0001398344-24-008367.txt : 20240430 0001398344-24-008367.hdr.sgml : 20240430 20240430172020 ACCESSION NUMBER: 0001398344-24-008367 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 83 FILED AS OF DATE: 20240430 DATE AS OF CHANGE: 20240430 EFFECTIVENESS DATE: 20240501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TIMOTHY PLAN CENTRAL INDEX KEY: 0000916490 ORGANIZATION NAME: IRS NUMBER: 597016828 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-08228 FILM NUMBER: 24898633 BUSINESS ADDRESS: STREET 1: 1055 MAITLAND CENTER COMMONS CITY: MAITLAND STATE: FL ZIP: 32751 BUSINESS PHONE: 4076441986 MAIL ADDRESS: STREET 1: 1055 MAITLAND CENTER COMMONS CITY: MAITLAND STATE: FL ZIP: 32751 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TIMOTHY PLAN CENTRAL INDEX KEY: 0000916490 ORGANIZATION NAME: IRS NUMBER: 597016828 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-73248 FILM NUMBER: 24898632 BUSINESS ADDRESS: STREET 1: 1055 MAITLAND CENTER COMMONS CITY: MAITLAND STATE: FL ZIP: 32751 BUSINESS PHONE: 4076441986 MAIL ADDRESS: STREET 1: 1055 MAITLAND CENTER COMMONS CITY: MAITLAND STATE: FL ZIP: 32751

0000916490 S000063763 Timothy Plan US Large/Mid Cap Core ETF

C000206641 Timothy Plan US Large/Mid Cap Core ETF TPLC

0000916490 S000063764 Timothy Plan US Small Cap Core ETF

C000206642 Timothy Plan US Small Cap Core ETF TPSC

0000916490 S000063765 Timothy Plan International ETF

C000206643 Timothy Plan International ETF TPIF

0000916490 S000063766 Timothy Plan High Dividend Stock ETF

C000206644 Timothy Plan High Dividend Stock ETF TPHD

0000916490 S000072550 Timothy Plan US Large/Mid Cap Core Enhanced ETF

C000228883 Timothy Plan US Large/Mid Cap Core Enhanced ETF TPLE

0000916490 S000072551 Timothy Plan High Dividend Stock Enhanced ETF

C000228884 Timothy Plan High Dividend Stock Enhanced ETF TPHE

0000916490 S000079419 TIMOTHY PLAN MARKET NEUTRAL ETF

C000240441 TIMOTHY PLAN MARKET NEUTRAL ETF TPMN

485BPOS 1 fp0088171-1_485bposixbrl.htm

Securities Act File No. 033-73248

Investment Company Act File No. 811-08228

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Pre-Effective Amendment No.

Post-Effective Amendment No. 122

and/or

REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940

Post-Effective Amendment No. 123

THE TIMOTHY PLAN

(Exact Name of Registrant as Specified in Charter)

1055 MAITLAND CENTER COMMONS

MAITLAND, FL 32751

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (407) 644-1986

ARTHUR D. ALLY,

1055 MAITLAND CENTER COMMONS

MAITLAND, FL 32751

(Name and Address of Agent for Service)

Copies to:

DAVID C. MAHAFFEY, ESQ.

Sullivan & Worchester LLP

1666 K Street, NW

Washington, DC 20006

It is proposed that this filing will become effective:

[ ]

immediately upon filing pursuant to paragraph (b)

on May 1, 2024, pursuant to paragraph (b)

[ ]

60 days after filing pursuant to paragraph (a)(1)

[ ]

on (date) pursuant to paragraph (a)(1)

[ ]

75 days after filing pursuant to paragraph (a)(2)

[ ]

on (date) pursuant to paragraph (a)(2) of rule 485

If appropriate check this box:

[ ]

this post-effective amendment designates a new effective date for a previously filed post-effective amendment

EXCHANGE-TRADED FUNDS
PROSPECTUS
May 1, 2024
	Ticker Symbol
US SMALL CAP CORE ETF	TPSC
US LARGE / MID CAP CORE ETF	TPLC
US LARGE / MID CAP CORE ENHANCED ETF	TPLE
HIGH DIVIDEND STOCK ETF	TPHD
HIGH DIVIDEND STOCK ENHANCED ETF	TPHE
INTERNATIONAL ETF	TPIF
MARKET NEUTRAL ETF	TPMN

Each listed and traded on: The New York Stock Exchange

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THE FUND’S SECURITIES OR DETERMINED WHETHER THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Table of Contents


Section 1 \| Fund Summaries
US Small Cap Core ETF	4
US Large / Mid Cap Core ETF	10
US Large / Mid Cap Core Enhanced ETF	16
High Dividend Stock ETF	23
High Dividend Stock Enhanced ETF	29
International ETF	36
Market Neutral ETF	42
Section 2 \| Additional Fund Information
Additional Information about the Funds	48
Additional Information about the International Fund	49
Additional Information about the Enhanced Funds	49
Additional Information about the Market Neutral Fund	49
Investments	49
Additional Fund Strategies	50
Principal Risk Factors	50
Additional Risk Factors	58
Section 3 \| Organization and Management of the Funds
The Investment Advisor	59
The Managing General Partner	59
The Sub-Advisor	59
Portfolio Management	60
Share Price	60
Premium/Discount Information	61
How to Buy and Sell Shares	62
Share Trading Prices	62
Book Entry	62
Frequent Purchases and Redemptions of Fund Shares	62
Section 4 \| Distributions and Taxes
Taxes on Distributions	64
Taxes on Exchange-Listed Share Sales	65
Taxes on Purchase and Redemption of Creation Units	65
Section 5 \| Other Information
Continuous Offering	66
Portfolio Holdings Disclosure	66
Shareholder Communications	66
Disclaimers	66
Section 6 \| Other Service Providers	68
Section 7 \| Financial Highlights	69
Section 8 \| Other Information	77

TABLE OF CONTENTS
PROSPECTUS (ETFS) / 2

Section 1 | Fund Summary

The Timothy Plan believes it has a moral and ethical responsibility to invest in a biblically responsible manner. Accordingly, we strive to ensure the Timothy Plan ETFs do not invest in any company involved in the production or wholesale distribution of alcohol, tobacco, or gambling equipment, gambling enterprises or which is involved, either directly or indirectly, in abortion or pornography, or promoting anti-family entertainment or unbiblical lifestyles. Securities issued by companies engaged in these prohibited activities are excluded from the ETFs’ portfolios. These securities are referred to throughout this Prospectus (the “Prospectus”) as “Excluded Securities.”. The Advisor and Sub-Advisor maintain a list of Excluded Securities to avoid purchasing the Excluded Securities in Timothy Plan ETFs’ portfolios.

Timothy Partners, Ltd. (“TPL”) is Investment Advisor to the Funds and is responsible for determining what companies are deemed Excluded Securities, and reserves the right to exclude investments, in its best judgment, in other companies whose practices may not fall within the exclusions described above, but could be found offensive to fundamental, traditional Judeo- Christian values. The Advisor establishes the Biblically Responsible Investing parameters that are employed by the research service provider in the creation of the “excluded list of companies” that may not be placed into any Timothy Plan ETF portfolio. The research company may not alter, delete, or employ additional parameters without the prior knowledge and consent of the Advisor

In the event a company is subsequently discovered to be engaged in a prohibited practice, it will be liquidated as soon as reasonably practicable with respect to the Market Neutral ETF, and at the next re-balancing with respect to the remaining ETFs.

FUND SUMMARIES
PROSPECTUS (ETFS) / 3

FUND SUMMARY

May 1, 2024

US Small Cap Core ETF

INVESTMENT OBJECTIVE

The Fund seeks to provide investment results that track the performance of the Victory US Small Cap Volatility Weighted BRI Index before fees and expenses.

FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you may pay if you buy and hold shares (“Shares”) of the Fund. Investors may incur usual or customary brokerage commissions and other charges on their purchases and sales of Shares of the Fund in the secondary market, which are not reflected in the table or the example below.

SHAREHOLDER FEES

(fees paid directly from your investment)


Shareholder Fees (fees paid directly from your investment)	none

ANNUAL FUND OPERATING EXPENSES

(expenses that you pay each year as a percentage of the value of your investment)


MANAGEMENT FEES	0.52%
Total Annual Operating Expenses	0.52%

EXAMPLE:

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes that (1) you invest $10,000 in the Fund for the time periods indicated and then sell or continue to hold all of your shares at the end of the period, (2) your investment has a 5% return each year, and (3) the Fund’s operating expenses remain the same. This Example does not take into account the brokerage commissions that you may pay on your purchases and sales of Shares. Although your actual costs may be higher or lower, based upon these assumptions, your costs would be:

1 Year	3 Years	5 Years	10 Years
$53	$167	$291	$653

FUND SUMMARIES
PROSPECTUS (ETFS) / 4

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 will generally indicate higher transaction costs resulting in higher taxes when Shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund’s performance. During the Fund’s most recent fiscal year, the Fund’s portfolio turnover rate was 60% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

The Fund seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of its net assets directly or indirectly in the securities included in the Victory US Small Cap Volatility Weighted BRI Index (the “Index” or the “Underlying Index”) , an unmanaged, volatility weighted index created by the Fund’s Sub-Advisor (the “Index Provider”). The Index Provider is not affiliated with the Fund or the Advisor.

The Index Provider combines fundamental criteria with individual security risk control achieved through volatility weighting of individual securities, rather than traditional market-cap weighting. Such a methodology is sometimes referred to as “Smart Beta.” The Index follows a proprietary rules-based methodology developed by the Fund’s Sub-Advisor, to construct its constituent securities.

The Index universe begins with the stocks included in the Nasdaq Victory US Small Cap 500 Volatility Weighted Index, a volatility weighted index comprised of the 500 largest U.S. companies with the bottom 10% by market capitalization as represented by NASDAQ US Small Cap Index (NQUSS) with positive earnings over the last twelve months.

The Fund’s Advisor provides the Sub-Advisor with the list of Excluded Securities that do not satisfy the Advisor’s proprietary BRI filtering criteria. The Index Provider then removes the Excluded Securities from the Parent Index.

The Index is reconstituted every April and October (based on information as of the prior month-end) and is adjusted to limit exposure to any particular sector to 25%. As of March 31, 2024, the Index had a market capitalization range from $ $358.4 million to $56.5 billion.

The Fund will not knowingly invest in Excluded Securities. Excluded Securities are securities issued by any company that is involved in the production or wholesale distribution of alcohol, tobacco, or gambling equipment, gambling enterprises, or which is involved, either directly or indirectly, in abortion or pornography, or promoting anti-family entertainment or non-biblical lifestyles. The Fund also reserves the right to exclude investments, in its best judgment, in other companies whose practices may not fall within the exclusions described above, but can be found offensive to basic, traditional Judeo-Christian values. In the event a company is subsequently discovered to be engaged in a prohibited practice, it will be liquidated at the next re-balancing.

The Fund generally seeks to track the returns of the Index before fees and expenses by employing a replication strategy that seeks to hold all of the stocks in the Index. A replication strategy means that the Fund seeks to hold all of the securities included in its index, in approximately the percentages represented by the securities in the index.

PRINCIPAL RISKS OF INVESTING IN THE FUND

The principal risks of investing in the Fund are summarized below. As with any investment, there is a risk that you could lose all or a portion of your investment in the Fund. Each risk summarized below is considered a “principal risk” of investing in the Fund, regardless of the order in which it appears.

Small Company Risk. Small company stocks present above-average risks. This means that when stock prices decline overall, the Portfolio may decline more than a broad-based securities market index. These companies usually offer a smaller range of products and services than larger companies. They may also have limited financial resources and may lack management depth. As a result, stocks issued by smaller companies tend to be less liquid and fluctuate in value more than the stocks of larger, more established companies.

FUND SUMMARIES
PROSPECTUS (ETFS) / 5

Excluded Security Risk. Because the Index omits Excluded Securities, the Fund may be riskier than other funds that invest in a broader array of securities. BRI may not be successful. Because the Index is reconstituted only at prescribed times during the year, the Fund may temporarily hold securities that do not comply with the BRI filtering criteria if the application of the criteria or the nature of a company’s business changes in between these dates.

Index Risk. There is no guarantee that the Fund’s investment results will have a high degree of correlation to those of the Underlying Index or that the Fund will achieve its investment objective. Market disruptions and regulatory restrictions could have an adverse effect on the Fund’s ability to adjust its exposure to the required levels in order to track the Underlying Index. Errors in index data, index computations or the construction of the Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the Index Provider for a period of time or at all, which may have an adverse impact on the Fund and its shareholders. Unusual market conditions may cause the Index Provider to postpone a scheduled rebalance, which could cause the Underlying Index to vary from its normal or expected composition.

Equity Securities Risk. The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions in the United States or abroad. A company’s earnings or dividends may not increase as expected (or may decline) because of poor management, competitive pressures, reliance on particular suppliers or geographical regions, labor problems or shortages, corporate restructurings, fraudulent disclosures, man-made or natural disasters, military confrontations or wars, terrorism, public health crises, or other events, conditions and factors. Price changes may be temporary or last for extended periods.

Stock Market Risk. Overall stock market risks may affect the value of the Fund. Domestic and International factors such as political events, war, trade disputes, interest rate levels and other fiscal and monetary policy changes, pandemics and other public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires and floods, may add to instability in world economies and markets generally. The impact of these and other factors may be short-term or may last for extended periods.

Liquidity Risk. In certain circumstances, such as the disruption of the orderly markets for the investments in which the Fund invests, the Fund might not be able to dispose of certain holdings quickly or at prices that represent true market value in the judgment of the Sub-Advisor. Markets for the investments in which the Fund invests may be disrupted by a number of events, including but not limited to economic crises, natural disasters, new legislation, or regulatory changes, and may prevent the Fund from limiting losses, realizing gains or achieving a high correlation with the Index.

Passive Investment Risk. The Fund is not actively managed, and the Sub-Advisor does not take defensive positions under any market conditions, including declining markets.

Calculation Methodology Risk. The Index relies on various sources of information to assess the criteria of issuers included in the Index, including information that may be based on assumptions and estimates. Neither the Fund, the Index Provider, nor the Advisor can offer assurances that the Index’s calculation methodology or sources of information will provide an accurate assessment of included issuers or correct valuation of securities, nor can they guarantee the availability or timeliness of the production of an Index.

Tracking Error Risk. The Fund may be subject to tracking error, which is the divergence of the Fund’s performance from its index. Tracking error may occur because of, among other reasons, differences between the securities and other instruments held in the Fund’s portfolio and those included in the Index. This risk may be heightened during times of increased market volatility or other unusual market conditions. Tracking error also may result because the Fund incurs fees and expenses, while the Index does not.

Exchange-Traded Fund (“ETF”) Structure Risk. The Fund is structured as an exchange-traded fund (“ETF”) and, as a result, is subject to special risks, including:

●

Not Individually Redeemable. The Fund’s shares are not individually redeemable and may be redeemed by the Fund at its net asset value per share (“NAV”) only in large blocks known as Creation Units. The Fund may incur brokerage costs purchasing enough shares to constitute a Creation Unit. Alternatively, the Fund may redeem your shares by selling them on the secondary market at prevailing market prices.

●

FUND SUMMARIES
PROSPECTUS (ETFS) / 6

market will develop for the shares. In stressed market conditions, authorized participants may be unwilling to participate in the creation/redemption process, particularly if the market for shares becomes less liquid in response to deteriorating liquidity in the markets for the Fund’s underlying portfolio holdings, which may lead to widening of bid-ask spreads and differences between the market price of the shares and the underlying value of those shares.

●

Market Price Variance Risk. The market prices of shares will fluctuate in response to changes in NAV and supply and demand for shares and will include a bid-ask spread charged by the exchange specialists, market makers, or other participants that trade the particular security. There may be times when the market price and the NAV vary significantly, particularly in times of market stress. This means that shares may trade at a premium or discount to NAV and bid-ask spreads may widen.

●

Authorized Participants Concentration Risk. A limited number of financial institutions may be responsible for all or a significant portion of the creation and redemption activity for the Fund. If these firms exit the business or are unable or unwilling to process creation and/or redemption orders, shares may trade at a premium or discount to NAV and bid-ask spreads may widen.

●

Tax-Efficiency Risk. Redemptions of shares may be effected for cash, rather than in kind, which means that the Fund may need to sell portfolio securities in order to complete an in-cash redemption, and may recognize net gains on these sales. As a result, investments in the shares may be less tax-efficient than investments in ETFs that redeem solely or principally in kind, and the Fund may pay out higher annual capital gain distributions than if the in-kind redemption process was used.

Valuation Risk. The sale price the Fund could receive for a security may differ from the Fund’s valuation of the security and may differ from the value used by the Index, particularly for securities that trade in low volume or volatile markets or that are valued using a fair value methodology. The Fund relies on various sources to calculate its NAV. The information may be provided by third parties that are believed to be reliable, but the information may not be accurate due to errors by such pricing sources, technological issues, or otherwise.

Large Shareholder Risk. Certain large shareholders, including other funds advised by the Advisor, may from time to time own a substantial amount of the Fund’s shares. The actions by one shareholder or multiple shareholders may have an impact on the Fund and, therefore, indirectly on other shareholders. Shareholder purchase and redemption activity may affect the per share amount of the Fund’s distributions of its net investment income and net realized capital gains, if any, thereby affecting the tax burden on the Fund’s shareholders subject to federal income tax. To the extent a larger shareholder (including, for example, an affiliated fund that operates as a fund-of-funds) is permitted to invest in the Fund, the Fund may experience large inflows or outflows of cash from time to time. This activity could magnify these adverse effects on the Fund.

You may lose money by investing in the Fund. There is no guarantee that the Fund will achieve its objective. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

By itself, the Fund does not constitute a complete investment plan and should be considered a long-term investment for investors who can afford to weather changes in the value of their investment.

FUND SUMMARIES
PROSPECTUS (ETFS) / 7

PAST PERFORMANCE

The following bar chart and table provide some indication of the risks of investing in the Fund by showing the variability of the Fund’s performance from year to year and by comparing the Fund’s performance to a broad based index and to the Underlying Index. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.

Performance data for the Fund may be available online at etf.timothyplan.com or by calling (800) 846-7526.

Year-by-year Annual Total Returns
(for calendar years ending on December 31)

BEST QUARTER	WorsT QUARTER
Dec-20	Mar-20
31.26%	-32.52%

Average Annual Total Returns
(for periods ending on December 31, 2023)

US SMALL CAP CORE ETF
	1 Year	3 Year	Inception^*
Return before taxes	17.64%	9.69%	10.46%
Return after taxes on distributions ⁽¹⁾	17.32%	9.39%	10.15%
Return after taxes on distributions and sale of shares ⁽¹⁾	10.64%	7.51%	8.19%
Victory US Small Cap Volatility Weighted BRI Index ⁽²⁾ (reflects no deduction for fees, expenses or taxes)	18.36%	10.36%	11.13%
Russell 2000 Index⁽³⁾ (reflects no deduction for fees, expenses or taxes)	16.93%	2.22%	7.28%

*	December 2, 2019

(1)

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. 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-deferred arrangements, such as 401(k) plans or individual retirement accounts.

(2)

Victory US Small Cap Volatility Weighted BRI Index is an unmanaged, volatility weighted index created by the Fund’s Sub-Advisor. A volatility weighted index assigns percentage values to each security in the index based on the volatility of that security in the market. More volatile stocks have a lower weighting, and less volatile stocks are assigned a higher weighting. The Index assumes reinvestment of all dividends and distributions and does not reflect any asset-based charges for investment management or other expenses.

(3)	The Russell 2000^© Index is a market capitalization-weighted index that measures the performance of the 2000 smallest US stocks in the Russell 3000^© Index, as measured by market capitalization.

FUND SUMMARIES
PROSPECTUS (ETFS) / 8

INVESTMENT ADVISOR

Timothy Partners, Ltd. has served as the Fund’s investment advisor since the Fund commenced operations on December 2, 2019.

SUB-ADVISOR

Victory Capital Management Inc. (“Victory Capital” or the “Sub-Advisor”) through its Victory Solutions team, has served as the Fund’s Sub-Advisor since the Fund commenced operations on December 2, 2019.

PORTFOLIO MANAGERS

Mannik Dhillon is President of Victory Capital’s VictoryShares and Solutions platform and has been a Portfolio Manager of the Fund since it commenced operations on December 2, 2019.

PURCHASE AND SALE OF SHARES

The Fund issues and redeems Shares at their net asset value (NAV) only in large blocks (each block of Shares is called a “Creation Unit”). Creation Units are issued and redeemed for cash and/or in-kind for securities by Authorized Participants (“APs”) that have entered into agreements with the Fund’s distributor. Individual Shares may only be purchased and sold through brokers in secondary market transactions on The New York Stock Exchange (the “Exchange”). Except when aggregated in Creation Units, Shares are not redeemable securities of the Fund.

Shares of the Fund will be listed for trading on the Exchange and will trade at market prices rather than NAV. Shares of the Fund may trade at a price that is greater than (a premium), at or less than (a discount) NAV.

Investors may incur costs attributable to the difference between the highest price a buyer is willing to pay to purchase Shares (bid) and the lowest price a seller is willing to accept for Shares (ask) when buying or selling Shares in the secondary market (the “bid-ask spread”).

TAX INFORMATION

The Fund’s distributions generally are taxable as ordinary income, qualified dividend income or capital gains. A sale of Shares may result in capital gain or loss.

PAYMENT TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

If you purchase Shares through a broker-dealer or another financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of 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.

FUND SUMMARIES
PROSPECTUS (ETFS) / 9

FUND SUMMARY

May 1, 2024

US Large / Mid Cap Core ETF

INVESTMENT OBJECTIVE

The Fund seeks to provide investment results that track the performance of the Victory US Large/Mid Cap Volatility Weighted BRI Index before fees and expenses.

FEES AND EXPENSES OF THE FUND

SHAREHOLDER FEES

(fees paid directly from your investment)


Shareholder Fees (fees paid directly from your investment)	none

ANNUAL FUND OPERATING EXPENSES

(expenses that you pay each year as a percentage of the value of your investment)


MANAGEMENT FEES	0.52%
Total Annual Operating Expenses	0.52%

EXAMPLE:

1 Year	3 Years	5 Years	10 Years
$53	$167	$291	$653

FUND SUMMARIES
PROSPECTUS (ETFS) / 10

PORTFOLIO TURNOVER

PRINCIPAL INVESTMENT STRATEGIES

The Fund seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of its net assets directly or indirectly in the securities included in the Victory US Large Cap Volatility Weighted BRI Index (the “Index” or the “Underlying Index”), an unmanaged, volatility weighted index created by the Sub-Advisor (the “Index Provider”). The Index Provider is not affiliated with the Fund or the Advisor.

The Index Provider combines fundamental criteria with individual security risk control achieved through volatility weighting of individual securities, rather than traditional market-cap weighting. Such a methodology is sometimes referred to as “Smart Beta.” The Index follows a proprietary rules-based methodology, developed by the Sub-Advisor, to construct its constituent securities.

The Index universe begins with the stocks included in the Nasdaq Victory US Large Cap 500 Volatility Weighted Index, a volatility weighted index comprised of the 500 largest U.S. companies by market capitalization with positive earnings over the last twelve months.

The Fund generally seeks to track the returns of the Index before fees and expenses by employing a replication strategy that seeks to hold all of the stocks in the Index, in approximately the percentages represented by the securities in the Index.

PRINCIPAL RISKS OF INVESTING IN THE FUND

Large-Capitalization Stock Risk. The securities of large-sized companies may underperform the securities of smaller-sized companies or the market as a whole. The growth rate of larger, more established companies may lag those of smaller companies, especially during periods of economic expansion.

Mid-Capitalization Stock Risk. Mid-sized companies may be subject to a number of risks not associated with larger, more established companies, potentially making their stock prices more volatile and increasing the risk of loss.

FUND SUMMARIES
PROSPECTUS (ETFS) / 11

Passive Investment Risk. The Fund is not actively managed, and the Sub-Advisor does not take defensive positions under any market conditions, including declining markets.

Exchange-Traded Fund (“ETF”) Structure Risk. The Fund is structured as an exchange-traded fund (“ETF”) and, as a result is subject to special risks, including:

●

Trading Issues. Trading in shares on the Exchange may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in shares inadvisable, such as extraordinary market volatility. There can be no assurance that shares will continue to meet the listing requirements of the Exchange. There is no guarantee that an active secondary market will develop for the shares. In stressed market conditions, authorized participants may be unwilling to participate in the creation/redemption process, particularly if the market for shares becomes less liquid in response to deteriorating liquidity in the markets for the Fund’s underlying portfolio holdings, which may lead to widening of bid-ask spreads and differences between the market price of the shares and the underlying value of those shares.

FUND SUMMARIES
PROSPECTUS (ETFS) / 12

●

By itself, the Fund does not constitute a complete investment plan and should be considered a long-term investment for investors who can afford to weather changes in the value of their investment.

PAST PERFORMANCE

The following bar chart and table provide some indication of the risks of investing in the Fund by showing the variability of the Fund’s performance from year to year and by comparing the Fund’s performance to a broad based index index and to the Underlying Index. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.

Performance data for the Fund may be available online at etf.timothyplan.com or by calling (800) 846-7526.

FUND SUMMARIES
PROSPECTUS (ETFS) / 13

Year-by-year Annual Total Returns
(for calendar years ending on December 31)

BEST QUARTER	WorsT QUARTER
Jun-20	Mar-20
20.54%	-24.00%

Average Annual Total Returns
(for periods ending on December 31, 2023)

US LARGE / MID CAP CORE ETF
	1 Year		3 Year	Inception^*
Return before taxes		15.30%	8.28%	10.39%
Return after taxes on distributions ⁽¹⁾		15.04%	8.05%	10.15%
Return after taxes on distributions and sale of shares ⁽¹⁾		9.22%	6.40%	8.19%
Victory US Large/Mid Cap Volatility Weighted BRI Index ⁽²⁾ (reflects no deduction for fees, expenses or taxes)		15.93%	8.89%	10.98%
S&P 500 Index ⁽³⁾ (reflects no deduction for fees, expenses or taxes)		26.29%	10.00%	12.77%

*	April 29, 2019

(1)

(2)

Victory US Large/Mid Cap Volatility Weighted BRI Index is an unmanaged, volatility weighted index created by the Fund’s Sub-Advisor. A volatility weighted index assigns percentage values to each security in the index based on the volatility of that security in the market. More volatile stocks have a lower weighting, and less volatile stocks are assigned a higher weighting. The Index assumes reinvestment of all dividends and distributions and does not reflect any asset-based charges for investment management or other expenses.

(3)	The Standard & Poors 500 (“S&P 500”) Index is market capitalization-weighted index tracking the performance of the 500 largest companies listed on stock exchanges in the United States as measured by market capitalization.

INVESTMENT ADVISOR

Timothy Partners, Ltd. has served as the Fund’s investment advisor since the Fund commenced operations on April 29, 2019.

SUB-ADVISOR

FUND SUMMARIES
PROSPECTUS (ETFS) / 14

PORTFOLIO MANAGERS

Mannik Dhillon is President of Victory Capital’s VictoryShares and Solutions platform and has been a Portfolio Manager of the Fund since it commenced operations on April 29, 2019.

PURCHASE AND SALE OF SHARES

TAX INFORMATION

The Fund’s distributions generally are taxable as ordinary income, qualified dividend income or capital gains. A sale of Shares may result in capital gain or loss.

PAYMENT TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

FUND SUMMARIES
PROSPECTUS (ETFS) / 15

FUND SUMMARY

May 1, 2024

US Large / Mid Cap Core Enhanced ETF

INVESTMENT OBJECTIVE

The Fund seeks to provide investment results that track the performance of Victory US Large/Mid Cap Long/Cash Volatility Weighted BRI Index before fees and expenses.

FEES AND EXPENSES OF THE FUND

SHAREHOLDER FEES

(fees paid directly from your investment)


Shareholder Fees (fees paid directly from your investment)	none

ANNUAL FUND OPERATING EXPENSES

(expenses that you pay each year as a percentage of the value of your investment)


MANAGEMENT FEES	0.52%
Acquired Fund Fees and Expenses	0.04%
Total Annual Operating Expenses⁽¹⁾	0.56%

⁽¹⁾

Total Annual Operating Expenses don’t agree to the Financial highlights due to acquired fund fees and expenses.

EXAMPLE:

1 Year	3 Years	5 Years	10 Years
$57	$178	$311	$697

FUND SUMMARIES
PROSPECTUS (ETFS) / 16

PORTFOLIO TURNOVER

PRINCIPAL INVESTMENT STRATEGIES

The Fund seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of its net assets directly or indirectly in the securities included in the Victory US Large/Mid Cap Long/Cash Volatility Weighted BRI Index (the “Index” or the “Underlying Index”), an unmanaged, volatility weighted index created by the Sub-Advisor (the “Index Provider”). The Index Provider is not affiliated with the Fund or the Advisor.

The Index Provider combines fundamental criteria with individual security risk control achieved through volatility weighting of individual securities.

In accordance with a rules-based formula, the Index tactically reduces its exposure to the equity markets during periods of significant market decline and reallocates to stocks when market prices have either further declined or rebounded. The term
“Long/Cash” in the Fund’s name refers to a feature of the Index that is designed to enhance risk-adjusted returns while attempting to minimize downside market risk through defensive positioning, as described below.

The Index utilizes the following rules-based methodology to construct its constituent securities:

●	The Index universe begins with all publicly traded U.S. stocks and then screens for all companies with positive earnings across the last twelve months.

●	The Index identifies the 500 largest U.S. stocks by market capitalization measured at the time the Index’s constituent securities are determined.

●	The 500 stocks are weighted based on their daily standard deviation (volatility) of daily price changes over the last 180 trading days. Stocks with lower volatility receive a higher weighting and stocks with higher volatility receive a lower weighting.

●	The Fund’s Advisor provides the Sub-Advisor with the list of Excluded Securities that do not satisfy the Advisor’s proprietary BRI filtering criteria. The Index Provider then removes the Excluded Securities from the Index.

The Index follows a mathematical index construction process designed to limit risk during periods of significant (non-normal) market decline by reducing its exposure to the equity market by allocating a portion of the Index to cash or cash equivalents. The market decline is measured at month-end by reference to the Victory US Large Cap/Mid Cap Volatility Weighted BRI Index (“Reference Index”), which is composed of similar securities as the Index but without any allocation to cash or cash equivalents.

A “significant market decline” means a decline of 10% or more from the Reference Index’s all-time daily high closing value compared to its most recent month-end closing value, during which, the Index’s exposure to the equity market may be as low as 25% depending on the magnitude and duration of such decline.

During a period of significant market decline that is 10% or more but less than 20% (the “initial trigger point”), the Index will allocate 75% of the stocks included in the Index to cash or cash equivalents, with the remaining 25% consisting of stocks included in the Reference Index.

The Index will reallocate all or a portion of its cash or cash equivalents to stocks when the Reference Index reaches certain additional trigger points, measured at a subsequent month-end, as follows:

●	The Index will return to being 100% allocated to stocks if the subsequent month-end closing value of the stocks in the Reference Index returns to a level that is less than the initial trigger point.

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●

If the Reference Index declines by 20% or more but less than 30% from its all-time daily high closing value as measured at a subsequent month-end, the Index will reallocate an additional 25% to the stocks in the Reference Index at their current securities weightings and the Index will then be 50% allocated to stocks included in the Reference Index.

●

If the Reference Index declines by 30% or more but less than 40% from its all-time daily high closing value as measured at a subsequent month-end, the Index will reallocate another 25% to the stocks of the Reference Index at their current securities weighting and the Index will then be 75% allocated to stocks included in the Reference Index.

●

If the Reference Index declines by 40% or more from its all-time daily high closing value as measured at a subsequent month-end, the Index will reallocate the remaining 25% to the stocks in the Reference Index at their current securities weighting. At this point, the Index will be 100% allocated to stocks included in the Reference Index.

The Index will make any prescribed allocations to cash in accordance with the mathematical formula only at month end. In the event that it does, the Fund will experience higher portfolio turnover and incur additional transaction costs.

During any periods of significant market decline, when the Index’s exposure to the market is less than 100%, the Fund will invest the cash portion dictated by the Index in 30-day U.S. Treasury bills or in money market mutual funds that primarily invest in short-term U.S. Treasury obligations.

While the Fund generally seeks to track the returns of the Index before fees and expenses by employing a replication strategy that seeks to hold all the stocks in the Index, at times the Fund may pursue its investment objective by investing in the Index securities indirectly by investing all or a portion of its assets in another investment company advised by the Advisor, including an exchange-traded fund (“ETF”), that seeks to track the Index or the Reference Index.

PRINCIPAL RISKS OF INVESTING IN THE FUND

Fixed Income Risk. The value of the Fund’s direct or indirect investments in fixed income securities changes in response to various factors, including, for example, market-related factors (such as changes in interest rates or changes in the risk appetite of investors generally) and changes in the actual or perceived ability of the issuer (or of issuers generally) to meet its (or their) obligations.

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time or at all, which may have an adverse impact on the Fund and its shareholders. Unusual market conditions may cause the Index Provider to postpone a scheduled rebalance, which could cause the Underlying Index to vary from its normal or expected composition.

Equity Securities Risk. The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions in the United States or abroad. A company’s earnings or dividends may not increase as expected (or may decline) because of poor management, competitive pressures, reliance on particular suppliers or geographical regions, labor problems or shortages, corporate restructurings, fraudulent disclosures, man-made or natural disasters, military confrontations or wars, terrorism, public health crises, or other events, conditions and factors. Price changes may be temporary or last for extended periods.

Portfolio Turnover Risk. Higher portfolio turnover ratios resulting from additional purchases and sales of portfolio securities will generally result in higher transaction costs and Fund expenses and may result in more significant distributions of short-term capital gains to investors, which are taxed as ordinary income.

Investment Company Risk. An investment company or similar vehicle (including an ETF) in which the Fund invests may not achieve its investment objective. Underlying investment vehicles are subject to investment Advisory and other expenses, which will be indirectly paid by the Fund. Lack of liquidity in an ETF could result in an ETF being more volatile than the underlying portfolio of securities.

Index/Defensive Positioning Risk. Because the Index’s allocation to cash versus securities is determined at month-end, there is a risk that the Index, and thus the Fund, will not react to changes in market conditions that occur between reallocations, or will react to a short-term market swing that occurs at month end. The Fund will incur transaction costs and potentially adverse tax consequences in the event the Index allocates to cash. There is no guarantee that the Index’s prescribed defensive strategy, if employed, will be successful in minimizing downside market risk.

Passive Investment Risk. The Fund is not actively managed, and the Sub-Advisor does not take defensive positions under any market conditions, including declining markets.

Calculation Methodology Risk. The Index relies on various sources of information to assess the criteria of issuers included in the Index, including information that may be based on assumptions and estimates. Neither the Fund, the Index Provider, nor the Advisor can offer assurances that the Index’s calculation methodology or sources of information will provide an accurate assessment of included issuers or correct valuation of securities, nor can they guarantee the availability or timeliness of the production of an Index.

Tracking Error Risk. The Fund may be subject to tracking error, which is the divergence of the Fund’s performance from its index. Tracking error may occur because of, among other reasons, differences between the securities and other instruments held in the Fund’s portfolio and those included in the Index. This risk may be heightened during times of increased market volatility or other unusual market conditions. Tracking error also may result because the Fund incurs fees and expenses, while the Index does not.

Exchange-Traded Fund (“ETF”) Structure Risk. The Fund is structured as an exchange-traded fund (“ETF”) and, as a result, is subject to special risks, including:

●

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unwilling to participate in the creation/redemption process, particularly if the market for shares becomes less liquid in response to deteriorating liquidity in the markets for the Fund’s underlying portfolio holdings, which may lead to widening of bid-ask spreads and differences between the market price of the shares and the underlying value of those shares.

●

Market Price Variance Risk. The market prices of shares will fluctuate in response to changes in NAV and supply and demand for shares and will include a bid-ask spread charged by the exchange specialists, market makers, or other participants that trade the particular security. There may be times when the market price and the NAV vary significantly, particularly in times of market stress. This means that shares may trade at a premium or discount to NAV and bid-ask spreads may widen.

●

Authorized Participants Concentration Risk. A limited number of financial institutions may be responsible for all or a significant portion of the creation and redemption activity for the Fund. If these firms exit the business or are unable or unwilling to process creation and/or redemption orders, shares may trade at a premium or discount to NAV and bid-ask spreads may widen.

●

Tax-Efficiency Risk. Redemptions of shares may be effected for cash, rather than in kind, which means that the Fund may need to sell portfolio securities in order to complete an in-cash redemption, and may recognize net gains on these sales. As a result, investments in the shares may be less tax-efficient than investments in ETFs that redeem solely or principally in kind, and the Fund may pay out higher annual capital gain distributions than if the in-kind redemption process was used.

Valuation Risk. The sale price the Fund could receive for a security may differ from the Fund’s valuation of the security and may differ from the value used by the Index, particularly for securities that trade in low volume or volatile markets or that are valued using a fair value methodology. The Fund relies on various sources to calculate its NAV. The information may be provided by third parties that are believed to be reliable, but the information may not be accurate due to errors by such pricing sources, technological issues, or otherwise.

Large Shareholder Risk. Certain large shareholders, including other funds advised by the Advisor, may from time to time own a substantial amount of the Fund’s shares. The actions by one shareholder or multiple shareholders may have an impact on the Fund and, therefore, indirectly on other shareholders. Shareholder purchase and redemption activity may affect the per share amount of the Fund’s distributions of its net investment income and net realized capital gains, if any, thereby affecting the tax burden on the Fund’s shareholders subject to federal income tax. To the extent a larger shareholder (including, for example, an affiliated fund that operates as a fund-of-funds) is permitted to invest in the Fund, the Fund may experience large inflows or outflows of cash from time to time. This activity could magnify these adverse effects on the Fund.

By itself, the Fund does not constitute a complete investment plan and should be considered a long-term investment for investors who can afford to weather changes in the value of their investment.

PAST PERFORMANCE

The following bar chart and table provide some indication of the risks of investing in the Fund by showing the variability of the Fund’s performance from year to year and by comparing the Fund’s performance to a broad based index index and to the Underlying Index. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.

Performance data for the Fund may be available online at etf.timothyplan.com or by calling (800) 846-7526.

FUND SUMMARIES
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Year-by-year Annual Total Returns
(for calendar years ending on December 31)

BEST QUARTER	WorsT QUARTER
Dec-23	Jun-22
4.10%	-7.84%

Average Annual Total Returns
(for periods ending on December 31, 2023)

US LARGE / MID CAP CORE ENHANCED ETF
	1 Year	Inception^*
Return before taxes	-2.40%	-2.46%
Return after taxes on distributions ⁽¹⁾	-2.82%	-2.80%
Return after taxes on distributions and sale of shares ⁽¹⁾	-1.22%	-1.91%
Victory US Large/Mid Cap Volatility Weighted BRI Index ⁽²⁾ (reflects no deduction for fees, expenses or taxes)	-2.73%	-2.53%
S&P 500 Index ⁽³⁾ (reflects no deduction for fees, expenses or taxes)	26.29%	5.05%

*	July 28, 2021

(1)

(2)

(3)	The Standard & Poors 500 (“S&P 500”) Index is market capitalization-weighted index tracking the performance of the 500 largest companies listed on stock exchanges in the United States as measured by market capitalization.

INVESTMENT ADVISOR

Timothy Partners, Ltd. has served as the Fund’s investment advisor since the Fund commenced operations on July 28, 2021.

SUB-ADVISOR

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PORTFOLIO MANAGERS

Mannik Dhillon is President of Victory Capital’s VictoryShares and Solutions platform and has been a Portfolio Manager of the Fund since it commenced operations on July 28, 2021.

PURCHASE AND SALE OF SHARES

TAX INFORMATION

The Fund’s distributions generally are taxable as ordinary income, qualified dividend income or capital gains. A sale of Shares may result in capital gain or loss.

PAYMENT TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

FUND SUMMARIES
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FUND SUMMARY

May 1, 2024

High Dividend Stock ETF

INVESTMENT OBJECTIVE

The Fund seeks to provide investment results that track the performance of the Victory US Large Cap High Dividend Volatility Weighted BRI Index before fees and expenses.

FEES AND EXPENSES OF THE FUND

SHAREHOLDER FEES

(fees paid directly from your investment)


Shareholder Fees (fees paid directly from your investment)	none

ANNUAL FUND OPERATING EXPENSES

(expenses that you pay each year as a percentage of the value of your investment)


MANAGEMENT FEES	0.52%
Total Annual Operating Expenses	0.52%

EXAMPLE:

1 Year	3 Years	5 Years	10 Years
$53	$167	$291	$653

FUND SUMMARIES
PROSPECTUS (ETFS) / 23

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 will generally indicate higher transaction costs resulting in higher taxes when Shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund’s performance. During the Fund’s most recent fiscal period, the Fund’s portfolio turnover rate was 41% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

The Fund seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of its net assets directly or indirectly in the securities included in the Victory US Large Cap High Dividend Volatility Weighted BRI Index (the “Index” or the “Underlying Index”), an unmanaged, volatility weighted index created by the Sub-Advisor (the “Index Provider”). The Index Provider is not affiliated with the Fund or the Advisor.

The Index Provider combines fundamental criteria with individual security risk control achieved through volatility weighting of individual securities, rather than traditional market-cap weighting. Such a methodology is sometimes referred to as “Smart Beta.” The Index follows a proprietary rules-based methodology, developed by the Fund’s Sub-Advisor, to construct its constituent securities.

The Index is comprised of the largest 100 dividend yielding stocks among the largest U.S. companies by market capitalization from the Victory US Large/Mid Cap Volatility Weighted BRI Index (“Parent Index”). The Parent Index universe begins with the stocks included in the Nasdaq Victory US Large Cap 500 Volatility Weighted Index, a volatility weighted index comprised of the 500 largest U.S. companies by market capitalization with positive earnings over the last twelve months.

The 100 highest dividend yielding stocks become the stocks included in the Index and are weighted based on their daily standard deviation (volatility) of daily price changes over the last 180 trading days. Stocks with lower volatility receive a higher weighting and stocks with higher volatility receive a lower weighting.

PRINCIPAL RISKS OF INVESTING IN THE FUND

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Stock Market Risk. Overall stock market risks may affect the value of the Fund. Domestic and International factors such as political events, war, trade disputes, interest rate levels and other fiscal and monetary policy changes, pandemics and other public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires and floods, may add to instability in world economies and markets generally. The impact of these and other factors may be short-term or may last for extended periods.

Investment Strategy Risk. The Fund’s dividend strategy may not be successful. Dividend paying stocks may fall out of favor relative to the overall market. In addition, the Index may not successfully identify companies that meet its objectives.

Passive Investment Risk. The Fund is not actively managed, and the Sub-Advisor does not take defensive positions under any market conditions, including declining markets.

Exchange-Traded Fund (“ETF”) Structure Risk. The Fund is structured as an exchange-traded fund (“ETF”) and, as a result, is subject to special risks, including:

●

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active secondary market will develop for the shares. In stressed market conditions, authorized participants may be unwilling to participate in the creation/redemption process, particularly if the market for shares becomes less liquid in response to deteriorating liquidity in the markets for the Fund’s underlying portfolio holdings, which may lead to widening of bid-ask spreads and differences between the market price of the shares and the underlying value of those shares.

●

Authorized Participants Concentration Risk. A limited number of financial institutions may be responsible for all or a significant portion of the creation and redemption activity for the Fund. If these firms exit the business or are unable or unwilling to process creation and/or redemption orders, shares may trade at a premium or discount to NAV and bid-ask spreads may widen.

●

By itself, the Fund does not constitute a complete investment plan and should be considered a long-term investment for investors who can afford to weather changes in the value of their investment.

PAST PERFORMANCE

The following bar chart and table provide some indication of the risks of investing in the Fund by showing the variability of the Fund’s performance from year to year and by comparing the Fund’s performance to a broad based index index and to the Underlying Index. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.

Performance data for the Fund may be available online at etf.timothyplan.com or by calling (800) 846-7526.

FUND SUMMARIES
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Year-by-year Annual Total Returns
(for calendar years ending on December 31)

BEST QUARTER	WorsT QUARTER
Jun-20	Mar-20
16.02%	-28.98%

Average Annual Total Returns
(for periods ending on December 31, 2023)

HIGH DIVIDEND STOCK ETF
	1 Year	3 Year	Inception^*
Return before taxes	9.03%	11.08%	8.70%
Return after taxes on distributions ⁽¹⁾	8.43%	10.49%	8.08%
Return after taxes on distributions and sale of shares ⁽¹⁾	5.72%	8.59%	6.75%
Victory US Large Cap High Dividend Volatility Weighted BRI Index ⁽²⁾ (reflects no deduction for fees, expenses or taxes)	9.56%	11.70%	9.27%
Russell 1000 Value Index ⁽³⁾ (reflects no deduction for fees, expenses or taxes)	11.46%	8.86%	8.36%

*	April 29, 2019

(1)

(2)

Victory US Large Cap High Dividend Volatility Weighted BRI Index is an unmanaged, volatility weighted index created by the Fund’s
Sub-Advisor. A volatility weighted index assigns percentage values to each security in the index based on the volatility of that security in the market. More volatile stocks have a lower weighting, and less volatile stocks are assigned a higher weighting. The Index assumes reinvestment of all dividends and distributions and does not reflect any asset-based charges for investment management or other expenses.

(3)	The Russell 1000^© Value Index is a is a market-capitalization-weighted index that measures the performance of Russell1000^® Index companies (which consists of the 1,000 largest U.S. companies based on total market capitalization) with lower price-to-book ratios and lower forecasted growth rates.

INVESTMENT ADVISOR

Timothy Partners, Ltd. has served as the Fund’s investment advisor since the Fund commenced operations on April 29, 2019.

SUB-ADVISOR

FUND SUMMARIES
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PORTFOLIO MANAGERS

Mannik Dhillon is President of Victory Capital’s VictoryShares and Solutions platform and has been a Portfolio Manager of the Fund since it commenced operations on April 29, 2019.

PURCHASE AND SALE OF SHARES

TAX INFORMATION

The Fund’s distributions generally are taxable as ordinary income, qualified dividend income or capital gains. A sale of Shares may result in capital gain or loss.

