written response by Acuitas to such
a request (whether the request was written or oral).

 

ALTRAVUE
CAPITAL, LLC PROXY VOTING PROCEDURES

 

PROXY
VOTING POLICY

 

Background

 

Rule
206(4)-6 of the Investment Advisers Act of 1940 requires an adviser that exercises voting authority over client proxies to adopt
and implement policies and procedures that are reasonably designed to ensure that the adviser votes proxies in the best interest
of the client. The rule requires that the adviser’s policies and procedures include the following:

 

(1)
Adopt and implement written policies and procedures that are reasonably designed to ensure that you vote client securities in
the best interest of clients, which procedures

must include how you address material conflicts that may arise between your interests
and those of your clients;

 

(2)
Disclose to clients how they may obtain information from you about how you voted with respect to their securities; and

 

(3)
Describe to clients your proxy voting policies and procedures and, upon request, furnish a copy of the policies and procedures
to the requesting client.

 

Policy

 

AltraVue
Capital has adopted and implemented policies and procedures that we believe are reasonably designed so that proxies are voted
in the best interest of our clients in accordance with our fiduciary duties and SEC rule 206(4)-6 of the Investment Advisers Act.
AltraVue Capital’s authority to vote the proxies for clients is established by our advisory contracts or other comparable documents,
and our proxy voting guidelines have been tailored to reflect these specific contractual obligations. In addition to the SEC requirements,
our proxy voting policies reflect the fiduciary standards and responsibilities for ERISA accounts set forth by the Department of
Labor. With respect to client accounts that fall under ERISA, AltraVue Capital will vote proxies unless the plan documents specifically
reserve the plan’s right to vote proxies.

 

Where
AltraVue Capital has voting authority to vote proxies on behalf of its clients, it is our utmost concern that all decisions be
made solely in the best interest of the client (and for ERISA accounts, Plan beneficiaries and participants with the letter and
spirit of ERISA). This includes where there is a conflict of interest between AltraVue Capital’s and the client’s interest.
In voting proxies, AltraVue Capital will consider both economic and ethical factors in determining the best interests of the client,
and utilize reasonable care and skill in deciding how to vote on the issues involved. It is also our policy to vote proxies on
all securities we manage in a timely basis subject to the limitations noted in the Procedures below. Upon receipt of each proxy
AltraVue Capital will vote for or against (or to abstain) each of the issues presented, whether the vote supports management.
AltraVue Capital may consider information from a variety of sources in evaluating the issues presented in a proxy.

 

In
voting proxies for ERISA accounts, AltraVue Capital’s responsibilities also include the duty of loyalty, prudence, compliance
with the Plan, as well as a duty to avoid prohibited transactions. It may also be appropriate for AltraVue Capital to engage in
“active monitoring” and communications with the issuer with respect to the ERISA accounts, particularly where we may
maintain long-term or relatively illiquid investment in the issuer.

 

Responsibility

 

The
Investment Committee is responsible that all proxies received by AltraVue Capital for our separately managed accounts and for
the AltraVue Fund I, LP, are reviewed and voted in a manner consistent with the firm’s determination of the client’s
best interest, with a designated Officer taking the lead coordination role. It is Compliance’s responsibility to review
the policies and procedures for adequacy and effectiveness and make any revisions due to changes in the firm’s business,
operations or regulatory environment.

 

Procedures

 

The
designated Officer reviews each vote and the proposed votes are provided to each member of the Investment Committee for review
and approval. While most the proposed votes are decided based on AltraVue Capital’s guidelines (see “Guidelines” below),
the range of voting measures may be much wider and potentially more complex than the examples provided in the firm’s guidelines.
As such, AltraVue Capital may utilize reports produced by a neutral third-party proxy research firm as a resource for additional
information regarding the ballot items. In addition, in such circumstances, we may also rely on the knowledge of the individual
Investment Committee member who initially recommended the security for inclusion in our investment strategies and continues to
monitor the company.

 

1.
Proxy Voting Process

A.
AltraVue Capital is responsible to vote proxies according to the contractual agreements we have with clients or other comparable
documents. For ERISA accounts, we will vote proxies unless the ERISA Plan has reserved the right, in writing, to vote its own
proxies.

 

B.
If a client would like us to vote proxies in a manner inconsistent with our policies and procedures, the client must provide
detailed written instructions as to how AltraVue Capital is to vote the proxies.