PAYMENT TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

FUND SUMMARIES
PROSPECTUS (ETFS) / 28

FUND SUMMARY

May 1, 2024

High Dividend Stock Enhanced ETF

INVESTMENT OBJECTIVE

The Fund seeks to provide investment results that track the performance of the Victory US Large Cap High Dividend Long/Cash Volatility Weighted BRI Index (the “Index”) before fees and expenses.

FEES AND EXPENSES OF THE FUND

SHAREHOLDER FEES

(fees paid directly from your investment)


Shareholder Fees (fees paid directly from your investment)	none

ANNUAL FUND OPERATING EXPENSES

(expenses that you pay each year as a percentage of the value of your investment)


MANAGEMENT FEES	0.52%
Acquired Fund Fees and Expenses	0.03%
Total Annual Operating Expenses⁽¹⁾	0.55%

⁽¹⁾

Total Annual Operating Expenses don’t agree to the Financial highlights due to acquired fund fees and expenses.

EXAMPLE:

1 Year	3 Years	5 Years	10 Years
$56	$175	$305	$684

FUND SUMMARIES
PROSPECTUS (ETFS) / 29

PORTFOLIO TURNOVER

PRINCIPAL INVESTMENT STRATEGIES

The Fund seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of its net assets directly or indirectly in the securities included in the Victory US Large Cap High Dividend Long/Cash Volatility Weighted BRI Index (the “Index” or the “Underlying Index”), an unmanaged, volatility weighted index created by the Sub-Advisor (the “Index Provider”). The Index Provider is not affiliated with the Fund or the Advisor.

The Index Provider combines fundamental criteria with individual security risk control achieved through volatility weighting of individual securities. In accordance with a rules-based mathematical formula, the Index tactically reduces its exposure to the equity markets during periods of significant market decline and reallocates to stocks when market prices have further declined or rebounded. The term “Long/Cash” in the Fund’s name refers to a feature of the Index that is designed to enhance risk-adjusted returns while attempting to minimize downside market risk through defensive positioning, as described below.

The Index is comprised of the highest 100 dividend yielding stocks included in the Victory US Large/Mid Cap Volatility Weighted BRI Index (“Parent Index”). The Parent Index universe begins with the stocks included in the Nasdaq Victory US Large Cap 500 Volatility Weighted Index, a volatility weighted index comprised of the 500 largest U.S. companies by market capitalization with positive earnings across the last twelve months.

The 100 highest dividend yielding stocks included in the Index are weighted based on their daily standard deviation (volatility) of daily price changes over the last 180 trading days. Stocks with lower volatility receive a higher weighting and stocks with higher volatility receive a lower weighting.

The Index utilizes the following index construction process designed to limit risk during periods of significant
(non-normal) market decline by reducing its exposure to the equity market by allocating a portion of the Index to cash or cash equivalents. Market decline is measured at month-end by reference to the Victory US Large Cap High Dividend Volatility Weighted BRI Index (“Reference Index”), which is composed of similar securities as the Index but without any allocation to cash or cash equivalents.

A “significant market decline” means a decline of 8% or more from the Reference Index’s all-time daily high closing value compared to its most recent month-end closing value, during which, the Index’s exposure to the equity market may be as low as 25% depending on the magnitude and duration of such decline.

During a period of significant market decline that is 8% or more but less than 16% (the “initial trigger point”), the Index will allocate 75% of the stocks included in the Index to cash or cash equivalents, with the remaining 25% consisting of stocks included in the Reference Index.

FUND SUMMARIES
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●	The Index will return to being 100% allocated to stocks if the subsequent month-end closing value of the stocks in the Reference Index returns to a level that is less than the initial trigger point.

●

If the Reference Index declines by 16% or more but less than 24% from its all-time daily high closing value as measured at a subsequent month-end, the Index will reallocate an additional 25% to the stocks in the Reference Index at their current securities weightings and the Index will then be 50% allocated to stocks included in the Reference Index.

●

If the Reference Index declines by 24% or more but less than 32% from its all-time daily high closing value as measured at a subsequent month-end, the Index will reallocate another 25% to the stocks of the Reference Index at their current securities weighting and the Index will then be 75% allocated to stocks included in the Reference Index.

●

If the Reference Index declines by 32% or more from its all-time daily high closing value as measured at a subsequent month-end, the Index will reallocate the remaining 25% to the stocks in the Reference Index at their current securities weighting. At this point, the Index will be 100% allocated to stocks included in the Reference Index.

PRINCIPAL RISKS OF INVESTING IN THE FUND

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Index/Defensive Positioning Risk. Because the Index’s allocation to cash versus securities is determined at month-end, there is a risk that the Index, and thus the Fund, will not react to changes in market conditions that occur between reallocations or will react to a short-term market swing that occurs at month end. The Fund will incur transaction costs and potentially adverse tax consequences in the event the Index allocates to cash. There is no guarantee that the Index’s prescribed defensive strategy, if employed, will be successful in minimizing downside market risk.

Passive Investment Risk. The Fund is not actively managed, and the Sub-Advisor does not take defensive positions under any market conditions, including declining markets.

Exchange-Traded Fund (“ETF”) Structure Risk. The Fund is structured as an exchange-traded fund (“ETF”) and, as a result, is subject to special risks, including:

●

Not Individually Redeemable. The Fund’s shares are not individually redeemable and may be redeemed by the Fund at its net asset value per share (“NAV”) only in large blocks known as Creation Units. The Fund may incur brokerage costs purchasing enough shares to constitute a Creation Unit. Alternatively, the Fund may redeem your shares by selling them on the secondary market at prevailing market prices.

●	Trading Issues. Trading in shares on the Exchange may be halted due to market conditions or for reasons that, in the

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view of the Exchange, make trading in shares inadvisable, such as extraordinary market volatility. There can be no assurance that shares will continue to meet the listing requirements of the Exchange. There is no guarantee that an active secondary market will develop for the shares. In stressed market conditions, authorized participants may be unwilling to participate in the creation/redemption process, particularly if the market for shares becomes less liquid in response to deteriorating liquidity in the markets for the Fund’s underlying portfolio holdings, which may lead to widening of bid-ask spreads and differences between the market price of the shares and the underlying value of those shares.

●

By itself, the Fund does not constitute a complete investment plan and should be considered a long-term investment for investors who can afford to weather changes in the value of their investment.

PAST PERFORMANCE

The following bar chart and table provide some indication of the risks of investing in the Fund by showing the variability of the Fund’s performance from year to year and by comparing the Fund’s performance to a broad based index index and to the Underlying Index. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.

Performance data for the Fund may be available online at etf.timothyplan.com or by calling (800) 846-7526.

FUND SUMMARIES
PROSPECTUS (ETFS) / 33

Year-by-year Annual Total Returns
(for calendar years ending on December 31)

BEST QUARTER	WorsT QUARTER
Dec-22	Jun-22
5.80%	-9.26%

Average Annual Total Returns
(for periods ending on December 31, 2023)

HIGH DIVIDEND STOCK ENHANCED ETF
	1 Year	Inception^*
Return before taxes	-1.17%	-1.62%
Return after taxes on distributions ⁽¹⁾	-1.74%	-2.20%
Return after taxes on distributions and sale of shares ⁽¹⁾	-0.26%	-1.21%
Victory US Large Cap High Dividend Volatility Weighted BRI Index ⁽²⁾ (reflects no deduction for fees, expenses or taxes)	-1.26%	-1.46%
Russell 1000 Value Index ⁽³⁾ (reflects no deduction for fees, expenses or taxes)	11.46%	3.87%

*	July 28, 2021

(1)

(2)

Victory US Large Cap High Dividend Volatility Weighted BRI Index is an unmanaged, volatility weighted index created by the Fund’s Sub-Advisor. A volatility weighted index assigns percentage values to each security in the index based on the volatility of that security in the market. More volatile stocks have a lower weighting, and less volatile stocks are assigned a higher weighting. The Index assumes reinvestment of all dividends and distributions and does not reflect any asset-based charges for investment management or other expenses.

(3)	The Russell 1000© Value Index is a is a market-capitalization-weighted index that measures the performance of Russell1000^® Index companies (which consists of the 1,000 largest U.S. companies based on total market capitalization) with lower price-to-book ratios and lower forecasted growth rates.

INVESTMENT ADVISOR

Timothy Partners, Ltd. has served as the Fund’s investment advisor since the Fund commenced operations on July 28, 2021.

SUB-ADVISOR

FUND SUMMARIES
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PORTFOLIO MANAGERS

Mannik Dhillon is President of Victory Capital’s VictoryShares and Solutions platform and has been a Portfolio Manager of the Fund since it commenced operations on July 28, 2021.

PURCHASE AND SALE OF SHARES

TAX INFORMATION

The Fund’s distributions generally are taxable as ordinary income, qualified dividend income or capital gains. A sale of Shares may result in capital gain or loss.

PAYMENT TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

FUND SUMMARIES
PROSPECTUS (ETFS) / 35

FUND SUMMARY

May 1, 2024

International ETF

INVESTMENT OBJECTIVE

The Fund seeks to provide investment results that track the performance of the Victory International Volatility Weighted BRI Index before fees and expenses.

FEES AND EXPENSES OF THE FUND

SHAREHOLDER FEES

(fees paid directly from your investment)


Shareholder Fees (fees paid directly from your investment)	none

ANNUAL FUND OPERATING EXPENSES

(expenses that you pay each year as a percentage of the value of your investment)


MANAGEMENT FEES	0.62%
Total Annual Operating Expenses	0.62%

EXAMPLE:

1 Year	3 Years	5 Years	10 Years
$63	$199	$346	$774

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PROSPECTUS (ETFS) / 36

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 will generally indicate higher transaction costs resulting in higher taxes when Shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund’s performance. During the Fund’s most recent fiscal period, the Fund’s portfolio turnover rate was 34% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

The Fund seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of its net assets directly or indirectly in the securities included in the Victory International Volatility Weighted BRI Index (the “Index” or the “Underlying Index”), an unmanaged, volatility weighted index created by the Sub-Advisor (the “Index Provider”). The Index Provider is not affiliated with the Fund or the Advisor.

The Index Provider combines fundamental criteria with individual security risk control achieved through volatility weighting of individual securities, rather than traditional market cap weighting. Such methodology is sometimes referred to as “Smart Beta.” The Index follows a proprietary rules-based methodology, developed by the Sub-Advisor, to construct its constituent securities:

●

The Index universe begins with the stocks included in the Nasdaq Victory International Volatility Weighted Index, a volatility weighted index comprised of the 500 largest publicly traded foreign companies by market capitalization with positive earnings over the last twelve months.

●

The Index considers foreign companies to be those that are organized or domiciled in a developed country (excluding the U.S. and emerging markets) and whose stock principally trades on a foreign exchange. Representative developed markets include Canada, France, Germany, Great Britain, Japan, Hong Kong and Australia.

The Index is reconstituted every April and October (based on information as of the prior month-end) and is adjusted to limit exposure to any particular country to 20% and any particular sector to 25%. As of March 31, 2024, the Index had a market capitalization range from $2.8 billion to $365.4 billion (in USD).

The Fund seeks to track the returns of the Index before fees and expenses by employing, under normal circumstances, a “sampling” process to invest in a representative sample of stocks included in the Index. The Fund’s portfolio managers select these stocks using a statistical optimization process designed to produce investment characteristics that closely approximate those of the Index.

PRINCIPAL RISKS OF INVESTING IN THE FUND

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PROSPECTUS (ETFS) / 37

Depositary receipts may have additional risks, including creditworthiness of the depositary bank and the risk of an illiquid market. In addition, to the extent investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund. Fluctuations in the exchange rates between the U.S. dollar and foreign currencies, currency exchange control regulations, and restrictions or prohibitions on the repatriation of foreign currencies may negatively affect an investment.

Passive Investment Risk. The Fund is not actively managed, and the Sub-Advisor does not take defensive positions under any market conditions, including declining markets.

Sampling Risk. The Fund’s use of a representative sampling approach, if used, could result in it holding a smaller number of securities than are in the Index. As a result, an adverse development with an issuer or a small number of issuers of securities held by the Fund could result in a greater decline in NAV than would be the case if the Fund held all of the securities in the Index. To the extent the assets in the Fund are smaller, these risks will be greater.

Exchange-Traded Fund (“ETF”) Structure Risk. The Fund is structured as an exchange-traded fund (“ETF”) and, as a result, is subject to special risks, including:

●	Not Individually Redeemable. The Fund’s shares are not individually redeemable and may be redeemed by the Fund at its net asset value per share (“NAV”) only in large blocks known as Creation Units. The Fund may incur brokerage costs

FUND SUMMARIES
PROSPECTUS (ETFS) / 38

purchasing enough shares to constitute a Creation Unit. Alternatively, the Fund may redeem your shares by selling them on the secondary market at prevailing market prices.

●

Trading Issues. Trading in shares on the Exchange may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in shares inadvisable, such as extraordinary market volatility. There can be no assurance that shares will continue to meet the listing requirements of the Exchange. There is no guarantee that an active secondary market will develop for the shares. In stressed market conditions, authorized participants may be unwilling to participate in the creation/redemption process, particularly if the market for shares becomes less liquid in response to deteriorating liquidity in the markets for the Fund’s underlying portfolio holdings, which may lead to widening of bid-ask spreads and differences between the market price of the shares and the underlying value of those shares.

●

International Closed Market Trading Risk. Many of the Fund’s underlying securities trade on foreign exchanges that are closed when the Exchange is open; consequently, events may transpire while such foreign exchanges are closed but the Exchange is open that may change the value of such underlying securities relative to their last quoted prices on such foreign exchanges.

●

By itself, the Fund does not constitute a complete investment plan and should be considered a long-term investment for investors who can afford to weather changes in the value of their investment.

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PAST PERFORMANCE

The following bar chart and table provide some indication of the risks of investing in the Fund by showing the variability of the Fund’s performance from year to year and by comparing the Fund’s performance to a broad based index index and to the Underlying Index. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.

Performance data for the Fund may be available online at etf.timothyplan.com or by calling (800) 846-7526.

Year-by-year Annual Total Returns
(for calendar years ending on December 31)

BEST QUARTER	WorsT QUARTER
Dec-22	Mar-20
15.31%	-22.78%

Average Annual Total Returns
(for periods ending on December 31, 2023)

INTERNATIONAL ETF
	1 Year	3 Year	Inception^*
Return before taxes	16.41%	1.83%	4.01%
Return after taxes on distributions ⁽¹⁾	16.11%	-1.57%	3.71%
Return after taxes on distributions and sale of shares ⁽¹⁾	10.54%	1.71%	3.33%
Victory International Volatility Weighted BRI Index ⁽²⁾ (reflects no deduction for fees, expenses or taxes)	17.65%	2.41%	4.68%
Russell 1000 Value Index ⁽³⁾ (reflects no deduction for fees, expenses or taxes)	11.46%	8.86%	8.04%

*	December 2, 2019

(1)

(2)

Victory International Volatility Weighted BRI Index is an unmanaged, volatility weighted index created by the Fund’s Sub-Advisor. A volatility weighted index assigns percentage values to each security in the index based on the volatility of that security in the market. More volatile stocks have a lower weighting, and less volatile stocks are assigned a higher weighting. The Index assumes reinvestment of all dividends and distributions and does not reflect any asset-based charges for investment management or other expenses.

(3)	MSCI EAFE Index (“Industry Benchmark”) is a free float-adjusted, market capitalization-weighted index that measures the performance of stocks in the developed markets, excluding the United States and Canada.

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PROSPECTUS (ETFS) / 40

INVESTMENT ADVISOR

Timothy Partners, Ltd. has served as the Fund’s investment advisor since the Fund commenced operations on December 2, 2019.

SUB-ADVISOR

PORTFOLIO MANAGERS

Mannik Dhillon is President of Victory Capital’s VictoryShares and Solutions platform and has been a Portfolio Manager of the Fund since it commenced operations on December 2, 2019.

PURCHASE AND SALE OF SHARES

TAX INFORMATION

The Fund’s distributions generally are taxable as ordinary income, qualified dividend income or capital gains. A sale of Shares may result in capital gain or loss.

PAYMENT TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

FUND SUMMARIES
PROSPECTUS (ETFS) / 41

FUND SUMMARY

May 1, 2024

Market Neutral ETF

INVESTMENT OBJECTIVE

The Fund investment objective is high current income and low correlation to stocks and bonds. Low correlation means limiting exposure to stock market risk.

FEES AND EXPENSES OF THE FUND

SHAREHOLDER FEES

(fees paid directly from your investment)


Shareholder Fees (fees paid directly from your investment)	none

ANNUAL FUND OPERATING EXPENSES

(expenses that you pay each year as a percentage of the value of your investment)


MANAGEMENT FEES	0.65%
Total Annual Operating Expenses	0.65%

EXAMPLE:

1 YEAR	3 YEARS	5 YEARS	10 YEARS
$66	$208	$362	$810

FUND SUMMARIES
PROSPECTUS (ETFS) / 42

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 will generally indicate higher transaction costs resulting in higher taxes when Shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund’s performance. During the Fund’s most recent fiscal period, the Fund’s portfolio turnover rate was 112% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

The Fund pursues its investment objective by implementing a proprietary, “market neutral” investment strategy designed to seek income from its investments while maintaining a low correlation to the foreign and domestic equity and bond markets. The Fund will be actively managed, meaning that the Sub-Advisor may make changes to the Fund’s portfolio at any time.

A Market Neutral strategy seeks to generate returns that are independent and uncorrelated to the market action of equity and fixed income markets. It accomplishes this by seeking to minimize or eliminate beta (the portfolio’s volatility in relation to movements in the market). The Timothy Plan Market Neutral ETF seeks to neutralize the equity market exposure (beta) from its long positions in dividend paying stocks as closely/completely as practicable using offsetting long and short positions in broad equity index futures. The primary component of residual return (i.e., the return after attempting to neutralize stock performance) is designed to be the income derived from those dividend paying stocks.

While generally the Fund’s investments will be broadly invested over a number of sectors, it is possible that the Fund’s investment strategy may result in an emphasis on certain sectors or sub-sectors of the market at any given time.

The Fund seeks both high income and low correlation to stocks and bonds. Inherent in the low correlation to stocks, the Fund seeks to minimize the volatility associated with investing in stocks.

The Fund uses a multi-strategy approach. First, it seeks income from long positions in foreign and domestic dividend producing equity securities of any market capitalization size that satisfy the Advisor’s proprietary BRI filtering criteria. Second, the Fund seeks to offset market risk by selling short high-correlating equity index futures contracts*, such as the S&P 500^® Index, or Russell 2000^®, or exchange-traded funds (“ETFs”) that track such indexes.

The Fund may own foreign currency denominated equities which trade on foreign exchanges. The Fund may also own depository receipts (i.e., ADRs, GDRs). In order to facilitate and by way of investment in these securities, the Fund may own foreign currency as well.

The Fund seeks to offset the remaining market risk by investing in long futures positions in the Nasdaq-100 Index and short futures positions in the S&P 500^® Index, or use similar strategies the Sub-Advisor deems appropriate and necessary under current market conditions.

As an alternative to investing directly in equity securities, the Fund can invest in them indirectly by investing in one or more investment companies (including ETFs) advised by the Sub-Advisor that are designed to track the Victory High Dividend Volatility Weighted BRI Index. The Victory US High Dividend Volatility Weighted BRI Index (the “Index”), is an unmanaged, volatility weighted index created by the Sub-Advisor (the “Index Provider”). The Index Provider is not affiliated with the Fund or the Advisor.

The Index Provider combines fundamental criteria with individual security risk control achieved through volatility weighting of individual securities, rather than traditional market-cap weighting. Such a methodology is sometimes referred to as “Smart Beta.” The Index follows a proprietary rules-based methodology, developed by the Fund’s Sub-Advisor, to construct its constituent securities.

*	Futures contracts are based on the value of the index to which they relate and do not invest in the individual securities that make up the particular index. Even though index futures don’t actually buy securities, the index upon which they are based includes and tracks Excluded Securities.

FUND SUMMARIES
PROSPECTUS (ETFS) / 43

non-biblical lifestyles. In the event a company is subsequently discovered to be engaged in a prohibited practice, it will be liquidated at the next re-balancing. In the event a company is subsequently discovered to be engaged in a prohibited practice, it will be liquidated as soon as reasonably practical.

The Fund will not invest in non-affiliated investment company shares.

PRINCIPAL RISKS OF INVESTING IN THE FUND

Smaller-Capitalization Stock Risk. Small- and mid-capitalization companies are subject to a number of risks not associated with larger, more established companies, potentially making their stock prices more volatile and increasing the risk of loss. Smaller companies may have limited markets, product lines, or financial resources and lack management experience and may experience higher failure rates than larger companies.

Foreign Securities Risk. Foreign securities (including depositary receipts) are subject to political, regulatory, and economic risks not present in domestic investments. Foreign securities could be affected by factors not present in the U.S., including expropriation, confiscation of property, and difficulties in enforcing contracts. Compared to U.S. companies, there generally is less publicly available information about foreign companies and there may be less governmental regulation and supervision of foreign companies. Foreign securities generally experience more volatility than their domestic counterparts. Depositary receipts may have additional risks, including creditworthiness of the depositary bank and the risk of an illiquid market. In addition, to the extent investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund. Fluctuations in the exchange rates between the U.S. dollar and foreign currencies, currency exchange control regulations, and restrictions or prohibitions on the repatriation of foreign currencies may negatively affect an investment.

BRI Excluded Securities Risk. Because the Fund may not invest in BRI filtered Excluded Securities, the Fund may be riskier than other funds that invest in a broader array of securities. BRI screening may not assist the Fund to achieve its investment objectives.

Price Risk. ETF market prices may deviate from the BRI Excluded Security Risk. Because the Fund may not invest in BRI filtered Excluded Securities, the Fund may be riskier than other funds that invest in a broader array of securities. BRI screening may not assist the Fund to achieve its investment objectives.

Active Market Risk. An active trading market for the Fund’s shares may not develop or be maintained. In times of market stress, market makers and/or Authorized Participants may step away from their roles, which may result in wider bid/ask spreads and variances between the market price of the Fund’s shares and the underlying value of those shares.

Liquidity Risk. In stressed market conditions, the market for the Fund’s shares may become less liquid.

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

FUND SUMMARIES
PROSPECTUS (ETFS) / 44

Investment Style Risk. Different types of investment styles, for example growth or value, tend to perform differently and shift into and out of favor with investors depending on changes in market and economic sentiment and conditions. As a result, the Fund’s performance may at times be worse than the performance of other funds that invest more broadly or that have different investment styles.

Derivatives Risk. Derivative instruments and strategies, including futures and selling securities short, may not perfectly replicate direct investment in the security. Derivatives also entail exposure to counterparty credit risk, the risk of mispricing or improper valuation, and the risk that small price movements can result in substantial gains or losses.

●	Futures Contracts Risk. The Fund’s use of futures contracts exposes the Fund to leverage and tracking risks because a small investment in futures contracts may produce large losses and futures contracts may not be perfect substitutes for securities.

●

Hedging Risk. Hedging is a strategy in which the Fund uses a derivative to offset the risks associated with other Fund holdings. There can be no assurance that the Fund’s hedging strategy will reduce risk or that hedging transactions will be either available or cost effective. The Fund is not required to use hedging and may choose not to do so.

●	Leverage Risk. Using futures contracts to increase the Fund’s combined long and short exposure creates leverage, which can magnify the Fund’s potential for gain or loss and, therefore, amplify the effects of market volatility on the Fund’s share price.

Investment Company Risk. An investment company or similar vehicle (including an ETF) in which the Fund invests may not achieve its investment objective. Underlying investment vehicles are subject to investment Advisory and other expenses, which will be indirectly paid by the Fund. A lack of liquidity in an ETF could result in an ETF being more volatile than the underlying portfolio of securities.

Management Risk. The portfolio manager may not execute the Fund’s principal investment strategy effectively. Please see “The Sub-Advisor” section of the prospectus for a discussion of the Sub-Advisor’s experience in managing funds.

Exchange-Traded Fund (“ETF”) Structure Risk. The Fund is structured as an exchange-traded fund (“ETF”) and, as a result, is subject to special risks, including:

●

FUND SUMMARIES
PROSPECTUS (ETFS) / 45

significantly, particularly in times of market stress. This means that shares may trade at a premium or discount to NAV and bid-ask spreads may widen.

●

By itself, the Fund does not constitute a complete investment plan and should be considered a long-term investment for investors who can afford to weather changes in the value of their investment.

PAST PERFORMANCE

Performance information for the Fund is not included because the Fund has not completed a full calendar year of operations as of the date of this Prospectus (the Fund commenced trading on January 24, 2024). When such information is included, this section will provide some indication of the risks of investing in the Fund by showing changes in the Fund’s performance history from year to year and showing how the Fund’s average annual total returns compare with those of a broad measure of market performance. Although past performance of the Fund is no guarantee of how it will perform in the future, historical performance may give you some indication of the risks of investing in the Fund.

Performance data for the Fund may be available online at etf.timothyplan.com or by calling (800) 846-7526.

INVESTMENT ADVISOR

Timothy Partners, Ltd. has served as the Fund’s investment Advisor since the Fund commenced operations in January 2023.

FUND SUMMARIES
PROSPECTUS (ETFS) / 46

SUB-ADVISOR

PORTFOLIO MANAGERS

Mannik Dhillon is President of Victory Capital’s VictoryShares and Solutions platform and has been a Portfolio Manager of the Fund since it commenced operations in January 2023.

Lance Humphrey, CFA, is a Senior Portfolio Manager for Victory Capital’s VictoryShares and has been a Portfolio Manager of the Fund since it commenced operations in January 2023.

Scott Kefer, CFA, is a Senior Portfolio Manager for Victory Capital’s VictoryShares and has been a Portfolio Manager of the Fund since it commenced operations in January 2023.

Free Foutz is the Portfolio Implementation Manager for Victory Capital’s VictoryShares and Solutions platform and has been a Portfolio Manager of the Fund since it commenced operations in January 2023. The portfolio manager may not execute the Fund’s principal investment strategy effectively. Please see “The Sub-Advisor” section on pg. 15 of the prospectus for a discussion of the Sub-Advisor’s experience in managing funds.

PURCHASE AND SALE OF SHARES

TAX INFORMATION

The Fund’s distributions generally are taxable as ordinary income, qualified dividend income or capital gains. A sale of Shares may result in capital gain or loss.

PAYMENT TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

FUND SUMMARIES
PROSPECTUS (ETFS) / 47

Section 2 | Additional Fund Information

The Timothy Plan US Small Cap Core ETF (“Small Cap Fund”), Timothy Plan US Large/Mid Cap Core ETF (“Large/Mid Cap Fund”), Timothy Plan High Dividend Stock ETF (“High Dividend Fund”), Timothy Plan International ETF (“International Fund”), collectively referred to as the “Volatility Weighted Index Funds,” and Timothy Plan US Large/Mid Cap Core Enhanced ETF (“Large/Mid Enhanced Fund”), Timothy Plan High Dividend Stock Enhanced ETF (“High Dividend Enhanced Fund”), collectively referred to as the “Enhanced Funds,” and Timothy Plan Market Neutral Fund (“Market Neutral Fund”) are each organized as an exchange-traded fund (“ETF”), each having distinct investment management objectives, strategies, risks, and policies.

This section describes additional information about the principal investment strategies that the Funds will use under normal market conditions to pursue their investment objectives, as well as any secondary strategies the Funds may use, and the related risks. This Prospectus does not attempt to describe all of the various investment techniques and types of investments that the Sub-Advisor may use in managing the Funds. The Funds’ Statement of Additional Information (“SAI”) includes more information about the Funds, their investments, and the related risks. Information about each Fund’s principal investment strategy is provided in the summary section for the Fund. Below is additional information, describing in greater detail the principal investment strategies, including the practices and methodologies that the Sub-Advisor utilizes in pursuing each Fund’s investment objective and principal investment strategy, as well as each Fund’s principal investment risks.

Each Fund is an ETF. ETFs are funds that trade like other publicly traded securities. Each Fund (other than the Market Neutral Fund) is designed to track an index. Similar to shares of an index mutual fund, each share of a Fund (other than the Market Neutral Fund) represents an ownership interest in an underlying portfolio of securities and other instruments intended to track a market index. Unlike shares of a mutual fund, which can be bought and redeemed from the issuing fund by all shareholders at a price based on NAV, shares of a Fund may be purchased or redeemed directly from the Fund at NAV solely by Authorized Participants and only in Creation Unit increments. Also unlike shares of a mutual fund, shares of a Fund are listed on a national securities exchange and trade in the secondary market at market prices that change throughout the day.

For a more complete discussion of these matters, please consult the Statement of Additional Information, which is available by calling (800) 846-7526 or by visiting Timothy Plan’s website at etf.timothyplan.com.

Additional Information about the Funds

(Other Than the Market Neutral Fund)

In managing the Funds, the Sub-Advisor uses a “passive” or indexing approach to try to achieve the Fund’s investment objective. The Funds do not try to outperform their indexes. Under normal market conditions, each Fund pursues its investment objective by seeking to track the price and yield performance, before fees and expenses, of a particular index (“Index” or “Underlying Index”).

Each Fund generally seeks to track the returns of its underlying index before fees and expenses by employing a replication strategy that seeks to hold all the stocks in its respective index. Each Fund may exclude or sell an investment that it believes is illiquid or has been impaired by financial conditions or other extraordinary events.

The Sub-Advisor expects that, over time, the correlation between a Fund’s performance and that of its Index, before fees and expenses, will be 95% or better. A number of factors may affect a Fund’s ability to achieve a high degree of correlation with its Index, and there can be no guarantee that a Fund will achieve a high degree of correlation. The Sub-Advisor monitors each Fund on an ongoing basis, and makes adjustments to its portfolio, as necessary, to minimize tracking error and to maintain liquidity.

For cash management purposes, a Fund is permitted to hold all or a portion of its assets in cash, index futures, short-term money market instruments or shares of other investment companies, including money market funds. To the extent that it does so, the Fund may not benefit from any upswing in the market, cause the Fund to fail to meet its investment objective and increase the Fund’s expenses. At times, the Sub-Advisor may invest all or a portion of a Fund’s assets in another

ADDITIONAL FUND INFORMATION
PROSPECTUS (ETFS) / 48

investment company advised by it, including an ETF, that seeks to track the same Index as the Fund or a similar index, such as a Reference Index. The Sub-Advisor may choose to do so, for example, when holding such other investment company would be more efficient than investing directly in the individual constituent securities of the Index.

Each Fund’s investment objective and policy to invest at least 80% of its assets in the securities of its underlying index are non-fundamental and may be changed by the Board of Trustees without shareholder approval upon at least 60 days’ written notice to shareholders. For purposes of a Fund’s 80% investment policy, assets means the Fund’s net assets plus the amount of any borrowings for investment purposes, exclusive of collateral held from securities lending. Any derivatives counted towards a Fund’s 80% policy will be valued at market value.

The following section describes additional information about the principal investment strategy that the Funds will use under normal conditions to pursue their investment objectives.

Additional Information about the International Fund

The Index Provider for the Indexes underlying the International Fund determines whether an issuer is located in a particular country by reference to the Index methodology. In general, the Index Provider determines the country classification of a company by the company’s country of incorporation and the primary listing of its securities. If these countries are different, the Index Provider performs additional analysis to determine the company’s country classification. The Index Provider considers a set of criteria, including: (1) the security’s secondary listings if any; (2) the geographic distribution of the company’s shareholder base; (3) the location of its headquarters; (4) the geographic distribution of its operations (in terms of assets and revenues); (5) the company’s history, and (6) the country in which investors consider the company to be most appropriately classified.

Additional Information about the Enhanced Funds

During any periods of significant market decline, when an Enhanced Fund’s underlying Index is less than 100% exposed to the market, the cash portion of the Index will be invested in 30-day U.S. Treasury bills or in money market mutual funds that primarily invest in short-term U.S. Treasury obligations.

Additional Information about the Market Neutral Fund

The Sub-Advisor pursues the Fund’s investment objective by implementing a proprietary, “market neutral” investment strategy designed to seek income from its investments while maintaining a low correlation to the foreign and domestic equity and bond markets. Because of the Fund’s market neutral strategy, the Fund’s overall price movements are not expected to correlate with the general stock market’s price movements. In other words, the Fund is designed to have returns that are independent of the returns and direction of the general foreign and domestic equity and bond markets.

The Fund’s investment objective is a non-fundamental policy and may be changed, without shareholder approval, by the Board of Trustees upon 60 days’ written notice to shareholders.

Investments

The following describes the types of securities each Fund (except the International Fund) may purchase under normal market conditions to achieve its principal investment strategies.

U.S. Equity Securities. Can include common stock, preferred stock, and securities that are convertible or exchangeable into common stock of U.S. corporations.

The following describes the additional types of securities the International Fund and Market Neutral Fund may purchase under normal market conditions to achieve its principal investment strategy.

Equity Securities of Foreign Companies. Can include common stock and convertible preferred stock of non-U.S. corporations. Also may include American Depositary Receipts (“ADRs”) and Global Depositary Receipts (“GDRs”), which are receipts issued by a bank or trust company and evidence ownership of underlying securities issued by a foreign corporation.

ADDITIONAL FUND INFORMATION
PROSPECTUS (ETFS) / 49

The following describes the additional types of securities an Enhanced Fund may purchase under normal market conditions to achieve its principal investment strategy.

U.S. Government Securities. Notes and bonds issued or guaranteed by the U.S. government, its agencies or instrumentalities. Some are direct obligations of the U.S. Treasury; others are obligations only of the U.S. agency or instrumentality. There is no guarantee that the U.S. government will provide support to U.S. agencies or instrumentalities if they are unable to meet their obligations.

The following describes additional types of securities the Market Neutral Fund may purchase under normal market conditions to achieve its principal investment strategy.

Derivatives. Derivative instruments are financial contracts whose value is based on an underlying security or asset, a currency exchange rate, an interest rate or a market index. Many types of instruments representing a wide range of potential risks and rewards are derivatives, including credit default swap contracts, swaps, futures contracts (both short and long positions), options on futures contracts, and forward currency exchange contracts. The Fund may use derivatives for hedging (attempting to reduce risk by offsetting one investment position with another), for cash management (attempting to remain fully invested while maintaining liquidity), for managing certain risks (such as yield curve exposure, interest rate risk or credit risk), to generate income, to gain exposure to an investment in a manner other than investing in the asset directly or for any other permissible purpose. Hedging may relate to a specific investment, a group of investments, or the Fund’s portfolio as a whole. Currently, some swaps may be negotiated bilaterally and others may be subject to mandatory clearing and exchange trading requirements. These requirements may decrease counterparty exposure and increase liquidity, but will not make swap transactions risk free.

Investment Companies. The Fund may invest in securities of other investment companies, including ETFs, if those companies invest in securities consistent with the Fund’s investment objective and policies. ETFs are investment companies the shares of which are bought and sold on a securities exchange. U.S. Equity Securities can include common stock, preferred stock, and securities that are convertible or exchangeable into common stock of U.S. corporations.

Additional Fund Strategies

The Sub-Advisor may use several types of investments and investment techniques in pursuing the Funds’ overall investment objective which the Sub-Advisor does not consider to be a part of a Fund’s principal investment strategies.

Additional types of securities and strategies that the Funds may utilize are included in the Funds’ SAI.

Principal Risk Factors

The following describes the principal risks that you may assume as an investor in a Fund. These risks could adversely affect the net asset value, total return, and the value of a Fund and your investment. The risk descriptions below provide a more detailed explanation of the principal investment risks that correspond to the risks described in the Fund Summary section of this Prospectus.

There is no assurance that a Fund will achieve its investment objective. Each Fund’s share price will fluctuate with changes in the market value of its portfolio investments. When you sell your Fund shares, they may be worth less than what you paid for them and, accordingly, you can lose money investing in the Funds. A Fund, by itself, is not intended to be a complete investment program.

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PROSPECTUS (ETFS) / 50

PRINCIPAL RISK FACTORS	SMALL CAP CORE	LARGE / MID CAP CORE	LARGE / MID CAP CORE ENHANCED	HIGH DIVIDEND STOCK	HIGH DIVIDEND STOCK ENHANCED	INTERNATIONAL	MARKET NEUTRAL
Active Market Risk							X
Authorized Participants Concentration Risk	X	X	X	X	X	X	X
BRI Excluded Securities Risk							X
Calculation Methodology Risk	X	X	X	X	X	X	X
Derivatives Risk							X
Equity Securities Risk	X	X	X	X	X	X	X
Exchange-Traded Fund (“ETF”) Structure Risk	X	X	X	X	X	X	X
Excluded Security Risk	X	X	X	X	X	X
Fixed Income Risk			X		X
Foreign Investing Risk						X	X
Index Risk	X	X	X	X	X	X
Index/Defensive Positioning Risk			X		X
International Closed Market Trading Risk						X	X
Investment Company Risk			X		X		X
Investment Strategy Risk				X	X
Investment Style Risk							X
Large-Capitalization Stock Risk		X	X	X	X		X
Large Shareholder Risk	X	X	X	X	X	X	X
Leverage Risk							X
Liquidity Risk	X						X
Management Risk							X
Market Price Variance Risk	X	X	X	X	X	X	X
Mid-Capitalization Stock Risk		X	X	X	X
Not Individually Redeemable	X	X	X	X	X	X	X
Passive Investment Risk	X	X	X	X	X	X
Portfolio Turnover Risk			X		X
Price Risk							X
Sampling Risk						X
Sector Risk							X
Small Company Risk	X
Smaller-Capitalization Risk							X
Stock Market Risk	X	X	X	X	X	X	X
Tax-Efficiency Risk	X	X	X	X	X	X	X
Tracking Error Risk	X	X	X	X	X	X
Trading Issues	X	X	X	X	X	X	X
Valuation Risk	X	X	X	X	X	X	X

ADDITIONAL FUND INFORMATION
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Authorized Participants Concentration Risk. (See Exchange-Traded Fund (“ETF”) Structure Risk.)

Calculation Methodology Risk. A Fund’s index relies on various sources of information to assess the criteria of issuers included in the index, including information that may be based on assumptions and estimates. Neither the Fund, the Index Provider, nor the Advisor can offer assurances that an index’s calculation methodology or sources of information will provide an accurate assessment of included issuers or correct valuation of securities, nor can they guarantee the availability or timeliness of the production of the index. Errors in index data, index computations or the construction of the index in accordance with its methodology may occur from time to time and may not be identified and corrected by the Index Provider for a period of time or at all, which may have an adverse impact on a Fund and its shareholders. Unusual market conditions may cause the Index Provider to postpone a scheduled rebalance, which could cause an index to vary from its normal or expected composition.

Derivatives Risk. The use of index futures contracts is subject to the risk that small price movements can result in substantial gains or losses. Derivatives also entail exposure to counterparty risk, the risk of mispricing or improper valuation and the risk that changes in value of the derivative may not correlate perfectly with the relevant securities, assets, or indices. The use of derivatives could expose a Fund to the effects of leverage causing the Fund to lose more money than it invested. There is no guarantee that derivatives activities will be employed or that they will work, and their use could lower returns or even result in losses to a Fund. Derivatives also may be harder to value, less tax-efficient, and subject to changing government regulation that could impact a Fund’s ability to use certain derivatives or their cost. The use of derivatives may cause the Fund to incur losses greater than those that would have occurred had derivatives not been used.

●	Futures Contracts Risk. The Fund’s use of futures contracts exposes the Fund to leverage and tracking risks because a small investment in futures contracts may produce large losses and futures contracts may not be perfect substitutes for securities.

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●	Leverage Risk. Using futures contracts to increase the Fund’s combined long and short exposure creates leverage, which can magnify the Fund’s potential for gain or loss and, therefore, amplify the effects of market volatility on the Fund’s share price.

Equity Securities Risk. The market prices of equity securities, which may include common stocks and other stock-related securities such as preferred stocks, convertible securities and rights and warrants, may fluctuate, sometimes rapidly or unpredictably. A Fund may continue to accept new subscriptions and to make additional investments in equity securities even under general market conditions that a Fund’s investment team views as unfavorable for equity securities. The value of a security may decline for reasons that directly relate to the issuer, such as management performance, financial leverage, and reduced demand for the issuer’s goods or services or due to general market conditions, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates, or adverse investor sentiment generally.

Unlike debt securities, which have preference to a company’s assets in case of liquidation, common stock, are entitled to the residual value after the company meets its other obligations. Unlike common stock, preferred stock generally pays a fixed dividend from a company’s earnings and may have a preference over common stock on the distribution of a company’s assets in the event of bankruptcy or liquidation. Preferred stockholders’ liquidation rights are subordinate to the company’s debt holders and creditors. If interest rates rise, the fixed dividend on preferred stocks may be less attractive and the price of preferred stocks may decline. Convertible securities generally offer lower interest or dividend yields than non-convertible securities of similar quality. Convertible securities may gain or lose value due to changes in the issuer’s operating results, financial condition, credit rating and changes in interest rates and other general economic, industry and market conditions.

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Exchange-Traded Fund (“ETF”) Structure Risk. Each Fund is structured as an ETF, and as a result, is subject to special risks, including:

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Not Individually Redeemable — The Fund’s shares are not individually redeemable and may be redeemed by the Fund at its net asset value per share (“NAV”) only in large blocks known as Creation Units. The Fund may incur brokerage costs purchasing enough shares to constitute a Creation Unit. Alternatively, the Fund may redeem your shares by selling them on the secondary market at prevailing market prices.

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Trading Issues — Trading in shares on the exchange operated by the New York Stock Exchange (the “Exchange”) may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in shares inadvisable, such as extraordinary market volatility. There can be no assurance that shares will continue to meet the listing requirements of the Exchange. There is no guarantee that an active secondary market will develop for the shares. In stressed market conditions, authorized participants may be unwilling to participate in the creation/redemption process, particularly if the market for shares becomes less liquid in response to deteriorating liquidity in the markets for the Fund’s underlying portfolio holdings, which may lead to widening of bid-ask spreads and differences between the market price of the shares and the underlying value of those shares.

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Market Price Variance Risk — The market prices of shares will fluctuate in response to changes in NAV and supply and demand for shares and will include a bid-ask spread charged by the exchange specialists, market makers, or other participants that trade the particular security. There may be times when the market price and the NAV vary significantly, particularly in times of market stress. This means that shares may trade at a premium or discount to NAV and bid-ask spreads may widen.

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International Closed Market Trading Risk — The Fund’s underlying securities may trade on foreign exchanges that are closed when the Exchange is open; consequently, events may transpire while such foreign exchanges are closed but the Exchange is open that may change the value of such underlying securities relative to their last quoted prices on such foreign exchanges.

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Authorized Participants Concentration Risk — A limited number of financial institutions may be responsible for all or a significant portion of the creation and redemption activity for the Fund. If these firms exit the business or are unable or unwilling to process creation and/or redemption orders, shares may trade at a premium or discount to NAV and bid-ask spreads may widen.

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Tax-Efficiency Risk — Redemptions of shares may be effected for cash, rather than in kind, which means that the Fund may need to sell portfolio securities in order to complete an in-cash redemption, and may recognize net gains on these sales. As a result, investments in the shares may be less tax-efficient than investments in ETFs that redeem solely or principally in kind, and the Fund may pay out higher annual capital gain distributions than if the in-kind redemption process was used.

Excluded Security Risk. Timothy Plan believes that it has a responsibility to invest in a moral and ethical manner. Accordingly, our ETFs do not invest in companies that are involved in the production or wholesale distribution of alcohol, tobacco, or gambling equipment, gambling enterprises or which are involved, either directly or indirectly, in abortion or pornography, or promoting anti-family entertainment or non-biblical lifestyles. Securities issued by companies engaged in these prohibited activities are excluded from the ETF portfolios and are referred to throughout this Prospectus as “Excluded Securities”. TPL utilizes an affiliated company to conduct its research, and consults a number of Christian ministries on these issues. The Indices upon which the Funds are based are designed to omit Excluded Securities. However, each index is rebalanced only twice each year. Because the Index omits Excluded Securities, the Fund may be riskier than other funds that invest in a broader array of securities. There is a risk that the Fund’s use of BRI screening may result in lower returns than if the screening process were not employed, and BRI screening may not assist the Fund to achieve its investment objectives.

Fixed Income Risk. The value of direct or indirect investments in fixed income securities will fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in the value of fixed income securities. On the other hand, if rates fall, the value of the fixed income securities generally increases. In general, the market price of fixed income securities with longer maturities will increase or decrease more in response to changes in interest rates than shorter-term securities. Due to recent events in the fixed income markets, including the potential impact of the Federal Reserve Board ending its quantitative easing program and raising the federal funds rate, the Fund may be subject to heightened interest rate risk as a result of a rise or increased volatility in interest rates. The value of direct or indirect investments in fixed income securities may be affected by the inability of issuers to repay principal and interest or illiquidity in debt securities markets.

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Foreign Investing Risk. Foreign investing risk is the possibility that the value of a Fund’s investments in foreign companies, or securities of companies with significant business operations outside of the U.S., will decrease because of currency exchange-rate fluctuations; foreign market illiquidity; emerging-market risk; increased price volatility; uncertain political conditions; exchange control regulations; foreign ownership limits; different accounting, reporting, and disclosure requirements; less publicly available information about foreign issuers; difficulties in obtaining legal judgments; and foreign withholding taxes, among other challenges on non-U.S. investments. Foreign investing may result in a Fund experiencing more rapid and extreme changes in value than a fund that invests exclusively in securities of U.S. companies or companies primarily with domestic operations. Foreign investments may be more difficult to value than U.S. securities. Risks that require additional consideration are:

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Currency Risk — Investments in foreign currencies and in securities that trade in, or receive revenues in, or in derivatives that provide exposure to, foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar. Any such decline may erode or reverse any potential gains from an investment in securities denominated in foreign currency or may widen existing loss. Currency rates may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates; intervention (or the failure to intervene) by governments, central banks or supranational entities; the imposition of currency controls; or other political developments in the United States or abroad.

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Depositary Receipts Risk — Foreign securities may trade in the form of depositary receipts, which include ADRs and GDRs (collectively Depositary Receipts). To the extent a Fund acquires Depositary Receipts through banks that do not have a contractual relationship with the foreign issuer of the security underlying the Depositary Receipts to issue and service such unsponsored Depositary Receipts, a Fund may not become aware of and be able to respond to corporate actions such as stock splits or rights offerings involving the foreign issuer in a timely manner. In addition, the lack of information may result in inefficiencies in the valuation of such instruments. Investment in Depositary Receipts does not eliminate all the risks inherent in investing in securities of non-U.S. issuers. The market value of Depositary Receipts is dependent upon the market value of the underlying securities and fluctuations in the relative value of the currencies in which the Depositary Receipts and the underlying securities are quoted.

●	Political Risk — Political risk includes a greater potential for coups d’état, revolts, and expropriation by governmental organizations.

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European Economic Risk — On January 31, 2020, the United Kingdom (“UK”) left the European Union (“EU”), commonly referred to as “Brexit.” The impact of Brexit is so far uncertain. The effect on the UK’s economy will likely depend on the ongoing nature of trade relations with the EU. Brexit may cause increased volatility and may have a significant adverse impact for some time on business activity, world financial markets, International trade agreements, the UK and European economies and the broader global economy.

As a result of the recent military intervention by Russia in Ukraine, the United States and many other countries have imposed sanctions on Russia and certain Russian individuals, banks, and corporations. The ongoing hostilities and resulting sanctions could have a severe adverse effect on the region’s economies and more globally, including significant negative impact on markets for certain securities and commodities, such as oil and natural gas. Russia’s cessation of trading on its securities markets in effect as of the date hereof, and any future cessations, could impact the value and liquidity of certain portfolio holdings, among other things. The extent and duration of military action, sanctions and resulting market disruptions are impossible to predict, but could be substantial and prolonged.

Futures Contracts Risk. (See Derivatives Risk.)

Hedging Risk. (See Derivatives Risk.)

Index Risk. The Fund seeks to achieve a return that corresponds generally to the price and yield performance, before fees and expenses, of the Underlying Index as published by the Index Provider. There is no assurance that the Index Provider or any agents that may act on its behalf will compile the Underlying Index accurately, or that the Underlying Index will be determined, composed or calculated accurately. While the Index Provider provides descriptions of what the Underlying Index is designed to achieve, neither the Index Provider nor its agents provide any warranty or accept any liability in relation to the quality, accuracy or completeness of the Underlying Index or its related data, and they do not guarantee that the Underlying Index will be in line with the Index Provider’s methodology. The Funds’ mandate as described in this Prospectus is to manage the Funds consistently with the Underlying Index provided by the Index Provider to the Fund. The Fund does not provide any warranty or guarantee against the Index Provider’s or any agent’s errors. Errors in respect of the quality, accuracy and completeness of the data used to compile the Underlying Index may occur from time to time and

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may not be identified and corrected by the Index Provider for a period of time or at all, particularly where the indices are less commonly used as benchmarks by funds or managers. Such errors may negatively or positively impact the Fund and its shareholders. For example, during a period where the Underlying Index contains incorrect constituents, the Fund would have market exposure to such constituents and would be underexposed to the Underlying Index’s other constituents. Shareholders should understand that any gains from Index Provider errors will be kept by the Fund and its shareholders and any losses or costs resulting from Index Provider errors will be borne by the Fund and its shareholders.

Unusual market conditions may cause the Index Provider to postpone a scheduled rebalance to the Underlying Index, which could cause the Underlying Index to vary from its normal or expected composition. The postponement of a scheduled rebalance in a time of market volatility could mean that constituents of the Underlying Index that would otherwise be removed at rebalance due to changes in market capitalizations, issuer credit ratings, or other reasons may remain, causing the performance and constituents of the Underlying Index to vary from those expected under normal conditions.

Index/Defensive Positioning Risk. Because the allocation to cash versus securities by an Index underlying an Enhanced Fund is determined at month-end, there is a risk that the Index, and thus the Fund, will not be able to immediately react to changes in market conditions that occur between reallocations. During temporary periods that the Fund is invested in fixed income investments, the Fund would not benefit from any upswing in the equity markets. The Fund will incur transaction costs and potentially adverse tax consequences in the event the Index allocates to cash.

International Closed Market Trading Risk. (See Exchange-Traded Fund (“ETF”) Structure Risk.)

Investment Company Risk. A Fund’s ability to achieve its investment objective may be directly related to the ability of the underlying any funds (including ETFs) held by the Fund to meet their investment objectives. In addition, shareholders of the Fund will indirectly bear the fees and expenses of the underlying investment companies. Underlying investment vehicles are subject to investment Advisory and other expenses, which will be indirectly paid by the Fund. Lack of liquidity in an ETF could result in an ETF being more volatile than the underlying portfolio of securities.

Investment Strategy Risk. A Fund’s Index may not successfully identify companies that meet the Index’s objective. There is no guarantee that the applicable Index’s strategy to minimize volatility compared to the respective Parent Index will be successful. During a broad market advance a Fund’s performance may suffer because dividend paying stocks may not experience the same capital appreciation as non-dividend paying stocks or other segments of the stock market. A company’s dividends may not grow as projected and performance could also be negatively impacted if companies reduce their dividend payout. The stocks of dividend paying companies may underperform the overall stock market.

Large-Capitalization Stock Risk. Large-capitalization companies tend to compete in mature product markets and typically do not experience the level of sustained growth of smaller companies and companies competing in less mature product markets. Large-capitalization companies may be unable to respond as quickly as smaller companies to competitive challenges or changes in business, product, financial, or other market conditions. For these and other reasons, a fund that invests in large-capitalization companies may underperform other stock funds (such as funds that focus on the stocks of small- and medium-capitalization companies) when stocks of large-capitalization companies are out of favor.

Large Shareholder Risk. A Fund, like all investment companies, pools the investments of many investors. Actions by one shareholder or multiple shareholders may have an impact on the Fund and, therefore, indirectly on other shareholders. For example, significant levels of new investments in a Fund by shareholders may cause the Fund to have more cash than would otherwise be the case, which might have a positive or negative impact on Fund performance. Similarly, redemption activity might cause a Fund to sell portfolio securities, which may increase transaction costs and might generate a capital gain or loss, or cause it to borrow funds on a short-term basis to cover redemptions, which would cause the Fund to incur costs that, in effect, would be borne by all shareholders and not just the redeeming shareholders. Shareholder purchase and redemption activity also may affect the per share amount of a Fund’s distributions of its net investment income and net realized capital gains, if any, thereby affecting the tax burden on the Fund’s shareholders subject to federal income tax.

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To the extent a larger shareholder (including, for example, an affiliated fund that operates as a fund-of-funds) is permitted to invest in a Fund, the Fund may experience large inflows or outflows of cash from time to time. This activity could magnify these adverse effects on the Fund.

Leverage Risk. (See Derivatives Risk.)

Liquidity Risk. Liquidity risk exists when particular investments cannot be disposed of quickly in the normal course of business. The ability of a Fund to dispose of such investments or other instruments at advantageous prices may be greatly limited. Market values for illiquid investments may not be readily available, and there can be no assurance that any fair value assigned to an illiquid investment at any time will accurately reflect the price a Fund might receive upon the sale of that investment. Adverse market or economic conditions independent of any specific adverse changes in the conditions of a particular issuer, including rising interest rates, may adversely affect the liquidity of a Fund’s investments. A Fund may be required to sell a less liquid investment in accordance with changes to the Index. In such cases the sale proceeds received by a Fund may be substantially less than if a Fund had been able to sell the investments in more orderly transactions, and the sale price may be substantially lower than the price previously used by a Fund to value the investments for purposes of determining a Fund’s net asset value. A Fund may not achieve a high correlation with the Index. In addition, a Fund, by itself or together with other accounts managed by the Advisor, may hold a position in an investment that is large relative to the typical trading volume for that investment, which can make it difficult for a Fund to dispose of the position at an advantageous time or price.

Management Risk. The portfolio manager may not execute the Fund’s principal investment strategy effectively. Please see “The Sub-Advisor” section on pg. 56 of this prospectus for a discussion of the Sub-Advisor’s experience in managing funds.

Market Price Variance Risk. (See Exchange-Traded Fund (“ETF”) Structure Risk.)

Mid-Capitalization Stock Risk. Investments in mid-capitalization companies involve greater risks than those associated with larger, more established companies. Stock prices of mid-capitalization companies may be more volatile than those of large-capitalization companies, and, therefore, a Fund’s share price may be more volatile than that of funds that invest a larger percentage of their assets in stocks issued by large-capitalization companies. Stock prices of mid-capitalization companies are also more vulnerable than those of large-capitalization companies to adverse business or economic developments, and the stocks of mid-capitalization companies may be less liquid than those of large-capitalization companies, making it more difficult for a Fund to buy and sell shares of mid-capitalization companies. In addition, mid-capitalization companies generally have less diverse product lines than large-capitalization companies and are more susceptible to adverse developments related to their products.

Not Individually Redeemable. (See Exchange-Traded Fund (“ETF”) Structure Risk.)

Passive Investment Risk. Passively-managed Funds are designed to track its index and is not actively managed. A Fund will not buy or sell shares of an equity security due to current or projected performance of a security, industry or sector, unless that security is added to or removed, respectively, from its index. A Fund does not, therefore, seek returns in excess of its index, and does not attempt to take defensive positions or hedge against potential risks unless such defensive positions are also taken by its index. Different types of investment styles, for example passively managed or actively managed, or growth or value, tend to perform differently and shift into and out of favor with investors depending on changes in market and economic sentiment and conditions. As a result, a Fund’s performance may at times be worse than the performance of other mutual funds that invest more broadly or that have different investment styles.

Price Risk. ETF market prices may deviate from the actual value of the Fund’s portfolio value, particularly during times of market stress, with the result that investors may pay more or receive less than the underlying value of the ETF shares bought or sold.

Portfolio Turnover Risk. To the extent that an Enhanced Fund buys or sells securities according to its respective Index’s prescribed allocation to cash and cash equivalents, it will generally experience higher portfolio turnover than a passive fund that remains fully invested in securities. These additional purchases and sales of portfolio securities will generally result in higher transaction costs and Fund expenses and may result in more significant distributions of short-term capital gains to investors, which are taxed as ordinary income.

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Sampling Risk. A Fund’s use of a representative sampling strategy could result in it holding a smaller number of securities than are in the Index. As a result, an adverse development with an issuer or a small number of issuers of securities held by a Fund could result in a greater decline in NAV than would be the case if the Fund held all of the securities in the Index. To the extent the assets in a Fund are smaller, these risks will be greater.

Sector Risk. To the extent the Fund invests more heavily in one sector or sub-sector of the market, its performance will be especially sensitive to developments that significantly affect those sectors or sub-sectors. In addition, the value of the Fund’s shares may change at different rates compared to the value of shares of a fund with investments in a more diversified mix of sectors and industries. An individual sector or sub-sector of the market may have above- average performance during particular periods but may also move up and down more than the broader market. The several industries that constitute a sector may all react in the same way to economic, political or regulatory events. Alternatively, the lack of exposure to one or more sectors or sub-sectors may adversely affect performance.

Small Company Risk. Small company stocks present above-average risks in comparison to larger companies. Small companies usually offer a smaller range of products and services than larger companies. Smaller companies may also have limited financial resources and may lack management expertise. As a result, stocks issued by smaller companies may be comparatively less liquid and fluctuate in value more than the stocks of larger, more established companies. In addition, it is more difficult to get information on smaller companies, which tend to be less well known, have shorter operating histories, do not have significant ownership by large investors and are followed by relatively few securities analysts.

Smaller-Capitalization Stock Risk. Small- and mid-capitalization companies are subject to a number of risks not associated with larger, more established companies, potentially making their stock prices more volatile and increasing the risk of loss. Smaller companies may have limited markets, product lines, or financial resources and lack management experience and may experience higher failure rates than larger companies.

Stock Market Risk. Stock market risk refers to the fact that stock (equity securities) prices typically fluctuate more than the values of other types of securities, typically in response to changes in the particular company’s financial condition and factors affecting the market in general. Over time, the stock market tends to move in cycles, with periods when stock prices rise, and periods when stock prices decline. A slower-growth or recessionary economic environment could have an adverse effect on stock prices. Consequently, a broad-based market drop may also cause a stock’s price to fall.

Portfolio securities may also decline in value due to factors affecting securities markets generally, such as real or perceived adverse economic, political or regulatory conditions, inflation, changes in interest or currency rates or adverse investor sentiment, or due to factors affecting particular industries represented in the securities markets, such as competitive conditions. Changes in the financial condition of a single issuer can impact a market as a whole, and adverse market conditions may be prolonged and may not have the same impact on all types of securities. In addition, the markets may not favor a particular kind of security, including equity securities. Values of securities may fall due to factors affecting a particular issuer, industry or the securities market as a whole.

Market turmoil may be reflected in perceptions of economic uncertainty, price volatility in the equity and debt markets, and fluctuating trading liquidity. In response, governments may adopt a variety of fiscal and monetary policy changes, including but not limited to, direct capital infusions into companies, new monetary programs, and lower interest rates. These policies may not be successful and any unexpected or quick reversal of these policies could increase volatility in the equity and debt markets. Market conditions and economic risks could have a significant effect on domestic and International economies and could add significantly to the risks of increased volatility and decreased liquidity for a Fund’s portfolio.

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Geopolitical/Natural Disaster Risk — Global economies and financial markets are increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely affect issuers in another country or region. Geopolitical and other risks, including war, terrorism, trade disputes, political or economic dysfunction within some nations, public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires and floods, may add to instability in world economies and markets generally. Changes in trade policies and International trade agreements could affect the economies of many countries in unpredictable ways. Epidemics and/or pandemics, such as the coronavirus (or COVID-19), may result in, among other things, closing borders, disruptions to healthcare service preparation and delivery, quarantines, cancellations, disruptions to supply chains and consumer activity, as well as general concern and uncertainty. The impact may be short-term or may last for extended periods.

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Information Technology and Operational Risk — Markets and market participants are increasingly reliant upon both publicly available and proprietary information data systems. Data imprecision, software or other technology malfunctions, programming inaccuracies, unauthorized use or access, and similar circumstances may impair the performance of these systems and may have an adverse impact upon a single issuer, a group of issuers, or the market at large. The information technology and other operational systems upon which a Fund’s service providers rely may be subject to cyber attack or other technological disruptions, and could otherwise disrupt the ability of these service providers to perform essential tasks for a Fund. In certain cases, an exchange or market may close or issue trading halts on either specific securities or even the entire market, which may result in a Fund being, among other things, unable to buy or sell certain securities or financial instruments or accurately price its investments.

Tax-Efficiency Risk. (See Exchange-Traded Fund (“ETF”) Structure Risk.)

Tracking Error Risk. Tracking error is the divergence of a Fund’s performance from that of its index. The performance of a Fund may diverge from that of its index for a number of reasons, such as the use of representative sampling (if applicable), transaction costs, a Fund’s holding of cash, differences in accrual of dividends, changes to the index, tax considerations, rebalancing, or new or existing regulatory requirements. Unlike the Fund, the returns of an index are not reduced by investment and other operating expenses, including the trading costs associated with implementing changes to its portfolio of investments. Tracking error risk may be heightened during times of market volatility or other unusual market conditions. To the extent that a Fund calculates its NAV based on fair value prices and the value of its index is based on securities’ closing prices (i.e., the value of the index is not based on fair value prices), the Fund’s ability to track its index may be adversely affected. For tax efficiency purposes, a Fund may sell certain securities to realize losses, which will result in a deviation from its index.

Trading Issues. (See Exchange-Traded Fund (“ETF”) Structure Risk.)

Valuation Risk. The sale price a Fund could receive for a security may differ from a Fund’s valuation of the security and may differ from the value used by its index, particularly for securities that trade in low volume or volatile markets or that are valued using a fair value methodology as a result of trade suspensions or for other reasons. Because non-U.S. exchanges may be open on days when a Fund does not price its shares, the value of the securities or other assets in a Fund’s portfolio may change on days or during time periods when shareholders will not be able to purchase or sell the Fund’s shares. In addition, for purposes of calculating a Fund’s NAV, the value of assets denominated in non-U.S. currencies is converted into U.S. dollars using prevailing market rates on the date of valuation as quoted by one or more data service providers. This conversion may result in a difference between the prices used to calculate a Fund’s NAV and the prices used by the Fund’s index, which, in turn, could result in a difference between the Fund’s performance and the performance of its index. Authorized Participants who purchase or redeem Fund shares on days when a Fund is holding fair-valued securities may receive fewer or more shares, or lower or higher redemption proceeds, than they would have received had the Fund not fair-valued securities or used a different valuation methodology. A Fund relies on various sources to calculate its NAV. The information may be provided by third parties that are believed to be reliable, but the information may not be accurate due to errors by such pricing sources, technological issues, or otherwise.

Additional Risk Factors

The Sub-Advisor may use several types of investment strategies in pursuing Fund’s overall investment objective. Additional risks are included in the Funds’ SAI.

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Section 3 | Organization and Management of the Funds

The Funds’ Board of Trustees has the overall responsibility for overseeing the management of the Funds.

The Investment Advisor

Timothy Partners, Ltd. (“TPL”), 1055 Maitland Center Commons Boulevard, Maitland, FL 32751, is a Florida limited partnership organized on December 6, 1993, and is registered with the Securities and Exchange Commission as an investment Advisor. TPL supervises the investment of the assets of the Funds in accordance with the objectives, policies and restrictions of the Trust. TPL approves the portfolio of securities selected by the Sub-Advisor. To determine which securities are Excluded Securities, TPL conducts its own research and consults a number of Christian ministries on these issues. TPL retains the right to change the sources from whom it acquires its information, at its discretion. TPL has been the Advisor to each Fund since its inception on April 30, 2019, December 2, 2019, July 28, 2021, January 10, 2023, or December 31, 2023 as applicable.

The Managing General Partner

Covenant Funds, Inc., a Florida corporation (“CFI”), is the managing general partner of TPL. Arthur D. Ally is President, Chairman and Trustee of the Trust, as well as President and 54% shareholder of CFI. Mr. Ally had over eighteen years of experience in the investment industry prior to founding TPL, having worked for Prudential Bache, Shearson Lehman Brothers and Investment Management & Research.

TPL has arranged for distribution, custody, fund administration, transfer agency and all other services necessary for the Fund to operate. The Advisor receives a fee for its services, (the “Management Fee”). From the Management Fee, the Advisor is obligated to pay or arrange for the payment of substantially all expenses of the Fund, including the cost of transfer agency, custody, fund administration and accounting, legal, audit, independent trustees and other services, except for interest expenses, distribution fees or expenses, brokerage expenses, acquired fund fees and expenses, taxes and extraordinary expenses such as litigation and other expenses not incurred in the ordinary course of the Fund’s business.

The Advisor’s Management Fee is designed to cause substantially all the Fund’s expenses to be paid by the Advisor, and to compensate the Advisor for providing services for the Funds. The Small Cap Fund, Large/Mid Cap Fund, Large/Mid Cap Core Enhanced Fund, High Dividend Fund, and High Dividend Stock Enhanced Fund each pay TPL a Management Fee equivalent to 0.52% annually of the Fund’s average daily net assets, computed daily and paid monthly. The International Fund pays TPL a Management Fee equivalent to 0.62% annually of the Fund’s average daily net assets, computed daily and paid monthly. The Market Neutral Fund pays TPL a Management Fee equivalent to 0.65% annually of the Fund’s average daily net assets, computed daily and paid monthly.

A discussion of the considerations employed by the Board of Trustees in their approval of TPL as Advisor to the Fund, and the Sub-Advisor as manager of the Funds, is available in the Funds’ annual report dated December 31, 2023.

TPL, with the Trust’s consent, has engaged the services of the Sub-Advisor described below to provide day-to-day investment Advisory services to the Fund. TPL pays all fees charged by the Sub-Advisor for such services.

The Sub-Advisor

TPL, with the consent of the Trust’s Board, has entered into a Sub-Advisory Agreement with Victory Capital Management, Inc., (“Victory Capital” or the “Sub-Advisor”) through its Victory Solutions team, located at 15935 La Cantera Parkway, San Antonio, TX 78256 (the “Sub-Advisor”). The Sub-Advisor is a New York corporation registered as an investment Advisor with the Securities and Exchange Commission (“SEC”). The Sub-Advisor manages the investment portfolios of the Funds according to investment policies and procedures adopted by the Board of Trustees. As of December 31, 2023, the Sub-Advisor managed or advised assets totaling approximately $166.6 billion for individual and institutional clients.

Victory Capital Management is a diversified global asset management firm with more than $159.6 billion in assets under management as of November 30th, 2022. Victory is comprised of 12 investment franchises and a Solutions Platform. Across the organization Victory offers a diverse array of investment vehicles and investment approaches including the Victory Market Neutral Income Fund, a mutual fund with a substantially similar investment objective save the BRI screening. The

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Victory Market Neutral Fund currently has more than $3.0 billion in assets under management as of December 31, 2023 and was incepted November 19th, 2012. The investment professionals at Victory who manage/have managed this fund will be involved in the management of the Timothy Plan Market Neutral ETF.

Portfolio Management

Volatility Weighted Index Funds and Enhanced Funds

Mannik Dhillon and Free Foutz are Co-Portfolio Managers of the Fund and are jointly responsible for the day-to-day management of the Fund’s portfolio.

Mannik Dhillon, CFA and CAIA^®, is President of Victory Capital’s VictoryShares and Solutions platform. From 2015- 2017, he served as the Sub-Advisor’s Head of Investment Solutions, Product, and Strategy. From 2010 to 2015, Mr. Dhillon served as a managing director and head of manager research with Wilshire Associates, where he evaluated asset managers and led strategic consulting engagements. Mr. Dhillon is a CFA charter holder.

Free Foutz is the Portfolio Implementation Manager for Victory Capital’s VictoryShares and Solutions platform with industry experience dating back to 2002. From 2002 to 2015, prior to joining Victory Capital, Mr. Foutz held various research and portfolio management positions with Charles Schwab Investment Management, Inc.

Market Neutral Fund

Mannik Dhillon, Lance Humphrey, Scott Kefer and Free Foutz are Co-Portfolio Managers of the Fund and are jointly responsible for the day-to-day management of the Fund’s portfolio.

Lance Humphrey, CFA, is a Senior Portfolio Manager of VictoryShares and Solutions. Mr. Humphrey began his investment career in 2007 at AMCO which was acquired by Victory Capital in 2019. He holds the CFA designation and is a member of the CFA Society of San Antonio.

Scott Kefer, CFA, is a Senior Portfolio Manager of VictoryShares and Solutions. Mr. Kefer has served as a Senior Portfolio Manager for Victory Capital or an affiliate since 1999. He began his investment career in 1993 with U.S. Trust Company where he held similar investment management roles. Mr. Kefer is a CFA charter holder.

The Fund’s SAI provides additional information about the portfolio managers’ method of compensation, other accounts managed by the portfolio managers and the portfolio managers’ ownership of securities in the Fund.

Share Price

The net asset value (“NAV”) of each Fund is generally determined at 4:00 p.m. (Eastern Time) on each day the New York Stock Exchange (“NYSE”) is open for business. In the event of an emergency or other disruption in trading on the NYSE, each Fund’s net asset value will be determined based upon the close of the NYSE. The NAV is computed by determining the aggregate market value of all assets of each Fund, less its liabilities, divided by the total number of shares outstanding (NAV = (assets- liabilities)/number of shares). The NYSE is closed on weekends and New Year’s Day, Martin Luther King, Jr. Day, President’s Day, Good Friday, Memorial Day, Juneteenth, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. The NAV takes into account the expenses and fees of each Fund, including management, administration, and distribution fees (if any), which are accrued daily. The determination of NAV for each Fund for a particular day is applicable to all applications for the purchase of Shares, as well as all requests for the redemption of Shares, received by each Fund (or an authorized broker or agent, or its authorized designee) before the close of trading on the NYSE on that day.

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Generally, each Fund’s investments are valued each day at the last quoted sales price on each investment’s primary exchange. Investments traded or dealt in upon one or more exchanges (whether domestic or foreign) for which market quotations are readily available and not subject to restrictions against resale shall be valued at the last quoted sales price on the primary exchange or, in the absence of a sale on the primary exchange, at the last bid on the primary exchange.

Securities primarily traded in the National Association of Securities Dealers’ Automated Quotation System (“NASDAQ”) National Market System for which market quotations are readily available shall be valued using the NASDAQ Official Closing Price. If market quotations are not readily available, investments will be valued at their fair market value as determined in good faith by the Advisor in accordance with procedures adopted by the Advisor and approved by the Board. In these cases, each Fund’s NAV will reflect certain portfolio investments’ fair value rather than their market price. Fair value pricing involves subjective judgments and it is possible that the fair value determined for an investment is materially different than the value that could be realized upon the sale of that investment. The fair value prices can differ from market prices when they become available or when a price becomes available.

Pursuant to Rule 2a-5 under the Investment Company Act of 1940, as amended (“1940 Act”), the Board has delegated to the Advisor responsibility for determining the value of Fund portfolio securities under certain circumstances. Under such circumstances, the Advisor will use its best efforts to arrive at the fair value of a security held by a Fund under all reasonably ascertainable facts and circumstances. The Advisor must prepare a report for the Board not less than quarterly containing a complete listing of any securities for which fair value pricing was employed and detailing the specific reasons for such fair value pricing. The Advisor has adopted written policies and procedures, which have been approved by the Board, to guide the Advisor with respect to the circumstances under which, and the methods to be used, in fair valuing securities.

A Fund may use independent pricing services to assist in calculating the value of each Fund’s securities or other assets. In addition, market prices for foreign securities are not determined at the same time of day as the NAV for each Fund. In computing the NAV, immediately prior to closing of the NYSE, each Fund values the foreign securities held by each Fund at the latest closing price on the exchange in which they are traded. Prices of foreign securities quoted in foreign currencies are translated into U.S. dollars at current rates. The value of each Fund’s securities may change on days when shareholders are not able to purchase and redeem each Fund’s Shares if each Fund has portfolio securities that are primarily traded in foreign markets that are open on weekends or other days when each Fund does not price its Shares. If events materially affecting the value of a security in each Fund’s portfolio, particularly foreign securities, occur after the close of trading on a foreign market but before each Fund prices its shares, the security will be valued at fair value. For example, if trading in a portfolio security is halted and does not resume before each Fund calculates its NAV, the Advisor may need to price the security using each Fund’s fair value pricing guidelines. Without a fair value price, short-term traders could take advantage of the arbitrage opportunity and dilute the NAV of long-term investors. Fair valuation of each Fund’s portfolio securities can serve to reduce arbitrage opportunities available to short-term traders, but there is no assurance that fair value pricing policies will prevent dilution of each Fund’s NAV by short term traders. The determination of fair value involves subjective judgments. As a result, using fair value to price a security may result in a price materially different from the prices used by other mutual funds to determine net asset value, or from the price that may be realized upon the actual sale of the security.

With respect to any portion of each Fund’s assets that are invested in one or more open-end management investment companies registered under the 1940 Act, each Fund’s net asset value is calculated based upon the net asset values of those open-end management investment companies, and the prospectuses for these companies explain the circumstances under which those companies will use fair value pricing and the effects of using fair value pricing.

Short-term debt obligations with remaining maturities in excess of 60 days are valued at current market prices, as discussed above. Short- term debt obligations with 60 days or less remaining to maturity are, unless conditions indicate otherwise, amortized to maturity based on their cost to each Fund if acquired within 60 days of maturity or, if already held by each Fund on the 60th day, based on the value determined on the 61st day.

Premium/Discount Information

Most investors will buy and sell Shares of the Funds in secondary market transactions through brokers at market prices and the Fund’s Shares will trade at market prices. The market price of Shares may be greater than, equal to, or less than NAV. Market forces of supply and demand, economic conditions and other factors may affect the trading prices of Shares of each Fund.

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Information about each Fund’s daily market price and how often Shares of each Fund traded on the listing exchange at a price above (i.e., at a premium) or below (i.e., at a discount) the NAV of each Fund can be found at etf.timothyplan.com.

How to Buy and Sell Shares

Shares of the Fund will be listed for trading on the Exchange under the ticker symbol listed on the cover of this Prospectus. Share prices are reported in dollars and cents per Share. Shares can be bought and sold on the secondary market throughout the trading day like other publicly traded shares, and shares typically trade in blocks of less than a Creation Unit. There is no minimum investment required. Shares may only be purchased and sold on the secondary market when the Exchange is open for trading. The Exchange is open for trading Monday through Friday and is closed on weekends and the following holidays, as observed: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Juneteenth, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

When buying or selling Shares through a broker, you will incur customary brokerage commissions and charges. The commission is often a fixed amount and may be a significant proportional cost for investors seeking to buy or sell smaller amounts of Shares. You may also pay some or all of the spread between the bid and the offered price in the secondary market on each leg of a round trip (purchase and sale) transaction. The spread varies over time for shares of the Fund based on the Fund’s trading volume and market liquidity, and is generally lower if the Fund’s Shares have more trading volume and market liquidity and higher if the Fund’s Shares have little trading volume and market liquidity.

Only an Authorized Participant (“AP”) may engage in creation or redemption transactions directly with the Fund. The Funds’ APs are institutions and large investors, such as market makers or other large broker-dealers, which have entered into a Participation Agreement with the Funds’ Distributor to undertake the responsibility of obtaining or selling the underlying assets needed to purchase or redeem, respectively, Creation Units of the Funds. APs may acquire Shares directly from the Fund, and APs may tender their Shares for redemption directly to the Fund, at NAV per share only in large blocks, or Creation Units, of 10,000 shares. Purchases and redemptions directly with the Fund must follow the Funds’ procedures, which are described in the SAI.

A Fund may liquidate and terminate at any time without shareholder approval.

Share Trading Prices

The trading prices of the Fund’s Shares in the secondary market generally differ from the Fund’s daily NAV and are affected by market forces such as the supply of and demand for ETF shares and shares of underlying securities held by the Fund, economic conditions and other factors.

Book Entry

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

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

Frequent Purchases and Redemptions of Fund Shares

The Fund’s Shares can only be purchased and redeemed directly from the Fund by APs in Creation Units. Direct trading by APs is critical to ensuring that the Fund’s Shares trade at or close to NAV. The cash to be contributed to (or received from) the Fund in connection with a Creation Unit generally is negligible compared to the total amount of the trade. To the extent the Fund has exposure to non-U.S. securities, the Fund employs fair valuation pricing to minimize arbitrage opportunities that attempt to exploit the differences between a security’s market quotation and its fair value. In addition,

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the Fund imposes transaction fees on purchases and redemptions of Shares to cover the custodial and other costs incurred by the Fund in effecting trades. These fees increase if an investor substitutes cash in part or in whole for securities, reflecting the fact that the Fund’s trading costs increase in those circumstances.

The vast majority of trading in the Fund’s Shares occurs on the secondary market. Because the secondary market trades do not directly involve the Fund, it is unlikely those trades would cause the harmful effects of market timing, including dilution, disruption of portfolio management, increases in the Fund’s trading costs and the realization of capital gains.

Given this structure, the Board has determined that it is not necessary to monitor for frequent in-kind purchases and redemptions of Shares or market timing activity by the APs or on the Shares’ secondary market.

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Section 4| Distributions and Taxes

Unlike interests in conventional mutual funds, which typically are bought and sold from and to the Fund only at closing NAVs, the Fund’s Shares are traded throughout the day in the secondary market on a national securities exchange on an intra-day basis and are created and redeemed in-kind and/or for cash in Creation Units at each day’s next calculated NAV. In-kind arrangements are designed to protect ongoing shareholders from the adverse effects on the Fund’s portfolio that could arise from frequent cash redemption transactions. In a conventional mutual fund, redemptions can have an adverse tax impact on taxable shareholders if the mutual fund needs to sell portfolio securities to obtain cash to meet net fund redemptions. These sales may generate taxable gains for the ongoing shareholders of the mutual fund, whereas the Shares’ in-kind redemption mechanism generally will not lead to a tax event for the Fund or its ongoing shareholders.

Ordinarily, dividends from net investment income, if any, are declared and paid monthly by the Fund. The Fund distributes its net realized capital gains, if any, to shareholders annually.

Distributions in cash may be reinvested automatically in additional whole shares only if the broker through whom you purchased Shares makes such option available.

As with any investment, you should consider how your investment in shares will be taxed. The tax information in this Prospectus is provided as general information. You should consult your own tax professional about the tax consequences of an investment in Shares.

Unless your investment in Shares is made through a tax-exempt entity or tax-deferred retirement account, such as an individual retirement account, you need to be aware of the possible tax consequences when:

●

The Fund makes distributions,

●

You sell your shares listed on the Exchange, and

●

You purchase or redeem Creation Units.

Taxes on Distributions

As stated above, the Fund ordinarily declares and pays dividends from net investment income, if any, monthly. The Fund may also pay a special distribution at the end of a calendar year to comply with federal tax requirements. Distributions from the Fund’s net investment income, including net short-term capital gains, if any, are taxable to you as ordinary income, except that 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 periods and other restrictions), if any, generally are taxable to non-corporate shareholders at preferential rates. A part of the Fund’s dividends also may be eligible for the dividends-received deduction allowed to corporations, subject to similar restrictions.

In general, your distributions are subject to federal income tax when they are paid, whether you take them in cash or reinvest them in the Fund (if that option is available). Distributions reinvested in additional shares of the Fund through the means of a dividend reinvestment service, if available, will be taxable to shareholders acquiring the additional shares to the same extent as if such distributions had been received in cash. Distributions of net long-term capital gains, if any, in excess of net short- term capital losses are taxable as long-term capital gains (at the 20% maximum rate referred to above for non-corporate shareholders), regardless of how long you have held the shares.

Distributions in excess of the Fund’s current and accumulated earnings and profits are treated as a tax-free return of capital to the extent of your basis in the Shares and as capital gain thereafter. A distribution will reduce the Fund’s NAV per Share and may be taxable to you as ordinary income or capital gain (as described above) even though, from an investment standpoint, the distribution may constitute a return of capital.

By law, the Fund is required to withhold 28% of your distributions and redemption proceeds if you have not provided the Fund with a correct Social Security number or other taxpayer identification number and in certain other situations.

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Taxes on Exchange-Listed Share Sales

Any capital gain or loss realized upon a sale of shares is generally treated as long-term capital gain or loss if the shares have been held for more than one year and as short-term capital gain or loss if the shares have been held for one year or less. The ability to deduct capital losses from sales of Shares may be limited.

Taxes on Purchase and Redemption of Creation Units

An AP who exchanges securities for Creation Units generally will recognize a gain or a loss equal to the difference between the market value of the Creation Units at the time of the exchange and the sum of the exchanger’s aggregate basis in the securities surrendered plus any Cash Component it pays. An AP who exchanges Creation Units for securities will generally recognize a gain or loss equal to the difference between the exchanger’s basis in the Creation Units and the sum of the aggregate market value of the securities received plus any cash equal to the difference between the NAV of the shares being redeemed and the value of the securities. The Internal Revenue Service (“Service”), however, may assert that a loss realized upon an exchange of securities for Creation Units cannot be deducted currently under the rules governing “wash sales” or for other reasons. Persons exchanging securities should consult their own tax adviser with respect to whether wash sale rules apply and when a loss might be deductible.

Any capital gain or loss realized upon redemption of Creation Units is generally treated as long-term capital gain or loss if the shares have been held for more than one year and as short-term capital gain or loss if the shares have been held for one year or less.

If you purchase or redeem Creation Units, you will be sent a confirmation statement showing how many shares you purchased or sold and at what price. See “Taxes” in the SAI for a description of the requirement regarding basis determination methods applicable to Share redemptions and the Fund’s obligation to report basis information to the Service.

The foregoing discussion summarizes some of the possible consequences under current federal tax law of an investment in the Fund. It is not a substitute for personal tax advice. Consult your personal tax adviser about the potential tax consequences of an investment in the Shares under all applicable tax laws.

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Section 5| Other Information

Continuous Offering

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

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

Broker-dealer firms should also note that dealers who are not “underwriters” but are effecting transactions in Shares, whether or not participating in the distribution of Shares, are generally required to deliver a prospectus. This is because the prospectus delivery exemption in Section 4(3) of the Securities Act is not available in respect of such transactions as a result of Section 24(d) of the 1940 Act. As a result, broker-dealer firms should note that dealers who are not “underwriters” but are participating in a distribution (as contrasted with engaging in ordinary secondary market transactions) and thus dealing with the Shares that are part of an overallotment within the meaning of Section 4(3)(C) of the Securities Act, will be unable to take advantage of the prospectus delivery exemption provided by Section 4(3) of the Securities Act. For delivery of prospectuses to exchange members, the prospectus delivery mechanism of Rule 153 under the Securities Act is only available with respect to transactions on a national exchange.

Dealers effecting transactions in the Fund’s Shares, whether or not participating in this distribution, are generally required to deliver a Prospectus. This is in addition to any obligation of dealers to deliver a Prospectus when acting as underwriters.

Portfolio Holdings Disclosure

A description of the Fund’s policies regarding disclosure of the securities in the Fund’s portfolio is found in the Statement of Additional Information. The Fund’s portfolio is disclosed daily on the Fund’s website at timothyplan.com. Shareholders may also request portfolio holdings schedules at no charge by calling toll free (800) 846-7526.

Shareholder Communications

In order to eliminate duplicate mailings to an address at which two or more shareholders with the same last name reside, the Timothy Plan may send only one copy of any shareholder reports, proxy statements, prospectuses and their supplements, unless you have instructed Timothy Plan to the contrary. You may request that the Timothy Plan send these documents to each shareholder individually by calling the Timothy Plan at (800)846-7526, and they will be delivered promptly. While this Prospectus and the SAI of the Trust describe pertinent information about the Trust and the Fund, neither this Prospectus nor the SAI represents a contract between the Trust or the Fund and any shareholder.

Disclaimers

Shares are not sponsored, endorsed, or promoted by the Exchange. The Exchange makes no representation or warranty, express or implied, to the owners of the Shares or any member of the public regarding the ability of the Fund to track the total return performance of their respective Index or the ability of each Index identified herein to track stock market performance. The Exchange is not responsible for, nor has it participated in, the determination of the compilation or the

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calculation of each Index, nor in the determination of the timing of, prices of, or quantities of the Shares to be issued, nor in the determination or calculation of the equation by which the Shares are redeemable. The Exchange has no obligation or liability to owners of the Shares in connection with the administration, marketing, or trading of the Shares.

The Exchange does not guarantee the accuracy and/or the completeness of each Index or the data included therein. The Exchange makes no warranty, express or implied, as to results to be obtained by the Trust on behalf of the Funds, owners of the Shares, or any other person or entity from the use of each Index or the data included therein.

The Exchange makes no express or implied warranties, and hereby expressly disclaims all warranties of merchantability or fitness for a particular purpose with respect to the Index or the data included therein. Without limiting any of the foregoing, in no event shall the Exchange have any liability for any lost profits or indirect, punitive, special, or consequential damages even if notified of the possibility thereof.

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Section 6| Other Service Providers

Citi Fund Services Ohio, Inc.	4400 Easton Commons, Suite 200, Columbus, OH 43219, serves as administrator and fund accountant for the Funds.
Citibank, N.A.	388 Greenwich Street, New York, NY, serves as transfer agent and custodian of the Funds’ assets.
Foreside Distributors	3 Canal Plaza, Suite 100, Portland, ME 04101, serves as distributor for the continuous offering of each Fund’s shares.
Cohen & Company, Ltd.	1350 Euclid Avenue, Suite 800, Cleveland, Ohio 44115, serves as the Independent Registered Public Accounting firm for the Funds.
Drake Compliance, LLC	2250 W. Magnolia Avenue, San Antonio, TX 78201, serves as Chief Compliance Officer to the Fund.

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Section 7| Financial Highlights

The following financial highlights tables reflect historical information about shares of each Fund and are intended to help you understand the Fund’s financial performance for the period of the Fund’s operations.

Certain information shows the results of an investment in one share of a Fund. To the extent a Fund invests in other funds, the Total Annual Operating Expenses included in the Fund’s Fees and Expenses table may not correlate to the ratio of expenses to average net assets in the financial highlights below. 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 presented has been audited by Cohen & Company, Ltd., the Funds’ independent registered public accounting firm, whose report, along with the Funds’ financial statements, are included in the Funds’ annual report to shareholders, which is available upon request.

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US Small Cap Core ETF

	For the Year Ended December 31, 2023			For the Year Ended December 31, 2022			For the Year Ended December 31, 2021			For the Year Ended December 31, 2020			For the period December 3, 2019^(a) to December 31, 2019
Net Asset Value, Beginning of Period	$	30.39		$	35.49		$	27.71		$	25.55		$	24.73
Investment Activities:
Net Investment Income (Loss)^(b)		0.36			0.34			0.40			0.32			0.02
Net Realized and Unrealized Gains (Losses) on Investments		4.97			(5.11	)		7.78			2.15			0.82
Total from Investment Activities		5.33			(4.77	)		8.18			2.47			0.84
Distributions to Shareholders:
Net Investment Income		(0.38	)		(0.33	)		(0.40	)		(0.31	)		(0.02	)
Total Distributions		(0.38	)		(0.33	)		(0.40	)		(0.31	)		(0.02	)
Net Asset Value, End of Period	$	35.34		$	30.39		$	35.49		$	27.71		$	25.55
Total Return^(c)		17.64	%		(13.45	%)		29.62	%		9.99	%		3.39	%

Ratios/Supplemental Data:
Ratio of Expenses to Average Net Assets^(d)		0.52	%		0.52	%		0.52	%		0.52	%		0.52	%
Ratio of Net Investment Income (Loss) to Average Net Assets^(d)		1.13	%		1.09	%		1.20	%		1.45	%		0.89	%
Net Assets, End of Period (000’s)	$	102,476		$	71,422		$	56,792		$	31,869		$	10,222
Portfolio Turnover^(c)(e)		60	%		59	%		57	%		78	%		—

Amounts designated as “—” are 0 or have been rounded to 0.

(a)	Commencement of operations.
(b)	Per share net investment income (loss) has been calculated using the average daily shares method.
(c)	Not annualized for periods less than one year.
(d)	Annualized for periods less than one year.
(e)	Excludes impact of in-kind transactions.

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US Large / Mid Cap Core ETF

	For the Year Ended December 31, 2023			For the Year Ended December 31, 2022			For the Year Ended December 31, 2021			For the Year Ended December 31, 2020			For the period May 1, 2019^(a) to December 31, 2019
Net Asset Value, Beginning of Period	$	33.47		$	38.65		$	30.93		$	27.23		$	25.16
Investment Activities:
Net Investment Income (Loss)^(b)		0.36			0.35			0.24			0.23			0.21
Net Realized and Unrealized Gains (Losses) on Investments		4.73			(5.17	)		7.72			3.72			2.04
Total from Investment Activities		5.09			(4.82	)		7.96			3.95			2.25
Distributions to Shareholders:
Net Investment Income		(0.34	)		(0.36	)		(0.24	)		(0.25	)		(0.18	)
Total Distributions		(0.34	)		(0.36	)		(0.24	)		(0.25	)		(0.18	)
Net Asset Value, End of Period	$	38.22		$	33.47		$	38.65		$	30.93		$	27.23
Total Return^(c)		15.30	%		(12.48	%)		25.82	%		14.67	%		9.01	%

Ratios/Supplemental Data:
Ratio of Expenses to Average Net Assets^(d)		0.52	%		0.52	%		0.52	%		0.52	%		0.52	%
Ratio of Net Investment Income (Loss) to Average Net Assets^(d)		1.03	%		1.02	%		0.69	%		0.88	%		1.22	%
Net Assets, End of Period (000’s)	$	236,951		$	179,060		$	168,140		$	163,904		$	134,795
Portfolio Turnover^(c)(e)		30	%		26	%		27	%		45	%		17	%

(a)	Commencement of operations.
(b)	Per share net investment income (loss) has been calculated using the average daily shares method.
(c)	Not annualized for periods less than one year.
(d)	Annualized for periods less than one year.
(e)	Excludes impact of in-kind transactions.

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US Large / Mid Cap Core Enhanced ETF

	For the Year Ended December 31, 2023			For the Year Ended December 31, 2022			For the period July 29, 2021^(a) to December 31, 2021
Net Asset Value, Beginning of Period	$	23.75		$	27.19		$	25.00
Investment Activities:
Net Investment Income (Loss)^(b)		0.38			0.25			0.11
Net Realized and Unrealized Gains (Losses) on Investments		(0.96	)		(3.40	)		2.16
Total from Investment Activities		(0.58	)		(3.15	)		2.27
Distributions to Shareholders:
Net Investment Income		(0.36	)		(0.28	)		(0.08	)
Return of Capital		—			(0.01	)		—
Total Distributions		(0.36	)		(0.29	)		(0.08	)
Net Asset Value, End of Period	$	22.81		$	23.75		$	27.19
Total Return^(c)		(2.40	%)		(11.58	%)		9.09	%

Ratios/Supplemental Data:
Ratio of Expenses to Average Net Assets^(d)		0.52	%^(e)		0.52	%		0.51	%
Ratio of Net Investment Income (Loss) to Average Net Assets^(d)		1.69	%		1.05	%		1.00	%
Net Assets, End of Period (000’s)	$	58,177		$	70,060		$	69,327
Portfolio Turnover^(c)(f)		302	%^(g)		155	%^(g)		13	%

(a)	Commencement of operations.
(b)	Per share net investment income (loss) has been calculated using the average daily shares method.
(c)	Not annualized for periods less than one year.
(d)	Annualized for periods less than one year.
(e)	Does not include acquired fund fees and expenses, if any.
(f)	Excludes impact of in-kind transactions.
(g)	Portfolio turnover increased significantly due changes in the volume and timing of purchases and sales of portfolio holdings during the year.