 

C.
Proxies are received and reconciled with the number of shares we are authorized to vote. Any discrepancies are investigated and
to the best of our ability resolved before the voting deadline.

 

D.
For those securities included in our strategies, the ballots are provided to the designated Officer who will review the ballots,
and other information to determine how to vote in the best interest of the client. Once a proposed vote has been determined, Operations
emails the proposed vote to the other members of the Investment Committee for review. It is the responsibility of the Investment
Committee members to voice any concerns or disapproval of the proposed vote to the designated Portfolio Manager in the time period
given. If an Investment Committee member does not respond, the vote is cast as proposed.

 

E.
Operations is responsible for maintaining the proxy voting records as required by Rule 204- 2(c) of the Investment Advisers Act
for the previous five fiscal years as follows:

 

i.
proxy statements received regarding client securities (AltraVue Capital relies on the SEC’s EDGAR system for maintaining
the required proxy statements);

 

ii.
a record of each vote cast;

 

iii.  a
copy of any document created by AltraVue Capital that was material to making a decision how to vote proxies on behalf of the
client or that memorializes the basis for that decision (such as Glass Lewis reports, emails from Investment Committee
members, etc.); and

 

iv.
each written client request for proxy voting records and AltraVue Capital’s written response to any client request (written
or oral) for such records.

 

In
addition to the above, and although required only for ERISA accounts, Operations will maintain the following records for all of
the firm’s clients to enable the client to determine if AltraVue Capital is fulfilling its obligations. The retention may
include records reflecting:

 

i.
issuer name and meeting;

 

ii.
issues voted on and the record of the vote;

 

iii.
number of shares eligible to be voted on the record date;

 

iv.
numbers of shares voted; and

 

v.
where appropriate, cost-benefit analysis.

 

Compliance
will be responsible for maintaining a copy of all proxy voting policies and procedures in effect during the previous five fiscal
years.

 

2.
Guidelines

Each
proxy issue will be considered individually. The following guidelines were developed to establish a fiduciary framework for reviewing
each proposal as it relates to the interests of our clients. However, it has not been our intention to have in place a rigid set
of rules.

 

A.
Approve

 

Routine
proposals are those, which do not change the structure, bylaws, or operations of the corporation to the detriment of the shareholders.
Given the routine nature of these proposals, AltraVue Capital will generally vote with management. These routine matters may include:

 

i.
Election of auditors recommended by the board of directors, unless seeking to replace the auditor over a dispute in policies;

 

ii.
Date and place of the annual shareholders meeting;

 

iii.
Ratification of directors’ actions on routine matters since the previous annual shareholder meeting;

 

iv.
Confidential voting – Most often proposed by shareholders as a means of eliminating undue management pressure on shareholders
regarding their vote on proxy issues;

 

v.
AltraVue Capital will generally approve these proposals as shareholders can later divulge their votes to management on a selective
basis if a legitimate reason arises;

 

vi.
Corporate governance proposals that foster good corporate governance practices;

 

vii.
Creation and establishment of a 401(k) Employee Benefit Plan. The expansion of the participation of directors who are not
employees or closely associated with the company.

 

B.
Oppose

 

AltraVue
Capital will generally vote against any proposal that clearly has the effect of restricting the ability of shareholders to realize
the full potential value of their investment. Proposals in this category may include:

 

i.
Permitting “Greenmail” – the company’s ability to buy back shares from a particular shareholder at a price
above the market in order to “buy-off” potential raiders at the expense of other shareholders;

 

ii.
Poison Pill provisions that would trigger an unwanted takeover attempt and cause a variety of events to occur which may make
the company less attractive to the potential acquirer;

 

iii.
Other Anti-takeover measures that limit opportunities for shareholders to realize the highest value for their investment;

 

iv.
Proposals to stagger board member terms;

 

v.
Proposals to limit the ability of shareholders to call special meetings;

 

vi.
Proposals to require super majority votes;

 

vii.
Proposals requesting excessive increases in authorized common or preferred shares;

 

viii.
where management provides no explanation for the use or need of these shares;

 

ix.
Provisions providing for cumulative voting rights;

x.
“Social issues,” unless specific client guidelines supersede AltraVue Capital’s proxy voting policy.