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High Dividend Stock ETF

	For the Year Ended December 31, 2023			For the Year Ended December 31, 2022			For the Year Ended December 31, 2021			For the Year Ended December 31, 2020			For the period May 1, 2019^(a) to December 31, 2019
Net Asset Value, Beginning of Period	$	31.13		$	32.49		$	25.88		$	26.89		$	25.10
Investment Activities:
Net Investment Income (Loss)^(b)		0.75			0.73			0.61			0.57			0.48
Net Realized and Unrealized Gains (Losses) on Investments		2.01			(1.35	)		6.60			(0.96	)		1.74
Total from Investment Activities		2.76			(0.62	)		7.21			(0.39	)		2.22
Distributions to Shareholders:
Net Investment Income		(0.73	)		(0.74	)		(0.60	)		(0.62	)		(0.43	)
Total Distributions		(0.73	)		(0.74	)		(0.60	)		(0.62	)		(0.43	)
Net Asset Value, End of Period	$	33.16		$	31.13		$	32.49		$	25.88		$	26.89
Total Return^(c)		9.03	%		(1.88	%)		28.10	%		(1.17	%)		9.00	%

Ratios/Supplemental Data:
Ratio of Expenses to Average Net Assets^(d)		0.52	%		0.52	%		0.52	%		0.52	%		0.52	%
Ratio of Net Investment Income (Loss) to Average Net Assets^(d)		2.39	%		2.32	%		2.07	%		2.45	%		2.81	%
Net Assets, End of Period (000’s)	$	228,798		$	178,986		$	131,582		$	122,911		$	94,132
Portfolio Turnover^(c)(e)		41	%		42	%		43	%		68	%		23	%

(a)	Commencement of operations.
(b)	Per share net investment income (loss) has been calculated using the average daily shares method.
(c)	Not annualized for periods less than one year.
(d)	Annualized for periods less than one year.
(e)	Excludes impact of in-kind transactions.

FINANCIAL HIGHLIGHTS
PROSPECTUS (ETFS) / 73

High Dividend Stock Enhanced ETF

	For the Year Ended December 31, 2023			For the Year Ended December 31, 2022			For the period July 29, 2021^(a) to December 31, 2021
Net Asset Value, Beginning of Period	$	23.47		$	26.90		$	25.00
Investment Activities:
Net Investment Income (Loss)^(b)		0.60			0.60			0.28
Net Realized and Unrealized Gains (Losses) on Investments		(0.88	)		(3.37	)		1.86
Total from Investment Activities		(0.28	)		(2.77	)		2.14
Distributions to Shareholders:
Net Investment Income		(0.56	)		(0.66	)		(0.24	)
Total Distributions		(0.56	)		(0.66	)		(0.24	)
Net Asset Value, End of Period	$	22.63		$	23.47		$	26.90
Total Return^(c)		(1.17	%)		(10.44	%)		8.59	%

Ratios/Supplemental Data:
Ratio of Expenses to Average Net Assets^(d)		0.52	%^(e)		0.52	%		0.51	%
Ratio of Net Investment Income (Loss) to Average Net Assets^(d)		2.60	%		2.39	%		2.50	%
Net Assets, End of Period (000’s)	$	66,764		$	68,055		$	47,081
Portfolio Turnover^(c)(f)		209	%		191	%^(g)		16	%

(a)	Commencement of operations.
(b)	Per share net investment income (loss) has been calculated using the average daily shares method.
(c)	Not annualized for periods less than one year.
(d)	Annualized for periods less than one year.
(e)	Does not include acquired fund fees and expenses, if any.
(f)	Excludes impact of in-kind transactions.
(g)	Portfolio turnover increased significantly due changes in the volume and timing of purchases and sales of portfolio holdings during the year.

FINANCIAL HIGHLIGHTS
PROSPECTUS (ETFS) / 74

International ETF

	For the Year Ended December 31, 2023			For the Year Ended December 31, 2022			For the Year Ended December 31, 2021			For the Year Ended December 31, 2020			For the period December 3, 2019^(a) to December 31, 2019
Net Asset Value, Beginning of Period	$	23.30		$	29.06		$	26.98		$	25.58		$	24.80
Investment Activities:
Net Investment Income (Loss)^(b)		0.64			0.66			0.56			0.47			0.04
Net Realized and Unrealized Gains (Losses) on Investments		3.12			(5.82	)		2.21			1.40			0.77
Total from Investment Activities		3.76			(5.16	)		2.77			1.87			0.81
Distributions to Shareholders:
Net Investment Income		(0.63	)		(0.60	)		(0.69	)		(0.47	)		(0.03	)
Total Distributions		(0.63	)		(0.60	)		(0.69	)		(0.47	)		(0.03	)
Net Asset Value, End of Period	$	26.43		$	23.30		$	29.06		$	26.98		$	25.58
Total Return^(c)		16.41	%		(17.80	%)		10.34	%		7.66	%		3.25	%

Ratios/Supplemental Data:
Ratio of Expenses to Average Net Assets^(d)		0.62	%		0.62	%		0.62	%		0.62	%		0.62	%
Ratio of Net Investment Income (Loss) to Average Net Assets^(d)		2.60	%		2.72	%		1.94	%		1.98	%		1.99	%
Net Assets, End of Period (000’s)	$	97,801		$	76,875		$	82,827		$	71,500		$	23,018
Portfolio Turnover^(c)(e)		34	%		39	%		42	%		63	%		12	%

(a)	Commencement of operations.
(b)	Per share net investment income (loss) has been calculated using the average daily shares method.
(c)	Not annualized for periods less than one year.
(d)	Annualized for periods less than one year.
(e)	Excludes impact of in-kind transactions.

FINANCIAL HIGHLIGHTS
PROSPECTUS (ETFS) / 75

Market Neutral ETF

	For the period January 25, 2023^(a) to December 31, 2023
Net Asset Value, Beginning of Period	$	25.00
Investment Activities:
Net Investment Income (Loss)^(b)		1.01
Net Realized and Unrealized Gains (Losses) on Investments		0.31
Total from Investment Activities		1.32
Distributions to Shareholders:
Net Investment Income		(1.06	)
Net Realized Gains From Investments		(1.03	)
Total Distributions		(2.09	)
Net Asset Value, End of Period	$	24.23
Total Return^(c)		5.46	%

Ratios/Supplemental Data:
Ratio of Expenses to Average Net Assets^(d)		0.65	%
Ratio of Net Investment Income (Loss) to Average Net Assets^(d)		4.37	%
Net Assets, End of Period (000’s)	$	34,407
Portfolio Turnover^(c)(e)		112	%

(a)	Commencement of operations.
(b)	Per share net investment income (loss) has been calculated using the average daily shares method.
(c)	Not annualized for periods less than one year.
(d)	Annualized for periods less than one year.
(e)	Excludes impact of in-kind transactions.

FINANCIAL HIGHLIGHTS
PROSPECTUS (ETFS) / 76

Section 8| Other Information

This Prospectus is accompanied by a Statement of Additional Information (SAI), dated May 1, 2024: The SAI contains more information about the Funds’ operations, investment restrictions, policies and practices. The SAI is incorporated by reference into this Prospectus, which means that it is legally part of this Prospectus, even if you don’t request a copy.

Annual and Semi-annual Reports: Annual and semi-annual reports contain more information about the Funds’ investments and the market conditions and investment strategies that significantly affected the Funds’ performance during the most recent fiscal period.

How to Obtain Information: You may obtain a free copy of the SAI or annual and semi-annual reports, and ask questions about the Funds or your accounts, online at etf.timothyplan.com, by contacting the Timothy Plan at the following address or telephone number, or by contacting your financial intermediary.

BY TELEPHONE:

BY MAIL:

Call Timothy Plan at (800) 846-7526

Timothy Plan

1055 Maitland Center Commons

Maitland FL 32751

You also can get information about the Fund (including the SAI and other reports) from the Securities and Exchange Commission (SEC). The SEC charges a duplicating fee to provide copies of this information.

IN PERSON:

BY MAIL:

ON THE INTERNET:

SEC Public Reference Room

Washington, D.C.

Call 202-551-8090 for location and

hours.

SEC Public Reference Section

Washington, D.C. 20549-1520

EDGAR database at sec.gov or by

email request at publicinfo@sec.gov

Investment Company Act File Number 811-0822

OTHER INFORMATION
PROSPECTUS (ETFS) / 77

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EXCHANGE TRADED FUNDS
STATEMENT OF ADDITIONAL INFORMATION
May 1, 2024
	Ticker Symbol
US SMALL CAP CORE ETF	TPSC
US LARGE / MID CAP CORE ETF	TPLC
US LARGE / MID CAP CORE ENHANCED ETF	TPLE
HIGH DIVIDEND STOCK ETF	TPHD
HIGH DIVIDEND STOCK ENHANCED ETF	TPHE
INTERNATIONAL ETF	TPIF
MARKET NEUTRAL ETF	TPMN

Each listed and traded on: The New York Stock Exchange

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND IS AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE INVESTORS ONLY IF PRECEDED OR ACCOMPANIED BY AN EFFECTIVE PROSPECTUS. PORTIONS OF THE FUND’S ANNUAL REPORT ARE INCORPORATED HEREIN.

To obtain a free additional copy of the prospectus or SAI, dated May 1, 2024, or an annual report, please contact Timothy Plan at (800) TIM-PLAN (800-846-7526) or visit Timothy Plan’s website at etf.timothyplan.com.

Table of Contents


Section 1 \| General Information	3
Section 2 \| Investment Objectives, Policies and Limitations	4
Investment Objectives	4
Investment Policies and Limitations of the Funds	4
Fundamental Investment Policies and Limitations of the Funds	4
Section 3 \| Indexes	8
Underlying Indexes	8
Section 4 \| Investment Practices, Instruments and Risks	10
Investment Practices	10
Instruments and Risks	10
Section 5 \| Investments by Other Registered Investment Companies	26
Section 6 \| Determining Net Asset Value (“NAV”) and Valuing Portfolio Securities	27
Section 7 \| Purchase and Redemption of Shares	29
Creation Units	32
Purchasing Creation Units	33
Redeeming Creation Units	36
Section 8 \| Management of the Trust	40
Board Leadership Structure	40
Trustees Compensation	48
Section 9 \| Control Persons and Principal Shareholders	49
Ownership	49
Section 10 \| Investment Adviser and Other Service Providers	51
Investment Adviser	51
Other Service Providers	53
Section 11 \| Portfolio Managers	55
Portfolio Managers	55
Section 12 \| Proxy Voting Policies and Procedures	57
Proxy Voting Procedures	57
Section 13 \| Portfolio Transactions and Brokerage	58
Section 14 \| Dividends, Capital Gains and Distributions	62
Section 15 \| Taxes	63
Section 16 \| Additional Information	71

TABLE OF CONTENTS

STATEMENT OF ADDITIONAL INFORMATION (ETFS) / 2

Section 1 |

General Information

This Statement of Additional Information (“SAI”) is not a prospectus. It should be read in conjunction with the Funds’ prospectus, dated May 1, 2024, as it may be amended or supplemented from time to time (the “Prospectus”). Copies of the Prospectus of the Funds can be obtained without charge upon request to Timothy Plan at etf.timothyplan.com or by calling toll-free (800) TIM-PLAN (800-846-7526). This SAI pertains only to the Timothy Plan ETFs. You may obtain a copy of the Trust’s most recent annual report, dated December 31, 2022, at no charge by writing to the address or calling the phone number noted above.

The Funds are each diversified series of Timothy Plan (the “Trust”), a Delaware business trust organized on December 16, 1993. The Trust currently consists of 21 series of beneficial interest (“shares”).

Timothy Partners, Ltd. (“TPL” or the “Adviser”), serves as the Funds’ Investment Adviser. Victory Capital Management Inc. (“Victory Capital” or the “Sub-Adviser”), is the Funds’ investment Sub-Adviser. The Funds’ investment objective, restrictions and policies are more fully described here and in the Funds’ Prospectus. The Trust’s Board of Trustees (the “Board” or “Trustees”) may organize and offer shares of a new fund or liquidate a Fund at any time.

Much of the information contained in this SAI expands on subjects discussed in the Funds’ Prospectus. Capitalized terms not defined herein are used as defined in the Prospectus. No investment in shares of the Funds should be made without first reading that Funds’ Prospectus.

We refer to the following Funds collectively as the “Volatility
Weighted Index Funds”:

● Timothy Plan US Small Cap Core ETF
(“Small Cap Core ETF”)

● Timothy Plan US Large / Mid Cap Core ETF
(“Large / Mid Cap Core ETF”)

● Timothy Plan High Dividend Stock ETF
(“High Dividend Stock ETF”)

● Timothy Plan International ETF (“International ETF”)

In this SAI, we refer to the following Fund as the “International Fund”:

● Timothy Plan International ETF (“International ETF”)

In this SAI, we refer to the following Funds collectively as the “Enhanced Funds”:

● Timothy Plan US Large / Mid Cap Core Enhanced ETF
(“Large / Mid Cap Core Enhanced ETF”)

● Timothy Plan High Dividend Stock Enhanced ETF
(“High Dividend Stock Enhanced ETF”)

In this SAI, we refer to the following Fund as the “Market Neutral Fund”:

● Timothy Plan Market Neutral ETF (“Market Neutral ETF”)
(International Fund is also a Volatility Weighted Index Fund.)

The Funds’ shares are offered at net asset value (“NAV”) only in large blocks (each a “Creation Unit”). The Funds will issue and redeem Creation Units principally in exchange for a basket of securities included in the respective Funds’ underlying index (the “Deposit Securities”), together with the deposit of a specified cash payment (the “Cash Component”), plus a transaction fee. The Funds are approved for listing on The New York Stock Exchange (“NYSE” or the “Exchange”). Shares trade on the Exchange at market prices that may be below, at, or above NAV. The Trust reserves the right to adjust the prices of Shares in the future to maintain convenient trading ranges for investors. Any adjustments would be accomplished through stock splits or reverse stock splits, which would have no effect on the net assets of the applicable Fund.

The Funds reserve the right to offer creations and redemptions of Shares for cash. In addition, Shares may be issued in advance of receipt of Deposit Securities subject to various conditions, including a requirement to maintain on deposit with the Trust cash equal to up to 105% of the market value of the missing Deposit Securities. In each instance of such cash creations or redemptions, transaction fees may be imposed and may be higher than the transaction fees associated with in-kind creations or redemptions. See “Purchase and Redemption of Shares” below.

Shares of the Funds are listed for trading and trade throughout the day on the Exchange.

GENERAL INFORMATION

STATEMENT OF ADDITIONAL INFORMATION (ETFS) / 3

Section 2 |

Investment Objectives, Policies and Limitations

Investment Objectives

Each Fund’s investment objective is non-fundamental, meaning it may be changed by a vote of the Trustees without a vote of the holders of a majority of the Fund’s outstanding voting securities. There can be no assurance that a Fund will achieve its investment objective.

Investment Policies and Limitations of the Funds

Unless a policy of a Fund is expressly deemed to be a fundamental policy of the Fund, changeable only by an affirmative vote of the holders of a majority of that Fund’s outstanding voting securities, the Fund’s policies are non-fundamental and may be changed without a shareholder vote.

A Fund may, following notice to its shareholders, employ other investment practices that presently are not contemplated for use by the Fund or that currently are not available but that may be developed to the extent such investment practices are both consistent with the Fund’s investment objective and legally permissible for the Fund. Such investment practices, if they arise, may involve risks that exceed those involved in the activities described in the Fund’s Prospectus.

A Fund’s classification and Sub-classification is a matter of fundamental policy. Each Fund is classified as an open-end investment company. Each Fund is Sub-classified as a diversified investment company, which under the Investment Company Act of 1940 Act, as amended, (the “1940 Act”) means that, with respect to 75% of a Fund’s total assets, the Fund may not invest in securities of any issuer if, immediately after such investment, (i) more than 5% of the total assets of the Fund (taken at current value) would be invested in the securities of that issuer or (ii) more than 10% of the outstanding voting securities of the issuer would be held by the Fund (this limitation does not apply to obligations of the U.S. Government, its agencies or instrumentalities and securities of other investment companies). A Fund is not subject to this limitation with respect to the remaining 25% of its total assets.

Under the Internal Revenue Code of 1986, as amended (the “Code”), to qualify as a regulated investment company, a Fund must meet certain diversification requirements (among other requirements) as determined at the close of each quarter of each taxable year. For instance, no more than 25% of a Fund’s assets can be invested, including through corporations in which the fund owns 20% or more voting stock interest, in the securities of any one issuer other than Government securities and securities of other regulated investment companies, of two or more issuers which the regulated investment company controls and which are engaged in the same, similar, or related trades or businesses, or of one or more publicly traded partnerships. In addition, at least 50% of the market value of the Fund’s assets must be represented by cash or cash items, U.S. government securities, securities of other regulated investment companies, and other securities limited in respect of any one issuer to a value not greater than 5% of the value of the Fund’s total assets and to not more than 10% of the outstanding voting securities of such issuer.

The policies and limitations stated in this SAI supplement the Funds’ investment policies set forth in each Fund’s Prospectus. Unless otherwise noted, whenever an investment policy or limitation states a maximum percentage of a Fund’s assets that may be invested in any security or other asset, or sets forth a policy regarding quality standards, such standard or percentage limitation will be determined immediately after and as a result of the Fund’s acquisition of such security or other asset except in the case of borrowing (or other activities that may be deemed to result in the issuance of a “senior security” under the 1940 Act). Accordingly, any subsequent change in values, net assets, or other circumstances will not be considered when determining whether the investment complies with a Fund’s investment policies and limitations. If the value of a Fund’s holdings of illiquid securities at any time exceeds the percentage limitation applicable at the time of acquisition due to subsequent fluctuations in value or other reasons, the Trust’s Board will consider what actions, if any, are appropriate to maintain adequate liquidity.

Fundamental Investment Policies and Limitations of the Funds

The following investment policies and limitations are fundamental and may not be changed without the affirmative vote of the holders of a majority of the Fund’s outstanding shares, as defined under the 1940 Act.

INVESTMENT OBJECTIVES, POLICIES AND LIMITATIONS

STATEMENT OF ADDITIONAL INFORMATION (ETFS) / 4

The following investment policies and limitations are fundamental and may not be changed without the affirmative vote of the holders of a majority of the Fund’s outstanding voting securities, as defined under the 1940 Act. Under the 1940 Act, the vote of a majority of the outstanding voting securities of a Fund means the affirmative vote of the lesser of (a) 67% or more of the shares of the Fund present at a meeting at which the holders of more than 50% of the outstanding shares of the Fund are represented in person or by proxy, or (b) more than 50% of the outstanding shares of the Fund. Portions of the Funds’ fundamental investment restrictions (e.g., references to “except as permitted under the 1940 Act, and as interpreted or modified from time to time by regulatory authorities having jurisdiction”) provide the Funds with flexibility to change limitations in connection with changes in applicable law, rules, regulations or exemptive relief. The language used in these restrictions provides the necessary flexibility to allow the Board of Trustees to respond efficiently to these kinds of developments without the delay and expense of a shareholder meeting.

SENIOR SECURITIES

For the Volatility Weighted Index Funds:

Each Fund may not issue senior securities.

For all other Funds:

None of the Funds may issue senior securities, except as permitted under the 1940 Act, and as interpreted or modified from time to time by regulatory authorities having jurisdiction.

This limitation is not applicable to activities that may be deemed to involve the issuance or sale of a senior security by the Fund, provided that the Fund’s engagement in such activities is consistent with or permitted by the 1940 Act the rules and regulations promulgated thereunder or interpretations of the Securities and Exchange Commission (“SEC”) or its staff.

Rule 18f-4 under the 1940 Act permits a Fund to enter into Derivatives Transactions (as defined below) and certain other transactions notwithstanding the restrictions on the issuance of “senior securities” under Section 18 of the 1940 Act. Section 18 of the 1940 Act, among other things, prohibits open-end funds, including the Funds, from issuing or selling any “senior security,” other than borrowing from a bank (subject to a requirement to maintain 300% “asset coverage”).

BORROWING

Each Fund may not borrow money, except (a) from a bank, provided that immediately after such borrowing there is an asset coverage of 300% for all borrowings of the Fund; or (b) from a bank or other persons for temporary purposes only, provided that such temporary borrowings are in an amount not exceeding 5% of the Fund’s total assets at the time when the borrowing is made. This limitation does not preclude the Fund from entering into reverse repurchase transactions, provided that the Fund has an asset coverage of 300% for all borrowings and repurchase commitments of the Fund pursuant to reverse repurchase transactions.

UNDERWRITING, PURCHASING SECURITIES ON MARGIN, OR PARTICIPATING ON A JOINT BASIS

For the Volatility Weighted Index Funds:

Each Fund may not purchase securities on margin, participate on a joint or joint and several basis in any securities trading account, or underwrite securities. This limitation does not preclude the Fund from obtaining such short-term credit as may be necessary for the clearance of purchases and sales of its portfolio securities, and except to the extent that the Fund may be deemed an underwriter under the Securities Act of 1933, as amended (“1933 Act”), by virtue of disposing of portfolio securities.

For all other Funds:

None of the Funds may underwrite securities issued by others, except to the extent that a Fund may be considered an underwriter within the meaning of the 1933 Act, in the disposition of restricted securities.

REAL ESTATE

For the Volatility Weighted Index Funds:

Each Fund may not purchase or sell real estate or interests in real estate. This limitation is not applicable to investments in marketable securities that are secured by or represent interests in real estate. This limitation does not preclude the Fund from investing in mortgage-related securities or investing in companies engaged in the real estate business or that have a significant portion of their assets in real estate (including real estate investment trusts).

INVESTMENT OBJECTIVES, POLICIES AND LIMITATIONS

STATEMENT OF ADDITIONAL INFORMATION (ETFS) / 5

For all other Funds:

None of the Funds may purchase or sell real estate unless acquired as a result of direct ownership of securities or other instruments. This restriction shall not prevent any of these Funds from investing in the following: (i) securities or other instruments backed by real estate; (ii) securities of real estate operating companies; or (iii) securities of companies engaged in the real estate business, including real estate investment trusts. This restriction does not preclude any of these Funds from buying securities backed by mortgages on real estate or securities of companies engaged in such activities.

CONCENTRATION

For the Volatility Weighted Index Funds:

Each Fund may not invest 25% or more of the market value of its assets in the securities of companies engaged in any one industry or group of related industries. This limitation does not apply to investments in the securities of the U.S. government, its agencies or instrumentalities.

For all other Funds:

None of the Funds may concentrate its investments in a particular industry, as the term “concentration” is used in the 1940 Act, and as interpreted or modified from time to time by regulatory authorities having jurisdiction. This restriction shall not prevent any Fund from investing all of its assets in a “master” fund that has adopted similar investment objectives, policies and restrictions.

Concentration means investing more than 25% of a Fund’s net assets in a particular industry or a specified group of industries.

COMMODITIES

For the Volatility Weighted Index Funds:

Each Fund may not purchase or sell commodities (unless acquired as a result of ownership of securities or other investments or through commodity futures contracts or options), except that the Fund may purchase and sell futures contracts and options to the full extent permitted under the 1940 Act, sell foreign currency contracts in accordance with any rules of the Commodity Futures Trading Commission, invest in securities or other instruments backed by commodities, and invest in companies that are engaged in a commodities business or have a significant portion of their assets in commodities.

For all other Funds:

None of the Funds may purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments (but this shall not prevent a Fund from purchasing or selling options and futures contracts or from investing in securities or other instruments backed by physical commodities).

LENDING

For the Volatility Weighted Index Funds:

Each Fund may not make loans to others, except (a) through the purchase of debt securities in accordance with its investment objectives and policies, (b) to the extent the entry into a repurchase agreement is deemed to be a loan, and (c) by loaning portfolio securities.

For all other Funds:

None of the Funds may make loans, except as permitted under the 1940 Act, and as interpreted or modified from time to time by regulatory authorities having jurisdiction. Generally, the 1940 Act prohibits loans if a fund’s investment policies do not permit loans, and if the loans are made, directly or indirectly, to persons deemed to control or to be under common control with the registered investment company.

NON-FUNDAMENTAL INVESTMENT POLICIES AND LIMITATIONS OF THE FUNDS.

The following investment policies restrictions are non-fundamental and may be changed by a vote of a majority of the Trustees. Each Fund may not:

INVESTMENT OBJECTIVES, POLICIES AND LIMITATIONS

STATEMENT OF ADDITIONAL INFORMATION (ETFS) / 6

For all Funds:

●

No Fund may purchase the securities of any registered open-end investment company or registered unit investment trust in reliance on Section 12(d)(1)(F) or Section 12(d)(1)(G) of the 1940 Act, which permits operation as a “fund of funds.” Except as provided in the next paragraph and below in “Securities of Other Investment Companies,” none of the Funds may: (1) invest more than 5% of its total assets in the securities of any one investment company; (2) own more than 3% of the securities of any one investment company; or (3) invest more than 10% of its total assets in the securities of other investment companies.

●

Each Fund may purchase and redeem shares issued by a money market fund without limit, provided that either: (1) the acquiring Fund pays no “sales charge” or “service fee” (as each of those terms is defined in the FINRA Conduct Rules); or (2) the Adviser waives its Advisory fee in an amount necessary to offset any such sales charge or service fee. For purposes of this investment restriction, a “money market fund” is either: (1) an open-end investment company registered under the 1940 Act and regulated as a money market fund in accordance with Rule 2a-7 under the 1940 Act; or (2) a company that is exempt from registration as in investment company under Sections 3(c)(1) or 3(c)(7) of the 1940 Act and that: (a) limits its investments to those permitted under Rule 2a-7 under the 1940 Act; and (b) undertakes to comply with all the other requirements of Rule 2a-7, except that, if the company has no board of directors, the company’s investment adviser performs the duties of the board of directors

For the Volatility Weighted Index Funds:

●

No Fund may invest, in the aggregate, more than 15% of its net assets in securities with legal or contractual restrictions on resale, securities which are not readily marketable and repurchase agreements with more than seven days to maturity. However, if more than 15% of Fund net assets are illiquid, the Fund’s investment adviser(s) will reduce illiquid assets such that they do not represent more than 15% of Fund net assets, subject to timing and other considerations which are in the best interests of the Fund and its shareholders.

●

No Funds may mortgage, pledge, hypothecate or in any manner transfer, as security for indebtedness, any assets of the Fund except as may be necessary in connection with borrowings described in limitation (1) above. Margin deposits, security interests, liens and collateral arrangements with respect to transactions involving options, futures contracts, short sales and other permitted investments and techniques are not deemed to be a mortgage, pledge or hypothecation of assets for purposes of this limitation.

●	No Fund may invest in any issuer for purposes of exercising control or management.

For all Funds except the Volatility Weighted Index Funds:

●

No Fund may make short sales of securities, other than short sales “against the box,” or purchase securities on margin except for short-term credits necessary for clearance of portfolio transactions, provided that this restriction will not be applied to limit the use of options, futures contracts and related options, in the manner otherwise permitted by the investment restrictions, policies and investment program of the Fund.

●

No Fund may invest more than 15% of its net assets in illiquid investments. Illiquid investments are generally any investment that the Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. Such investments include, but are not limited to, time deposits and repurchase agreements with maturities longer than seven days. Securities that may be resold under Rule 144A, securities offered pursuant to Section 4(a)(2) of the 1933 Act, or securities otherwise subject to restrictions or limitations on resale under the 1933 Act shall not be deemed illiquid solely by reason of being unregistered. Victory Capital Management Inc. (the “Adviser”), the Fund’s investment adviser, under oversight of the Board, determines whether a particular investment is deemed to be liquid based on the trading markets for the specific security and other factors.

INVESTMENT OBJECTIVES, POLICIES AND LIMITATIONS

STATEMENT OF ADDITIONAL INFORMATION (ETFS) / 7

Section 3 |

Indexes

Underlying Indexes

The Victory US Small Cap Volatility Weighted BRI Index, Victory US Large/Mid Cap Volatility Weighted BRI Index*, Victory US Large Cap High Dividend Volatility Weighted BRI Index, and Victory International Volatility Weighted BRI Index (collectively, the “Victory BRI Indexes” or the “Underlying Indexes”) are unmanaged, volatility weighted indexes that have been created by the Sub-Adviser with the applied Excluded Securities (the “Index Provider”) for use by the Funds. VettaFi LLC (“Calculation Agent”), an unaffiliated third-party, currently administers and calculates each Victory BRI Indexes and disseminates the Indexes on a daily basis. A volatility weighted index assigns percentage values to each security in the index based on the volatility of that security in the market. More volatile stocks have a lower weighting, and less volatile stocks are assigned a higher weighting. The Index assumes reinvestment of all dividends and distributions and does not reflect any asset-based charges for investment management or other expenses.

VettaFi LLC is not affiliated with the Trust, the Adviser, Sub-Adviser, the administrator, custodian, transfer agent, the Distributor, or any of their respective affiliates. BRI Indexes are entitled to use the VettaFi LLC Indexes pursuant to sub-licensing agreements, as detailed above. The Adviser has entered into a license agreement with VettaFi LLC, pursuant to which the Adviser pays a fee to use the previously mentioned BRI Indexes. VettaFi LLC serves as calculation agent for the VettaFi LLC Indexes. No entity that creates, compiles, sponsors or maintains the VettaFi LLC Index is or will be an affiliated person (as defined in Section 2(a)(3) of the 1940 Act) or an affiliated person of an affiliated person, of the Trust, the Adviser, Sub-Adviser, the Distributor, or a promoter of the BRI Indexes.

The BRI Indexes are not sponsored, endorsed, sold or promoted by VettaFi LLC. VettaFi LLC makes no representation or warranty, express or implied, to the owners of the BRI Indexes or any member of the public regarding the advisability of trading in the BRI Indexes. VettaFi LLC’s only relationship to the Adviser or Sub-Adviser is the licensing of the VettaFi LLC Indexes which is determined, composed and calculated by VettaFi LLC without regard to the Adviser or Sub-Adviser. VettaFi LLC has no obligation to take the needs of the Adviser or Sub-Adviser into consideration in determining, composing or calculating the VettaFi LLC Indexes. VettaFi LLC is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of the BRI Indexes to be listed or in the determination or calculation of the equation by which the BRI Indexes are to be converted into cash. VettaFi LLC has no obligation or liability in connection with the administration, marketing or trading of the BRI Indexes.

Index performance prior to the first publish date has been back-tested applying the same methodology based on fundamental criteria combined with volatility weightings that was in effect when the Index was first published and is considered hypothetical. The Indexes are not sponsored by the Index Provider or its affiliates or its third-party licensors.

Certain of the Indexes, referred to herein as the Victory BRI Indexes, combine fundamental criteria with individual security risk control achieved through volatility weighting of individual securities. The index methodology used for the Victory BRI Indexes was originally developed by the Adviser. The Adviser may consult with the Index Provider from time to time concerning an Index methodology, but the Index Provider alone makes all decisions with respect to any changes to the methodology.

*Prior to April 30, 2020, the Victory US Large/Mid Cap Volatility Weighted BRI Index was called the Victory US Large Cap Volatility Weighted BRI Index.

INDEX REBALANCING AND MAINTENANCE

The Victory BRI Indexes are rebalanced semi-annually. The Calculation Agent maintains the Victory BRI Indexes throughout the year, which includes monitoring and adjustments for company additions and deletions, stock splits, corporate restructurings and other corporate actions. Corporate actions are generally implemented on the effective date of such corporate actions. A security also may be removed from the Victory BRI Indexes in between rebalancing in the event the security is liquidated, de-listed, the company files for bankruptcy or is acquired or the security no longer represents an investable asset. Upon deletion, the weight of the removed stock is reallocated proportionately to the remaining constituents. Additions are made only upon the effective date of the semi-annual rebalance and reconstitution.

SEMI-ANNUAL INDEX RECONSTITUTION DATES

Each Index is reconstituted periodically during the year according to a prescribed schedule. In conjunction with each reconstitution date, an Index’s rules are applied to its universe of publicly traded securities in order to determine which securities are eligible for inclusion in the Index. New securities are added to the Index only on reconstitution dates and only securities that comply

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with the Index methodology are eligible to be included in an Index. Securities that no longer meet eligibility for an Index on the reconstitution date are omitted. The Index Provider is solely responsible for the nature and extent of any reconstitution of any Index.

CHANGES TO THE INDEX METHODOLOGY

Each Index is governed by a rules-based methodology. To the extent possible, material changes to the methodology will be publicly disclosed to shareholders prior to implementation. The Index Provider is solely responsible for the nature and extent of any changes to any Index.

NO GUARANTEE OR WARRANTY; INDEX ERRORS

Neither the Adviser, Sub-Adviser, the Calculation Agent nor the Funds make any representation or warranty, express or implied, including without limitation to the Funds’ shareholders or any member of the public regarding the advisability of investing in securities generally or in the Funds particularly or the ability of the Victory BRI Indexes to track general stock market performance.

Neither Adviser, Sub-Adviser, the Calculation Agent nor the Funds guarantees the accuracy, completeness, or performance of the Victory BRI Indexes or the data included therein and shall have no liability in connection with the Victory BRI Indexes or their calculation, including any errors or omissions in calculating the Victory BRI Indexes. Errors with respect to the quality, accuracy and completeness of the data within the Victory BRI Indexes may occur from time to time and may not be identified and corrected for a period of time, if at all. Any gains, losses or costs to a Fund as a result of errors in its respective Victory BRI Index will be borne by the Fund.

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Section 4 |

Investment Practices, Instruments and Risks

Investment Practices

In addition to the principal investment strategies and the principal risks of the Funds described in the Prospectus, each Fund may, but will not necessarily, employ other investment practices and may be subject to additional risks which are described further below. Because the following is a combined description of investment strategies and risks for all of the Funds, certain strategies and/or risks described below may not apply to your Fund. Unless a strategy or policy described below is specifically prohibited with respect to a particular Fund by the investment restrictions listed in the Prospectus, under “Investment Policies and Limitations of the Funds” in this SAI, or by applicable law, a Fund may, but will not necessarily, engage in each of the practices described below.

The Funds may, following notice to their shareholders, take advantage of other investment practices that presently are not contemplated for use by the Funds or that currently are not available but that may be developed, to the extent such investment practices are both consistent with a Fund’s investment objective and are legally permissible for the Fund. Such investment practices, if they arise, may involve risks that exceed those involved in the activities described in a Fund’s Prospectus and this SAI.

Instruments and Risks

EQUITY SECURITIES

Equity securities in which a Fund invests include common stocks, preferred stocks and securities convertible into common stocks, such as convertible bonds, warrants, rights and options. The value of equity securities varies in response to many factors, including the activities and financial condition of individual companies, the business market in which individual companies compete and general market and economic conditions. Equity securities fluctuate in value, often based on factors unrelated to the value of the issuer of the securities, and such fluctuations can be significant.

COMMON STOCK

Common stock represents an equity (ownership) interest in a company, and usually possesses voting rights and earns dividends. Dividends on common stock are not fixed but are declared at the discretion of the issuer. Common stock generally represents the riskiest investment in a company. In addition, common stock generally has the greatest appreciation and depreciation potential because increases and decreases in earnings are usually reflected in a company’s stock price.

PREFERRED STOCK

A Fund may invest in preferred stock with no minimum credit rating. Preferred stock is a class of stock having a preference over common stock as to the payment of dividends and the recovery of investment should a company be liquidated, although preferred stock is usually junior to the debt securities of the issuer. Preferred stock typically does not possess voting rights and its market value may change based on changes in interest rates.

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 measures of a company’s worth.

CONVERTIBLE SECURITIES

A Fund may invest in convertible securities with no minimum credit rating. Convertible securities include fixed income securities that may be exchanged or converted into a predetermined number of shares of the issuer’s underlying common stock at the option of the holder during a specified period. Convertible securities may take the form of convertible preferred stock, convertible bonds or debentures, units consisting of “usable” bonds and warrants or a combination of the features of several of these

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securities. Convertible securities are senior to common stocks in an issuer’s capital structure, but are usually subordinated to similar non-convertible securities. While providing a fixed income stream (generally higher in yield than the income derivable from common stock but lower than that afforded by a similar nonconvertible security), a convertible security also gives an investor the opportunity, through its conversion feature, to participate in the capital appreciation of the issuing company depending upon a market price advance in the convertible security’s underlying common stock.

PARTICIPATION NOTES

A Fund may buy participation notes from a bank or broker-dealer (“issuer”) that entitle the Fund to a return measured by the change in value of an identified underlying security or basket of securities (collectively, the “underlying security”). Participation notes are typically used when a direct investment in the underlying security is restricted due to country-specific regulations. Investing in participation notes involves the same risks associated with a direct investment in the shares of the companies the notes seek to replicate. However, the performance results of participation notes will not replicate exactly the performance of the issuers or markets that the notes seek to replicate due to transaction costs and other expenses. In addition, participation notes are subject to counterparty risks. Participation notes may be considered illiquid.

WARRANTS

A Fund may invest in warrants. Warrants are options to purchase common stock at a specific price (usually at a premium above the market value of the optioned common stock at issuance) valid for a specific period of time. Warrants may have a life ranging from less than one year to twenty years, or they may be perpetual. However, most warrants have expiration dates after which they are worthless. In addition, a warrant is worthless if the market price of the common stock does not exceed the warrant’s exercise price during the life of the warrant. Warrants have no voting rights, pay no dividends, and have no rights with respect to the assets of the corporation issuing them. The percentage increase or decrease in the market price of the warrant may tend to be greater than the percentage increase or decrease in the market price of the optioned common stock. Warrants can provide a greater potential for profit or loss than an equivalent investment in the underlying security. Prices of warrants do not necessarily move in tandem with the prices of the underlying securities and therefore are highly volatile and speculative investments. If a warrant held by a Fund is not exercised by the date of its expiration, the Fund would lose the entire purchase price of the warrant.

DEPOSITARY RECEIPTS

A Fund may invest in sponsored and unsponsored depositary receipts, such as American Depositary Receipts (“ADRs”), which are receipts issued by an American bank or trust company evidencing ownership of underlying securities issued by a foreign issuer. ADRs, in registered form, are designed for use in U.S. securities markets. Unsponsored ADRs may be created without the participation of the foreign issuer. Holders of these ADRs generally bear all the costs of the ADR facility, whereas foreign issuers typically bear certain costs in a sponsored ADR. The bank or trust company depositary of an unsponsored ADR may be under no obligation to distribute shareholder communications received from the foreign issuer or to pass through voting rights. Many of the risks described below regarding foreign securities apply to investments in ADRs. Without limitation, a Fund may also invest in European Depositary Receipts (“EDRs”) and Global Depositary Receipts (“GDRs”). EDRs are receipts issued in Europe that evidence a similar ownership arrangement. GDRs are receipts issued throughout the world that evidence a similar arrangement.

Investments in depositary receipts may be less liquid and more volatile than the underlying securities in their primary trading market. If a depositary receipt is denominated in a different currency than its underlying securities, a Fund will be subject to the currency risk of both the investment in the depositary receipt and the underlying security. The values of depositary receipts may decline for a number of reasons relating to the issuers or sponsors of the depositary receipts, including, but not limited to, insolvency of the issuer or sponsor. Holders of depositary receipts may have limited or no rights to take action with respect to the underlying securities or to compel the issuer of the receipts to take action. The prices of depositary receipts may differ from the prices of securities upon which they are based.

A Fund may invest in unsponsored depositary receipts, which are issued by one or more depositaries without a formal agreement with the company that issues the underlying securities. Holders of unsponsored depositary receipts generally bear all the costs thereof, and the depositaries of unsponsored depositary receipts frequently are under no obligation to distribute shareholder communications received from the issuers of the underlying securities or to pass through voting rights with respect to the underlying securities. In addition, the issuers of the securities underlying unsponsored depositary receipts are not obligated to disclose material information to the market and, therefore, there may be less information available regarding such issuers and there may not be a correlation between such information and the market value of the depositary receipts.

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INCOME TRUSTS

A Fund may invest in income trusts which are investment trusts that hold assets that are income producing. The income is passed on to the “unitholders.” Each income trust has an operating risk based on its underlying business. The term may also be used to designate a legal entity, capital structure and ownership vehicle for certain assets or businesses. Shares or “trust units” are traded on securities exchanges just like stocks. Income is passed on to the investors, called unitholders, through monthly or quarterly distributions. Historically, distributions have typically been higher than dividends on common stocks. The unitholders are the beneficiaries of a trust, and their units represent their right to participate in the income and capital of the trust. Income trusts generally invest funds in assets that provide a return to the trust and its beneficiaries based on the cash flows of an underlying business. This return is often achieved through the acquisition by the trust of equity and debt instruments, royalty interests or real properties. The trust can receive interest, royalty or lease payments from an operating entity carrying on a business, as well as dividends and a return of capital.

Each income trust has an operating risk based on its underlying business; and, typically, the higher the yield, the higher the risk. They also have additional risk factors, including, but not limited to, poorer access to debt markets. Similar to a dividend paying stock, income trusts do not guarantee minimum distributions or even return of capital. If the business starts to lose money, the trust can reduce or even eliminate distributions; this is usually accompanied by sharp losses in a unit’s market value. Since the yield is one of the main attractions of income trusts, there is the risk that trust units will decline in value if interest rates offering in competing markets, such as in the cash/treasury market, increase. Interest rate risk is also present within the trusts themselves because they hold very long term capital assets (e.g. pipelines, power plants, etc.), and much of the excess distributable income is derived from a maturity (or duration) mismatch between the life of the asset, and the life of the financing associated with it. In an increasing interest rate environment, not only does the attractiveness of trust distributions decrease, but quite possibly, the distributions may themselves decrease, leading to a double whammy of both declining yield and substantial loss of unitholder value. Because most income is passed on to unitholders, rather than reinvested in the business, in some cases, a trust can become a wasting asset unless more equity is issued. Because many income trusts pay out more than their net income, the unitholder equity (capital) may decline over time. To the extent that the value of the trust is driven by the deferral or reduction of tax, any change in government tax regulations to remove the benefit will reduce the value of the trusts. Generally, income trusts also carry the same risks as dividend paying stocks that are traded on stock markets.

PUBLICLY TRADED PARTNERSHIPS

A Fund may invest in publicly traded partnerships (“PTPs”). PTPs are limited partnerships, the interests in which (known as “units”) are traded on public exchanges, just like corporate stock. PTPs are limited partnerships that provide an investor with a direct interest in a group of assets (generally, oil and gas properties). Publicly traded partnership units typically trade publicly, like stock, and thus may provide the investor more liquidity than ordinary limited partnerships. Publicly traded partnerships are also called master limited partnerships and public limited partnerships. A limited partnership has one or more general partners (they may be individuals, corporations, partnerships or another entity) which manage the partnership, and limited partners, which provide capital to the partnership but have no role in its management. When an investor buys units in a PTP, he or she becomes a limited partner. PTPs are formed in several ways. A non-traded partnership may decide to go public. Several non-traded partnerships may “roll up” into a single PTP. A corporation may spin off a group of assets or part of its business into a PTP of which it is the general partner, either to realize what it believes to be the assets’ full value or as an alternative to issuing debt. A corporation may fully convert to a PTP, although since 1986 the tax consequences have made this an unappealing option; or, a newly formed company may operate as a PTP from its inception.

There are different types of risks to investing in PTPs including regulatory risks and interest rate risks. Currently most partnerships enjoy pass through taxation of their income to partners, which avoids double taxation of earnings. If the government were to change PTP business tax structure, unitholders would not be able to enjoy the relatively high yields in the sector for long. In addition, PTP’s which charge government-regulated fees for transportation of oil and gas products through their pipelines are subject to unfavorable changes in government-approved rates and fees, which would affect a PTPs revenue stream negatively. PTPs also carry some interest rate risks. During increases in interest rates, PTPs may not produce decent returns to shareholders.

REAL ESTATE INVESTMENT TRUSTS

A Fund may invest in securities of real estate investment trusts (“REITs”). REITs are publicly traded corporations or trusts that specialize in acquiring, holding and managing residential, commercial or industrial real estate. A REIT is not taxed at the entity level on income distributed to its shareholders or unitholders if it distributes to shareholders or unitholders at least 95% of its taxable income for each taxable year and complies with regulatory requirements relating to its organization, ownership, assets and income.

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REITs generally can be classified as “Equity REITs”, “Mortgage REITs” and “Hybrid REITs.” An Equity REIT invests the majority of its assets directly in real property and derives its income primarily from rents and from capital gains on real estate appreciation, which are realized through property sales. A Mortgage REIT invests the majority of its assets in real estate mortgage loans and services its income primarily from interest payments. A Hybrid REIT combines the characteristics of an Equity REIT and a Mortgage REIT. Although a Fund can invest in all three kinds of REITs, its emphasis is expected to be on investments in Equity REITs.

Investments in the real estate industry involve particular risks. The real estate industry has been subject to substantial fluctuations and declines on a local, regional and national basis in the past and may continue to be in the future. Real property values and income from real property continue to be in the future. Real property values and income from real property may decline due to general and local economic conditions, overbuilding and increased competition, increases in property taxes and operating expenses, changes in zoning laws, casualty or condemnation losses, regulatory limitations on rents, changes in neighborhoods and in demographics, increases in market interest rates, or other factors. Factors such as these may adversely affect companies that own and operate real estate directly, companies that lend to such companies, and companies that service the real estate industry.

Investments in REITs also involve risks. Equity REITs will be affected by changes in the values of and income from the properties they own, while Mortgage REITs may be affected by the credit quality of the mortgage loans they hold. In addition, REITs are dependent on specialized management skills and on their ability to generate cash flow for operating purposes and to make distributions to shareholders or unitholders. REITs may have limited diversification and are subject to risks associated with obtaining financing for real property, as well as to the risk of self-liquidation. REITs also can be adversely affected by their failure to qualify for tax-free pass-through treatment of their income under the Internal Revenue Code of 1986, as amended, or their failure to maintain an exemption from registration under the 1940 Act. By investing in REITs indirectly through a Fund, a shareholder bears not only a proportionate share of the expenses of a Fund, but also may indirectly bear similar expenses of some of the REITs in which it invests.

FIXED INCOME/DEBT/BOND SECURITIES

It is anticipated that the Funds will be invested in equities rather than debt securities. The Adviser may, however, determine it is prudent to invest in debt securities described and explained in this section.

Yields on fixed income securities are dependent on a variety of factors, including the general conditions of the money market and other fixed income securities markets, the size of a particular offering, the maturity of the obligation and the rating of the issue. An investment in a Fund will be subjected to risk even if all fixed income securities in the Fund’s portfolio are paid in full at maturity. All fixed income securities, including U.S. Government securities, can change in value when there is a change in interest rates or the issuer’s actual or perceived creditworthiness or ability to meet its obligations.

There is normally an inverse relationship between the market value of securities sensitive to prevailing interest rates and actual changes in interest rates. In other words, an increase in interest rates produces a decrease in market value. The longer the remaining maturity (and duration) of a security, the greater will be the effect of interest rate changes on the market value of that security. 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 the debt securities of that issuer. Obligations of issuers of fixed income securities (including municipal securities) are subject to the provisions of bankruptcy, insolvency, and other laws affecting the rights and remedies of creditors, such as the Federal Bankruptcy Reform Act of 1978. In addition, the obligations of municipal issuers may become subject to laws enacted in the future by Congress, state legislatures, or referenda extending the time for payment of principal and/or interest, or imposing other constraints upon enforcement of such obligations or upon the ability of municipalities to levy taxes. Changes in the ability of an issuer to make payments of interest and principal and in the market’s perception of an issuer’s creditworthiness will also affect the market value of the debt securities of that issuer. The possibility exists, therefore, that, the ability of any issuer to pay, when due, the principal of and interest on its debt securities may become impaired.

The corporate debt securities in which a Fund may invest include corporate bonds and notes and short-term investments such as commercial paper and variable rate demand notes. Commercial paper (short-term promissory notes) is issued by companies to finance their or their affiliate’s current obligations and is frequently unsecured. Variable and floating rate demand notes are unsecured obligations typically redeemable upon not more than 30 days’ notice. These obligations include master demand notes that permit investment of fluctuating amounts at varying rates of interest pursuant to a 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.

A Fund may invest in debt securities, including non-investment grade debt securities. The following describes some of the risks associated with fixed income debt securities:

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Interest Rate Risk. Debt securities have varying levels of sensitivity to changes in interest rates. In general, the price of a debt security can fall when interest rates rise and can rise when interest rates fall. Securities with longer maturities and mortgage securities can be more sensitive to interest rate changes although they usually offer higher yields to compensate investors for the greater risks. The longer the maturity of the security, the greater the impact a change in interest rates could have on the security’s price. In addition, short-term and long-term interest rates do not necessarily move in the same amount or the same direction. Short-term securities tend to react to changes in short-term interest rates and long-term securities tend to react to changes in long-term interest rates.

Liquidity Risk. Rising interest rates may result in periods of volatility and increased redemptions. As a result of increased redemptions, a Fund may have to liquidate portfolio securities at disadvantageous prices and times, which could reduce a Fund’s return. A reduction in dealer market-making capacity in the fixed income markets that has occurred in recent years has the potential to decrease liquidity.

Credit Risk. Fixed income securities have speculative characteristics and changes in economic conditions or other circumstances and are more likely to lead to a weakened capacity of those issuers to make principal or interest payments, as compared to issuers of more highly rated securities.

Extension Risk. A Fund is subject to the risk that an issuer will exercise its right to pay principal on an obligation held by the Fund (such as mortgage-backed securities) later than expected. This may happen when there is a rise in interest rates. These events may lengthen the duration (i.e. interest rate sensitivity) and potentially reduce the value of these securities.

Prepayment Risk. Certain types of debt securities, such as mortgage-backed securities, have yield and maturity characteristics corresponding to underlying assets. Unlike traditional debt securities, which may pay a fixed rate of interest until maturity when the entire principal amount comes due, payments on certain mortgage-backed securities may include both interest and a partial payment of principal. Besides the scheduled repayment of principal, payments of principal may result from the voluntary prepayment, refinancing, or foreclosure of the underlying mortgage loans.

Securities subject to prepayment are less effective than other types of securities as a means of “locking in” attractive long-term interest rates. One reason is the need to reinvest prepayments of principal; another is the possibility of significant unscheduled prepayments resulting from declines in interest rates. These prepayments would have to be reinvested at lower rates. As a result, these securities may have less potential for capital appreciation during periods of declining interest rates than other securities of comparable maturities, although they may have a similar risk of decline in market value during periods of rising interest rates. Prepayments may also significantly shorten the effective maturities of these securities, especially during periods of declining interest rates. Conversely, during periods of rising interest rates, a reduction in prepayments may increase the effective maturities of these securities, subjecting them to a greater risk of decline in market value in response to rising interest rates than traditional debt securities, and, therefore, potentially increasing the volatility of the Fund.

At times, some of the mortgage-backed securities in which a Fund may invest will have higher than market interest rates and therefore will be purchased at a premium above their par value. Prepayments may cause losses in securities purchased at a premium, as unscheduled prepayments, which are made at par, will cause the Fund to experience a loss equal to any unamortized premium.

INTERNATIONAL AND FOREIGN DEBT SECURITIES.

International bonds include Yankee and Euro obligations, which are U.S. dollar-denominated international bonds for which the primary trading market is in the United States (“Yankee Bonds”), or for which the primary trading market is abroad (“Eurodollar Bonds”). International bonds also include Canadian and supranational agency bonds (e.g., those issued by the International Monetary Fund).

Investments in securities of foreign companies generally involve greater risks than are present in U.S. investments. Compared to U.S. companies, there generally is less publicly available information about foreign companies and there may be less governmental regulation and supervision of foreign stock exchanges, brokers and listed companies.

Foreign companies generally are not subject to uniform accounting, auditing and financial reporting standards, practices and requirements comparable to those prevalent in the U.S. Securities of some foreign companies are less liquid, and their prices more volatile, than securities of comparable U.S. companies. Settlement of transactions in some foreign markets may be delayed or may be less frequent than in the U.S., which could affect the liquidity of a Fund’s investment.

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In addition, with respect to some foreign countries, there is the possibility of nationalization, expropriation, or confiscatory taxation; limitations on the removal of securities, property, or other assets of a Fund; political or social instability; increased difficulty in obtaining legal judgments; or diplomatic developments that could affect U.S. investments in those countries. The Adviser will take such factors into consideration in managing a Fund’s investments.

Since most foreign debt securities are not rated, a Fund will invest in those foreign debt securities based on the Sub-Adviser’s analysis without relying on published ratings. Achievement of a Fund’s goals, therefore, may depend more upon the abilities of the Sub-Adviser than would otherwise be the case. The value of the foreign debt securities held by a Fund, and thus the net asset value of a Fund’s shares, generally will fluctuate with (a) changes in the perceived creditworthiness of the issuers of those securities, (b) movements in interest rates, and (c) changes in the relative values of the currencies in which a Fund’s investments in debt securities are denominated with respect to the U.S. dollar. The extent of the fluctuation will depend on various factors, such as the average maturity of a Fund’s investments in foreign debt securities, and the extent to which a Fund hedges its interest rate, credit and currency exchange rate risks. A longer average maturity generally is associated with a higher level of volatility in the market value of such securities in response to changes in market conditions. In the event of default, there may be limited or no legal recourse in that, generally, remedies for defaults must be pursued in the courts of the defaulting party.

CERTIFICATES OF DEPOSIT AND BANKERS’ ACCEPTANCES

Certificates of deposit are receipts issued by a depository institution in exchange for the deposit of funds. The issuer agrees to pay the amount deposited plus interest to the bearer of the receipt on the date specified on the certificate. The certificate usually can be traded in the secondary market prior to maturity.

A Fund may invest in insured bank obligations. The Federal Deposit Insurance Corporation (“FDIC”) insures the deposits of federally insured banks and savings and loan associations (collectively referred to as “banks”) up to $250,000. A Fund may purchase bank obligations that are fully insured as to principal by the FDIC. Currently, to remain fully insured as to principal, these investments must be limited to $250,000 per bank; if the principal amount and accrued interest together exceed $250,000, the excess principal and accrued interest will not be insured. Insured bank obligations may have limited marketability.

Bankers’ acceptances typically arise from short-term credit arrangements designed to enable businesses to obtain funds to finance commercial transactions. Generally, an acceptance is a time draft drawn on a bank by an exporter or an importer to obtain a stated amount of funds to pay for specific merchandise. The draft is then “accepted” by a bank that, in effect, unconditionally guarantees to pay the face value of the instrument on its maturity date. The acceptance may then be held by the accepting bank as an earning asset or it may be sold in the secondary market at the going rate of discount for a specific maturity. Although maturities for acceptances can be as long as 270 days, most acceptances have maturities of six months or less.

TIME DEPOSITS AND VARIABLE RATE NOTES

A Fund may invest in fixed time deposits, whether or not subject to withdrawal penalties. The commercial paper obligations, which the Fund may buy are unsecured and may include variable rate notes. The nature and terms of a variable rate note (i.e., a “Master Note”) permit the Fund to invest fluctuating amounts at varying rates of interest pursuant to a direct arrangement between the Fund as Lender, and the issuer, as borrower. It permits daily changes in the amounts borrowed. A Fund has the right at any time to increase, up to the full amount stated in the note agreement, or to decrease the amount outstanding under the note. The issuer may prepay at any time and without penalty any part of or the full amount of the note. The note may or may not be backed by one or more bank letters of credit. Because these notes are direct lending arrangements between the Fund and the issuer, it is not generally contemplated that they will be traded; moreover, there is currently no secondary market for them. Except as specifically provided in the Prospectus, there is no limitation on the type of issuer from whom these notes may be purchased; however, in connection with such purchase and on an ongoing basis, the Adviser will consider the earning power, cash flow and other liquidity ratios of the issuer, and its ability to pay principal and interest on demand, including a situation in which all holders of such notes made demand simultaneously. Variable rate notes are subject to the Fund’s investment restriction on illiquid securities unless such notes can be put back to the issuer on demand within seven days.

COMMERCIAL PAPER

A Fund may purchase commercial paper. Commercial paper consists of short-term (usually from 1 to 270 days) unsecured promissory notes issued by corporations in order to finance their current operations. It may be secured by letters of credit, a surety bond or other forms of collateral. Commercial paper is usually repaid at maturity by the issuer from the proceeds of the issuance of new commercial paper. As a result, investment in commercial paper is subject to the risk the issuer cannot issue enough new commercial paper to satisfy its outstanding commercial paper, also known as rollover risk. Commercial paper may become illiquid or may suffer from reduced liquidity in certain circumstances. Like all fixed income securities, commercial paper prices are susceptible

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to fluctuations in interest rates. If interest rates rise, commercial paper prices will decline. The short-term nature of a commercial paper investment makes it less susceptible to interest rate risk than many other fixed income securities because interest rate risk typically increases as maturity lengths increase. Commercial paper tends to yield smaller returns than longer-term corporate debt because securities with shorter maturities typically have lower effective yields than those with longer maturities. As with all fixed income securities, there is a chance that the issuer will default on its commercial paper obligation.

REPURCHASE AGREEMENTS

A Fund may enter into repurchase agreements. In a repurchase agreement, an investor (such as the Fund) purchases a security (known as the “underlying security”) from a securities dealer or bank. Any such dealer or bank must be deemed creditworthy by the Adviser. At that time, the bank or securities dealer agrees to repurchase the underlying security at a mutually agreed upon price on a designated future date. The repurchase price may be higher than the purchase price, the difference being income to the Fund, or the purchase and repurchase prices may be the same, with interest at an agreed upon rate due to the Fund on repurchase. In either case, the income to the Fund generally will be unrelated to the interest rate on the underlying securities. Repurchase agreements must be “fully collateralized,” in that the market value of the underlying securities (including accrued interest) must at all times be equal to or greater than the repurchase price. Therefore, a repurchase agreement can be considered a loan collateralized by the underlying securities.

Repurchase agreements are generally for a short period of time, often less than a week, and will generally be used by a Fund to invest excess cash or as part of a temporary defensive strategy. Repurchase agreements that do not provide for payment within seven days will be treated as illiquid securities. In the event of a bankruptcy or other default by the seller of a repurchase agreement, the Fund could experience both delays in liquidating the underlying security and losses. These losses could result from: (a) possible decline in the value of the underlying security while the Fund is seeking to enforce its rights under the repurchase agreement; (b) possible reduced levels of income or lack of access to income during this period; and (c) expenses of enforcing its rights.

SECURITIES OF OTHER INVESTMENT COMPANIES

General. Except as described in the following paragraphs, each Fund currently intends to limit its investments in securities issued by other investment companies so that, as determined immediately after a purchase of such securities is made: (1) not more than 5% of the value of a Fund’s total assets will be invested in the securities of any one investment company; (2) not more than 10% of the value of its total assets will be invested in the aggregate in securities of investment companies as a group; and (3) not more than 3% of the outstanding voting stock of any one investment company will be owned by a Fund.

A Fund may also purchase and redeem shares issued by a money market fund without limit, provided that either: (1) the Fund pays no “sales charge” or “service fee” (as each of those terms is defined in the FINRA Conduct Rules); or (2) the Adviser waives its Advisory fee in an amount necessary to offset any such sales charge or service fee.

Pursuant to an order issued by the SEC exempting certain exchange-traded funds (“ETFs”) from Section 12(d)(1) of the 1940 Act (SEC Order and Rule 12d1-4 under the 1940 Act), in addition to procedures approved by the Board, each Fund may invest in such ETFs in excess of the 5% and 10% limits described above, provided that the Fund complies with relevant regulatory conditions enters into a participation agreement and any other applicable investment limitations.

As a shareholder of an investment company, a Fund indirectly will bear its proportionate share of any management fees and other expenses paid by such investment company in addition to the fees and expenses a Fund bears directly in connection with its own operations. These securities represent interests in professionally managed portfolios that may invest in various types of instruments pursuant to a wide range of investment styles. A Fund would also bear the risk of all of the underlying investments held by the other investment company. An investment company may not achieve its investment objective.

Exchange-Traded Funds (“ETFs”) are investment companies whose primary objective is to achieve the same rate of return as a particular market index or commodity while trading throughout the day on an exchange. Certain ETFs are actively managed portfolios rather than being based upon an underlying index. ETF shares are sold initially in the primary market in units of 50,000 or more (“creation units”). A creation unit represents a bundle of securities or commodities that replicates, or is a representative sample of, a particular index or commodity and that is deposited with the ETF. Once owned, the individual shares comprising each creation unit are traded on an exchange in secondary market transactions for cash. The secondary market for ETF shares allows them to be readily converted into cash, like commonly traded stocks. The combination of primary and secondary markets permits ETF shares to be traded throughout the day close to the value of the ETF’s underlying portfolio securities. A Fund would purchase and sell individual shares of ETFs in the secondary market. These secondary market transactions require the payment of commissions.

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Unit Investment Trusts (“UITs”) are investment companies that hold a fixed portfolio of securities until the fixed maturity date of the UIT. A Fund would generally only purchase UITs in the secondary market for cash, which would result in the payment of commissions.

Risk Factors Associated with Investments in ETFs and UITs. ETF and UIT shares are subject to the same risk of price fluctuation due to supply and demand as any other stock traded on an exchange, which means that a Fund could receive less from the sale of shares of an ETF or UIT it holds than it paid at the time it purchased those shares. Furthermore, there may be times when the exchange halts trading, in which case a Fund owning ETF or UIT shares would be unable to sell them until trading is resumed. There can be no assurance that an ETF or UIT will continue to meet the listing requirements of the exchange or that an active secondary market will develop for shares. In addition, because ETFs and UITs invest in a portfolio of common stocks or other instruments or commodities, the value of an ETF or UIT could decline if prices of those instruments or commodities decline. An overall decline of those instruments or commodities comprising an ETF’s or UIT’s benchmark index could have a greater impact on the ETF or UIT and investors than might be the case in an investment company with a more widely diversified portfolio.

Losses could also occur if the ETF or UIT is unable to replicate the performance of the chosen benchmark index. There may be times when the market price for an ETF or UIT and its NAV vary significantly, and a Fund may pay more than (premium) or less than (discount) NAV when buying shares on the secondary market. The market price of an ETF’s or UIT’s shares includes a “bid-ask spread” charged by the exchange specialists, market makers or other participants that trade the particular security. In times of severe market disruption, the bid-ask spread often increases significantly. This means that the shares may trade at a discount to NAV and the discount is likely to be greatest when the price of shares is falling fastest.

Other risks associated with ETFs and UITs include the possibility that: (i) an ETF’s or UIT’s distributions may decline if the issuers of the ETF’s or UIT’s portfolio securities fail to continue to pay dividends; and (ii) under certain circumstances, an ETF or UIT could be terminated. Should termination occur, the ETF or UIT could have to liquidate its portfolio securities when the prices for those securities are falling. In addition, inadequate or irregularly provided information about an ETF or UIT or its investments, because ETFs and UITs are generally passively managed, could expose investors in ETFs and UITs to unknown risks. Actively managed ETFs are also subject to the risk of underperformance relative to their chosen benchmark.

FOREIGN SECURITIES

General. A Fund may invest in foreign securities and ETFs and other investment companies that hold a portfolio of foreign securities. Investing in securities of foreign companies and countries involves certain considerations and risks that are not typically associated with investing in U.S. government securities and securities of domestic companies. There may be less publicly available information about a foreign issuer than a domestic one, and foreign companies are not generally subject to uniform accounting, auditing and financial standards and requirements comparable to those applicable to U.S. companies. There may also be less government supervision and regulation of foreign securities exchanges, brokers and listed companies than exists in the United States. Interest and dividends paid by foreign issuers may be subject to withholding and other foreign taxes, which may decrease the net return on such investments as compared to dividends and interest paid to a Fund by domestic companies or the U.S. government. There may be the possibility of expropriations, seizure or nationalization of foreign deposits, confiscatory taxation, political, economic or social instability or diplomatic developments that could affect assets of a Fund held in foreign countries. Finally, the establishment of exchange controls or other foreign governmental laws or restrictions could adversely affect the payment of obligations.

To the extent a Fund’s currency exchange transactions do not fully protect the Fund against adverse changes in currency exchange rates, decreases in the value of currencies of the foreign countries in which the Fund will invest relative to the U.S. dollar will result in a corresponding decrease in the U.S. dollar value of the Fund’s assets denominated in those currencies (and possibly a corresponding increase in the amount of securities required to be liquidated to meet distribution requirements). Conversely, increases in the value of currencies of the foreign countries in which a Fund invests relative to the U.S. dollar will result in a corresponding increase in the U.S. dollar value of the Fund’s assets (and possibly a corresponding decrease in the amount of securities to be liquidated).

Emerging Markets Securities. A Fund may purchase securities of emerging market issuers and ETFs and other investment companies that invest in emerging market securities. Investing in emerging market securities imposes risks different from, or greater than, risks of investing in foreign developed countries. These risks include: smaller market capitalization of securities markets, which may suffer periods of relative illiquidity; significant price volatility; restrictions on foreign investment; and possible repatriation of investment income and capital. In addition, foreign investors may be required to register the proceeds of sales. Future economic or political crises could lead to price controls, forced mergers, expropriation or confiscatory taxation, seizure, nationalization, or creation of government monopolies. The currencies of emerging market countries may experience significant declines against the U.S. dollar,

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and devaluation may occur subsequent to investments in these currencies by a Fund. Inflation and rapid fluctuations in inflation rates have had, and may continue to have, negative effects on the economies and securities markets of certain emerging market countries.

Additional risks of emerging markets securities may include: greater social, economic and political uncertainty and instability; more substantial governmental involvement in the economy; less governmental supervision and regulation; unavailability of currency hedging techniques; companies that are newly organized and small; differences in auditing and financial reporting standards, which may result in unavailability of material information about issuers; and less developed legal systems. In addition, emerging securities markets may have different clearance and settlement procedures, which may be unable to keep pace with the volume of securities transactions or otherwise make it difficult to engage in such transactions. Settlement problems may cause a Fund to miss attractive investment opportunities, hold a portion of its assets in cash pending investment, or be delayed in disposing of a portfolio security. Such a delay could result in possible liability to a purchaser of the security.

Investing through Stock Connect. Certain of the Funds may invest in developing markets through trading structures or protocols that subject them to certain risks (such as risks associated with illiquidity, custody of assets, different settlement and clearance procedures, asserting legal title under developing legal and regulatory regimes and other risks) to a greater degree than in developed markets or even other developing markets. For example, a Fund may invest in certain eligible (non-China State-Owned) Chinese securities (“China A-Shares”) listed and traded on Chinese stock exchanges such as the Shanghai Stock Exchange (“SSE”) through the Hong Kong—Shanghai Stock Connect (“Stock Connect”) program. Stock Connect is a securities trading and clearing program developed by the Hong Kong Stock Exchange (“SEHK”), SSE, Hong Kong Securities Clearing Company Limited and China Securities Depository and Clearing Corporation Limited for the establishment of mutual market access between SEHK and SSE. Stock Connect is subject to regulations promulgated by regulatory authorities for both SSE and SEHK. Further regulations or restrictions, such as limitations on redemptions or suspension of trading, may adversely affect Stock Connect and the value of the China A-Shares held by a Fund. There is no guarantee that the systems required to operate Stock Connect will function properly or will continue to be adapted to changes and developments in both markets or that both exchanges will continue to support Stock Connect in the future. In the event that the relevant systems do not function properly, trading through Stock Connect could be disrupted.

Although trading through Stock Connect is not subject to individual investment quotas, daily and aggregate investment quotas apply to the aggregate volume of trading on Stock Connect, which may restrict or preclude a Fund’s ability to invest in Stock Connect securities or to enter into or exit trades on a timely basis. In addition, Stock Connect securities generally may not be sold, purchased or otherwise transferred other than through Stock Connect pursuant to the program’s rules, which may further subject a Fund to liquidity risk in respect of China A-Shares. Stock Connect can only operate when both Chinese and Hong Kong markets are open for trading and when banking services are available in both markets on the corresponding settlement days. As a result, if either or both of these markets are closed on a U.S. trading day, a Fund may not be able to dispose of its China A-Shares in a timely manner, which could adversely affect the Fund’s performance. Because of the way in which China A-Shares are held through Stock Connect, a Fund may not be able to exercise the rights of a shareholder and may be limited in its ability to pursue claims against the issuer of a security, and may suffer losses in the event the depository of the SSE becomes insolvent. Only certain China A shares are eligible to be accessed through Stock Connect. Such securities may lose their eligibility at any time, in which case they presumably could be sold but could no longer be purchased through Stock Connect. Investments in China A-shares may not be covered by the securities investor protection programs of either exchange and, without the protection of such programs, will be subject to the risk of default by the broker.

Special Risk Considerations of Investing in China. As a part of Excluded Securities, the Funds will not invest in China-State Owned securities. Investing in securities of Chinese issuers involves certain risks and considerations not typically associated with investing in securities of U.S. issuers, including, among others, more frequent trading suspensions and government interventions (including by nationalization of assets), currency exchange rate fluctuations or blockages, limits on the use of brokers and on foreign ownership, different financial reporting standards, higher dependence on exports and international trade, potential for increased trade tariffs, sanctions, embargoes and other trade limitations, custody risks, and potential adverse tax consequences. U.S. sanctions or other investment restrictions could preclude a Fund from investing in certain Chinese issuers or cause a Fund to sell investments at a disadvantageous time. Significant portions of the Chinese securities markets may become rapidly illiquid, as Chinese issuers have the ability to suspend the trading of their equity securities and have shown a willingness to exercise that option in response to market volatility and other events.

The government of China provided new guidance to and placed restrictions on China-based companies raising capital offshore, including through associated offshore shell companies. These developments include government-led cybersecurity reviews of certain companies raising capital through offshore entities. In a number of sectors in China in which a Fund may invest, companies are not allowed to have foreign ownership and cannot directly list on exchanges outside of China. To raise money on such

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exchanges, many China-based operating companies are structured as Variable Interest Entities (“VIEs”). In such an arrangement, a China-based operating company often establishes an offshore shell company in another jurisdiction to issue stock to public shareholders. That shell company enters into service and other contracts with the China-based operating company, then issues shares on a foreign exchange, such as the NYSE. While the shell company has no equity ownership in the China-based operating company, for accounting purposes the shell company is able to consolidate the operating company into its financial statements. For an investor such as a Fund, this arrangement creates “exposure” to the China-based operating company, though only through a series of service contracts and other contracts.

Uncertainty about future actions by the government of China could significantly affect the operating company’s financial performance and the enforceability of the contractual arrangements. The government of China could determine at any time and without notice that the underlying contractual arrangements on which control of the VIE is based violate Chinese law. In addition, if either the China-based company (or its officers, directors, or Chinese equity owners) breach those contracts with the U.S.-listed shell company, or Chinese law changes in a way that affects the enforceability of these arrangements, or those contracts are otherwise not enforceable under Chinese law, investors, such as a Fund, may suffer significant losses with little or no recourse available. Moreover, if the parties to these contracts do not meet their obligations as intended or there are effects on the enforceability of these arrangements from changes in Chinese law or practice, the U.S.-listed company may lose control over the China-based company, and investments in its securities may suffer significant economic losses. Additional risks, among others, could entail that a breach of the contractual agreements between the U.S.-listed company and the China-based VIE (or its officers, directors, or Chinese equity owners) will likely be subject to Chinese law and jurisdiction, and investments in the U.S.-listed company may be affected by conflicts of interest and duties between the legal owners of the China-based VIE and the stockholders of the U.S.-listed company.

DERIVATIVES

The use of derivatives is a highly specialized activity that can involve investment techniques and risks different from, and in some respects greater than, those associated with investing in more traditional investments such as stocks and bonds. Derivatives may have a return that is tied to a formula based upon an interest rate, index or other measurement, which may differ from the return of a simple security of the same maturity. A formula may have a cap or other limitation on the rate of interest to be paid. Derivatives may have varying degrees of volatility at different times, or under different market conditions, and may perform in unanticipated ways. New regulation of derivatives may make them more costly, or may otherwise adversely affect their liquidity, value or performance.

Under Rule 18f-4, “Derivatives Transactions” include the following: (1) any swap, security-based swap (including a contract for differences), futures contract, forward contract, option (excluding purchased options), any combination of the foregoing, or any similar instrument, under which the Fund is or may be required to make any payment or delivery of cash or other assets during the life of the instrument or at maturity or early termination, whether as margin or settlement payment or otherwise; (2) any short sale borrowing; (3) reverse repurchase agreements and similar financing transactions (e.g., recourse and non-recourse tender option bonds, and borrowed bonds), if the Fund elects to treat these transactions as Derivatives Transactions under Rule 18f-4; and (4) when-issued or forward-settling securities (e.g., firm and standby commitments, including to-be-announced (“TBA”) commitments, and dollar rolls) and non-standard settlement cycle securities, if a Fund does not intend to physically settle the transaction within 35 days of its trade date.

Unless a Fund is relying on the Limited Derivatives User Exception (as defined below), a Fund must comply with Rule 18f-4 with respect to its Derivatives Transactions. Rule 18f-4, among other things, requires the Funds to adopt and implement a comprehensive written derivatives risk management program (“DRMP”) and comply with a relative or absolute limit on Fund leverage risk calculated based on value-at-risk (“VaR”). The DRMP is administered by a “derivatives risk manager,” who is appointed by the Board, including a majority of Independent Trustees, and periodically reviews the DRMP and reports to the Board.

Rule 18f-4 provides an exception from the DRMP, VaR limit and certain other requirements if a Fund’s “derivatives exposure” (as defined in Rule 18f-4) is limited to 10% of its net assets (as calculated in accordance with Rule 18f-4) and the Fund adopts and implements written policies and procedures reasonably designed to manage its derivatives risks (the “Limited Derivatives User Exception”). As of the date of this SAI, all Funds except the Market Neutral Fund rely on the Limited Derivatives User Exception.

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OPTIONS

A Fund may purchase and write (i.e., sell) put and call options. Such options may relate to particular securities, stock indices, other index, reference asset or reference item and may or may not be listed on a domestic or foreign securities exchange and may or may not be issued by the Options Clearing Corporation. Options trading is a highly specialized activity that entails greater than ordinary investment risk. Options may be more volatile than the underlying instruments, and therefore, on a percentage basis, an investment in options may be subject to greater fluctuation than an investment in the underlying instruments themselves.

A call option for a particular security gives the purchaser of the option the right to buy, and the writer (seller) the obligation to sell, the underlying security at the stated exercise price at any time prior to the expiration of the option, regardless of the market price of the security. The premium paid to the writer is in consideration for undertaking the obligation under the option contract. A put option for a particular security gives the purchaser the right to sell the security at the stated exercise price at any time prior to the expiration date of the option, regardless of the market price of the security.

Stock index options are put options and call options on various stock indices. In most respects, they are identical to listed options on common stocks. The primary difference between stock options and index options occurs when index options are exercised. In the case of stock options, the underlying security, common stock, is delivered. However, upon the exercise of an index option, settlement does not occur by delivery of the securities comprising the index. The option holder who exercises the index option receives an amount of cash if the closing level of the stock index upon which the option is based is greater than, in the case of a call, or less than, in the case of a put, the exercise price of the option. This amount of cash is equal to the difference between the closing price of the stock index and the exercise price of the option expressed in dollars times a specified multiple. A stock index fluctuates with changes in the market value of the stocks included in the index. For example, some stock index options are based on a broad market index, such as the S&P 500^® Index or the Value Line Composite Index or a narrower market index, such as the S&P 100^®.

Indices may also be based on an industry or market segment, such as the AMEX Oil and Gas Index or the Computer and Business Equipment Index. Options on stock indices are currently traded on the Chicago Board Options Exchange, the New York Stock Exchange, the American Stock Exchange, the Pacific Stock Exchange and the Philadelphia Stock Exchange.

A Fund’s obligation to sell an instrument subject to a call option written by it, or to purchase an instrument subject to a put option written by it, may be terminated prior to the expiration date of the option by the Fund’s execution of a closing purchase transaction, which is effected by purchasing on an exchange an option of the same series (i.e., same underlying instrument, exercise price and expiration date) as the option previously written. A closing purchase transaction will ordinarily be effected to realize a profit on an outstanding option, to prevent an underlying instrument from being called, to permit the sale of the underlying instrument or to permit the writing of a new option containing different terms on such underlying instrument. The cost of such a liquidation purchase plus transactions costs may be greater than the premium received upon the original option, in which event a Fund will have paid a loss in the transaction. There is no assurance that a liquid secondary market will exist for any particular option. An option writer unable to effect a closing purchase transaction will not be able to sell the underlying instrument or liquidate the assets held in a segregated account, as described below, until the option expires or the optioned instrument is delivered upon exercise. In such circumstances, the writer will be subject to the risk of market decline or appreciation in the instrument during such period.

If an option purchased by a Fund expires unexercised, the Fund realizes a loss equal to the premium paid. If the Fund enters into a closing sale transaction on an option purchased by it, the Fund will realize a gain if the premium received by the Fund on the closing transaction is more than the premium paid to purchase the option, or a loss if it is less. If an option written by the Fund expires on the stipulated expiration date or if the Fund enters into a closing purchase transaction, it will realize a gain (or loss if the cost of a closing purchase transaction exceeds the net premium received when the option is sold). If an option written by the Fund is exercised, the proceeds of the sale will be increased by the net premium originally received and the Fund will realize a gain or loss.

Certain Risks Regarding Options. There are several risks associated with transactions in options. For example, there are significant differences between the securities and options markets that could result in an imperfect correlation between these markets, causing a given transaction not to achieve its objectives. In addition, a liquid secondary market for particular options, whether traded over-the-counter or on an exchange, may be absent for reasons which include the following: there may be insufficient trading interest in certain options; restrictions may be imposed by an exchange on opening transactions or closing transactions or both; trading halts, suspensions or other restrictions may be imposed with respect to particular classes or series of options or underlying securities or currencies; unusual or unforeseen circumstances may interrupt normal operations on an exchange; the facilities of an exchange or the Options Clearing Corporation may not at all times be adequate to handle current trading value; or one or more exchanges could, for economic or other reasons, decide or be compelled at some future date to discontinue the

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trading of options (or a particular class or series of options), in which event the secondary market on that exchange (or in that class or series of options) would cease to exist, although outstanding options that had been issued by the Options Clearing Corporation as a result of trades on that exchange would continue to be exercisable in accordance with their terms.

Successful use by a Fund of options on stock indices will be subject to the ability of the Sub-Adviser to correctly predict movements in the directions of the stock market. This requires different skills and techniques than predicting changes in the prices of individual securities. In addition, a fund’s ability to effectively hedge all or a portion of the securities in its portfolio, in anticipation of or during a market decline, through transactions in put options on stock indices, depends on the degree to which price movements in the underlying index correlate with the price movements of the securities held by the Fund. Inasmuch as a Fund’s securities will not duplicate the components of an index, the correlation will not be perfect. Consequently, the Fund bears the risk that the prices of its securities being hedged will not move in the same amount as the prices of its put options on the stock indices. It is also possible that there may be a negative correlation between the index and the Fund’s securities that would result in a loss on both such securities and the options on stock indices acquired by the Fund.

The hours of trading for options may not conform to the hours during which the underlying securities are traded. To the extent that the options markets close before the markets for the underlying securities, significant price and rate movements can take place in the underlying markets that cannot be reflected in the options markets. The purchase of options is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. The purchase of stock index options involves the risk that the premium and transaction costs paid by a Fund in purchasing an option will be lost as a result of unanticipated movements in prices of the securities comprising the stock index on which the option is based.

There is no assurance that a liquid secondary market on an options exchange will exist for any particular option, or at any particular time, and for some options no secondary market on an exchange or elsewhere may exist. If a Fund is unable to close out a call option on securities that it has written before the option is exercised, the Fund may be required to purchase the optioned securities in order to satisfy its obligation under the option to deliver such securities. If a Fund is unable to effect a closing sale transaction with respect to options on securities that it has purchased, it would have to exercise the option in order to realize any profit and would incur transaction costs upon the purchase and sale of the underlying securities.

Cover for Options Positions. Transactions using options (other than options that a Fund has purchased) expose the Fund to an obligation to another party. The Fund will not enter into any such transactions unless it owns either (i) an offsetting (“covered”) position in securities or other options or (ii) cash or liquid securities with a value sufficient at all times to cover its potential obligations not covered as provided in (i) above.

Options on Futures Contracts. A Fund may purchase and sell options on the same types of futures in which it may invest. Options on futures are similar to options on underlying instruments except that options on futures give the purchaser the right, in return for the premium paid, to assume a position in a futures contract (a long position if the option is a call and a short position if the option is a put), rather than to purchase or sell the futures contract, at a specified exercise price at any time during the period of the option. Upon exercise of the option, the delivery of the futures position by the writer of the option to the holder of the option will be accompanied by the delivery of the accumulated balance in the writer’s futures margin account which represents the amount by which the market price of the futures contract, at exercise, exceeds (in the case of a call) or is less than (in the case of a put) the exercise price of the option on the futures contract. Purchasers of options who fail to exercise their options prior to the exercise date suffer a loss of the premium paid.

Dealer Options. A Fund may engage in transactions involving dealer options as well as exchange-traded options. Certain additional risks are specific to dealer options. While the Fund might look to a clearing corporation to exercise exchange-traded options, if the Fund were to purchase a dealer option it would need to rely on the dealer from which it purchased the option to perform if the option were exercised. Failure by the dealer to do so would result in the loss of the premium paid by the Fund as well as loss of the expected benefit of the transaction.

Exchange-traded options generally have a continuous liquid market while dealer options may not. Consequently, a Fund may generally be able to realize the value of a dealer option it has purchased only by exercising or reselling the option to the dealer who issued it. Similarly, when a Fund writes a dealer option, it may generally be able to close out the option prior to its expiration only by entering into a closing purchase transaction with the dealer to whom the Fund originally wrote the option. While a Fund will seek to enter into dealer options only with dealers who will agree to and which are expected to be capable of entering into closing transactions with the Fund, there can be no assurance that the Fund will at any time be able to liquidate a dealer option at a favorable price at any time prior to expiration. Unless a Fund, as a covered dealer call option writer, is able to effect a closing purchase transaction, it will not be able to liquidate securities (or other assets) used as cover until the option expires or is exercised. In the event of insolvency of the other party, the Fund may be unable to liquidate a dealer option. With respect to options written by the Fund, the inability to enter into a closing transaction may result in material losses to the Fund

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The Staff of the SEC has taken the position that purchased dealer options are illiquid securities. A Fund may treat the cover used for written dealer options as liquid if the dealer agrees that the Fund may repurchase the dealer option it has written for a maximum price to be calculated by a predetermined formula. In such cases, the dealer option would be considered illiquid only to the extent the maximum purchase price under the formula exceeds the intrinsic value of the option. Accordingly, a Fund will treat dealer options as subject to the Fund’s limitation on illiquid securities. If the SEC changes its position on the liquidity of dealer options, the Fund will change its treatment of such instruments accordingly.

A Fund may purchase covered spread options from securities dealers. These covered spread options are not presently exchange-listed or exchange-traded. The purchase of a spread option gives the Fund the right to put securities that it owns at a fixed dollar spread or fixed yield spread in relationship to another security that the Fund does not own, but which is used as a benchmark. The risk to a Fund, in addition to the risks of dealer options described above, is the cost of the premium paid as well as any transaction costs. The purchase of spread options will be used to protect the Fund against adverse changes in prevailing credit quality spreads, i.e., the yield spread between high quality and lower quality securities. This protection is provided only during the life of the spread options.

Spread Transactions. A Fund may purchase covered spread options from securities dealers. These covered spread options are not presently exchange-listed or exchange-traded. The purchase of a spread option gives the Fund the right to put securities that it owns at a fixed dollar spread or fixed yield spread in relationship to another security that the Fund does not own, but which is used as a benchmark. The risk to a Fund, in addition to the risks of dealer options described above, is the cost of the premium paid as well as any transaction costs. The purchase of spread options will be used to protect the Fund against adverse changes in prevailing credit quality spreads, i.e., the yield spread between high quality and lower quality securities. This protection is provided only during the life of the spread options.

FUTURES CONTRACTS

A futures contract provides for the future sale by one party and purchase by another party of a specified amount of a specific financial instrument (e.g., units of a stock index or reference item such as stock volatility) for a specified price, date, time and place designated at the time the contract is made. Brokerage fees are paid when a futures contract is bought or sold and margin deposits must be maintained. Entering into a contract to buy is commonly referred to as buying or purchasing a contract or holding a long position. Entering into a contract to sell is commonly referred to as selling a contract or holding a short position.

Unlike when a Fund purchases or sells a security, no price would be paid or received by the Fund upon the purchase or sale of a futures contract. Upon entering into a futures contract, and to maintain the Fund’s open positions in futures contracts, the Fund would be required to deposit with its custodian or futures broker in a segregated account in the name of the futures broker an amount of cash, U.S. government securities, suitable money market instruments, or other liquid securities, known as “initial margin.” The margin required for a particular futures contract is set by the exchange on which the contract is traded, and may be significantly modified from time to time by the exchange during the term of the contract. Futures contracts are customarily purchased and sold on margins that may range upward from less than 5% of the value of the contract being traded.

If the price of an open futures contract changes (by increase in underlying instrument or index in the case of a sale or by decrease in the case of a purchase) so that the loss on the futures contract reaches a point at which the margin on deposit does not satisfy margin requirements, the broker will require an increase in the margin. However, if the value of a position increases because of favorable price changes in the futures contract so that the margin deposit exceeds the required margin, the broker will pay the excess to a Fund.

These subsequent payments, called “variation margin,” to and from the futures broker, are made on a daily basis as the price of the underlying assets fluctuate making the long and short positions in the futures contract more or less valuable, a process known as “marking to the market.” A Fund expects to earn interest income on its margin deposits.

Although certain futures contracts, by their terms, require actual future delivery of and payment for the underlying instruments, in practice most futures contracts are usually closed out before the delivery date. Closing out an open futures contract purchase or sale is effected by entering into an offsetting futures contract sale or purchase, respectively, for the same aggregate amount of the identical underlying instrument or index and the same delivery date. If the offsetting purchase price is less than the original sale price, a Fund realizes a gain; if it is more, the Fund realizes a loss. Conversely, if the offsetting sale price is more than the original purchase price, the Fund realizes a gain; if it is less, the Fund realizes a loss. The transaction costs must also be included in these calculations. There can be no assurance, however, that the Fund will be able to enter into an offsetting transaction with respect to a particular futures contract at a particular time. If the Fund is not able to enter into an offsetting transaction, the Fund will continue to be required to maintain the margin deposits on the futures contract.

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For example, one contract in the Financial Times Stock Exchange 100 Index future is a contract to buy 25 pounds sterling multiplied by the level of the UK Financial Times 100 Share Index on a given future date. Settlement of a stock index futures contract may or may not be in the underlying instrument or index. If not in the underlying instrument or index, then settlement will be made in cash, equivalent over time to the difference between the contract price and the actual price of the underlying asset at the time the stock index futures contract expires.

SWAP AGREEMENTS

A Fund may enter into swap agreements for purposes of attempting to gain exposure to equity, debt, commodities or other asset markets without actually purchasing those assets, or to hedge a position. A Fund does not invest more than 25% of its assets in swap contracts with any one counterparty. Security investments are made without restriction as to the issuer’s country. Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a day to more than one year. In a standard “swap” transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments. The gross returns to be exchanged or “swapped” between the parties are calculated with respect to a “notional amount,” i.e., the return on or increase in value of a particular dollar amount invested in a “basket” of securities representing a particular index.

Most swap agreements entered into by a Fund calculate the obligations of the parties to the agreement on a “net basis.” Consequently, the Fund’s current obligations (or rights) under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the “net amount”). Payments may be made at the conclusion of a swap agreement or periodically during its term.

Swap agreements do not involve the delivery of securities or other underlying assets. Accordingly, if a swap is entered into on a net basis, if the other party to a swap agreement defaults, a Fund’s risk of loss consists of the net amount of payments that the Fund is contractually entitled to receive, if any.

The net amount of the excess, if any, of the Fund’s obligations over its entitlements with respect to a swap agreement entered into on a net basis will be accrued daily and an amount of cash or liquid asset having an aggregate net asset value at least equal to the accrued excess will be maintained in an account with the Custodian. A Fund will also establish and maintain such accounts with respect to its total obligations under any swaps that are not entered into on a net basis. Obligations under swap agreements so covered will not be construed to be “senior securities” for purposes of the Fund’s investment restriction concerning senior securities.

Because they are two-party contracts and because they may have terms of greater than seven days, swap agreements may be considered to be illiquid for the Fund’s illiquid investment limitations. A Fund will not enter into any swap agreement unless the Sub-Adviser believes that the other party to the transaction is creditworthy. A Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counter-party.

A Fund may enter into a swap agreement in circumstances where the Sub-Adviser believes that it may be more cost effective or practical than buying the securities represented by such index or a futures contract or an option on such index. such index or a futures contract or an option on such index. The counter-party to any swap agreement will typically be a bank, investment banking firm or broker/dealer. The counter-party will generally agree to pay the Fund the amount, if any, by which the notional amount of the swap agreement would have increased in value had it been invested in the particular stocks represented in the index, plus the dividends that would have been received on those stocks. A Fund will agree to pay to the counter-party a floating rate of interest on the notional amount of the swap agreement plus the amount, if any, by which the notional amount would have decreased in value had it been invested in such stocks. Therefore, the return to a Fund on any swap agreement should be the gain or loss on the notional amount plus dividends on the stocks less the interest paid by the Fund on the notional amount.

The swap market has grown substantially in recent years with a large number of banks and investment banking firms acting both as principals and as agents utilizing standardized swap documentation. As a result, the swap market has become relatively liquid in comparison with the markets for other similar instruments that are traded in the OTC market.

PRECIOUS METALS AND OTHER COMMODITIES

Certain Funds are subject to the risk of sharp price volatility of metals or other commodities, and of shares of companies principally engaged in activities related to metals or other commodities. Investments related to metals or other commodities may fluctuate in price significantly over short periods of time because of a variety of global economic, financial, and political factors. These factors include: economic cycles; changes in inflation or expectations about inflation in various countries; interest rates; currency

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fluctuations; metal sales by governments, central banks, or international agencies; investment speculation; resource availability; commodity prices; fluctuations in industrial and commercial supply and demand; government regulation of the metals and other commodities industries; and government prohibitions or restrictions on the private ownership of certain precious and rare metals.

WHEN-ISSUED, FORWARD COMMITMENTS AND DELAYED SETTLEMENTS

A Fund may purchase and sell securities on a when-issued, forward commitment or delayed settlement basis.

A Fund does not intend to engage in these transactions for speculative purposes but only in furtherance of its investment objectives.

A Fund will purchase securities on a when-issued, forward commitment or delayed settlement basis only with the intention of completing the transaction. If deemed advisable as a matter of investment strategy, however, the Fund may dispose of or renegotiate a commitment after it is entered into, and may sell securities it has committed to purchase before those securities are delivered to the Fund on the settlement date. In these cases, the Fund may realize a taxable capital gain or loss. When a Fund engages in when-issued, forward commitment and delayed settlement transactions, it relies on the other party to consummate the trade. Failure of such party to do so may result in the Fund incurring a loss or missing an opportunity to obtain a price credited to be advantageous.

The market value of the securities underlying a when-issued purchase, forward commitment to purchase securities, or a delayed settlement and any subsequent fluctuations in their market value is taken into account when determining the market value of the Fund starting on the day the Fund agrees to purchase the securities. A Fund does not earn interest on the securities it has committed to purchase until it has paid for and delivered on the settlement date..

ILLIQUID AND RESTRICTED SECURITIES

A Fund may invest up to 15% of its net assets in illiquid securities. Illiquid securities include securities subject to contractual or legal restrictions on resale (e.g., because they have not been registered under the 1933 Act and securities that are otherwise not readily marketable (e.g., because trading in the security is suspended or because market makers do not exist or will not entertain bids or offers). Securities that have not been registered under the 1933 Act are referred to as private placements or restricted securities and are purchased directly from the issuer or in the secondary market. Foreign securities that are freely tradable in their principal markets are not considered to be illiquid.

Restricted and other illiquid securities may be subject to the potential for delays on resale and uncertainty in valuation. A Fund might be unable to dispose of illiquid securities promptly or at reasonable prices and might thereby experience difficulty in satisfying redemption requests from shareholders. A Fund might have to register restricted securities in order to dispose of them, resulting in additional expense and delay. Adverse market conditions could impede such a public offering of securities.

A large institutional market exists for certain securities that are not registered under the 1933 Act, including foreign securities. The fact that there are contractual or legal restrictions on resale to the general public or to certain institutions may not be indicative of the liquidity of such investments. Rule 144A under the 1933 Act allows such a broader institutional trading market for securities otherwise subject to restrictions on resale to the general public. Rule 144A establishes a “safe harbor” from the registration requirements of the 1933 Act for resale of certain securities to qualified institutional buyers. Rule 144A has produced enhanced liquidity for many restricted securities, and market liquidity for such securities may continue to expand as a result of this regulation and the consequent existence of the PORTAL system, which is an automated system for the trading, clearance and settlement of unregistered securities of domestic and foreign issuers sponsored by the Financial Industry Regulatory Authority, Inc. (“FINRA”).

TPL and Victory Capital, under oversight of the Board, determines whether a particular investment is deemed to be liquid based on the trading markets for the specific security and other factors.