 

C.
Case-By-Case

 

AltraVue
Capital will review the following on a case-by-case basis. Voting decisions will be made based on the best interest of the client.

 

i.
Directors pay solely in equity of the issuer;

 

ii.
Eliminate director’s mandatory retirement policy;

 

iii.
Rotation of the annual meeting location/date;

 

iv.
Options and stock grants to management and directors;

 

v.
Allowing indemnification of directors and/or officers after reviewing applicable laws and extent of protection granted;

 

vi.
Approvals for new and amended stock-based compensation plans;

 

vii.
Proposals for changes to specific accounting policies, e.g., requiring the expensing of stock options, and

 

viii.
Executive compensation plans.

 

The
above Guidelines is a list of examples and should not be considered inclusive or a rigid rule. As previously mentioned, the range
of voting measures is certainly much wider and potentially more complex than can be described here.

 

D.
Limitations

 

It
is the intent of AltraVue Capital to vote proxies for all securities we manage and where we have voting authority. However, when
a client has a securities lending arrangement with its custodian, AltraVue Capital generally will not vote the proxies for the
securities out on loan. However, if there is a contractual agreement with the client, AltraVue Capital will request the custodian
to “bring back” the security to the client’s account so that a vote can be made on behalf of the client.

 

E.
Conflicts of Interest

 

A
potential conflict of interest arises when an investment adviser has business interests that may not be consistent with the best
interest of the client. In reviewing proxy proposals in order to identify an potential conflicts between AltraVue Capital and those
of our clients, AltraVue Capital will consider such matters as (i) whether the firm has an economic incentive to vote in a manner
not consistent with the best interest of the client (e.g., voting in a manner that would please corporate management in hope that
doing so might lead to having business directed to the firm such as managing the company’s retirement plan); and (ii) whether
there are any business or personal relationships between an employee of AltraVue Capital and the officers and directors of the
company from which the proxy is received that may create an incentive to vote in a manner that is inconsistent with the best interest
of the client. Where a proxy proposal raises a potential conflict of interest between AltraVue Capital and the client’s,
AltraVue Capital will resolve such a conflict as described below:

 

i.
Vote in Accordance with the Guidelines – to the extent that AltraVue Capital has little or no discretion to deviate
from the Guidelines with respect to the proposal in question, the firm shall vote in accordance with the pre-determined voting
policy.

 

ii.
Obtain Consent of the Client – if AltraVue Capital has discretion to deviate from the Guidelines with respect to the
proposal in question, the firm will disclose the conflict to the relevant clients and obtain their consent to the proposed vote
prior to voting the

securities.
The disclosure to the Client will include sufficient detail regarding the matter to be voted on and the nature of the conflict
so that the client would be able to make an informed decision regarding the vote. If the client does not respond to the conflict
disclosure request or denies the request, AltraVue Capital will abstain from voting the securities held in the client’s
account.

 

iii. Client
Directive to use an independent third party – alternatively, a client may in writing, specifically direct
AltraVue Capital to forward all proxy matters in which there is a conflict of interest regarding the client’s securities
to an identified independent third party for review and recommendation. Where the recommendations are received on a timely
basis, AltraVue Capital will vote all such proxies in accordance with the third party’s recommendation. If the third
party’s recommendation is not timely received, AltraVue Capital will abstain from voting the securities held by that
client’s account.

 

iv.
Client will vote its own proxies – if a client does not want to use an independent third party for review and recommendation
when a conflict of interest has been identified, AltraVue Capital will request and client will agree in writing that the client
vote those proxies. If client refuses to vote the proxies, AltraVue Capital will abstain from voting the specified securities
held in the client’s account.

 

F.
Sustainable Investing

 

We
believe that organizations that manage environmental, social and governance (“ESG”) factors effectively are more likely
to create sustainable value over the long term than those that do not. We integrate ESG into our investment analysis, rather than
exclusionary screening, best-in-class selection, thematic investing, active ownership, or impact investing. As an investor, we
monitor ESG factors and prefer companies with better or improving ESG performance relative to sector peers.

 

i.
Shareholder Proposals

 

We
will support proposals that are likely to enhance long-term company performance, reduce risk to long-term company performance
or improve disclosure reasonably necessary to enable shareholders to assess their investment risk and opportunity. We weigh the
benefits of a shareholder proposal against any potential adverse effects the proposal may have on a company. We do not support
proposals that are designed to diminish the power of the board of directors of a company or place arbitrary or artificial constraints
on a company. Guideline: Review shareholder proposals on a case-by-case basis.