PASSIVE INVESTMENT STRATEGIES

The Funds, other than the Market Neutral Fund, pursue a passive or “indexing” strategy. The Funds will not buy or sell shares of an equity security due to current or projected performance of a security, industry or sector, unless that security is added to or removed, respectively, from the respective index each is designed to track. A Fund’s return may not match the return of its index for a number of reasons, including: the Fund incurs operating expenses not applicable to the Index, and incurs costs in buying and selling securities; the Fund may not be fully invested at times; differences in the valuation of securities and differences between the Fund’s portfolio and the index resulting from legal restrictions, cost or liquidity constraints.

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It is also possible that a Fund may not replicate the performance of the Index due to the temporary unavailability of certain Index securities in the secondary market or due to other extraordinary circumstances. A Fund may also have to vary its portfolio holdings from the composition of the Index in order to qualify, and continue to qualify, as a “regulated investment company” under the Code. See Taxes below for additional information on the Fund’s tax treatment.

LENDING PORTFOLIO SECURITIES

A Fund may from time to time lend securities from their portfolios to broker-dealers, banks, financial institutions and institutional borrowers of securities and receive collateral in the form of cash or U.S. government obligations. Under the Fund’s current practices (which are subject to change), a Fund must receive initial collateral equal to 102% of the market value of the loaned securities, plus any interest due in the form of cash or U.S. government obligations. This collateral must be valued daily and should the market value of the loaned securities increase, the borrower must furnish additional collateral to a Fund sufficient to maintain the value of the collateral equal to at least 100% of the value of the loaned securities. The lending agent receives a pre-negotiated percentage of the net earnings on the investment of the collateral. A Fund will not lend portfolio securities to: (a) any “affiliated person” (as that term is defined in the 1940 Act) of any Fund; (b) any affiliated person of the Adviser; or (c) any affiliated person of such an affiliated person. During the time portfolio securities are on loan, the borrower will pay the Fund any dividends or interest paid on such securities plus any fee negotiated between the parties to the lending agreement. Loans will be subject to termination by the Funds or the borrower at any time. While a Fund will not have the right to vote securities on loan, they intend to terminate loans and regain the right to vote if that is considered important with respect to the investment. A Fund will enter into loan arrangements only with broker-dealers, banks or other institutions that either the Adviser or the lending agent has determined are creditworthy under guidelines established by the Board. Although these loans are fully collateralized, there are risks associated with securities lending. A Fund’s performance could be hurt if a borrower defaults or becomes insolvent, or if the Fund wishes to sell a security before its return can be arranged. The return on invested cash collateral will result in gains and losses for the Funds. Each Fund will limit its securities lending to 33-1/3% of its total assets.

SHORT SALES

A Fund may sell securities short as an outright investment strategy and to offset potential declines in long positions in similar securities. A short sale is a transaction in which the Fund sells a security it does not own or have the right to acquire (or that it owns but does not wish to deliver) in anticipation that the market price of that security will decline.

When a Fund makes a short sale, the broker-dealer through which the short sale is made must borrow the security sold short and deliver it to the party purchasing the security. The Fund is required to make a margin deposit in connection with such short sales; the Fund may have to pay a fee to borrow particular securities and will often be obligated to pay over any dividends and accrued interest on borrowed securities.

If the price of the security sold short increases between the time of the short sale and the time a Fund covers its short position, the Fund will incur a loss; conversely, if the price declines, the Fund will realize a capital gain. Any gain will be decreased, and any loss increased, by the transaction costs described above. The successful use of short selling may be adversely affected by imperfect correlation between movements in the price of the security sold short and the securities being hedged.

To the extent a Fund sells securities short, it will provide collateral to the broker-dealer and (except in the case of short sales “against the box”) will maintain additional asset coverage in the form of cash, U.S. government securities or other liquid securities with its custodian in a segregated account in an amount at least equal to the difference between the current market value of the securities sold short and any amounts required to be deposited as collateral with the selling broker (not including the proceeds of the short sale). A Fund does not intend to enter into short sales (other than short sales “against the box”) if immediately after such sales the aggregate of the value of all collateral plus the amount in such segregated account exceeds 30% of the value of the Fund’s net assets. This percentage may be varied by action of the Board. A short sale is “against the box” to the extent the Fund contemporaneously owns, or has the right to obtain at no added cost, securities identical to those sold short.

REGULATION AS A COMMODITY POOL OPERATOR

The Funds have filed with the National Futures Association (“NFA”), a notice claiming an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act, as amended, and the rules of the Commodity Futures Trading Commission promulgated thereunder, with respect to the Funds’ operations. Accordingly, the Funds will not be subject to registration or regulation as a commodity pool.

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RECENT MARKET CONDITIONS AND EVENTS

Global economies and financial markets are increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely affect issuers in another country or region. Geopolitical and other risks, including war, terrorism, trade disputes, political or economic dysfunction within some nations, public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, may add to instability in world economies and markets generally. Changes in trade policies and international trade agreements could affect the economies of many countries in unpredictable ways. Likewise, systemic market dislocations of the kind that occurred during the financial crisis that began in 2008, if repeated, would be highly disruptive to economies and markets, adversely affecting individual companies and industries, securities markets, interest rates, credit ratings, inflation, investor sentiment, and other factors affecting the value of a Fund’s investments. Some countries, including the United States, are adopting more protectionist trade policies and are moving away from the tighter financial industry regulations that followed the 2008 financial crisis, which may also affect the value of a Fund’s investments.

Political events within the United States at times have resulted, and may in the future result, in a shutdown of government services, which could negatively affect the U.S. economy, decrease the value of a Fund’s investments, increase uncertainty in or impair the operation of the United States or other securities markets and degrade investor and consumer confidence, perhaps suddenly and to a significant degree.

Certain illnesses spread rapidly and have the potential to significantly and adversely affect the global economy and the value of a Fund’s investments. Outbreaks of illnesses and diseases, such as severe acute respiratory syndrome (“SARS”), influenza of various types and, most recently, COVID-19, or other similarly infectious diseases, may have material adverse impacts on a Fund and its performance. Epidemics and/or pandemics, such as COVID-19, have and may further result in, among other things, border closings and other significant travel restrictions and disruptions, significant disruptions to business operations, supply chains and customer activity, significant challenges to healthcare service preparation and delivery, and quarantines and stay-at-home orders, as well as general concern and uncertainty that has negatively affected the economic environment. These impacts have caused significant volatility and declines in global financial markets, which have caused losses for investors. The impact of COVID-19, and other epidemics and/or pandemics that may arise in the future, and may affect the economies of many nations, individual companies and the global securities and commodities markets, including their liquidity, in ways that cannot necessarily be foreseen at the present time. Historical patterns of correlation among asset classes may break down in unanticipated ways during times of high volatility, disrupting investment programs and potentially causing losses. The impact of public health crises, including COVID-19, may continue to last for an extended period of time.

The U.S. federal government and certain foreign central banks have taken a variety of unprecedented actions to stabilize the economy and calm the financial markets and may continue to do so, but the ultimate impact of these efforts and interventions is uncertain. In the future, the U.S. federal government or other governments may take actions that could affect the overall economy as well as the securities in which a Fund invests, the markets in which they trade, or the issuers of such securities, in ways that cannot necessarily be foreseen at the present time. Governmental and quasi-governmental authorities and regulators throughout the world, such as the

U.S. Federal Reserve (the “Fed”), have in the past responded to major economic disruptions with a variety of significant fiscal and monetary policy changes, including but not limited to, direct capital infusions into companies, new monetary programs, and changes to interest rates. Certain of those policy changes, for example, have been or are being implemented or considered in response to the COVID-19 pandemic. The Fed has spent hundreds of billions of dollars to keep credit flowing through short-term money markets since mid-September 2019 when a shortage of liquidity caused a spike in overnight borrowing rates, and again in 2020 with large stimulus initiatives intended to respond to economic stresses stemming from the COVID-19 pandemic. The impact of infectious diseases in developing and emerging market countries, however, may be greater due to less established health care systems and fewer government resources to bolster their economies. Public health crises may exacerbate other pre-existing political, social, and economic risks in certain countries.

In the past, instability in the global capital markets resulted in disruptions in liquidity in the debt capital markets, significant write-offs in the financial services sector, the repricing of credit risk in credit markets and the failure of major domestic and international financial institutions. Precise interest rate predictions are difficult to make, and interest rates may change unexpectedly and dramatically in response to extreme changes in market or economic conditions. As a result, the value of fixed income securities may vary widely under certain market conditions and may result in heightened market volatility and a decline in the value of a Fund’s portfolio. Changes in government policies or central banks could negatively affect the value and liquidity of a Fund’s investments and cause it to lose money. The markets could react strongly to expectations for changes in government policies, which could increase volatility, especially if the market’s expectations are not borne out. There can be no assurance that the initiatives undertaken by governments and central banks will be successful.

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COVID-19, and future epidemics or pandemics, could also impair the information technology and other operational systems upon which a Fund’s service providers rely, and could otherwise disrupt the ability of a Fund’s service providers to perform essential tasks. These could impair a Fund’s ability to maintain operational standards (such as with respect to satisfying redemption requests), disrupt the operations of a Fund’s service providers, and negatively impact a Fund’s performance. In certain cases, an exchange or market may close or issue trading halts on either specific securities or even the entire market, which may result in a Fund being, among other things, unable to buy or sell certain securities or financial instruments or accurately value its investments.

Markets generally and the energy sector specifically, including MLPs and energy companies in which a Fund may invest, may also be adversely impacted by reduced demand for oil and other energy commodities as a result of a slowdown in economic activity and by price competition among key oil producing countries. In the recent past, global oil prices have declined significantly and experienced significant volatility, including a period where an oil-price futures contract fell into negative territory for the first time in history, as demand for oil has slowed and oil storage facilities reach their storage capacities. Although the Organization of Petroleum Exporting Countries (“OPEC”) and other oil-producing countries responded, oil price volatility may adversely impact MLPs and energy infrastructure companies. Such companies’ growth prospects and ability to pay dividends may be negatively impacted, which could adversely impact a Fund’s performance. Additionally, an extended period of reduced oil prices may significantly lengthen the time the energy sector would need to recover after a stabilization of prices.

Some countries, including the United States, are adopting more protectionist trade policies and are moving away from the tighter financial industry regulations that followed the 2008 financial crisis. The United States may also be considering significant new investments in infrastructure and national defense which, coupled with potentially lower federal taxes, could lead to sharply increased government borrowing and higher interest rates. The exact shape of these policies is still being considered through the political process, but the equity and debt markets may react strongly to expectations, which could increase volatility, especially if the market’s expectations for changes in government policies are not borne out.

High public debt in the United States and other countries creates ongoing systemic and market risks and policymaking uncertainty. There may be additional increases in the amount of debt due to the economic effects of the COVID-19 pandemic. Because there is little precedent for this situation, it is difficult to predict the impact on various markets. Over the longer term, rising interest rates may present a greater risk than has historically been the case due to the recent period of historically low rates, the effect of government fiscal and monetary policy initiatives, and potential market reactions to those initiatives.

Some countries where economic conditions are still recovering from the 2008 crisis are perceived as still fragile. The crisis caused strains among countries in the euro-zone that have not been fully resolved, and it is not yet clear what measures, if any, EU or individual country officials may take in response. Withdrawal of government support, failure of efforts in response to the strains, or investor perception that such efforts are not succeeding could adversely impact the value and liquidity of certain securities and currencies.

In addition, global climate change may have an adverse effect on property and security values. A rise in sea levels, an increase in powerful windstorms and/or a storm-driven increase in flooding could cause coastal properties to lose value or become unmarketable altogether. Large wildfires driven by high winds and prolonged drought may devastate entire communities and may be very costly to any business found to be responsible for the fire or conducting operations in affected areas. These losses could adversely affect corporate borrowers and mortgage lenders, the value of mortgage-backed securities, the bonds of municipalities that depend on tax revenues and tourist dollars generated by such properties, and insurers of the property and/or of corporate, municipal, or mortgage-backed securities. Since property and security values are driven largely by buyers’ perceptions, it is difficult to know the time period over which these effects might unfold. Economists warn that, unlike previous declines in the real estate market, properties in affected coastal zones may never recover their value. Regulatory changes and divestment movements tied to concerns about climate change could adversely affect the value of certain land and the viability of industries whose activities or products are seen as accelerative to climate change.

Some market participants have expressed concern that passively-managed index funds and other indexed products inflate the value of their component securities. If the component securities in such indices decline in value for this and other reasons, the value of a Fund’s investments in these securities will also decline.

Russia’s invasion of the Ukraine, and corresponding events in late February 2022, have had, and could continue to have, severe adverse effects on regional and global economic markets for securities and commodities. Following Russia’s actions, various governments, including the United States, have issued broad-ranging economic sanctions against Russia, including, among other actions, a prohibition on doing business with certain Russian companies, large financial institutions, officials and oligarchs; the removal by certain countries and the European Union of selected Russian banks from the Society for Worldwide Interbank Financial Telecommunications (“SWIFT”), the electronic banking network that connects banks globally; and restrictive measures to prevent the Russian Central Bank from undermining the impact of the sanctions. The current events, including sanctions and the potential

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for future sanctions, including any impacting Russia’s energy sector, and other actions, and Russia’s retaliatory responses to those sanctions and actions, may continue to adversely impact the Russian and Ukrainian economies and may result in the further decline of the value and liquidity of Russian and Ukrainian securities, a continued weakening of the ruble and hryvnia and continued exchange closures, and may have other adverse consequences on the Russian and Ukrainian economies that could impact the value of these investments and impair the ability of the Fund to buy, sell, receive or deliver those securities. Moreover, those events have, and could continue to have, an adverse effect on global markets performance and liquidity, thereby negatively affecting the value of a Fund’s investments beyond any direct exposure to Russian and Ukrainian issuers. The duration of ongoing hostilities and the vast array of sanctions and related events cannot be predicted. Those events present material uncertainty and risk with respect to markets globally and the performance of the Funds and their investments or operations could be negatively impacted.

Risks Related to Cybersecurity. The Funds and their service providers have administrative and technical safeguards in place with respect to information security. Nevertheless, the Funds and their service providers are potentially susceptible to operational and information security risks resulting from a cyber-attack as the Funds are highly dependent upon the effective operation of their computer systems and those of their business partners. These risks include, among other things, the theft, misuse, corruption and destruction of data maintained online or digitally, denial of service on websites and other operational disruption and unauthorized release of confidential customer information. Cyber-attacks affecting the Adviser, Victory Capital Services, Inc., the “Distributor,” the Funds, the custodian, the transfer agent, financial intermediaries and other affiliated or third-party service providers may adversely affect the Funds and their shareholders. For instance, cyber-attacks may interfere with the processing of Fund transactions, including the processing of orders, impact a Fund’s ability to calculate net asset values, cause the release and possible destruction of confidential customer or business information, impede trading, subject a Fund and/or its service providers and intermediaries to regulatory fines and financial losses and/or cause reputational damage. Cybersecurity risks may also affect the issuers of securities in which a Fund invests, which may cause a Fund’s investments to lose value. A Fund may also incur additional costs for cybersecurity risk management in the future. Although the Funds and their service providers have adopted security procedures to minimize the risk of a cyber-attack, there can be no assurance that the Funds or their service providers will avoid losses affecting the Funds due to cyber-attacks or information security breaches in the future.

Brexit. The United Kingdom formally left the European Union (“EU”) on January 31, 2020 (a measure commonly referred to as (“Brexit”). Following the withdrawal, in December 2020, the United Kingdom and the EU entered into a new trading relationship. The agreement allows for continued trading free of tariffs, but institutes other new requirements for trading between the United Kingdom and the EU. Even with a new trading relationship having been established, Brexit could continue to affect European or world wide political, regulatory, economic, or market conditions. There is the possibility that there will continue to be considerable uncertainty about the potential impact of these developments on United Kingdom, European and global economies and markets. There is also the possibility of withdrawal movements within other EU countries and the possibility of additional political, economic and market uncertainty and instability. Brexit and any similar developments may have negative effects on economies and markets, such as increased volatility and illiquidity and potentially lower economic growth in the United Kingdom, EU and globally, which may adversely affect the value of the Fund’s investments. Whether or not a Fund invests in securities of issuers located in Europe or with significant exposure to European issuers or countries, these events could result in losses to a Fund, as there may be negative effects on the value and liquidity of the Fund’s investments and/or a Fund’s ability to enter into certain transactions.

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Section 5 |

Investments by Other Registered Investment Companies

Section 12(d)(1) of the 1940 Act restricts investments by registered investment companies in the securities of other investment companies, including shares of a Fund. Other registered investment companies (typically structured as a “fund of funds”) are permitted to invest in a Fund beyond the limits set forth in Section 12(d)(1) as permitted by any rules and regulations adopted under applicable law, including that such investment companies enter into an agreement with the Trust on behalf of the Fund.

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Section 6 |

Determining Net Asset Value (“NAV”) and Valuing Portfolio Securities

Each Fund’s NAV is determined, and the shares of each Fund are priced normally as of the valuation time(s) indicated in the Prospectus on each Business Day. A “Business Day” is a day on which the NYSE is open. The NYSE is generally closed in observance of the following holidays: New Year’s Day, Dr. Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Juneteenth, Independence Day, Labor Day, Thanksgiving and Christmas Day. In addition to closing in observance of the same holidays as the NYSE, the Federal Reserve Bank of Cleveland is also closed on Columbus Day and Veterans Day.

In the event of an emergency or other disruption in trading on the NYSE, a Fund’s share price will normally be determined based upon the close of the NYSE.

The Funds generally value their investments based upon their last reported sale prices, market quotations, or estimates of value provided by an independent pricing service as of the time as of which the Fund’s share price is calculated.

Under Rule 2a-5 of the 1940 Act, the Board has delegated to the Adviser, as valuation designee, responsibility for determining the value of Fund portfolio securities under certain circumstances. Under such circumstancesthe Adviser will use its best efforts to arrive at the fair value of a security held by a Fund under all reasonably ascertainable facts and circumstances. The Adviser must prepare a report for the Board not less than quarterly containing a complete listing of any securities for which fair value pricing was employed and detailing the specific reasons for such fair value pricing. The Adviser has adopted written policies and procedures, which have been approved by the Board, to guide the Adviser with respect to the circumstances under which, and the methods to be used, in fair valuing securities.

INVESTMENT COMPANY SECURITIES

Shares of another open-end investment company (mutual fund) held by a Fund are valued at the latest closing NAV of such mutual fund. Shares of ETFs are valued in the manner described below under “Equity Securities.”

FIXED INCOME SECURITIES

Fixed income securities held by a Fund are valued on the basis of security valuations provided by an independent pricing service, approved by the Adviser, that determines value by using, among other things, information with respect to transactions of a security, quotations from dealers, market transactions in comparable securities and various relationships between securities. Specific investment securities that are not priced by the approved pricing service will be valued according to quotations obtained from dealers who are market makers in those securities. Investment securities with less than 60 days to maturity when purchased are valued at amortized cost that approximates market value. Investment securities not having readily available market quotations will be priced at fair value using a methodology approved in good faith by the Board or its designee in accordance with applicable Rules under the 1940 Act subject to Board oversight.

EQUITY SECURITIES

Each equity security (including ETFs) held by a Fund is valued at the closing price on the exchange where the security is principally traded. Each security traded in the over-the-counter market (but not including securities the trading activity of which is reported on Nasdaq’s Automated Confirmation Transaction (“ACT”) System) is valued at the bid based upon quotes furnished by market makers for such securities. Each security the trading activity of which is reported on Nasdaq’s ACT System is valued at the Nasdaq Official Closing Price.

FUTURES AND OPTIONS CONTRACTS

For purposes of determining NAV, futures and options contracts generally will be valued 15 minutes after the close of trading of the NYSE.

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FUNDS THAT INVEST A SIGNIFICANT AMOUNT OF THEIR ASSETS IN FOREIGN SECURITIES

Time zone arbitrage. Funds that invest a significant amount of their assets in foreign securities, may be exposed to attempts by investors to engage in “time-zone arbitrage.” Using this technique, investors seek to take advantage of differences in the values of foreign securities that might result from events that occur after the close of the foreign securities market on which a security is traded and before the close of the NYSE that day, when the Funds calculate their NAV.

If successful, time zone arbitrage might dilute the interests of other shareholders. These Funds use “fair value pricing” under certain circumstances, to adjust the closing market prices of foreign securities to reflect what the Adviser considers to be their fair value. Fair value pricing may also help to deter time zone arbitrage.

If market quotations are not readily available, or (in the Adviser’s judgment) do not accurately reflect the fair value of a security, or if after the close of the principal market on which a security held by a Fund is traded and before the time as of which the Fund’s NAV is calculated that day, an event occurs that the Adviser learns of and believes in the exercise of its judgment will cause a material change in the value of that security from the closing price of the security on the principal market on which it is traded, that security may be valued by another method that more accurately reflect the security’s fair value.

The Funds’ use of fair value pricing procedures involves subjective judgments and it is possible that the fair value determined for a security may be materially different from the value that could be realized upon the sale of that security. Accordingly, there can be no assurance that a Fund could obtain the fair value assigned to a security if it were to sell the security at approximately the same time at which the Fund determines its net asset value per share.

OTHER VALUATION INFORMATION

Under the 1940 Act, the Funds are required to act in good faith in determining the fair value of portfolio securities. The SEC has recognized that a security’s valuation may differ depending on the method used for determining value. The fair value ascertained for a security is an estimate and there is no assurance, given the limited information available at the time of fair valuation, that a security’s fair value will be the same as or close to the subsequent opening market price for that security.

Fair value determinations may include consideration of recent transactions in comparable securities, information relating to a specific security, developments in and performance of foreign securities markets, current valuations of foreign or U.S. indices, and adjustment co-efficients based on fair value models developed by independent service providers. The Adviser may, for example, adjust the value of portfolio securities based on fair value models supplied by the service provider when the Adviser believes that the adjustments better reflect actual prices as of the close of the NYSE.

Generally, trading in foreign securities, corporate bonds, U.S. government securities and money market instruments is substantially completed each day at various times prior to the close of the NYSE. The values of such securities used in computing the NAV of each Fund’s shares generally are determined at such times. Foreign currency exchange rates are also generally determined prior the close of the NYSE. Occasionally, events affecting the values of such securities and such exchange rates may occur between the times at which such values are determined and the close of the NYSE. If events affecting the value of securities occur during such a period, and a Fund’s NAV is materially affected by such changes in the value of the securities, then these securities will be valued at their fair value as determined in good faith by the Adviser in accordance with applicable law. Other securities and assets for which market quotations are not readily available or for which valuation cannot be provided are valued as determined in good faith of the Adviser in accordance with applicable law.

When the NYSE is closed, or when trading is restricted for any reason other than its customary weekend or holiday closings, or under emergency circumstances as determined by the SEC to warrant such action, the Funds may not be able to accept purchase or redemption requests. A Fund’s NAV may be affected to the extent that its securities are traded on days that are not Business Days. Each Fund reserves the right to reject any purchase order in whole or in part.

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Section 7 |

Purchase and Redemption of Shares

Creation Units

Each Fund sells and redeems Shares in Creation Units on a continuous basis through the Distributor, without a sales load, at the NAV next determined after receipt of an order in proper form on any Business Day. A “Business Day” is any day on which the NYSE is open for business.

A Creation Unit is an aggregation of 50,000 shares. The Board may declare a split or a consolidation in the number of shares outstanding of each Fund or Trust, and make a corresponding change in the number of shares in a Creation Unit.

AUTHORIZED PARTICIPANTS

To purchase or redeem any Creation Units, you must be, or transact through, an Authorized Participant. In order to be an Authorized Participant, you must be either a broker-dealer or other participant (“Participating Party”) in the Continuous Net Settlement System (“Clearing Process”) of the National Securities Clearing Corporation (“NSCC”) or a participant in DTC with access to the DTC system (“DTC Participant”), and you must execute an agreement (“Participant Agreement”) with the Distributor that governs transactions in each Fund’s Creation Units.

Investors who are not Authorized Participants but want to transact in Creation Units may contact the Distributor for the names of Authorized Participants. An Authorized Participant may require investors to enter into a separate agreement to transact through it for Creation Units and may require orders for purchases of shares placed with it to be in a particular form. Investors transacting through a broker that is not itself an Authorized Participant and therefore must still transact through an Authorized Participant may incur additional charges. There are expected to be a limited number of Authorized Participants at any one time.

Orders must be transmitted by an Authorized Participant by telephone or other transmission method acceptable to the Distributor. Market disruptions and telephone or other communication failures may impede the transmission of orders.

TRANSACTION FEES

A fixed fee payable to the Custodian is imposed on each creation and redemption transaction regardless of the number of Creation Units involved in the transaction (“Fixed Fee”). Purchases and redemptions of Creation Units for cash or involving cash-in-lieu (as defined below) are required to pay an additional variable charge to compensate each Fund and its ongoing shareholders for brokerage and market impact expenses relating to Creation Unit transactions (“Variable Charge,” and together with the Fixed Fee, the “Transaction Fees”). With the approval of the Board, the Adviser may waive or adjust the Transaction Fees, including the Fixed Fee and/or Variable Charge (shown in the table below), from time to time. In such cases, the Authorized Participant will reimburse each Fund for, among other things, any difference between the market value at which the securities and/or financial instruments were purchased by each Fund and the cash-in-lieu amount, applicable registration fees, brokerage commissions and certain taxes and other costs and expenses related to the execution of trades resulting from such transaction (up to the maximum amount shown below). In addition, purchasers of Creation Units are responsible for the costs of transferring the Deposit Securities to the account of each Fund.

Investors who use the services of a broker, or other such intermediary may be charged a fee for such services.

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The following table sets forth each Fund’s standard Transaction Fees and maximum additional charge (as described above):

	FEE FOR IN KIND AND CASH PURCHASES AND REDEMPTIONS	MAXIMUM ADDITIONAL VARIABLE CHARGE FOR CASH PURCHASES AND REDEMPTIONS*
US Small Cap Core ETF	$250	2%
US Large/Mid Cap Core ETF	$500	2%
US Large/Mid Cap Core Enhanced ETF	$500	2%
High Dividend Stock ETF	$250	2%
High Dividend Stock Enhanced ETF	$250	2%
International ETF	$4500	2%
Market Neutral ETF	$250	2%

*	As a percentage of the amount invested.

THE CLEARING PROCESS

Transactions by an Authorized Participant that is a Participating Party using the NSCC system are referred to as transactions “through the Clearing Process.” Transactions by an Authorized Participant that is a DTC Participant using the DTC system are referred to as transactions “outside the Clearing Process.” The Clearing Process is an enhanced clearing process that is available only for certain securities and only to DTC participants that are also participants in the Continuous Net Settlement System of the NSCC. In-kind (portions of) purchase orders not subject to the Clearing Process will go through a manual clearing process run by DTC. Portfolio Deposits that include government securities must be delivered through the Federal Reserve Bank wire transfer system (“Federal Reserve System”). Fund Deposits that include cash may be delivered through the Clearing Process or the Federal Reserve System. In-kind deposits of securities for orders outside the Clearing Process must be delivered through the Federal Reserve System (for government securities) or through DTC (for corporate securities).

FOREIGN SECURITIES

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

Purchasing Creation Units

PORTFOLIO DEPOSIT

The consideration for a Creation Unit generally consists of the in-kind deposit of designated securities (“Deposit Securities”) and an amount of cash in U.S. dollars (“Cash Component”). Together, the Deposit Securities and the Cash Component constitute the “Portfolio Deposit.” The Cash Component serves the function of compensating for any differences between the net asset value per Creation Unit and the Deposit Securities. Thus, the Cash Component is equal to the difference between (x) the net asset value per Creation Unit of each Fund and (y) the market value of the Deposit Securities. If (x) is more than (y), the Authorized Participant will pay the Cash Component to each Fund. If (x) is less than (y), the Authorized Participant will receive the Cash Component from each Fund.

On each Business Day, prior to the opening of business on the Exchange (currently 9:30 a.m., Eastern Time), the Adviser through the Custodian makes available through NSCC the name and amount of each Deposit Security in the current Portfolio Deposit (based on information at the end of the previous Business Day) for each Fund and the (estimated) Cash Component, effective through and including the previous Business Day, per Creation Unit. The Deposit Securities announced are applicable, subject to any adjustments as described below, to purchases of Creation Units until the next announcement of Deposit Securities.

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The Deposit Securities may change as rebalancing adjustments and corporate action events of the Underlying Index are reflected from time to time by the Sub-Adviser in each Fund’s portfolio. The Deposit Securities may also change in response to the rebalancing and/or reconstitution of the Underlying Index. These adjustments will reflect changes known to the Adviser on the date of announcement to be in effect by the time of delivery of the Portfolio Deposit.

Payment of any stamp duty or the like shall be the sole responsibility of the Authorized Participant purchasing a Creation Unit. The Authorized Participant must ensure that all Deposit Securities properly denote change in beneficial ownership.

CUSTOM ORDERS AND CASH-IN-LIEU

Each Fund may, in its sole discretion, permit or require the substitution of an amount of cash (“cash-in-lieu”) to be added to the Cash Component to replace any Deposit Security. Each Fund may permit or require cash-in-lieu when, for example, a Deposit Security may not be available in sufficient quantity for delivery or may not be eligible for transfer through the systems of DTC or the Clearing Process. Similarly, each Fund may permit or require cash in lieu of Deposit Securities when, for example, the Authorized Participant or its underlying investor is restricted under U.S. or local securities laws or policies from transacting in one or more Deposit Securities. Each Fund will comply with the federal securities laws in accepting Deposit Securities including that the Deposit Securities are sold in transactions that would be exempt from registration under the 1933 Act. All orders involving cash-in-lieu are considered to be “Custom Orders.”

PURCHASE ORDERS

To order a Creation Unit, an Authorized Participant must submit an irrevocable purchase order to the Distributor.

TIMING OF SUBMISSION OF PURCHASE ORDERS — NON-INTERNATIONAL FUNDS

Subject to the terms of the applicable Participant Agreement, all orders to purchase shares directly from any Fund (other than an International Fund) must be placed for one or more Creation Units and in the manner and by 4:00 p.m. Eastern time or such earlier time that the Exchange or bond market closes (the “Cut-off Time”) in order to receive the NAV calculated on the Transmittal Date. The “Transmittal Date” is the date on which such an order to purchase Creation Units (or an order to redeem Creation Units, as set forth below).

TIMING OF SUBMISSION OF PURCHASE ORDERS — INTERNATIONAL FUND

Subject to the terms of the applicable Participant Agreement, all orders to purchase shares directly from an International Fund on the next Business Day must be submitted as a “Future Dated Trade” for one or more Creation Units between 4:00 p.m. Eastern time and 5:00 p.m. Eastern time on the prior Business Day in order to receive the NAV calculated on the Transmittal Date. For purposes of the International Funds, the “Transmittal Date” is the Business Day following the day on which such an order is submitted to purchase Creation Units (or an order to redeem Creation Units, as set forth below).

INTERMEDIARY DEADLINES

Persons placing or effectuating custom orders and/or orders involving cash should be mindful of time deadlines imposed by intermediaries, such as DTC and/or the Federal Reserve Bank wire system, which may impact the successful processing of such orders to ensure that cash and securities are transferred by the “Settlement Date,” which is generally the Business Day immediately following the Transmittal Date (“T+1”) for cash and the second Business Day following the Transmittal Date for domestic securities (“T+2”).

ORDERS USING THE CLEARING PROCESS

If available, (portions of) orders may be settled through the Clearing Process. In connection with such orders, the Distributor or its agent transmits, on behalf of the Authorized Participant, such trade instructions as are necessary to effect the creation order. Pursuant to such trade instructions, the Authorized Participant agrees to deliver the requisite Portfolio Deposit to each Fund, together with such additional information as may be required by the Distributor. Cash Components will be delivered using either the Clearing Process or the Federal Reserve System.

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ORDERS OUTSIDE THE CLEARING PROCESS

If the Clearing Process is not available for (portions of) an order, Portfolio Deposits will be made outside the Clearing Process. Orders outside the Clearing Process must state that the DTC Participant is not using the Clearing Process and that the creation of Creation Units will be effected through DTC. The Portfolio Deposit transfer must be ordered by the DTC Participant on the Transmittal Date in a timely fashion so as to ensure the delivery of Deposit Securities (whether standard or custom) through DTC to each Fund account by 11:00 a.m., Eastern time, on T+1. The Cash Component, along with any cash-in-lieu and Transaction Fee, must be transferred directly to the Custodian through the Federal Reserve System in a timely manner so as to be received by the Custodian no later than 12:00 p.m., Eastern Time, on T+1. If the Custodian does not receive both the Deposit Securities and the cash by the appointed time, the order may be canceled. A canceled order may be resubmitted the following Business Day but must conform to that Business Day’s Portfolio Deposit. Authorized Participants that submit a canceled order will be liable to each Fund for any losses incurred by each Fund in connection therewith.

Orders involving foreign Deposit Securities are expected to be settled outside the Clearing Process. Thus, upon receipt of an irrevocable purchase order, the Distributor will notify the Adviser and the Custodian of such order. The Custodian, who will have caused the appropriate local Sub-custodian(s) of each Fund to maintain an account into which an Authorized Participant may deliver Deposit Securities (or cash -in-lieu), with adjustments determined by each Fund, will then provide information of the order to such local Sub-custodian(s). The ordering Authorized Participant will then deliver the Deposit Securities (and any cash-in-lieu) to each Fund’s account at the applicable local Sub-custodian. The Authorized Participant must also make available on or before the contractual settlement date, by means satisfactory to each Fund, immediately available or same day funds in U.S. dollars estimated by each Fund to be sufficient to pay the Cash Component and Transaction Fee. When a relevant local market is closed due to local market holidays, the local market settlement process will not commence until the end of the local holiday period. Settlement must occur by 2:00 p.m., Eastern Time, on the contractual settlement date.

ACCEPTANCE OF PURCHASE ORDER

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

Each Fund reserves the absolute right to reject or revoke acceptance of a purchase order transmitted to it by the Distributor if (a) the order is not in proper form; (b) the investor(s), upon obtaining the shares ordered, would own 80% or more of the currently outstanding shares of each Fund; (c) the Deposit Securities delivered do not conform to the Deposit Securities for the applicable date; (d) acceptance of the Deposit Securities would have certain adverse tax consequences to each Fund; (e) the acceptance of the Portfolio Deposit would, in the opinion of counsel, be unlawful; (f) the acceptance of the Portfolio Deposit would otherwise, in the discretion of the Trust, Fund or the Adviser, have an adverse effect on the Trust, Fund or the rights of beneficial owners; or (g) in the event that circumstances outside the control of the Trust, the Distributor and the Adviser make it for all practical purposes impossible to process purchase orders. Examples of such circumstances include acts of God; public service or utility problems resulting in telephone, telecopy or computer failures; fires, floods or extreme weather conditions; market conditions or activities causing trading halts; systems failures involving computer or other informational systems affecting the Trust, the Distributor, DTC, NSCC, the Adviser, each Fund’s Custodian, a Sub-custodian or any other participant in the creation process; and similar extraordinary events. The Distributor shall notify an Authorized Participant of its rejection of the order. Each Fund, the Custodian, any Sub-custodian and the Distributor are under no duty, however, to give notification of any defects or irregularities in the delivery of Portfolio Deposits, and they shall not incur any liability for the failure to give any such notification.

ISSUANCE OF A CREATION UNIT

Once a Fund has accepted an order, upon next determination of the Fund’s NAV, the Fund will confirm the issuance of a Creation Unit against receipt of payment, at such NAV. The Distributor will transmit a confirmation of acceptance to the Authorized Participant that placed the order.

Except as provided below, a Creation Unit will not be issued until a Fund obtains good title to the Deposit Securities, along with any cash-in-lieu and Transaction Fee. The delivery of Creation Units will generally occur no later than T+2.

In certain cases, Authorized Participants will create and redeem Creation Units on the same trade date. In these instances, the Trust reserves the right to settle these transactions on a net basis.

With respect to orders involving foreign Deposit Securities, when a local Sub-custodian has confirmed to the Custodian that the Deposit Securities (or cash-in-lieu) have been delivered to a Fund’s account with the Sub-custodian, the Fund will issue and deliver the Creation

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Unit. As stated above, Creation Units are generally delivered on T+2. However, a Fund may settle Creation Unit transactions on a basis other than T+2 in order to accommodate foreign market holiday schedules, to account for different treatment among foreign and U.S. markets of dividend record dates and ex-dividend dates (that is the last day the holder of a security can sell the security and still receive dividends payable on the security), and in certain other circumstances.

A Fund may issue a Creation Unit prior to receiving good title to the Deposit Securities under the following circumstances if, pursuant to the applicable Participant Agreement, the relevant Authorized Participant provides an undertaking to deliver the missing Deposit Securities as soon as possible, which undertaking is secured by such Authorized Participant’s delivery of cash in U.S. Dollars to the Custodian having a value equal to at least 105% of the value of the missing Deposit Securities (“Collateral”) as adjusted by time to time by the Adviser. The Collateral will have a value greater than the NAV of the Creation Unit on the date the order is placed and must be delivered no later than 2:00 p.m., Eastern Time, on T+1. The value of the missing Deposit Securities is marked to market daily and the amount of Collateral is adjusted to make sure the Collateral value is at least 105% of the marked value. At any time, a Fund may use the Collateral to purchase the missing Deposit Securities, and the Authorized Participant will be liable to the Fund for any costs incurred thereby or losses resulting therefrom, whether or not they exceed the amount of the Collateral, including any Transaction Fee, any amount by which the purchase price of the missing Deposit Securities exceeds the market value of such securities on the Transmittal Date, brokerage and other transaction costs. The Trust will return any unused Collateral once all of the missing Deposit Securities have been received by a Fund. More information regarding a Fund’s current procedures for collateralization is available from the Funds.

CASH PURCHASE METHOD

When cash purchases of Creation Units are available or specified for a Fund, they will be effected in essentially the same manner as in-kind purchases. In the case of a cash purchase, the investor must pay the cash equivalent of the Portfolio Deposit. In addition, cash purchases will be subject to Transaction Fees, as described above.

The Funds reserve the right to offer purchases of Creation Units solely in cash if, on a given Business Day, a Fund announces before the open of trading that all purchases on that day will be made entirely in cash A Fund may also, on a given Business Day, require all Authorized Participants purchasing Creation Units on that day to deposit cash in lieu of some or all of the Deposit Securities because: (i) such securities are not eligible for transfer either through the NSCC or DTC or (ii) in the case of Foreign Funds holding non-U.S. investments, such securities are not eligible for trading due to local trading restrictions, local restrictions on securities transfers or other similar circumstances.

The Fund may also permit an Authorized Participant to deposit cash in lieu of some or all of the Deposit Securities because: (i) such securities are not available in sufficient quantity or (ii) such securities are not eligible for trading by an Authorized Participant or the investor on whose behalf the Authorized Participant is acting.

Redeeming Creation Units

Shares of a Fund may be redeemed only in Creation Units at their NAV next determined after receipt of a redemption request made in proper form by the Distributor on any Business Day. A Fund will not redeem shares in amounts less than Creation Units.

REDEMPTION BASKET

The consideration received in connection with the redemption of a Creation Unit generally consists of an in-kind basket of designated securities (“Redemption Securities”) and an amount of cash in U.S. dollars (“Cash Component”). Together, the Redemption Securities and the Cash Component constitute the “Redemption Basket.”

There can be no assurance that there will be sufficient liquidity in shares in the secondary market to permit assembly of a Creation Unit. In addition, investors may incur brokerage and other costs in connection with assembling a Creation Unit.

The Cash Component serves the function of compensating for any differences between the net asset value per Creation Unit and the Redemption Securities. Thus, the Cash Component is equal to the difference between (x) the net asset value per Creation Unit of the Fund and (y) the market value of the Redemption Securities. If (x) is more than (y), the Authorized Participant will receive the Cash Component from the Fund. If (x) is less than (y), the Authorized Participant will pay the Cash Component to the Fund.

If the Redemption Securities on a Business Day are different from the Deposit Securities, prior to the opening of business on the Exchange (currently 9:30 a.m., Eastern Time), the Adviser through the Custodian makes available through NSCC the name and amount of each Redemption Security in the current Redemption Basket (based on information at the end of the previous Business

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Day) for a Fund and the (estimated) Cash Component, effective through and including the previous Business Day, per Creation Unit. If the Redemption Securities on a Business Day are different from the Deposit Securities, all redemption requests that day will be processed outside the Clearing Process.

The Redemption Securities may change as rebalancing adjustments and corporate action events are reflected from time to time by the Adviser in the Fund’s portfolio. These adjustments will reflect changes known to the Adviser on the date of announcement to be in effect by the time of delivery of the Redemption Basket.

The right of redemption may be suspended or the date of payment postponed: (i) for any period during which the NYSE is closed (other than customary weekend and holiday closings); (ii) for any period during which trading on the NYSE is suspended or restricted; (iii) for any period during which an emergency exists as a result of which disposal of the shares or determination of the ETF’s NAV is not reasonably practicable; or (iv) in such other circumstances as permitted by the SEC, including as described below.

CUSTOM REDEMPTIONS AND CASH-IN-LIEU

A Fund may, in its sole discretion, permit or require the substitution of an amount of cash (“cash-in-lieu”) to be added to the Cash Component to replace any Redemption Security. The Fund may permit or require cash-in-lieu when, for example, a Redemption Security may not be available in sufficient quantity for delivery or may not be eligible for transfer through the systems of DTC or the Clearing Process. Similarly, a Fund may permit or require cash-in-lieu of Redemption Securities when, for example, the Authorized Participant or its underlying investor is restricted under U.S. or local securities law or policies from transacting in one or more Redemption Securities. Each Fund will comply with the federal securities laws in satisfying redemptions with Redemption Securities, including that the Redemption Securities are sold in transactions that would be exempt from registration under the 1933 Act. All redemption requests involving cash-in-lieu are considered to be “Custom Redemptions.”

REDEMPTION REQUESTS

To redeem a Creation Unit, an Authorized Participant must submit an irrevocable redemption request to the Distributor. An Authorized Participant will represent to the Fund that it will not attempt to place a redemption order for the purpose of redeeming any Creation Units, unless it first ascertains or has reasonable grounds to believe that as of the time of the settlement date: (i) it, or its customer, as the case may be, will own outright (or have full legal authority and legal beneficial right to tender) the requisite number of Fund shares for redemption, and (ii) all of the shares that are in the Creation Unit to be redeemed have not been loaned or pledged to another party and are not the subject of a repurchase agreement, securities lending agreement or such other arrangement that would preclude the delivery of such shares to a Fund on the settlement date. Each Fund reserves the absolute right, in its sole discretion, to verify these representations, but will typically require verification in connection with higher levels of redemption activity and /or short interest in a Fund. If the Authorized Participant, upon receipt of a verification request, does not provide sufficient verification of the requested representations, the redemption request will not be considered to be in proper form and may be rejected by a Fund.

TIMING OF SUBMISSION OF REDEMPTION REQUESTS – NON-INTERNATIONAL FUNDS

Subject to the terms of the applicable Participant Agreement, all orders to redeem shares directly from any Fund (other than an International Fund) directly from a Fund must be placed for one or more Creation Units by the Cut-off Time in order to receive the NAV calculated on the Transmittal Date.

TIMING OF SUBMISSION OF REDEMPTION REQUESTS – INTERNATIONAL FUND

Subject to the terms of the applicable Participant Agreement, all orders to redeem shares directly from an International Fund that invests a significant amount of its assets in foreign securities directly from the Funds on the next Business Day must be submitted as a “Future Dated Trade” for one or more Creation Units between 4:30 p.m. Eastern time and 5:30 p.m. Eastern time on the prior Business Day in order to receive the NAV calculated on the Transmittal Date. The Transmittal Date is the Business Day following the day on which such an order is submitted to redeem Creation Units.

INTERMEDIARY DEADLINES

A redemption request is deemed received if (i) such order is received by the Distributor by the Cut-off Time on such day and (ii) all other procedures set forth in the Participant Agreement are properly followed. Persons placing or effectuating Custom Redemptions and/or orders involving cash should be mindful of time deadlines imposed by intermediaries, such as DTC and/or the Federal Reserve System, which may impact the successful processing of such orders to ensure that cash and securities are transferred by the Settlement Date, as defined above.

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REQUESTS USING THE CLEARING PROCESS

If available, (portions of) redemption requests may be settled through the Clearing Process. In connection with such orders, the Distributor transmits on behalf of the Authorized Participant, such trade instructions as are necessary to effect the redemption. Pursuant to such trade instructions, the Authorized Participant agrees to deliver the requisite Creation Unit(s) to a Fund, together with such additional information as may be required by the Distributor. Cash Components will be delivered using either the Clearing Process or the Federal Reserve System, as described above.

REQUESTS OUTSIDE THE CLEARING PROCESS

If the Clearing Process is not available for (portions of) an order, Redemption Baskets will be delivered outside the Clearing Process. Orders outside the Clearing Process must state that the DTC Participant is not using the Clearing Process and that the redemption will be effected through DTC. The Authorized Participant must transfer or cause to be transferred the Creation Unit(s) of shares being redeemed through the book-entry system of DTC so as to be delivered through DTC to the Custodian by 10:00 a.m., Eastern Time, on received T-1. In addition, the Cash Component must be received by the Custodian by 12:00 p.m., Eastern Time, on T-1. If the Custodian does not receive the Creation Unit(s) and Cash Component by the appointed times on T-1, the redemption will be rejected, except in the circumstances described below. A rejected redemption request may be resubmitted the following Business Day.

Orders involving foreign Redemption Securities are expected to be settled outside the Clearing Process. Thus, upon receipt of an irrevocable redemption request, the Distributor will notify the Adviser and the Custodian. The Custodian will then provide information of the redemption to the Fund’s local Sub-custodian(s). The redeeming Authorized Participant, or the investor on whose behalf is acting, will have established appropriate arrangements with a broker-dealer, bank or other custody provider in each jurisdiction in which the Redemption Securities are customarily traded and to which such Redemption Securities (and any cash-in-lieu) can be delivered from the Fund’s accounts at the applicable local Sub-custodian(s).

ACCEPTANCE OF REDEMPTION REQUESTS

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

DELIVERY OF REDEMPTION BASKET

Once a Fund has accepted a redemption request, upon next determination of the Fund’s NAV, the Fund will confirm the issuance of a Redemption Basket, against receipt of the Creation Unit(s) at such NAV, any cash-in-lieu and Transaction Fee. A Creation Unit tendered for redemption and the payment of the Cash Component, any cash-in-lieu and Transaction Fee will be effected through DTC. The Authorized Participant, or the investor on whose behalf it is acting, will be recorded on the book-entry system of DTC.