 

ii.
Environmental and Social Factors

 

Disclosure
enables investors to better understand and evaluate potential risk and return, including the impact of environmental and social
factors on a company’s long-term performance. We believe companies that effectively manage risks associated with environmental
and social factors are likely to achieve better long-term performance. We review environmental and social-related shareholder
proposals on a case-by-case basis. We do not support shareholder proposals if they are overly prescriptive or duplicative of initiatives
already in place or underway or if they are likely to detract from long-term company performance.

 

iii.
Subject to the foregoing and on a case-by-case basis, we generally support:

 

Proposals
that request the reasonable disclosure of information related to material environmental
and social factors which assist shareholders in assessing potential investment risk and
return (including specific environmental and social risks), the environmental and social
impacts of a company’s operations and products, initiatives to mitigate environmental
and social risks, and/or corporate sustainability reports, unless sufficient information
is already disclosed and/or available to shareholders.
Proposals
that request the adoption or review of responsible policies and/or practices with regard
to environmental and social factors that are likely to enhance long-term company performance
and/or mitigate potential exposure to environmental and social risks.

 

BRIDGE
CITY CAPITAL, LLC PROXY VOTING PROCEDURES

 

Proxy
Voting Procedures

 

Updated
February 2023

 

Policy

 

Bridge
City Capital, LLC (BCC) has adopted this written proxy voting policy as required by Rule 206(4)-6 promulgated under the Investment
Advisers Act of 1940, as amended. It is the policy of BCC to seek to: (a) vote proxies consistent with its contractual obligations
and in the best interest of it clients; (b) identify, document and resolve potential conflicts of interest to the best of its ability;
(c) promptly provide client with proxy voting results upon request; (d) provide a concise summary of its proxy voting process
in its ADV Part 2A and to offer to provide its complete proxy voting policy and procedures to clients upon request; and (e) maintain
records of proxy voting activities as required.

 

Background

 

Proxy
voting is an important shareholder right, and reasonable care and diligence must be undertaken to ensure that such rights are
properly and timely exercised. Registered investment advisers that exercise proxy voting authority with respect to client securities
are required by Rule 206(4)-6 to: (a) adopt and implement written policies and procedure that are reasonable designed to ensure
that proxies are voted in the best interests of clients and seek to address material conflicts of interest; (b) disclose to client
how they may obtain information about how the advisers voted proxies with respect to their securities; (c) describe their proxy
voting policies and procedure to clients and upon request, furnish a copy to their clients; and (d) maintain certain records relating
the adviser’s proxy voting activities when the adviser has proxy voting authority.

 

Responsibilities

 

The
Chief Compliance Officer (CCO) is responsible for establishing this policy, ensuring that this policy is consistent with applicable
federal securities laws and regulations, updating this policy based on changes to federal securities laws and regulations, and
providing effective disclosure of this policy as applicable. Additionally, the CCO is responsible for evaluating this policy no
less frequently than annually.

 

The
CCO is also responsible for coordinating the ballots, voting the ballots and maintaining voting records.

 

Procedures

 

BCC
has adopted and implemented procedures to ensure the firm’s policy is observed, executed properly, and amended or updated
as appropriate. The procedures are as follows:

 

Voting
Guidelines

 

As
a fiduciary, it is the intention of BCC to vote in the best interests of its clients while also taking ESG (Environmental, Social
and Governance) guidelines into consideration. BCC utilizes Proxy Edge to vote proxies and relies on recommendations established
by the Policy Rules (Appendix A) to determine the appropriate votes for each ballot item.

 

Conflicts
of Interest

 

On
occasion, a conflict of interest may exist between BCC and clients regarding the outcome of certain proxy votes. In such cases,
BCC is committed to resolving the conflict in the best interest of our Funds, Portfolios and clients before we vote the proxy in
question.

 

If
the proxy proposal is a Routine Proxy Proposal, BCC will typically adhere to the standard procedure of referring to the principles
and guidelines described herein in deciding how to vote. Alternatively, BCC may disclose the conflict to our clients and obtain
their consent before voting or seek the recommendation of an independent third party in deciding how to vote.

If
the proxy proposal is a Non-Routine Proxy Proposal, BCC will take any of the following courses of action to resolve the conflict:

 

1.
Disclose the conflict to our clients and obtain consent before voting;

 

2.
Suggest that our clients engage another party to determine how the proxy should be voted; or

 

3.
Vote according to the recommendation of an independent third party, such as a:

 

a.
proxy consultant;

 

b.
research analyst;

 

c.
proxy voting department of a mutual fund or pension fund; or

 

d.
compliance consultant.

 

Voting
Procedures

 

1. 
Proxy notifications regarding ballots for client securities are received by e-mail via www.proxyedge.com. All proxies are
voted using www.proxyedge.com.

 

2.
Records of proxy votes cast on behalf of each client must be maintained.

 

3. 
Records of client requests for proxy voting information for proxies voted on their behalf by BCC must be maintained.

 

4.
Documents prepared by BCC, that were material to making the decision on how to vote, must be maintained.

 

Record
Retention

 

All
records associated with this Policy that require retention shall be maintained in accordance with the retention obligations enumerated
in the Books and Records Policy.

 

CLARIVEST
ASSET MANAGEMENT, LLC PROXY VOTING PROCEDURES

 

Proxy
Voting

 

Implementation
Date: April 1, 2022

 

Issue

 

Rule
206(4)-6 under the Advisers Act requires every investment adviser who exercises voting authority with respect to Client securities
to adopt and implement written policies and procedures, reasonably designed to ensure that the adviser votes proxies in the best
interest of its Clients. The procedures must address material conflicts that may arise in connection with proxy voting. The Rule
further requires the adviser to provide a concise summary of the adviser’s proxy voting process and offer to provide copies
of the complete proxy voting policy and procedures to Clients upon request. Lastly, the Rule requires that the adviser disclose
to Clients how they may obtain information on how the adviser voted their proxies.

 

ClariVest
votes proxies for its Clients unless requested otherwise, and therefore has adopted and implemented this Proxy Voting Policy and
Procedures.

 

Potential
Risks

 

In
developing these policies and procedures, ClariVest considered numerous risks associated with its voting of client proxies. This
analysis includes risks such as:

 

ClariVest
does not maintain a written proxy voting policy as required by Rule 206(4)-6.
Proxies
are not voted in Clients’ best interests.

 

Proxies
are not identified and voted in a timely manner.

 

Conflicts
between ClariVest’s interests and the Client are not identified; therefore, proxies
are not voted appropriately.

 

The
third-party proxy voting service utilized by ClariVest is not independent.

 

Proxy
voting records and Client requests to review proxy votes are not maintained.

 

ClariVest
does not conduct adequate ongoing oversight of the third-party proxy voting service to
ensure that ClariVest, through the service, continues to vote proxies in the best interests
of its clients.

 

Proxy
voting for ERISA clients does not comply with the requirements of the Department of Labor.

 

ClariVest has established the following
guidelines to effectuate and monitor its proxy voting policy and procedures.

 

Policy

 

It
is the policy of ClariVest to vote proxies in the interest of maximizing value for ClariVest’s Clients. Proxies are an asset
of a Client, which should be treated by ClariVest with the same care, diligence, and loyalty as any asset belonging to a Client.
To that end, ClariVest will vote in a way that it believes, consistent with its fiduciary duty, will cause the value of the issue
to increase the most or decline the least. Consideration will be given to both the short and long term implications of the proposal
to be voted on when considering the optimal vote.

 

Any
general or specific proxy voting guidelines provided by an advisory Client or its designated agent in writing will supersede
this policy. Clients may wish to have their proxies voted by an independent third party or other named fiduciary or agent, at
the Client’s cost.

 

ClariVest
has retained Institutional Shareholder Services (“ISS”), and with the exception of certain ESG shareholder proposals
described in Appendix A, generally follows their recommendation when voting proxies. ClariVest determined that it is appropriate
to follow the voting recommendations of ISS because ClariVest believes that ISS (a) has the capacity and competency to adequately
analyze proxy issues, and (b) can make such recommendations in an impartial manner and in the best interests of ClariVest’s
Clients.