The Redemption Basket will generally be delivered to the redeeming Authorized Participant within T+2. Except under the circumstances described below; however, a Redemption Basket generally will not be issued until the Creation Unit(s) are delivered to a Fund, along with the Cash Component, any cash-in-lieu and Transaction Fee.

In certain cases, Authorized Participants will create and redeem Creation Units on the same trade date. In these instances, the Trust reserves the right to settle these transactions on a net basis.

With respect to orders involving foreign Redemption Securities, a Fund may settle Creation Unit transactions on a basis other than T+2 in order to accommodate foreign market holiday schedules, to account for different treatment among foreign and U.S. markets of dividend record dates and ex-dividend dates (that is the last day the holder of a security can sell the security and still receive dividends payable on the security), and in certain other circumstances. When a relevant local market is closed due to local market holidays, the local market settlement process will not commence until the end of the local holiday period.

Cash Redemption Method. The Funds reserve the right to redeem Creation Units solely in cash if, on a given Business Day, a Fund announces before the open of trading that all redemptions on that day will be made entirely in cash. A Fund may also on a given Business Day, requires all Authorized Participants redeeming Creation Units on that day to receive cash in lieu of some or all of the Deposit Securities because: (i) such securities are not eligible for transfer either through the NSCC or DTC or (ii) in the case of International Funds holding non-U.S. investments, such securities are not eligible for trading due to local trading restrictions, local restrictions on securities transfers or other similar circumstances. The Funds may also permit an Authorized Participant to receive cash in lieu of some or all of the Deposit Securities because: (i) such securities are not available in sufficient quantity, (ii) such securities are not eligible for trading by an Authorized Participant or the investor on whose behalf the Authorized Participant is acting, or (iii) a holder of shares of a Fund holding non-U.S. investments would be subject to unfavorable income tax treatment if

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the holder receives redemption proceeds in kind. When cash redemptions of Creation Units are available or specified for a Fund, they will be effected in essentially the same manner as in-kind redemptions. In the case of a cash redemption, the investor will receive the cash equivalent of the Redemption Basket minus any Transaction Fees, as described above.

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Section 8 |

Management of the Trust

Board Leadership Structure

The Trust is governed by a Board of Trustees consisting of twelve (12) Trustees, nine (9) of whom are not “interested persons” of the Trust within the meaning of that term under the 1940 Act (the “Independent Trustees”). The Chair of the Board is an Interested Trustee, who functions as the lead Trustee. Mr. Alan Ross, an “Independent Trustee”, serves as Vice Chairman of the Board. The Chair serves as liaison between the Board and its Committees, and the Adviser and other service providers. The Chair is actively involved in setting the Board meeting agenda and participates on certain of the Board’s Committees.

BOARD ROLE IN RISK OVERSIGHT

In considering risks related to the Funds, the Board consults and receives reports from officers of the Funds and personnel of the Adviser, who are charged with the day-to-day risk oversight function. Matters regularly reported to the Board include certain risks involving the Funds’ investment portfolios, trading practices, operational matters, financial and accounting controls, and legal and regulatory compliance. The Board regularly reviews reports relating to compliance and enterprise risk, including operational risk and personnel, reports related to the Trust’s compliance program and the Chief Compliance Officer, and investment risks, that is, risks to the Funds resulting from pursuing the Funds’ investment strategies (e.g., credit risk, liquidity risk and market risk).

TRUSTEES AND OFFICERS

The following tables list the Trustees and Officers, their ages, position with the Trust, length of time served, principal occupations during the past five years, and, where applicable, any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 19 portfolios in the Trust. There is no defined term of office, and each trustee serves until his or her resignation, retirement, removal, death, or the election of a qualified successor. Each Trustee’s and Officer’s address is c/o Timothy Partners, Ltd, 1055 Maitland Center Commons, Maitland, FL 32751

INTERESTED TRUSTEES

NAME, AGE & ADDRESS	POSITION(S) HELD WITH TRUST	TERM OF OFFICE & LENGTH OF TIME SERVED	NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE
Arthur D. Ally¹ 1055 Maitland Center Commons Maitland, FL Born: 1942	Trustee, Chairman, President, and Treasurer	Indefinite; Trustee and President since 1994	19
	PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS		DIRECTORSHIPS HELD BY TRUSTEE
	President and controlling shareholder of Covenant Funds, Inc. (“CFI”), a holding company. CEO and general partner of Timothy Partners, Ltd. (“TPL”), the investment Adviser and principal underwriter to each Fund. CFI is also TPL’s managing general partner.		None

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NAME, AGE & ADDRESS	POSITION(S) HELD WITH TRUST	TERM OF OFFICE & LENGTH OF TIME SERVED	NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE
Mathew D. Staver² 1055 Maitland Center Commons Maitland, FL Born: 1956	Trustee	Indefinite; Trustee since 2000	19
	PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS		DIRECTORSHIPS HELD BY TRUSTEE
	An attorney specializing in free speech, appellate practice, and religious liberty constitutional law. Founder of Liberty Counsel, a religious civil liberties education and legal defense organization. Host of two radio programs devoted to religious freedom issues. Editor of a monthly newsletter devoted to religious liberty topics. Mr. Staver has argued before the United States Supreme Court and has published numerous legal articles.		None

NAME, AGE & ADDRESS	POSITION(S) HELD WITH TRUST	TERM OF OFFICE & LENGTH OF TIME SERVED	NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE
Patrice Tsague³ 1055 Maitland Center Commons Maitland, FL Born: 1973	Trustee	Indefinite; Trustee since 2011	19
	PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS		DIRECTORSHIPS HELD BY TRUSTEE
	President and Chief Servant Officer of the Nehemiah Project International Ministries Inc. since 1999.		None

1.	Mr. Ally is an “interested” Trustee, as defined in the 1940 Act, because of his positions with and financial interests in CFI and TPL.

2.	Mr. Staver is an “interested” Trustee, as defined in the 1940 Act, because he has a limited partnership interest in TPL.

3.	Mr. Tsague is an “interested” Trustee, as defined in the 1940 Act, because of a material financial relationship with TPL.

INDEPENDENT TRUSTEES

NAME, AGE & ADDRESS	POSITION(S) HELD WITH TRUST	TERM OF OFFICE & LENGTH OF TIME SERVED	NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE
Dale A. Bissonette 1055 Maitland Center Commons Maitland, FL Born: 1958	Trustee	Indefinite; Trustee since 2020	19
	PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS		DIRECTORSHIPS HELD BY TRUSTEE
	President, Good Place Holdings, a Christian Centered Business Holding Company.		None

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NAME, AGE & ADDRESS	POSITION(S) HELD WITH TRUST	TERM OF OFFICE & LENGTH OF TIME SERVED	NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE
Kenneth Blackwell 1055 Maitland Center Commons Maitland, FL Born: 1948	Trustee	Indefinite; Trustee from 2011 to 2020 and 2022 to present	19
	PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS		DIRECTORSHIPS HELD BY TRUSTEE
	Self-Employed Independent Public Policy Consultant.		Public Interest Legal Foundation; National Rifle Association; Columbia International University; International Foundation For Electoral Systems; Law Enforcement Legal Defense Fund; American Constitution Rights Union.

NAME, AGE & ADDRESS	POSITION(S) HELD WITH TRUST	TERM OF OFFICE & LENGTH OF TIME SERVED	NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE
Richard W. Copeland 1055 Maitland Center Commons Maitland, FL Born: 1947	Trustee	Indefinite; Trustee since 2005	19
	PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS		DIRECTORSHIPS HELD BY TRUSTEE
	Retired. Associate Professor of Law Stetson University. Retired Principal of Copeland & Covert, Attorneys at Law, specializing in tax and estate planning. B.A. from Mississippi College, JD from the University of Florida, and LLM Taxation from the University of Miami.		None

NAME, AGE & ADDRESS	POSITION(S) HELD WITH TRUST	TERM OF OFFICE & LENGTH OF TIME SERVED	NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE
Deborah Honeycutt 1055 Maitland Center Commons Maitland, FL Born: 1947	Trustee	Indefinite; Trustee since 2010	19
	PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS		DIRECTORSHIPS HELD BY TRUSTEE
	Dr. Honeycutt is a licensed physician currently serving as Medical Director of Clayton State University Health Services in Morrow, GA, CEO of Minority Health Services in Atlanta, and as a volunteer at Good Shepherd Clinic. Dr. Honeycutt received her B.A. and M.D. at the University of Illinois.		None

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NAME, AGE & ADDRESS	POSITION(S) HELD WITH TRUST	TERM OF OFFICE & LENGTH OF TIME SERVED	NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE
Bill Johnson 1055 Maitland Center Commons Maitland, FL Born: 1946	Trustee	Indefinite; Trustee since 2005	19
	PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS		DIRECTORSHIPS HELD BY TRUSTEE
	President (and Founder) of the American Decency Association, Freemont, MI, since 1999. Previously served as Michigan State Director for the American Family Association (1987-1999). Previously, he was a public school teacher for 18 years. B.S. from Michigan State University and a Master of Religious Education from Grand Rapids Baptist Seminary.		None

NAME, AGE & ADDRESS	POSITION(S) HELD WITH TRUST	TERM OF OFFICE & LENGTH OF TIME SERVED	NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE
John C. Mulder 1055 Maitland Center Commons Maitland, FL Born: 1950	Trustee	Indefinite; Trustee since 2005	19
	PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS		DIRECTORSHIPS HELD BY TRUSTEE
	President of WaterStone (FKA, the Christian Community Foundation, and National Foundation) since 2001. Prior: 22 years of executive experience for a group of banks and a trust company. B.A. in Economics from Wheaton College and MBA from the University of Chicago.		None

NAME, AGE & ADDRESS	POSITION(S) HELD WITH TRUST	TERM OF OFFICE & LENGTH OF TIME SERVED	NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE
Scott Preissler, Ph.D. 1055 Maitland Center Commons Maitland, FL Born: 1960	Trustee	Indefinite; Trustee since 2004	19
	PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS		DIRECTORSHIPS HELD BY TRUSTEE
	Scott Preissler, Ph.D., is the Executive Director of Friendship Christian School in Suwanee, Georgia, and The National Center for Stewardship & Generosity. He is a former professor and past President and CEO of The Christian Stewardship Association (CSA) and Southern Baptist state headquarters in Texas and Georgia.		None

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NAME, AGE & ADDRESS	POSITION(S) HELD WITH TRUST	TERM OF OFFICE & LENGTH OF TIME SERVED	NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE
Abraham M. Rivera 1055 Maitland Center Commons Maitland, FL Born: 1969	Trustee	Indefinite; Trustee since 2020	19
	PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS		DIRECTORSHIPS HELD BY TRUSTEE
	Pastor / President / Director for La Puerta Life Center, Inc., a Florida corporation.		1

NAME, AGE & ADDRESS	POSITION(S) HELD WITH TRUST	TERM OF OFFICE & LENGTH OF TIME SERVED	NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE
Alan M. Ross 1055 Maitland Center Commons Maitland, FL Born: 1951	Trustee, Vice Chairman	Indefinite; Trustee since 2004	19
	PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS		DIRECTORSHIPS HELD BY TRUSTEE
	Founder and CEO of Kingdom Companies since 2000. Previously, he served as President and CEO of Fellowship of Companies for Christ. Alan is the president of the Electric Power Reliability Alliance (EPRA), a nonprofit serving industrial, commercial, and grid-edge electrical reliability practitioners.		None

PRINCIPAL EXECUTIVE OFFICERS

NAME, AGE & ADDRESS	POSITION(S) HELD WITH TRUST	TERM OF OFFICE & LENGTH OF TIME SERVED	NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE
Terry Covert 1055 Maitland Center Commons Maitland, FL Born: 1947	Executive Officer, Vice President	Officer since 2019 Indefinite Term	N/A
	PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS		DIRECTORSHIPS HELD BY TRUSTEE
	Chief Compliance Officer and General Counsel for the Adviser, Timothy Partners, Ltd; Partner, Copeland Covert & Smith PLLC, law firm.		N/A

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NAME, AGE & ADDRESS	POSITION(S) HELD WITH TRUST	TERM OF OFFICE & LENGTH OF TIME SERVED	NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE
Cheryl Mumbert 1055 Maitland Center Commons Maitland, FL Born: 1970	Executive Officer, Vice President	Officer since 2019 Indefinite Term	N/A
	PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS		DIRECTORSHIPS HELD BY TRUSTEE
	CMDO for Adviser, Timothy Partners, Ltd.		N/A

NAME, AGE & ADDRESS	POSITION(S) HELD WITH TRUST	TERM OF OFFICE & LENGTH OF TIME SERVED	NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE
David D. Jones 1055 Maitland Center Commons Maitland, FL Born: 1957	Chief Compliance Officer	Since 2004, Indefinite Term	N/A
	PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS		DIRECTORSHIPS HELD BY TRUSTEE
	Co-founder and Managing Member, Drake Compliance, LLC (compliance consulting); founder and controlling shareholder, David Jones & Associates (law firm), 1998 to 2015.		N/A

NAME, AGE & ADDRESS	POSITION(S) HELD WITH TRUST	TERM OF OFFICE & LENGTH OF TIME SERVED	NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE
David James 225 Pictoria Drive Cincinnati, Ohio 45246 Born: 1970	Secretary	Secretary since 2023, Assistant Secretary since 2022, Indefinite Term	N/A
	PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS		DIRECTORSHIPS HELD BY TRUSTEE
	As Executive Vice President, Chief Legal and Risk Officer at Ultimus Fund Solutions, since 2018; Department Head of State Street Bank and Trust Company’s Fund Administration Legal Department -2003-2018.		N/A

NAME, AGE & ADDRESS	POSITION(S) HELD WITH TRUST	TERM OF OFFICE & LENGTH OF TIME SERVED	NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE
Brittany Weise 225 Pictoria Drive, Suite 450 Cincinnati, Ohio 45246 Born: 1990	Assistant Secretary	Assistant Secretary since 2023, Indefinite Term	N/A
	PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS		DIRECTORSHIPS HELD BY TRUSTEE
	Associate Counsel – Ultimus Fund Solutions 2022-Pres., Attorney – Morgan & Morgan P.A. (formerly Mitcheson & Lee, LLP) 2019 – 2022, Fund Officer – State Street Bank and Trust Company, 2018-2019.		N/A

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NAME, AGE & ADDRESS	POSITION(S) HELD WITH TRUST	TERM OF OFFICE & LENGTH OF TIME SERVED	NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE
Deryk Jones 4221 North 203^rd St., Suite 100 Elkhorn, NE 68022 Born: 1988	AML Officer	AML Officer since 2022, Indefinite Term	N/A
	PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS		DIRECTORSHIPS HELD BY TRUSTEE
	Compliance Analyst since March 2018		N/A

ADDITIONAL INFORMATION ABOUT THE TRUSTEES

Each Trustee’s experience, qualifications, attributes, or skills, both on an individual and combined basis with those of the other Trustees, lead the Board of Trustees to conclude that they are qualified to serve on the Board. The Board of Trustees believes that the Trustees’ ability to review critically, evaluate, question, and discuss the information provided to them; to interact effectively with the Adviser, other service providers, legal counsel, and independent public accountants; and to exercise practical business judgment in the performance of their duties as Trustees, support this conclusion. The Board of Trustees also considers the contributions each Trustee can make to the Board and the Trust a valuable asset.

As described in the table above, the Independent Trustees have served as such for a considerable time, which has provided them with knowledge of the business and operation of the Funds and the Trust. In addition, the following specific experience, qualifications, attributes, and/or skills apply to each Trustee:

Arthur Ally served as a financial professional for nearly twenty years before establishing TPL, the Adviser and distributor of the Timothy Plan Funds. Mr. Ally has a degree in accounting and economics and has earned numerous professional designations.

Mat Staver served as Dean of Liberty University School of Law and is the founder and chairperson of Liberty Counsel. Mr. Staver has argued before the United States Supreme Court and brings his extensive legal background to the Board.

Richard Copeland is a retired Associate Professor from Stetson University School of Business Administration. Retired Principal of Copeland & Covert, Attorneys at Law specializing in tax and estate planning. B.A. from Mississippi College, JD from the University of Florida, and LLM Taxation from the University of Miami.

Deborah Honeycutt is a physician practicing in the Atlanta, GA, area. Dr. Honeycutt has experience managing and directing health clinics and as a family medical practitioner and brings extensive business experience and experience in the healthcare sector to the Board.

Bill Johnson has served in ministry by being on the front lines in the fight against pornography. Mr. Johnson brings a keen knowledge of the various forms of pornography and hands-on experience running a non-profit organization.

John Mulder is the executive director of Waterstone, a charitable remainder trust custodian that serves persons across the United States. Mr. Mulder brings proficiency in taxation and the skills he has acquired in managing a national organization.

Scott Preissler, Ph.D., is the Executive Director of Friendship Christian School in Suwanee, Georgia. Dr. Preissler was the primary founder and 1st Executive Director of The National Center for Stewardship & Generosity. He was formerly a graduate school-chaired professor and past President and CEO of The Christian Stewardship Association (CSA). He served in steward leadership roles at the Southern Baptist state headquarters in Texas and Georgia. Dr. Preissler brings extensive organizational and nonprofit executive leadership/management experience to the Board.

Alan Ross is an entrepreneur specializing in corporate turn-around ventures and is currently president of the Electric Power Reliability Alliance (EPRA). Mr. Ross offers the board the wealth of knowledge he has gained from his experiences as a manager/owner of numerous companies.

Patrice Tsague brings a unique combined perspective from his career, including counseling for international entrepreneurship and developing organizational techniques and business avenues.

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Pastor Abraham M. Rivera receives various honors and awards for his work in the community, including the United States Congressional Award for Hispanic Leadership. He is currently on the teaching staff of St. Thomas University. Mr. Rivera is the Pastor / President / Director for the La Puerta Life Center, Inc. in Florida.

Dale A. Bissonette is the President of Good Place Holdings, a Christian Centered Business holding Company. Mr. Bissonette adds diverse business skills and experience to the Board.

Kenneth Blackwell brings his vast experience and unique perspective gained as the former mayor of Cincinnati, Ohio, and also served as former Secretary of State for Ohio. Mr. Blackwell was an overseas ambassador, author, and celebrated business entrepreneur.

References to the experience, qualifications, attributes, or skills of the Trustees are pursuant to the requirements of the Securities and Exchange Commission. They do not indicate that the Board or any Trustee has unique expertise or experience and shall not impose any greater responsibility or liability on such Trustee or the Board by reason thereof.

BOARD STRUCTURE

The Board is responsible for overseeing the management and operations of the Trust and the Funds. The Board currently consists of nine independent trustees and three trustees who are interested persons in the Trust. Arthur D. Ally, an interested person of the Trust, serves as Chair of the Board. Mr. Alan Ross serves as Vice-Chair of the Board and the Lead Independent Trustee. Mr. Ross works with Mr. Ally to set the agendas for the Board and Committee meetings and chair meetings of the Independent Trustees. Generally, Mr. Ross is a liaison between the Independent Trustees and the Trust’s management during Board meetings.

The Board has two standing committees: the Audit Committee and the Governance Committee. The members of each Committee are not “interested” persons of the Trust (as defined in the 1940 Act).

The Audit Committee consists of Messrs. Bissonette – Chairman, Mulder, Copeland, and Pressler. The Audit Committee is responsible for overseeing the Trust’s accounting and financial reporting policies and practices, internal controls, and, as appropriate, the internal controls of certain service providers; overseeing the quality and objectivity of financial statements and the independent audits of the financial statements; acting as a liaison between the independent auditors and the full Board. The Audit Committee meets twice during each calendar year.

The Governance Committee consists of Messrs. Rivera – Chairman, Ross, Johnson, Tsague and Mrs. Honeycutt. The Governance Committee is responsible for overseeing the composition of the Board, the qualifications and independence of its members, compensation, education, the Trustees’ annual “self-assessment” and other governance matters, as well as the succession of Board members. The Committee meets on an as-needed basis and currently does not accept recommendations from shareholders regarding nominees. The Committee was established in February 2024.

The Independent Trustees have engaged independent legal counsel to advise on regulatory compliance and other topics. This legal counsel also serves as counsel to the Trust. In addition, the Board has engaged a Chief Compliance Officer (“CCO”) responsible for overseeing compliance risks. The CCO is also an officer of the Trust and reports to the Board at least quarterly on any material compliance items that have arisen. Annually, they provide the Board with a comprehensive compliance report outlining the effectiveness of the Trust’s compliance policies and procedures and those of its service providers. As part of the CCO’s risk oversight function, the CCO seeks to understand the risks inherent in the operations of the Trust’s series and their advisers and sub-advisers. Periodically, the CCO provides reports to the Board that:

●

Assess the quality of the information the CCO receives from internal and external sources;

●

Assess how Trust personnel monitor and evaluate risks;

●

Assess the quality of the Trust’s risk management procedures and the effectiveness of the Trust’s organizational

●

structure in implementing those procedures;

●

Consider feedback from and provide feedback regarding critical risk issues to Trust and administrative and advisory personnel responsible for implementing risk management programs and

●

Consider economic, industry, and regulatory developments and recommend changes to the Trust’s compliance programs to meet new regulations or industry developments.

Under normal circumstances, the Board meets in person quarterly. It holds four regular meetings annually to consider and act upon matters involving the Trust and the Funds. The Board also may hold special meetings to address matters arising between regular meetings. Beginning in March 2020, the Trustees may conduct quarterly meetings telephonically in accordance with relief granted by the U.S. Securities and Exchange Commission (the “SEC”) to ease certain governance obligations in light of current travel concerns

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related to the COVID-19 pandemic. The Trustees acknowledge that all actions that require a vote of the Trustees at an in-person meeting would be ratified, as required by the SEC’s relief, at a later in-person meeting. The Independent Trustees also regularly meet outside management and are advised by legal counsel. These meetings may take place in person or by telephone. Through the Audit Committee, the Independent Trustees consider and address important matters involving the Funds, including those presenting conflicts or potential conflicts of interest for Trust management. The Board has determined that its committee structure helps ensure that the Funds have effective and independent governance and oversight. Given the Adviser’s sponsorship of the Trust, that investors have selected the Adviser to provide overall management to the Funds, and Mr. Ally’s senior leadership role within the Adviser, the Board elected him Chairman. The Board reviews its structure regularly and believes that its leadership structure, including having at least two thirds Independent Trustees, coupled with the responsibilities undertaken by Mr. Ally as Chair, Mr. Ross as Vice-Chair and Lead Independent Trustee, is appropriate and in the best interests of the Trust, given its specific characteristics. The Board also believes its leadership structure facilitates the orderly and efficient flow of information from fund management to the Independent Trustees.

The Board recognizes that it is impossible to identify all risks that may affect a Fund or to develop processes, procedures, and controls to eliminate or mitigate every occurrence or effect. The Board may change how it conducts its risk oversight role at any time and at its discretion.

Trustees Compensation

Compensation was paid by the Trust to the Trustees during the past calendar year as set forth in the table below.

The following tables indicate the compensation received by each Trustee from the Funds covered in this SAI and from the Fund Complex for the last calendar year ended December 31, 2023. As of December 31, 2023, there were 19 funds in the Timothy Fund Complex for which the Trustees listed below were compensated. The Trust does not maintain a retirement plan for its Trustees.

NAME OF PERSON, POSITION	AGGREGATE COMPENSATION FROM FUNDS⁽¹⁾	PENSION OR RETIREMENT BENEFITS ACCRUED AS PART OF FUNDS EXPENSES	ESTIMATED ANNUAL BENEFITS UPON RETIREMENT	TOTAL COMPENSATION FROM FUND AND FUND COMPLEX PAID TO DIRECTORS
Interested Trustees
Arthur D. Ally, Chairman	$0	$0	$0	$0
Mathew D. Staver	$0	$0	$0	$0
Patrice Tsague	$0	$0	$0	$0
Independent Trustees
Dale A. Bissonette	$8,000	$0	$0	$8,000
Kenneth Blackwell	$6,000	$0	$0	$6,000
Richard W. Copeland	$8,000	$0	$0	$8,000
Deborah Honeycutt	$8,000	$0	$0	$8,000
William Johnson	$8,000	$0	$0	$8,000
John C. Mulder	$6,000	$0	$0	$6,000
Scott Preissler, Ph.D.	$8,000	$0	$0	$8,000
Abraham M. Rivera	$8,000	$0	$0	$8,000
Alan M. Ross	$8,000	$0	$0	$8,000

⁽¹⁾	The proportionate amount of Trustee fees allocable to the ETF’s are paid by the Adviser.

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Section 9 |

Control Persons
and Principal Shareholders

Ownership

Control Person. For the purposes of ownership, “control” means the beneficial ownership, either directly or through one or more controlled companies, of more than 25% of the voting securities of a company. A controlling ownership may be detrimental to the other shareholders of a Fund.

PRINCIPAL SHAREHOLDERS | AS OF 3/31/2024

The following shareholders owned 5% or more of a particular share class of the indicated Funds. Each shareholder that beneficially owns more than 25% of the voting securities of a Fund may be deemed a control person of that class of the Fund’s outstanding shares and, thereby, may influence the outcome of matters on which shareholders are entitled to vote. Since the economic benefit of investing in a Fund is passed through to the underlying investors of the record owners of 25% or more of the Fund shares, these record owners considered the beneficial owners of the Fund’s shares or control persons of the Fund.

The names and addresses of the record holders and the percentage of the outstanding shares held by such holders are set forth in the following table.

FUND	NAME AND ADDRESS OF OWNER	% OWNED OF RECORD
US Small Cap Core ETF	CHARLES SCHWAB & CO., INC. 2423 E Lincoln Drive, Phoenix, AZ 85016-1215	37%
	U.S. BANK NATIONAL ASSOCIATION 425 Walnut St, Cincinnati, OH 45202	23%
	NATIONAL FINANCIAL SERVICES LLC 499 Washington Blvd, Jersey City, NY 07310	21%
	SEI PRIVATE TRUST COMPANY/C/O GWP 1 Freedom Valley Dr, Oaks, PA 19456	5%
US Large/Mid Cap Core ETF	CHARLES SCHWAB & CO., INC. 2423 E Lincoln Drive, Phoenix, AZ 85016-1215	41%
	NATIONAL FINANCIAL SERVICES LLC 499 Washington Blvd, Jersey City, NY 07310	28%
	PERSHING LLC, One Pershing Plaza, 14th Floor Jersey City, NY 07399	8%
	AMERICAN ENTERPRISE INVESTMENT SERVICES INC. 707 2nd Avenue South, Minneapolis, MN 55402	5%
US Large/Mid Cap Core Enhanced ETF	U.S. BANK NATIONAL ASSOCIATION 425 Walnut St, Cincinnati, OH 45202	73%
	PERSHING LLC, One Pershing Plaza, 14th Floor Jersey City, NY 07399	9%
	NATIONAL FINANCIAL SERVICES LLC 499 Washington Blvd, Jersey City, NY 07310	8%

CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS

STATEMENT OF ADDITIONAL INFORMATION (ETFS) / 49

FUND	NAME AND ADDRESS OF OWNER	% OWNED OF RECORD
	CHARLES SCHWAB & CO., INC. 2423 E Lincoln Drive, Phoenix, AZ 85016-1215	5%
High Dividend Stock ETF	CHARLES SCHWAB & CO., INC. 2423 E Lincoln Drive, Phoenix, AZ 85016-1215	30%
	NATIONAL FINANCIAL SERVICES LLC 499 Washington Blvd, Jersey City, NY 07310	28%
	AMERICAN ENTERPRISE INVESTMENT SERVICES INC. 707 2nd Avenue South, Minneapolis, MN 55402	10%
	LPL FINANCIAL LLC 4707 Executive Drive, San Diego, CA 92121	7%
	AXOS CLEARING LLC 9205 W Russell Road, Suite 400, Las Vegas, NV 89148	6%
High Dividend Stock Enhanced ETF	U.S. BANK NATIONAL ASSOCIATION 425 Walnut St, Cincinnati, OH 45202	48%
	NATIONAL FINANCIAL SERVICES LLC 499 Washington Blvd, Jersey City, NY 07310	17%
	CHARLES SCHWAB & CO., INC. 2423 E Lincoln Drive, Phoenix, AZ 85016-1215	12%
	PERSHING LLC One Pershing Plaza, 14th Floor, Jersey City, NY 07399	8%
	LPL FINANCIAL LLC 4707 Executive Drive, San Diego, CA 92121	5%
International ETF	CHARLES SCHWAB & CO., INC. 2423 E Lincoln Drive, Phoenix, AZ 85016-1215	50%
	NATIONAL FINANCIAL SERVICES LLC 499 Washington Blvd, Jersey City, NY 07310	27%
	U.S. BANK NATIONAL ASSOCIATION 425 Walnut St, Cincinnati, OH 45202	9%
Market Neutral ETF	U.S. BANK NATIONAL ASSOCIATION 425 Walnut St, Cincinnati, OH 45202	62%
	NATIONAL FINANCIAL SERVICES LLC 499 Washington Blvd, Jersey City, NY 07310	16%
	CHARLES SCHWAB & CO., INC. 2423 E Lincoln Drive, Phoenix, AZ 85016-1215	11%
	FOLIO INVESTMENTS, INC. 8180 Greensboro Dr, 8th Floor, McLean, VA 22102	7%

CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS

STATEMENT OF ADDITIONAL INFORMATION (ETFS) / 50

Section 10 |

Investment Adviser
and Other Service Providers

Investment Adviser

The Trust has entered into a written Investment Advisory agreement with Timothy Partners, Ltd. (“TPL” or the “Adviser”), for the provision of Investment Advisory services to each Fund (the “Advisory Agreement”), subject to the supervision and direction of the Trust’s Board of Trustees. The Advisory Agreement was last approved by the Trustees, including a majority of the Trustees who are not interested persons of the Trust or any person who is a party to the Agreement, at an in-person meeting held on February 24, 2023.

TPL has arranged for distribution, custody, fund administration, transfer agency and all other services necessary for the Funds to operate. The Adviser receives a fee for its services, (the “Management Fee”). From the Management Fee, the Adviser is obligated to pay or arrange for the payment of substantially all expenses of the Funds, including the cost of transfer agency, custody, fund administration and accounting, legal, audit, independent trustees and other services, except for interest expenses, distribution fees or expenses, brokerage expenses, acquired fund fees and expenses, taxes and extraordinary expenses such as litigation and other expenses not incurred in the ordinary course of the Fund’s business.

The Adviser’s Management Fee is designed to cause substantially all of the Funds’ expenses to be paid and to compensate the Adviser for providing services for the Funds.

The Advisory Agreement may be renewed after its initial two year term only so long as such renewal and continuance are specifically approved at least annually by the Board of Trustees or by vote of a majority of the outstanding voting securities of the applicable Fund, and only if the terms of the renewal thereof have been approved by the vote of a majority of the Trustees of the Trust who are not parties thereto or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. The Advisory Agreement will terminate automatically in the event of its assignment.

More complete factors considered by the Trust’s Board of Trustees in renewing the Investment Advisory agreement will be available in the Trust’s semi-annual report dated June 30, 2024.

The following schedule lists the Management Fee each Fund each Fund pays to the Adviser, as an annual percentage of its average daily net assets.

FUND	MANAGEMENT FEE
US Small Cap Core ETF	0.52%
US Large/Mid Cap Core ETF	0.52%
US Large/Mid Cap Core Enhanced ETF	0.52%
High Dividend Stock ETF	0.52%
High Dividend Stock Enhanced ETF	0.52%
International ETF	0.62%
Market Neutral ETF	0.65%

The following table sets forth the Management Fees paid to TPL for the fiscal periods ended December 31:

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FUND	2021	2022	2023
US Small Cap Core ETF	$257,617	$295,091	$432,006
US Large/Mid Cap Core ETF	$939,536	$852,887	$1,075,180
US Large/Mid Cap Core Enhanced ETF	$78,360	$358,953	$316,568
High Dividend Stock ETF	$701,612	$843,066	$1,009,961
High Dividend Stock Enhanced ETF	$55,716	$313,456	$365,078
International ETF	$500,382	$477,791	$536,989
Market Neutral ETF (a)	N/A	N/A	277,674

^(a)	Market Neutral ETF inception date is January 24, 2023.

At December 31, 2023, the Funds listed below held the following securities of issuers, each of which derived more than 15% of its gross revenues from the business of a broker, dealer, underwriter, or investment adviser:

FUND	Name of Broker or Dealer	Approx. Aggregate Value of Issuer Securities Owned by the Fund at 12/31/2023
Market Neutral ETF	Jefferies Financial Group, Inc.	$95,327
Market Neutral ETF	Virtu Financial, Inc.	$115,624
US Small Cap Core ETF	Virtu Financial, Inc.	$218,160

THE SUB-ADVISORY AGREEMENT

The Sub-Adviser, Victory Capital Management, Inc., serves as the Funds’ investment Sub-Adviser pursuant to a written Sub-Advisory agreement. The Sub-Advisory Agreement was last approved by the Trustees, including a majority of the Trustees who are not interested persons of the Trust or any person who is a party to the Agreement, at an in-person meeting held on February 24, 2024 (the “ Sub-Advisory Agreement”). Unless sooner terminated, the Sub-Advisory Agreement between the Sub-Adviser and the Adviser, on behalf of the Funds, provides that it will continue in effect as to the Funds for two years and for consecutive one-year terms thereafter, provided that such renewal is approved at least annually by the Trustees or by vote of the majority of the outstanding shares of each such Fund and, in either case, by a majority of the Trustees who are not parties to the Sub-Advisory Agreement or “interested persons” (as defined in the 1940 Act) of any party to the Sub-Advisory Agreement, by votes cast in person at a meeting called for such purpose. The Sub-Advisory Agreement is terminable as to any particular Fund at any time on 60 days written notice without penalty by a vote of the majority of the outstanding shares of a Fund, by vote of the Trustees, or as to all applicable Funds by the Adviser. The Sub-Advisory Agreement also terminates automatically in the event of any assignment, as defined by the 1940 Act.

More complete factors considered by the Trust’s Board of Trustees in renewing the investment Sub-Advisory Agreement will be available in the Trust’s semi-annual report dated June 30, 2024.

CONFLICTS OF INTEREST

The Sub-Adviser’s portfolio managers are often responsible for managing one or more Funds as well as other accounts, such as separate accounts, and other pooled investment vehicles, such as collective trust funds or unregistered hedge funds. A portfolio manager may manage other accounts which have materially higher fee arrangements than a Fund and may, in the future, manage other accounts which have a performance-based fee. A portfolio manager also may make personal investments in accounts they manage or support. The side-by-side management of the Funds along with other accounts may raise potential conflicts of interest by incenting a portfolio manager to direct a disproportionate amount of: (1) their attention; (2) limited investment opportunities, such as less liquid securities or initial public offering; and/or (3) desirable trade allocations, to such other accounts. In addition, certain trading practices, such as cross-trading between Funds or between a Fund and another account, raise conflict of interest issues. The Sub-Adviser has adopted numerous compliance policies and procedures, including a Code of Ethics, brokerage and trade allocation policies and procedures, which seek to address the conflicts associated with managing multiple accounts for multiple clients. In addition, the Sub-Adviser has a designated Chief Compliance Officer (selected in accordance with the federal securities

INVESTMENT ADVISOR AND OTHER SERVICE PROVIDERS

STATEMENT OF ADDITIONAL INFORMATION (ETFS) / 52

laws) and compliance staff whose activities are focused on monitoring the activities of Sub-Adviser employees in order to detect and address potential and actual conflicts of interest. However, there can be no assurance that the Sub-Adviser’s compliance program will achieve its intended result.

Other Service Providers

COMPLIANCE SERVICES

The Trust has entered into an Agreement with Drake Compliance LLC, pursuant to which Drake furnishes compliance oversight services to the Trust related to the design, administration and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the Investment Company Act of 1940, as amended. The open-end traditional Funds in the Trust, in the aggregate, compensate Drake for these services on a pro rata basis. With respect to the ETF’s in the Trust, the Adviser pays their proportionate share of Drake’s compensation.

ADMINISTRATOR, FUND ACCOUNTANT AND TRANSFER AGENT

Citi Fund Services Ohio, Inc. (“CFSO”) serves as administrator and fund accountant to the Funds, and Citibank, N.A. (“Citibank”) serves as transfer agent to the Funds, pursuant to a written Agreement dated November 30, 2018, by and between TPL, CFSO and Citibank (the “Services Agreement”). CFSO and Citibank assist in supervising all operations of the Funds (other than those performed by TPL and/or Victory Capital either as investment Adviser or Sub-Adviser), subject to the supervision of the Board.

Under the Services Agreement, for the services that Citi renders to the Funds, TPL pays Citi an annual fee, computed daily and paid monthly, from the fees it receives from the Funds. In addition, TPL reimburses Citi for all of their reasonable out-of-pocket expenses incurred as a result of providing the services under the Services Agreement.

Unless sooner terminated, the Services Agreement continues in effect as to each Fund for a period of three years and for consecutive one-year terms thereafter, provided that such continuance is approved by the Board or by vote of a majority of the outstanding shares of each Fund and, in either case, by a majority of the Trustees who are not parties to the Services Agreement or “interested persons” (as defined in the 1940 Act) of any party to the Services Agreement. The Services Agreement provides that CFSO shall not be liable for any error of judgment or mistake of law or any loss suffered by the Funds in connection with the matters to which the Services Agreement relates, except a loss resulting from bad faith, willful misfeasance, negligence, or reckless disregard of its obligations and duties under the Services Agreement.

CFSO calculates certain Trust expenses and make certain disbursements; calculates capital gain and net investment income distribution information; prepares shareholder reports and reports to the SEC on Forms N-CEN, N-Q and N-PORT, as applicable; coordinates dividend payments; calculates the Funds’ performance information; files the Trust’s tax returns; monitors the Funds’ status as regulated investment companies under the Code; assists in developing portfolio compliance procedures; assists with regulatory compliance; and assists in the annual audit of the Funds.

Citibank, N.A. (“Citibank”), located at 388 Greenwich St., New York, New York 10013, serves as transfer agent for the Funds and in that capacity pursuant to a Transfer Agency Services Agreement. Under its agreement with the Funds, Citibank has agreed, among other things, to (1) perform and facilitate the performance of purchases and redemptions of Creation Units by Authorized Participants; (2) record and calculate the number of outstanding Fund shares; (3) maintain shareholder accounts; (4) perform duties relating to anti-money laundering and identity theft prevention; and make periodic reports to the Board and regulators regarding its operations.

CUSTODIAN

General. Citibank, N.A., 388 Greenwich Street, New York, NY, 10013, serves as the custodian of each Fund’s assets pursuant to a Global Custodial and Agency Services Agreement dated November 30, 2018 (the “Custody Agreement”). The Custodian’s responsibilities include safeguarding and controlling each Fund’s cash and securities, handling the receipt and delivery of securities, and collecting interest and dividends on the Fund’s investments. Pursuant to the Custody Agreement, the Custodian also maintains original entry documents and books of record and general ledgers; posts cash receipts and disbursements; and records purchases and sales based upon communications from the Adviser. The Custodian may, with the approval of a Fund and at its own expense, open and maintain a sub-custody account or accounts on behalf of a Fund, provided that it shall remain liable for the performance of all of its duties under its respective Custody Agreement. The Custodian has entered into a Sub-custodian agreement with Goldman Sachs for derivatives transactions.

INVESTMENT ADVISOR AND OTHER SERVICE PROVIDERS

STATEMENT OF ADDITIONAL INFORMATION (ETFS) / 53

Foreign Custody. Rule 17f-5 under the 1940 Act, which governs the custody of investment company assets outside the United States, allows a mutual fund’s board of directors to delegate to a “Foreign Custody Manager” the selection and monitoring of foreign Sub-custodian arrangements for the Trust’s assets. Accordingly, the Board delegated these responsibilities to the Custodian pursuant to the Custody Agreement. As Foreign Custody Manager, the Custodian must (a) determine that the assets of the International Funds held by a foreign Sub-custodian will be subject to reasonable care, based on the standards applicable to custodians in the relevant market; (b) determine that the Trust’s foreign custody arrangements are governed by written contracts in compliance with Rule 17f-5 (or, in the case of a compulsory depository, by such a contract and/or established practices or procedures); and (c) monitor the appropriateness of these arrangements and any material change in the relevant contract, practices or procedures. In determining appropriateness, the Custodian will not evaluate a particular country’s investment risks, such as (a) the use of compulsory depositories, (b) such country’s financial infrastructure, (c) such country’s prevailing custody and settlement practices, (d) nationalization, expropriation or other governmental actions, (e) regulation of the banking or securities industry, (f) currency controls, restrictions, devaluations or fluctuations, and (g) market conditions that affect the orderly execution of securities transactions or affect the value of securities. The Custodian will provide the Board quarterly written reports regarding the Trust’s foreign custody arrangements.

DISTRIBUTOR

Foreside Fund Services, LLC, 3 Canal Plaza, Suite 100, Portland, ME 04101, serves as the distributor of Creation Units (the “Distributor”) for the Funds on an agency basis. The Trust has entered into a Distribution Agreement dated April 29, 2019 (“Distribution Agreement”), under which the Distributor agrees to receive orders from Authorized Participants to create and redeem shares in Creation Unit aggregations and transmit such orders to the Trust’s Custodian and transfer agent. The Distributor’s principal address is Three Canal Plaza, Portland, Maine 04101. The Distributor is a broker-dealer registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Shares will be continuously offered for sale only in Creation Units. The Distributor has no role in determining the investment policies of the Funds or which securities are to be purchased or sold by the Funds. No compensation is payable by the Trust to the Distributor for such distribution services. However, the Adviser has entered into an agreement with the Distributor under which it makes payments to the Distributor in consideration for its services under the Distribution Agreement. The payments made by the Adviser to the Distributor do not represent an additional expense to the Trust or its shareholders.

Under the Distribution Agreement, the Distributor, as agent for the Trust, will solicit orders for the purchase of shares, provided that any subscriptions and orders will not be binding on the Trust until accepted by the Trust. The Distributor will deliver Prospectuses and, upon request, SAIs to persons purchasing Creation Units and will maintain records of orders placed with it. The Distributor is a broker-dealer registered under the Exchange Act and a member of FINRA.

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

The Distribution Agreement will continue for two years from its effective date and is renewable thereafter. The continuance of the Distribution Agreement must be specifically approved at least annually (i) by the vote of the Trustees or by a vote of the shareholders of the Fund and (ii) by the vote of a majority of the Trustees who are not “interested persons” of the Trust and have no direct or indirect financial interest in the operations of the Distribution Agreement or any related agreement, cast in person at a meeting called for the purpose of voting on such approval. The Distribution Agreement is terminable, without penalty, by the Trust on 60 days’ written notice when authorized either by majority vote of its outstanding voting Shares or by a vote of a majority of its Board (including a majority of the Independent Trustees), or by the Distributor on 60 days’ written notice, and will automatically terminate in the event of its assignment. The Distribution Agreement provides that in the absence of willful misfeasance, bad faith or gross negligence on the part of the Distributor, or reckless disregard by it of its obligations thereunder, the Distributor shall not be liable for any action or failure to act in accordance with its duties thereunder.

CODES OF ETHICS

Each of the Trust, the Adviser, and the Sub-Adviser has adopted a Code of Ethics in accordance with Rule 17j-1 under the 1940 Act. The Adviser Code of Ethics applies to all Access Personnel (the Adviser’s directors and officers and employees with Investment Advisory duties) and all Supervised Personnel (all of the Adviser’s directors, officers and employees). Each Code of Ethics provides that Access Personnel must refrain from certain trading practices. Each Code also requires all Access Personnel (and, in the Adviser Code, all Supervised Personnel) to report certain personal investment activities, including, but not limited to, purchases or sales of securities that may be purchased or held by the Funds. Violations of any Code of Ethics can result in penalties, suspension, or termination of employment.

INVESTMENT ADVISOR AND OTHER SERVICE PROVIDERS

STATEMENT OF ADDITIONAL INFORMATION (ETFS) / 54

Section 11 |

Portfolio Managers

This section includes information about the Funds’ portfolio managers, including information concerning other accounts they manage, the dollar range of Fund shares they own and how they are compensated.

OTHER ACCOUNTS

The following table lists the number and types of accounts managed by each individual and the assets under management in those accounts as of March 31, 2024.

REGISTERED INVESTMENT COMPANY ACCOUNTS			POOLED INVESTMENT VEHICLE
			Accounts		Other Accounts
	Assets Managed (in millions)	No. of Accts	Assets Managed (in millions)	No. of Accts	Assets Managed (in millions)	No. of Accounts	Total Assets Managed (in millions)
Free Foutz	$16,866.07	10	$0	0	$0	0	$16,866.07
Mannik Dhillon (all accounts)	$ 53,191.94	58	$61.85	4	$4,524.27	20	$56,619.47
Lance Humphrey	$10,833.43	18	$0	0	$2,722.85	4	$13,556.28
Scott Kefer	$2,879.23	1	$0	0	$0	0	$2,879.23
Accounts (with performance fees)	$19,071.65	17	$61.85	4	$0	0	$19,133.50

FUND OWNERSHIP

As of December 31, 2023 the portfolio managers of the Funds do not own any securities of the Funds.

PORTFOLIO MANAGER COMPENSATION

Victory Capital has designed the structure of its portfolio managers’ compensation to (1) align portfolio managers’ interests with those of Victory Capital’s clients with an emphasis on long-term, risk-adjusted investment performance, (2) help Victory Capital attract and retain high-quality investment professionals, and (3) contribute to Victory Capital’s overall financial success.