 

The
interpretive letter also discusses conflicts of interest that can arise from the proxy voting firm’s relationships with
issuers. When the proxy voting firm has a relationship with an issuer of voting securities (e.g., to provide advice on corporate
governance issues), the adviser’s proxy voting procedures should require a proxy voting firm to disclose to the adviser
any relevant facts concerning the firm’s relationship with the issuer, such as the amount of the compensation that the
firm has received or will receive. That information will enable the investment adviser to determine whether the proxy voting
firm can make voting recommendations in an impartial manner and in the best interests of the Clients, or whether the adviser
needs to take other steps to vote the proxies.

 

The
staff of the Securities and Exchange Commission also issued a Staff Legal Bulletin No. 20 (June 30, 2014) that addresses, among
other things, the ongoing duties of an investment adviser with respect to a third party proxy advisory firm.

 

Procedures
for Identification and Voting of Proxies

 

These
proxy voting procedures are designed to enable ClariVest to resolve material conflicts of interests with Clients before voting
their proxies.

 

1.
ClariVest shall maintain a list of all Clients for which it votes proxies. The list will be maintained either in hard copy or
electronically and updated by the Chief Compliance Officer who will obtain proxy voting information from Client agreements.

2.
ClariVest shall work with the Client to ensure that ISS is the designated party to receive proxy voting materials from
companies or intermediaries. To that end, new account forms (including a letter of authorization) of
broker-dealers/custodians will state that ISS should receive this documentation.

 

3.
ClariVest subscribes to the ISS proxy voting service. This browser-based proxy voting system automates the physical paper handling
and detailed recordkeeping needs of ClariVest’s proxy voting function. ISS also provides independent recommendations with
respect to each proxy vote.

 

4.
As a default, except as described further in Exhibit A, proxies are generally voted by ISS in accordance with ISS recommendations.
However, ClariVest retains ultimate decision making authority with respect to the voting of Client proxies and reserves the right
to override ISS recommendations.

 

5.
Carillon Tower Advisers (“Carillon”) has established a Stewardship Committee chaired by the Head of Sustainable
Investing and Corporate Responsibility, as described in Exhibit A. The committee includes members from each affiliate
investment team and Carillon Compliance. This is the main body responsible for proxy voting discussions and voting decisions
through investment team representatives. Effective 4/1/2022, proxy voting will be centralized at the Carillon level. The
Chair of the Stewardship Committee (the “Stewardship Chair) is responsible for entering votes into the ISS proxy voting
service on ClariVest’s behalf.

 

6. For any Client who has provided specific voting instruction, Clarivest will notify the Stewardship Chair who shall then vote
that Client’s proxy in accordance with the Client’s written instructions.

 

7.
The Director of Operations will work with the Stewardship Chair and ISS to ensure the timely voting and recording of any manual
proxies received.

 

8.
As noted by the SEC in Release 2106, the fiduciary duty that ClariVest owes its Clients prohibits the adoption of a policy to
enter default proxy votes in favor of management. Thus, ClariVest shall not by default vote proxies in favor of management, but
shall vote per ISS’s recommendation as set forth in the general principles outlined above, except as described in Appendix
A..

 

9. ClariVest’s investment personnel shall be responsible for making voting decisions with respect to all Client proxies, where
a proxy is not voted in accordance with ISS recommendations (unless an alternative procedure is adopted on a client-by-client
basis). Such decisions shall then be provided to the Stewardship Chair who will then ensure that such proxy votes are documented
and submitted in a timely manner.

 

10.
The Stewardship Chair may delegate the actual voting of Client proxies to any of ClariVest’s or Carillon’s employees
who are familiar with ISS’s service.

 

11.
ClariVest is not required to vote every Client proxy and refraining from voting should not necessarily be construed as a violation
of ClariVest’s fiduciary obligations. ClariVest shall at no time ignore or neglect its proxy voting responsibilities. However,
there may be times when refraining from voting is in the Client’s best interest, such as when an adviser’s analysis
of a particular Client proxy reveals that the cost of voting the proxy may exceed the expected benefit to the Client (i.e., casting
a vote on a foreign security may require that the adviser engage a translator or travel to a foreign country to vote in person).
Such position also complies with Interpretive Bulletin 94-2 of the DOL.

 

12.
The CCO shall be responsible for conducting the proxy voting cost-benefit analysis in those certain situations in which
ClariVest believe it may be in its Clients’ best interest for ClariVest not to vote a particular proxy. The Operations
Manager shall maintain documentation of any cost-benefit analysis with respect to Client proxies that are not voted by
ClariVest.

 

13.
The Stewardship Chair will report any attempts by any of ClariVest personnel to influence the voting of Client proxies in a
manner that is inconsistent with ClariVest’s Policy. Such report shall be made to the CCO, or if the CCO is the person
attempting to influence the voting, then to the President.

 

14.
Proxies received after the termination date of a Client relationship or in the case, where proxy voting authority has been removed
from Clarivest, will not be voted. Such proxies should be delivered to the last known address

of the Client or to the intermediary
who distributed the proxy with a written or oral statement indicating that the advisory relationship has been terminated and that
future proxies for the named Client should not be delivered to ClariVest.

 

15. The Stewardship Chair, with the assistance of the CCO, will reasonably try to assess any material conflicts between ClariVest’s
interests and those of its Clients with respect to proxy voting (where a proxy is not voted in accordance with ISS recommendations)
by considering the situations identified in the Conflicts of Interest section of this document.

 

16.
The Compliance Department with Stewardship Chair will annually review due diligence materials from ISS to confirm the
ongoing adequacy of ISS’s program, including ensuring that ISS has policies and procedures in place designed to manage
potential conflicts of interest.

 

Conflicts
of Interest

 

1.
General: As noted previously, ClariVest will vote its Clients’ proxies in the best interest of its Clients
and not its own. In voting Client proxies, ClariVest shall avoid material conflicts of interest between the interests of ClariVest
on the one hand and the interests of its Clients on the other.

 

2.
Potential Material Conflicts of Interest: ClariVest is aware of the following potential material conflicts that
could affect ClariVest’s proxy voting process in the future. It should be noted that these potential conflicts have been
listed for informational purposes only and do not include all of the potential conflicts of interest that an adviser might face
in voting Client proxies. ClariVest acknowledges that the existence of a relationship of the types discussed below, even in the
absence of any active efforts to solicit or influence ClariVest, with respect to a proxy vote related to such relationship is
sufficient for a material conflict to exist.

 

Example
Conflict:
ClariVest retains an institutional Client, or is in the process
of retaining an institutional Client that is affiliated with an issuer that is held
in ClariVest’s Client portfolios. For example, ClariVest may be retained to manage
Company A’s pension fund. Company A is a public company and ClariVest Client accounts
hold shares of Company A. This type of relationship may influence ClariVest to vote with
management on proxies to gain favor with management. Such favor may influence Company
A’s decision to continue its advisory relationship with ClariVest.

 

Example
Conflict:
ClariVest retains a Client, or is in the process of retaining a
Client that is an officer or director of an issuer that is held in ClariVest’s
Client portfolios. The similar conflicts of interest exist in this relationship as discussed
above.

 

Example
Conflict:
ClariVest’s Employees maintain a personal and/or business
relationship (not an advisory relationship) with issuers or individuals that serve as
officers or directors of issuers. For example, the spouse of an Employee may be a high-level
executive of an issuer that is held in ClariVest’s Client portfolios. The spouse
could attempt to influence ClariVest to vote in favor of management.

 

Example
Conflict:
ClariVest or an Employee(s) personally owns a significant number
of an issuer’s securities that are also held in ClariVest’s Client portfolios.
For any number of reasons, an Employee(s) may seek to vote proxies in a different direction
for his/her personal holdings than would otherwise be warranted by the proxy voting policy.
The Employee(s) could oppose voting the proxies according to the policy and successfully
influence ClariVest to vote proxies in contradiction to the policy.

 

Conflict:
ClariVest or its affiliate has a financial interest in the outcome of a
vote, such as when ClariVest receives distribution fees (i.e., Rule 12b-1 fees) from
registered mutual funds that are maintained in Client accounts and the proxy relates
to an increase in 12b-1 fees.

 

3. Determining
the Materiality of Conflicts of Interest:
In general, ClariVest avoids the conflicts of interest described above by following
ISS’s vote recommendations. Where ISS has a conflict, for the ESG shareholder proposals described in Appendix A, or if ClariVest
is looking to override the ISS recommendation, ClariVest will assess if there is a conflict of interest. Determinations as to whether
a conflict of interest is material will be made after internal discussion among the CCO and the Portfolio Manager(s) for the affected
Clients (unless an

alternative procedure is adopted on a client-by-client basis). Among the factors to be considered in determining
the materiality of a conflict include whether the relevant Client relationship accounts for a significant percentage of ClariVest’s
annual revenues, or the percentage of ClariVest’s assets that is invested with a particular issuer. Materiality determinations
are fact based, and will depend on the details of a particular situation. Whether a particular conflict of interest is deemed material
will be based on the likelihood that the conflict might cause a proxy to be voted in a manner that was not in the best interests
of ClariVest’s Clients. All materiality deliberations will be memorialized in writing by the Stewardship Chair.

 

If
the individuals mentioned above determine that the conflict in question is not material, ClariVest will vote the proxy in accordance
with the policies stated herein. If a conflict is judged material, ClariVest will consider ISS’s recommendation or, at its
expense, engage the services of legal counsel who will provide an independent recommendation on the direction in which ClariVest
should vote on the proposal. The proxy voting service’s or consultant’s determination will be binding on ClariVest.

 

Where
ISS affiliate, ISS Corporate Solutions, Inc.”ICS”, provides services to a corporate issuer that is the subject of
research, ISS discloses this significant relationship. Without limitation, and in keeping with internal firewall procedures put
in place by ISS, information regarding the identity of corporate issuers that are clients of ICS may not be shared with ISS employees.
ICS discloses directly to ClariVest the corporate issuer clients and contract revenue value. ClariVest will evaluate revenue received
as a percentage of total revenue to determine materiality.

 

ClariVest
personnel shall periodically review a random sampling of proxy votes versus the vote recommendations to confirm vote recommendations
are effectuated. Additionally, personnel shall periodically review a sample of votes before they are cast for consistency with
these procedures and client’s best interest which may include:

 

 

Consideration
of additional information that may become available regarding a particular proposal,
which may include an issuer or shareholder proponent’s additional definitive proxy
materials or other information.

 

Any
inconsistencies are to be documented.

 

Procedures
for ERISA accounts

 

As
described above, when deciding whether to exercise shareholder rights and when exercising such rights, including the voting of
proxies, ClariVest carries out its duties prudently and solely in the interests of the participants and beneficiaries and for
the exclusive purpose of providing benefits to participants and beneficiaries and defraying the reasonable expenses of administering
the plan.

 

The
fiduciary duty to manage shareholder rights appurtenant to shares of stock does not require the voting of every proxy or the exercise
of every shareholder right. In order to fulfill its fiduciary obligations, when deciding whether to exercise shareholder rights
and when exercising shareholder rights, ClariVest: (A) Acts solely in accordance with the economic interest of the plan and its
participants and beneficiaries; (B) Considers any costs involved; (C) Will not subordinate the interests of the participants and
beneficiaries in their retirement income or financial benefits under the plan to any nonpecuniary objective, or promote nonpecuniary
benefits or goals unrelated to those financial interests of the plan’s participants and beneficiaries; (D) Evaluates material
facts that form the basis for any particular proxy vote or other exercise of shareholder rights; (E) Maintains records on proxy
voting activities and other exercises of shareholder rights; and (F) Exercises prudence and diligence in the selection and monitoring
of persons, if any, selected to advise or otherwise assist with exercises of shareholder rights. In addition, with respect to
our outsourcing relationship with ISS, ClariVest prudently monitors the proxy voting activities of ISS and has determined such
activities are consistent with DOL rules.

 

Procedures
for ClariVest’s Receipt of Class Actions

 

ClariVest
recognizes that as a fiduciary it has a duty to act with the highest obligation of good faith, loyalty, fair dealing and due
care. When a recovery is achieved in a class action, clients who owned shares in the company subject to the action have the option
to either: (1) opt out of the class action and pursue their own remedy; or (2) participate in the recovery achieved via the class
action. Collecting the recovery involves the completion of a Proof of Claim form which is submitted

to the Claims Administrator.
After the Claims Administrator receives all Proof of Claims, it dispenses the money from the settlement fund to those persons
and entities with valid claims.

 

Unless
otherwise agreed with a Client, if “Class Action” documents are received by ClariVest for its Clients, ClariVest will
gather the materials it has and forward to the Client, to enable the Client to file the “Class Action” at the Client’s
discretion. The decision of whether to participate in the recovery or opt-out may be a legal one that ClariVest may not be qualified
to make for the Client. Therefore, unless otherwise agreed with a Client, ClariVest will not file “Class Actions”
on behalf of a Client.

 

Recordkeeping