Each of the Victory Capital portfolio managers receives a base salary plus an annual incentive bonus for managing the Fund, separate accounts, other investment companies, pooled investment vehicles and other accounts (including any accounts for which Victory Capital receives a performance fee) (together, “Accounts”). A portfolio manager’s base salary is dependent on the manager’s level of experience and expertise. Victory Capital monitors each manager’s base salary relative to salaries paid for similar positions with peer firms by reviewing data provided by various independent third-party consultants that specialize in competitive salary information. Such data, however, is not considered to be a definitive benchmark. Each of the investment franchises employed by Victory Capital may earn incentive compensation based on a percentage of Victory Capital’s revenue attributable to fees paid by Accounts managed by the team. The chief investment officer or a senior member of each team, in coordination with Victory Capital, determines the allocation of the incentive compensation earned by the team among the team’s portfolio managers by establishing a “target” incentive for each portfolio manager based on the manager’s level of experience and expertise in the manager’s investment style. Individual performance is based on objectives established annually using performance metrics such as portfolio structure and positioning, research, stock selection, asset growth, client retention, presentation skills, marketing to prospective clients and contribution to Victory Capital’s philosophy and values, such as leadership, risk management and teamwork. The annual incentive bonus also factors in individual investment performance of each portfolio manager’s portfolio or client accounts

PORTFOLIO MANAGERS

STATEMENT OF ADDITIONAL INFORMATION (ETFS) / 55

relative to a selected peer group(s). The overall performance results for a manager are based on the composite performance of all Accounts managed by that manager on a combination of one-, three-, and five-year rolling performance periods as compared to the performance information of a peer group of similarly-managed competitors.

Victory Capital’s portfolio managers may participate in the equity ownership plan of Victory Capital’s parent company. There is an ongoing annual equity pool granted to certain employees based on their contribution to the firm. Eligibility for participation in these incentive programs depends on the manager’s performance and seniority.

PORTFOLIO MANAGER CONFLICTS OF INTEREST

Victory Capital’s portfolio managers are often responsible for managing one or more mutual funds as well as other accounts, such as separate accounts, and other pooled investment vehicles, such as collective trust funds or unregistered hedge funds. A portfolio manager may manage other accounts which have materially higher fee arrangements than the Portfolio and may, in the future, manage other accounts which have a performance-based fee. A portfolio manager also may make personal investments in accounts they manage or support. The side-by-side management of the Portfolio along with other accounts may raise potential conflicts of interest by incenting a portfolio manager to direct a disproportionate amount of: (1) their attention; (2) limited investment opportunities, such as less liquid securities or initial public offerings; and/or (3) desirable trade allocations, to such other accounts. In addition, to assist in the investment decision-making process for its clients, including the Portfolio, Victory Capital may use brokerage commissions generated from securities transactions to obtain research and/or brokerage services from broker-dealers. Thus, Victory Capital may have an incentive to select a broker that provides research through the use of brokerage, rather than paying for execution only. Certain other trading practices, such as cross-trading between the Portfolio and another account, also may raise conflict of interest issues. Victory Capital has adopted numerous compliance policies and procedures, including a Code of Ethics, and brokerage and trade allocation policies and procedures, which seek to address the conflicts associated with managing multiple accounts for multiple clients. In addition, Victory Capital has a designated Chief Compliance Officer (selected in accordance with the federal securities laws) and compliance staff whose activities are focused on monitoring the activities of Victory Capital investment franchises and employees in order to detect and address potential and actual conflicts of interest. However, there can be no assurance that Victory Capital’s compliance program will achieve its intended result.

PORTFOLIO MANAGERS

STATEMENT OF ADDITIONAL INFORMATION (ETFS) / 56

Section 12 |

Proxy Voting Policies
and Procedures

Proxy Voting Procedures

The Proxy Voting Policy employed by the Adviser delegates the Sub-Adviser to vote all proxy votes in accordance to the research the Sub-Adviser has conducted or as recommended by ISS (Institutional Shareholder Services). Proposed issues that could result in a conflict with the fundamental BRI filtering of the holdings are referred to the proxy voting officer for review and further direction.

The Adviser hereby appoints Mr. Terry Covert as the person responsible for voting all proxies relating to securities held in the Funds’ accounts (the “Proxy Voting Officer”) when called upon by a Sub-Adviser to vote. The Proxy Voting Officer shall take all reasonable efforts to monitor corporate actions, obtain all information sufficient to allow an informed vote on the matter and ensure that all proxy votes are cast in a timely fashion and in a manner consistent with this Policy.

If, in the Proxy Voting Officer’s reasonable belief, it is in the best interest of the Fund shareholders to cast a particular vote in a manner that is contrary to this policy, the Adviser shall submit a request for a waiver to the Board of Trustees of the Trust (the “Board”), stating the facts and reasons for the Proxy Voting Officer’s belief. The Proxy Voting Officer shall proceed to vote the proxy in accordance with the decision of the Board.

In addition, if, in the Proxy Voting Officer’s reasonable belief, it is in the best interest of the Fund shareholders to abstain from voting on a particular proxy solicitation, the Proxy Voting Officer shall make a record summarizing the reasons for the Proxy Voting Officer’s belief and shall present this summary to the Board along with other reports required.

The Funds’ Proxy Voting Policy provides that the Funds, in accordance with SEC rules, annually will disclose on Form N-PX the Funds’ proxy voting record. Information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30th is updated each year by August 31st and is available without charge, upon request, by calling toll-free 800-TIM PLAN (800-846-7526) or by accessing the SEC’s website at sec.gov.

PROXY VOTING POLICIES AND PROCEDURES

STATEMENT OF ADDITIONAL INFORMATION (ETFS) / 57

Section 13 |

Portfolio Transactions
and Brokerage

Subject to the general supervision of the Board and the Adviser, the Sub-Adviser is responsible for making decisions with respect to the purchase and sale of portfolio securities on behalf of the Funds. The Sub-Adviser is also responsible for the implementation of those decisions, including the selection of broker/dealers to effect portfolio transactions, the negotiation of commissions, and the allocation of principal business and portfolio brokerage.

Transactions on stock exchanges involve the payment of brokerage commissions. In transactions on stock exchanges in the United States, these commissions are negotiated. Traditionally, commission rates have generally been fixed for trades on stock markets outside the United States. In recent years, however, an increasing number of overseas stock markets have adopted a system of negotiated rates. It is expected that equity securities will ordinarily be purchased in the primary markets, whether over-the-counter or listed, and that listed securities may be purchased in the over-the-counter market if such market is deemed the primary market. In the case of securities traded on the over-the-counter markets, there is generally no stated commission, but the price usually includes an undisclosed commission or markup. In underwritten offerings, the price includes a disclosed, fixed commission (the underwriter’s concession) or discount.

Fixed income and convertible securities are bought and sold through broker-dealers acting on a principal basis. These trades are not charged a commission, but rather are marked up or marked down by the executing broker-dealer. Neither the Adviser nor the Sub-Adviser know the actual value of the markup/markdown. However, the Adviser has determined that the Sub-Adviser attempts to ascertain whether the overall price of a security is reasonable through the use of competitive bids. Orders to buy or sell convertible securities and fixed income securities are placed on a competitive basis with a reasonable attempt made to obtain three competitive bids or offers. Exceptions are: (1) where the bid/ask spread is 5 basis points or less, provided the order is actually filled at the bid or better for sales and at the ask or better for purchases; (2) securities for which there are only one or two market makers; (3) block purchases considered relatively large; (4) swaps, a simultaneous sale of one security and purchase of another in substantially equal amounts for the same account, intended to take advantage of an aberration in a spread relationship, realize losses, etc.; and (5) purchases and/or sales of fixed income securities for which, typically, more than one offering of the same issue is unobtainable; subject to a judgment by the trader that the bid is competitive.

It is the policy of the Sub-Adviser to obtain the “best execution” of its clients’ securities transactions. The Sub-Adviser strives to execute each client’s securities transactions in such a manner that the client’s total costs or proceeds in each transaction are the most favorable under the circumstances. Commission rates paid on securities transactions for client accounts must reflect comparative market rates.

In purchasing and selling each Fund’s portfolio securities, it is the Sub-Adviser’s policy to obtain quality execution at the most favorable prices through responsible broker/dealers and, in the case of agency transactions, at competitive commission rates where such rates are negotiable. In selecting broker/dealers to execute a Fund’s portfolio transactions, consideration is given to such factors as the price of the security, the rate of the commission, the size difficulty of the order, the reliability, integrity, financial condition, general execution and operational capabilities of competing brokers and dealers, their expertise in particular markets and the brokerage and research services they provide to the Sub-Adviser or the Funds. It is not the Sub-Adviser’s practice to seek the lowest available commission rate where it is believed that a broker or dealer charging a higher commission rate would offer greater reliability or provide better price or execution.

As permitted by Section 28(e) of the Securities Exchange Act of 1934 , the Sub-Adviser may cause a Fund to pay broker-dealers that provide brokerage and research services a commission rate that exceeds the amount other broker/dealers would have charged for the transaction if the Sub-Adviser determines in good faith that the greater commission is reasonable in relation to the value of the brokerage and research services provided by the executing broker/dealer viewed in terms of either a particular transaction or the Sub-Adviser’s overall responsibilities to the Fund or to its other clients. The term “brokerage and research services” includes advice as to the value of securities, the advisability of investing in, purchasing, or selling securities, and the availability of securities or of purchasers or sellers of securities; furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy and the performance of accounts; and effecting securities transactions and performing functions incidental thereto such as clearance and settlement.

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STATEMENT OF ADDITIONAL INFORMATION (ETFS) / 58

The brokerage and research services are in addition to and do not replace the services and research that the Adviser performs, and do not reduce the Investment Advisory fees payable to the Adviser by the Funds. Such information may be useful to the Adviser in serving both the Funds and other clients and, conversely, such supplemental research information obtained by the placement of orders on behalf of other clients may be useful to the Adviser in carrying out its obligations to the Funds.

Brokerage commissions may never be used to compensate a third party for client referrals unless the client has directed such an arrangement. In addition, brokerage commissions may never be used to obtain research and/or services for the benefit of any employee or non-client entity.

The Sub-Adviser, under the oversight of the Adviser, will make a good faith determination that the commissions paid are reasonable in relationship to the value of the services received and continually reviews the quality of execution it receives from and the commission rates charged by the brokers it uses to carry out trades for its clients. The Sub-Adviser will also consider the full range and quality of a broker’s services in placing brokerage including, but not limited to, the value of research provided, execution capability, commission rate, willingness and ability to commit capital and responsiveness. The lowest possible commission cost alone does not determine broker selection. The transaction that represents the best quality execution for a client account will be executed. Commission ranges and the actual commission paid for trades of listed stocks and over-the-counter stocks may vary depending on, but not limited to, the liquidity and volatility of the stock and services provided to the Sub-Adviser by the broker.

Some brokers executing trades for the Sub-Adviser may, from time to time, receive liquidity rebates in connection with the routing of trades to Electronic Communications Networks. Since the Sub-Adviser is not a broker, however, it is ineligible to receive such rebates and does not obtain direct benefits for the Funds from this broker practice.

Investment decisions for each Fund are made independently from those made for the other Funds or any other investment company or account managed by the Sub-Adviser. Such other investment companies or accounts may also invest in the same securities and may follow similar investment strategies as the Funds. The Sub-Adviser may combine transaction orders (“bunching” or “blocking” trades) for more than one client account where such action appears to be equitable and potentially advantageous for each account (e.g., for the purpose of reducing brokerage commissions or obtaining a more favorable transaction price.) The Sub-Adviser will aggregate transaction orders only if it believes that the aggregation is consistent with its duty to seek best execution for its clients and is consistent with the terms of Investment Advisory agreements with each client for whom trades are being aggregated. Both equity and fixed-income securities may be aggregated. When making such a combination of transaction orders for a new issue or secondary market trade in an equity security, the Adviser adheres to the following objectives:

●

Fairness to the Funds both in the participation of execution of orders for their account, and in the allocation of orders for the accounts of more than one client.

●

Allocation of all orders in a timely and efficient manner.

In some cases, aggregating trades may affect the price paid or received by a Fund or the size of the position obtained by the Fund in an adverse manner relative to the result that would have been obtained if only that particular Fund had participated in or been allocated such trades.

The aggregation of transactions for Advisory accounts and proprietary accounts (including partnerships and other accounts in which the Sub-Adviser or its associated persons are partners or participants, and managed employee accounts) is permissible. No proprietary account may be favored over any other participating account and such practice must be consistent with the Sub-Adviser’s Code of Ethics.

Equity trade orders are executed based only on trade instructions received from portfolio managers by the trading desk. Portfolio managers may enter trades to meet the full target allocation immediately or may meet the allocation through moves in incremental blocks. Orders are processed on a “first-come, first-served” basis. At times, a rotation system may determine “first-come, first-served” treatment when the equity trading desk receives the same order for multiple accounts simultaneously. The Sub-Adviser will utilize a rotation whereby the Funds, even if aggregated with other orders, are in the first block(s) to trade within the rotation. To aggregate orders, the equity trading desk must determine that all accounts in the order will benefit. Any new trade that can be blocked with an existing open order may be added to the open order to form a larger block. The Sub-Adviser receives no additional compensation or remuneration of any kind as a result of the aggregation of trades. All accounts participating in a block execution receive the same execution price, an average share price, for securities purchased or sold on a trading day. Execution prices may not be carried overnight. Any portion of an order that remains unfilled at the end of a given day shall be rewritten (absent contrary instructions) on the following day as a new order. Accounts with trades executed the next day will receive a new daily average price to be determined at the end of the following day.

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Where the full amount of a block execution is not executed, the partial amount actually executed will be allocated on a pro rata basis whenever possible. The following execution methods maybe used in place of a pro rata procedure: relative size allocations, security position weighting, priority for specialized accounts, or a special allocation based on compliance approval.

After the proper allocation has been completed, excess shares must be sold in the secondary market and may not be reallocated to another managed account.

In making investment decisions for the Funds, the Sub-Adviser will not inquire or take into consideration whether an issuer of securities proposed for purchase or sale by a Fund is a customer of the Sub-Adviser, its parents, subsidiaries or affiliates, and, in dealing with their commercial customers, the Sub-Adviser, its parents, subsidiaries and affiliates will not inquire or take into consideration whether securities of such customers are held by the Funds. Portfolio securities will not be purchased from or sold to the Sub-Adviser, or the Distributor, or any affiliated person of any of them acting as principal, except to the extent permitted by rule or order of the SEC.

The total brokerage commissions paid by each Fund for the fiscal period ended December 31 are listed in the following table:

FUND	2021	2022	2023
US Small Cap Core ETF	$ 20,335	$22,626	$28,432
US Large/Mid Cap Core ETF	$ 13,431	$9,742	$13,717
US Large/Mid Cap Core Enhanced ETF	$ 1,070	$12,515	$28,716
High Dividend Stock ETF	$ 18,793	$17,041	$19,888
High Dividend Stock Enhanced ETF	$ 1,319	$22,719	$31,155
International ETF	$ 31,127	$24,004	$22,174
Market Neutral ETF ^(a)	N/A	N/A	$56,456

^(a)	Market Neutral ETF inception date is January 24, 2023.

AFFILIATED BROKERAGE

The Board has authorized the allocation of brokerage to affiliated broker-dealers on an agency basis to effect portfolio transactions. The Board has adopted procedures incorporating the standards of Rule 17e-1 under the 1940 Act, which require that the commission paid to affiliated broker-dealers must be “reasonable and fair compared to the commission, fee or other remuneration received, or to be received, by other broker-dealers in connection with comparable transactions involving similar securities during a comparable period of time.”

The Trust will not acquire portfolio securities issued by, make savings deposits in, or enter into repurchase or reverse repurchase agreements with the Sub-Adviser or its affiliates. From time to time, when determined by the Sub-Adviser to be advantageous to the Funds, the Sub-Adviser may execute portfolio transactions through affiliated broker-dealers. All such transactions must be completed in accordance with procedures approved by the Board. The percentage of trades executed through an affiliated broker-dealer for a Fund may be higher relative to trades executed by unaffiliated dealers, so long as the trades executed by the affiliated broker-dealer are consistent with best execution.

No payments were made to any affiliated brokers since inception.

ALLOCATION OF BROKERAGE IN CONNECTION WITH RESEARCH SERVICES

As of December 31, 2023, Adviser, through agreements or understandings with brokers, or otherwise through an internal allocation procedure, did not direct brokerage transactions of the Timothy Plan Funds to brokers due to research services provided.

SECURITIES OF REGULAR BROKERS OR DEALERS

The SEC requires the Trust to provide certain information for those Funds that held securities of their regular brokers or dealers (or their parents) during the Trust’s most recent fiscal year.

As of December 31, 2022, the Timothy Plan US Small Cap Core ETF, Timothy Plan US Large/Mid Cap Core ETF, Timothy Plan High Dividend Stock ETF, Timothy Plan International ETF, Timothy Plan US Large/Mid Cap Core Enhanced ETF and Timothy Plan High Dividend Stock Enhanced ETF., had not held any securities of their regular broker or dealers.

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PORTFOLIO TURNOVER

Each Fund may sell a portfolio investment soon after its acquisition if the Sub-Adviser believes that such a disposition is consistent with attaining the Fund’s investment objective. The Funds’ portfolio turnover rates stated in the Prospectus are calculated by dividing the lesser of each Fund’s purchases or sales of portfolio securities for the year by the monthly average value of the portfolio securities. The calculation excludes all securities whose maturities were one year or less at the time of acquisition. Portfolio turnover is calculated on the basis of a Fund as a whole without distinguishing between the classes of shares issued.

The turnover rate for a Fund will vary from year to year and depending on market conditions, turnover could be greater in periods of unusual market movement and volatility. A high portfolio turnover rate (over 100%) will generally involve correspondingly greater transaction costs, which must be borne directly by the Fund and its shareholders. High portfolio turnover may result in the realization of substantial net capital gains. To the extent short-term capital gains are realized, distributions attributable to such gains will be ordinary income for federal income tax purposes.

The table below shows the Timothy Plan portfolio turnover rates for the fiscal periods ended December 31:

FUND	2021	2022	2023
US Small Cap Core ETF	57%	59%	60%
US Large/Mid Cap Core ETF	27%	26%	30%
US Large/Mid Cap Core Enhanced ETF	13%^(a)(b)	155%	302%
High Dividend Stock ETF	43%	42%	41%
High Dividend Stock Enhanced ETF	16%^(a)(b)	191%	209%
International ETF	42%	39%	34%
Market Neutral ETF ^(c)	N/A	N/A	112%

^(a)	Not annualized for periods less than one year.

^(b)	From July 29, 2021, Commencement of operations.

^(c)	Market Neutral ETF inception date is January 24, 2023.

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Section 14 |

Dividends, Capital Gains
and Distributions

The Funds distribute substantially all of their net investment income and net capital gains, if any, to shareholders within each calendar year as well as on a fiscal year basis to the extent required for the Funds to qualify for favorable federal tax treatment. The Funds ordinarily declare and pay dividends separately for each class of shares, from their net investment income. Each Fund declares and pays capital gains annually. Ordinarily, dividends from net investment income, if any, are declared and paid monthly by each Fund.

The amount of a class’s distributions may vary from time to time depending on market conditions, the composition of a Fund’s portfolio and expenses borne by a Fund or borne separately by a class. Dividends are calculated in the same manner, at the same time and on the same day for shares of each class. However, dividends attributable to a particular class will differ due to differences in distribution expenses and other class-specific expenses.

For this purpose, the net income of a Fund, from the time of the immediately preceding determination thereof, shall consist of all interest income accrued on the portfolio assets of the Fund, dividend income, if any, income from securities loans, if any and realized capital gains and losses on the Fund’s assets, less all expenses and liabilities of the Fund chargeable against income. Interest income shall include discount earned, including both original issue and market discount, on discount paper accrued ratably to the date of maturity. Expenses, including the compensation payable to the Adviser, are accrued each day. The expenses and liabilities of a Fund shall include those appropriately allocable to the Fund as well as a share of the general expenses and liabilities of the Trust in proportion to the Fund’s share of the total net assets of the Trust.

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Section 15 |

Taxes

Information set forth in the prospectuses that relates to federal income taxation is only a summary of certain key federal income tax considerations generally affecting purchasers of shares of the Funds. The following is only a summary of certain additional income and excise tax considerations generally affecting each Fund and its shareholders that are not described in the prospectuses. No attempt has been made to present a complete explanation of the federal tax treatment of the Funds or the implications to shareholders and the discussions here and in each Fund’s prospectus are not intended as substitutes for careful tax planning. Accordingly, potential purchasers of shares of the Funds are urged to consult their tax Advisers with specific reference to their own tax circumstances. Special tax considerations may apply to certain types of investors subject to special treatment under the Code (including, for example, insurance companies, banks and tax-exempt organizations). In addition, the tax discussion in the prospectuses and this SAI is based on tax law in effect on the date of the prospectuses and this SAI; such laws and regulations may be changed by legislative, judicial, or administrative action, sometimes with retroactive effect.

QUALIFICATION AS A REGULATED INVESTMENT COMPANY

Each Fund intends to qualify as a regulated investment company under Subchapter M of the Code. As a regulated investment company, a Fund is not subject to federal income tax on the portion of its net investment income (i.e., taxable interest, dividends and other taxable ordinary income, net of expenses) and net capital gain (i.e., the excess of long-term capital gains over short-term capital losses) that it distributes to shareholders, provided that it distributes at least the sum of 90% of its net investment income and the excess of net short-term capital gain over net long-term capital loss and 90% of its tax-exempt income (net of expenses allocable thereto) for the taxable year (the “Distribution Requirement”) and satisfies certain other requirements of the Code that are described below. Distributions by a Fund made during the taxable year or, under specified circumstances, within twelve months after the close of the taxable year, will be considered distributions of income and gains for the taxable year and will therefore count toward satisfaction of the Distribution Requirement.

If a Fund has a net capital loss (i.e., an excess of capital losses over capital gains), the amount thereof may be carried forward and would retain its character as either a short-term capital loss or a long-term capital loss that can be used to offset such capital gains in future years. There is no limitation on the number of years to which net capital losses may be carried. However, the amount of capital loss 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.

The following table summarizes the capital loss carryforwards not subject to expiration for the applicable Funds as of December 31, 2022.

FUND	SHORT TERM AMOUNT	LONG TERM AMOUNT	TOTAL
US Small Cap Core ETF	$(8,390,330)	$(4,519,986)	$(12,910,316)
US Large/Mid Cap Core ETF	$(11,047,312)	$(9,148,812)	$(20,196,124)
US Large/Mid Cap Core Enhanced ETF	$(8,786,928)	$(2,136,388)	$(10,923,316)
High Dividend Stock ETF	$(12,614,051)	$(7,374,182)	$(19,988,233)
High Dividend Stock Enhanced ETF	$(11,336,310)	$(204,803)	$(11,541,113)
International ETF	$(4,798,760)	$(6,038,612)	$(10,837,372)
Market Neutral ETF ^(a)	N/A	N/A	N/A

^(a)	Market Neutral ETF inception date is January 24, 2023

In addition to satisfying the Distribution Requirement, a regulated investment company must derive at least 90% of its gross income from dividends, interest, certain payments with respect to securities loans, gains from the sale or other disposition of stock or securities or foreign currencies (to the extent such currency gains are directly related to the regulated investment company’s principal business of investing in stock or securities), other income (including but not limited to gains from options, futures, or forward contracts) derived with respect to its business of investing in such stock, securities, or currencies and net income from interests in qualified publicly traded partnerships (the “Income Requirement”).

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A regulated investment company, in determining its investment company taxable income and net capital gain (i.e., the excess of net long-term capital gain over net short-term capital loss) for any taxable year, may elect (unless it has made a taxable year election for excise tax purposes as discussed below, in which case different rules apply) to treat all or any part of certain net capital losses incurred after October 31 of a taxable year, and certain net ordinary losses incurred after October 31 or December 31 of a taxable year, as if they had been incurred in the succeeding taxable year.

In addition to satisfying the Income and Distribution Requirements described above, a Fund must satisfy an asset diversification test in order to qualify as a regulated investment company. Under this test, at the close of each quarter of a Fund’s taxable year, at least 50% of the value of the Fund’s assets must consist of cash and cash items, U.S. government securities, securities of other regulated investment companies and securities of other issuers (provided that, with respect to each issuer, the Fund has not invested more than 5% of the value of the Fund’s total assets in securities of each such issuer and the Fund does not hold more than 10% of the outstanding voting securities of each such issuer), and no more than 25% of the value of its total assets may be invested in the securities of any one issuer (other than U.S. government securities and securities of other regulated investment companies), two or more issuers that the Fund controls and that are engaged in the same or similar trades or businesses (other than securities of other regulated investment companies), or the securities of one or more qualified publicly traded partnerships. Generally, an option (call or put) with respect to a security is treated as issued by the issuer of the security, not the issuer of the option. For purposes of asset diversification testing, obligations issued or guaranteed by certain agencies or instrumentalities of the U.S. government, such as the Federal Agricultural Mortgage Corporation, the FFCB, FHLB, FHLMC, FNMA, GNMA and SLMA, are treated as U.S. government securities.

Certain Funds may invest in futures contracts, options on futures contracts and other similar investments that provide exposure to commodities such as gold or other precious metals, energy or other commodities. Income or gain, if any, from such investments may not be qualifying income for purposes of the Income Requirements and a Fund’s investments in such instruments may not be treated as an investment in a “security” for purposes of the asset diversification test.

If for any taxable year a Fund does not qualify as a regulated investment company after taking into account cure provisions available for certain failures to so qualify (certain of which would result in the imposition of a tax on the Fund), all of its taxable income (including its net capital gain) will be subject to tax at the regular corporate rate without any deduction for distributions to shareholders and such distributions will be taxable to the shareholders as dividends to the extent of the Fund’s current and accumulated earnings and profits. Such distributions may be eligible for: (i) the dividends-received deduction, in the case of corporate shareholders; or (ii) treatment as “qualified dividend income,” in the case of non-corporate shareholders. In addition, to qualify again to be taxed as a regulated investment company in a subsequent year, the Fund would be required to distribute to shareholders its earnings and profits attributable to non-qualifying years. Further, if the Fund failed to qualify for a period greater than two taxable years, then, in order to qualify as a regulated investment company in a subsequent year, the Fund would be required to elect to recognize and pay tax on any net built-in gain (i.e., the excess of aggregate gain, including items of income, over aggregate loss that would have been realized if the Fund had been liquidated) or, alternatively, be subject to taxation on such built-in gain recognized for a period of five years.

EXCISE TAX ON REGULATED INVESTMENT COMPANIES

A 4% non-deductible excise tax is imposed on a regulated investment company that fails to distribute in each calendar year an amount equal to at least the sum of (i) 98% of its ordinary taxable income for the calendar year and (ii) 98.2% of its capital gain net income for the one-year period ended on October 31 of such calendar year (or, with respect to capital gain net income, at the election of a regulated investment company having a taxable year ending November 30 or December 31, for its taxable year (a “taxable year election”)). Tax-exempt interest on municipal obligations is not subject to the excise tax. The balance of such income must be distributed during the next calendar year. For the foregoing purposes, any ordinary income or capital gain net income retained by a regulated investment company that is subject to corporate income tax will be treated as having been distributed during the taxable year ending in such calendar year.

Each Fund intends to make sufficient distributions or deemed distributions of its ordinary taxable income and capital gain net income prior to the end of each calendar year to avoid liability for the excise tax. However, investors should note that a Fund may in certain circumstances be required to liquidate portfolio investments to make sufficient distributions to avoid excise tax liability.

FUND INVESTMENTS

In general, gain or loss recognized by a Fund on the disposition of an asset will be a capital gain or loss. In addition, gain will be recognized as a result of certain constructive sales, including short sales “against the box.” However, gain recognized on the disposition of a debt obligation (including municipal obligations) purchased by a Fund at a market discount (generally, at a price less

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than its principal amount) will be treated as ordinary income to the extent of the portion of the market discount that accrued while the Fund held the debt obligation. In addition, under the rules of Code Section 988, gain or loss recognized on the disposition of a debt obligation denominated in a foreign currency or an option with respect thereto, and gain or loss recognized on the disposition of a foreign currency forward contract, futures contract, option or similar financial instrument, or of foreign currency itself, except for regulated futures contracts or non-equity options subject to Code Section 1256 (unless a Fund elects otherwise), generally will be treated as ordinary income or loss to the extent attributable to changes in foreign currency exchange rates.

Certain transactions that may be engaged in by a Fund (such as regulated futures contracts, certain foreign currency contracts and options on stock indexes and futures contracts) will be subject to special tax treatment as “Section 1256 Contracts.” Section 1256 Contracts are treated as if they are sold for their fair market value on the last business day of the taxable year, even though a taxpayer’s obligations (or rights) under such Section 1256 Contracts have not terminated (by delivery, exercise, entering into a closing transaction, or otherwise) as of such date. Any gain or loss recognized as a consequence of the year-end deemed disposition of Section 1256 Contracts is taken into account for the taxable year together with any other gain or loss that was recognized previously upon the termination of Section 1256 Contracts during that taxable year. Any capital gain or loss for the taxable year with respect to Section 1256 Contracts (including any capital gain or loss arising as a consequence of the year-end deemed sale of such Section 1256 Contracts) generally is treated as 60% long-term capital gain or loss and 40% short-term capital gain or loss. A Fund, however, may elect not to have this special tax treatment apply to Section 1256 Contracts that are part of a “mixed straddle” with other investments of the Fund that are not Section 1256 Contracts.

A Fund may enter into notional principal contracts, including interest rate swaps, caps, floors and collars. Treasury Regulations provide, in general, that the net income or net deduction from a notional principal contract for a taxable year is included in or deducted from gross income for that taxable year. The net income or deduction from a notional principal contract for a taxable year equals the total of all of the periodic payments (generally, payments that are payable or receivable at fixed periodic intervals of one year or less during the entire term of the contract) that are recognized from that contract for the taxable year, all of the non-periodic payments (including premiums for caps, floors and collars) that are recognized from that contract for the taxable year and any termination payments that are recognized from that contract for the taxable year. No portion of a payment by a party to a notional principal contract is recognized prior to the first year to which any portion of a payment by the counterparty relates. A periodic payment is recognized ratably over the period to which it relates. In general, a non-periodic payment must be recognized over the term of the notional principal contract in a manner that reflects the economic substance of the contract. A non-periodic payment that relates to an interest rate swap, cap, floor, or collar is recognized over the term of the contract by allocating it in accordance with the values of a series of cash-settled forward or option contracts that reflect the specified index and notional principal amount upon which the notional principal contract is based (or under an alternative method provided in Treasury Regulations). A termination payment is recognized in the year the notional principal contract is extinguished, assigned, or terminated (i.e., in the year the termination payment is made).

Income from options on individual securities written by a Fund will not be recognized by the Fund for tax purposes until an option is exercised or lapses. Any gain recognized by a Fund on the lapse of, or any gain or loss recognized by a Fund from a closing transaction with respect to, an option written by the Fund will be treated as a short-term capital gain or loss. If the Fund enters into a closing transaction, the difference between the premiums received and the amount paid by the Fund to close out its position will generally be treated as short-term capital gain or loss. If an option written by the Fund is exercised, thereby requiring the Fund to sell the underlying security, the premium will increase the amount realized upon the sale of the security, and the character of any gain on such sale of the underlying security as short-term or long-term capital gain will depend on the holding period of the Fund in the underlying security. Because the Fund will not have control over the exercise of the options it writes, such exercises or other required sales of the underlying securities may cause the Fund to realize gains or losses at inopportune times.

A Fund may purchase securities of certain foreign investment funds or trusts that constitute passive foreign investment companies (“PFICs”) for federal income tax purposes. If a Fund invests in a PFIC, it has three separate options. First, it may elect to treat the PFIC as a qualified electing fund (a “QEF”), in which event the Fund will each year have ordinary income equal to its pro rata share of the PFIC’s ordinary earnings for the year and long-term capital gain equal to its pro rata share of the PFIC’s net capital gain for the year, regardless of whether the Fund receives distributions of any such ordinary earnings or capital gains from the PFIC, and such amounts would be subject to the 90% and excise tax distribution requirements described above. In order to make this election with respect to a PFIC in which it invests, a Fund must obtain certain information from the PFIC on an annual basis, which the PFIC may be unwilling or unable to provide. Second, a Fund that invests in stock of a PFIC may make a mark-to-market election with respect to such stock. Pursuant to such election, the Fund will include as ordinary income any excess of the fair market value of such stock at the close of any taxable year over the Fund’s adjusted tax basis in the stock. If the adjusted tax basis of the PFIC stock exceeds the fair market value of the stock at the end of a given taxable year, such excess will be deductible as ordinary loss in an amount equal to the lesser of the amount of such excess or the net mark-to-market gains on the stock that the Fund included in income in previous years. Solely for purposes of Code Sections 1291 through 1298, the Fund’s holding period with respect to its PFIC stock

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subject to the election will commence on the first day of the first taxable year beginning after the last taxable year for which the mark-to-market election applied. If the Fund makes the mark-to-market election in the first taxable year it holds PFIC stock, it will not incur the tax described below under the third option.

Finally, if a Fund does not elect to treat the PFIC as a QEF and does not make a mark-to-market election, then, in general, (1) any gain recognized by the Fund upon the sale or other disposition of its interest in the PFIC or any excess distribution received by the Fund from the PFIC will be allocated ratably over the Fund’s holding period of its interest in the PFIC stock, (2) the portion of such gain or excess distribution so allocated to the year in which the gain is recognized or the excess distribution is received shall be included in the Fund’s gross income for such year as ordinary income (and the distribution of such portion by the Fund to shareholders will be taxable as a dividend, but such portion will not be subject to tax at the Fund level), (3) the Fund shall be liable for tax on the portions of such gain or excess distribution so allocated to prior years in an amount equal to, for each such prior year, (i) the amount of gain or excess distribution allocated to such prior year multiplied by the highest corporate tax rate in effect for such prior year, plus (ii) interest on the amount determined under clause (i) for the period from the due date for filing a return for such prior year until the date for filing a return for the year in which the gain is recognized or the excess distribution is received, at the rates and methods applicable to underpayments of tax for such period, and (4) the distribution by the Fund to its shareholders of the portions of such gain or excess distribution so allocated to prior years (net of the tax payable by the Fund thereon) will be taxable to the shareholders as a dividend.

Some of the debt securities (with a fixed maturity date of more than one year from the date of issuance) that may be acquired by the Fund may be treated as debt securities that are issued originally at a discount. Generally, the amount of the original issue discount (“OID”) is treated as interest income and is included in income over the term of the debt security, even though payment of that amount is not received until a later time, usually when the debt security matures. A portion of the OID includable in income with respect to certain high-yield corporate debt securities (including certain pay-in-kind securities) may be treated as a dividend for U.S. federal income tax purposes.

Some of the debt securities (with a fixed maturity date of more than one year from the date of issuance) that may be acquired by the Fund in the secondary market may be treated as having market discount. Generally, any gain recognized on the disposition of, and any partial payment of principal on, a debt security having market discount is treated as ordinary income to the extent the gain, or principal payment, does not exceed the “accrued market discount” on such debt security. Market discount generally accrues in equal daily installments. The Fund may make one or more of the elections applicable to debt securities having market discount, which could affect the character and timing of recognition of income.

A Fund that holds the foregoing kinds of securities may be required to pay out as an income distribution each year an amount which is greater than the total amount of cash interest the Fund actually received. Such distributions may be made from the cash assets of the Fund or by liquidation of portfolio securities, if necessary (including when it is not advantageous to do so). The Fund may realize gains or losses from such liquidations. In the event the Fund realizes net capital gains from such transactions, its shareholders may receive a larger capital gain distribution, if any, than they would in the absence of such transactions.

Gain or loss on the sale of securities by the Fund will generally be long-term capital gain or loss if the securities have been held by the Fund for more than one year. Gain or loss on the sale of securities held for one year or less will be short-term capital gain or loss.

The Fund may invest in preferred securities or other securities the federal income tax treatment of which may not be clear or may be subject to recharacterization by the Internal Revenue Service (“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, potentially requiring the Fund to purchase or sell securities, or otherwise change its portfolio, in order to comply with the tax rules applicable to regulated investment companies under the Code.

The Fund may invest a portion of its net assets in below investment grade securities. Investments in these types of securities may present special tax issues for the Fund. Federal income tax rules are not entirely clear about issues such as when the Fund may cease to accrue interest, original issue discount or market discount, when and to what extent deductions may be taken for bad debts or worthless securities, how payments received on obligations in default should be allocated between principal and interest and whether modifications or exchanges of debt obligations in a bankruptcy or workout context are taxable. These and other issues could affect the Fund’s ability to distribute sufficient income to preserve its status as a regulated investment company or to avoid the imposition of U.S. federal income or excise tax.

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FUND DISTRIBUTIONS

Each Fund anticipates distributing substantially all of its investment company taxable income (before the dividends paid deduction) for each taxable year. Such distributions will be treated as dividends for federal income tax purposes and may be taxable to non-corporate shareholders at long-term capital gain rates (a “qualified dividend”), provided that certain requirements, as discussed below, are met. Dividends received by corporate shareholders and dividends that do not constitute qualified dividends are taxable as ordinary income. The portion of dividends received from a Fund that are qualified dividends generally will be determined on a look-through basis. If the aggregate qualified dividends received by the Fund are less than 95% of the Fund’s gross income (as specially computed), the portion of dividends received from the Fund that constitute qualified dividends will be reported by the Fund and cannot exceed the ratio that the qualified dividends received by the Fund bears to its gross income. If the aggregate qualified dividends received by the Fund equal at least 95% of its gross income, then all of the dividends received from the Fund will constitute qualified dividends.

No dividend will constitute a qualified dividend (1) if it has been paid with respect to any share of stock that the Fund has held for less than 61 days (91 days in the case of certain preferred stock) during the 121-day period (181-day period in the case of certain preferred stock) beginning on the date that is 60 days (90 days in the case of certain preferred stock) before the date on which such share becomes ex-dividend with respect to such dividend, excluding for this purpose, under the rules of Code Section 246(c), any period during which the Fund has an option to sell, is under a contractual obligation to sell, has made and not closed a short sale of, is the grantor of an option to buy, or has otherwise diminished its risk of loss by holding other positions with respect to, such (or substantially identical) stock; (2) if the non-corporate shareholder fails to meet the holding period requirements set forth in (1) with respect to its shares in the Fund to which the dividend is attributable; or (3) to the extent that the Fund (or shareholder, as applicable) is under an obligation (pursuant to a short sale or otherwise) to make related payments with respect to positions in property substantially similar or related to stock with respect to which an otherwise qualified dividend is paid.

Qualified dividends are, in general, dividends from taxable U.S. corporations and certain foreign corporations. Dividends from a foreign corporation may be qualified dividends if (1) the stock with respect to which the dividend is paid is readily tradable on an established securities market in the United States, (2) the foreign corporation is incorporated in a possession of the United States or (3) the foreign corporation is eligible for the benefits of a comprehensive income tax treaty with the United States that includes an exchange of information program (and that the Treasury Department determines to be satisfactory for these purposes). The Treasury Department has issued guidance identifying which treaties are satisfactory for these purposes. Notwithstanding the above, dividends received from a foreign corporation that for the taxable year of the corporation in which the dividend was paid, or the preceding taxable year, is a PFIC will not constitute qualified dividends.

Distributions attributable to dividends received by a Fund from domestic corporations will qualify for the 50% dividends-received deduction (“DRD”) for corporate shareholders only to the extent discussed below. Distributions attributable to dividends paid by a foreign corporation, a REIT or a corporation exempt from tax generally do not qualify for the DRD.

Ordinary income dividends paid by a Fund with respect to a taxable year may qualify for the 50% DRD generally available to corporations (other than corporations such as S corporations, which are not eligible for the deduction because of their special characteristics, and other than for purposes of special taxes such as the accumulated earnings tax and the personal holding company tax) in proportion to the amount of dividends received by the Fund from domestic corporations for the taxable year. No DRD will be allowed with respect to any dividend (1) if it has been received with respect to any share of stock that the Fund has held for less than 46 days (91 days in the case of certain preferred stock) during the 91-day period (181-day period in the case of certain preferred stock) beginning on the date that is 45 days (90 days in the case of certain preferred stock) before the date on which such share becomes ex-dividend with respect to such dividend, excluding for this purpose under the rules of Code Section 246(c) any period during which the Fund has an option to sell, is under a contractual obligation to sell, has made and not closed a short sale of, is the grantor of an option to buy, or has otherwise diminished its risk of loss by holding other positions with respect to, such (or substantially identical) stock; (2) to the extent that the Fund is under an obligation (pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property; or (3) to the extent the stock on which the dividend is paid is treated as debt-financed under the rules of Code Section 246A. Moreover, the DRD for a corporate shareholder may be disallowed or reduced (1) if the corporate shareholder fails to satisfy the foregoing requirements with respect to its shares of the Fund or (2) by application of Code Section 246(b), which in general limits the DRD to 50% of the shareholder’s taxable income (determined without regard to the DRD and certain other items).

If a Fund receives a dividend (other than a capital gain dividend) in respect of any share of REIT stock, then Fund dividends attributable to that REIT dividend income (as reduced by certain fund expenses) may be reported by the Fund as eligible for the 20% deduction for “qualified REIT dividends” generally available to non-corporate shareholders under the Code. However, a dividend from a Fund may not be treated as a qualified REIT dividend (1) if it has been paid with respect to any share of REIT stock that the Fund has held for less than 46 days during the 91-day period beginning on the date that is 45 days before the date on which such

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share becomes ex-dividend with respect to such dividend, excluding for this purpose, under the rules of Code Section 246(c), any period during which the Fund has an option to sell, is under a contractual obligation to sell, has made and not closed a short sale of, is the grantor of an option to buy, or has otherwise diminished its risk of loss by holding other positions with respect to, such (or substantially identical) stock; (2) if the non-corporate shareholder fails to meet the holding period requirements set forth in (1) with respect to its shares in the Fund to which the dividend is attributable; or (3) to the extent that the Fund (or shareholder, as applicable) is under an obligation (pursuant to a short sale or otherwise) to make related payments with respect to positions in property substantially similar or related to stock with respect to which an otherwise qualified dividend is paid.

A Fund may either retain or distribute to shareholders its net capital gain for each taxable year. Each Fund currently intends to distribute any such amounts. If net capital gain is distributed and reported as a capital gain dividend, it will be taxable to shareholders as long-term capital gain, regardless of the length of time the shareholder has held his shares or whether such gain was recognized by the Fund prior to the date on which the shareholder acquired his shares. The Code provides, however, that under certain conditions none of the capital gain recognized upon a Fund’s disposition of domestic qualified “small business” stock will be subject to tax (with certain limitations).

Conversely, if a Fund elects to retain its net capital gain, the Fund will be subject to tax thereon (except to the extent of any available capital loss carryovers) at the corporate tax rates. If a Fund elects to retain its net capital gain, it is expected that the Fund also will elect to have shareholders of record on the last day of its taxable year treated as if each received a distribution of his pro rata share of such gain, with the result that each shareholder will be required to report his pro rata share of such gain on his tax return as long-term capital gain, will receive a refundable tax credit for his pro rata share of tax paid by the Fund on the gain, and will increase the tax basis for his shares by an amount equal to the deemed distribution less the tax credit. Organizations or persons not subject to U.S. federal income tax on such capital gains will be entitled to a refund of their pro rata share of such taxes paid by the Fund upon filing appropriate returns or claims for refund with the IRS.

Distributions by a Fund in excess of its current and accumulated earnings and profits will be treated as a tax-free return of capital to the extent of (and in reduction of) the shareholder’s tax basis in his shares; any excess will be treated as gain from the sale of his shares, as discussed below.

Distributions by a Fund will be treated in the manner described above regardless of whether such distributions are paid in cash or reinvested in additional shares of the Fund (if that option is available). Distributions reinvested in additional shares of the Fund through the means of a dividend reinvestment service, if available, will be taxable to shareholders acquiring the additional shares to the same extent as if such distributions had been received in cash. In addition, if the NAV at the time a shareholder purchases shares of a Fund reflects undistributed net investment income, recognized net capital gain, or unrealized appreciation in the value of the assets of the Fund, distributions of such amounts will be taxable to the shareholder in the manner described above, although such distributions economically constitute a return of capital to the shareholder.

Ordinarily, shareholders are required to take distributions by a Fund into account in the year in which the distributions are made. However, dividends declared in October, November or December of any year and payable to shareholders of record on a specified date in such a month will be deemed to have been received by the shareholders (and paid by a Fund) on December 31 of such calendar year if such dividends are actually paid in January of the following year. In addition, certain other distributions made after the close of the Fund’s taxable year may be “spilled back” and treated as paid by the Fund (except for the purposes of the 4% nondeductible excise tax) during such taxable year. In such case, a shareholder will be treated as having received such dividends in the taxable year in which the distributions were actually made. Shareholders will be advised annually as to the U.S. federal income tax consequences of distributions made (or deemed made) during the year.

Certain U.S. shareholders, including individuals and estates and trusts, are subject to an additional 3.8% Medicare tax on all or a portion of their “net investment income,” which should include dividends and capital gain distributions from a Fund and net gains from the disposition of shares of a Fund.

U.S. shareholders are urged to consult their own tax advisers regarding the implications of the additional Medicare tax resulting from an investment in a Fund.

Each Fund will be required in certain cases to withhold and remit to the U.S. Treasury backup withholding taxes at the applicable rate on distributions paid to any shareholder (1) who has failed to provide a correct taxpayer identification number, (2) who is subject to backup withholding for failure to report the receipt of interest or dividend income properly, or (3) who has failed to certify to the Fund that it is not subject to backup withholding or is an “exempt recipient” (such as a corporation). Amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a shareholder’s U.S. federal income tax liability provided the required information is furnished to the IRS.

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SALE OR REDEMPTION OF SHARES

A shareholder will generally recognize gain or loss on the sale of shares of a Fund in an amount equal to the difference between the proceeds of the sale and the shareholder’s adjusted tax basis in the shares. All or a portion of any loss may be disallowed if the shareholder purchases other shares of the same Fund within 30 days before or after the sale. In such a case, the basis of the shares acquired will be increased to reflect the disallowed loss. In general, any gain or loss arising from (or treated as arising from) the sale of shares of a Fund will be considered capital gain or loss and will be long-term capital gain or loss if the shares were held for longer than one year. However, any capital loss arising from the sale of shares held for six months or less will be disallowed to the extent of the amount of exempt-interest dividends received on such shares (unless the loss is with respect to shares of a Fund for which the holding period began after December 22, 2010, and the Fund declares exempt-interest dividends on a daily basis in an amount equal to at least 90% of its net tax-exempt interest and distributes such dividends at least monthly) and (to the extent not disallowed) will be treated as a long-term capital loss to the extent of the amount of capital gain dividends received on such shares. For these purposes, the special holding period rules of Code Section 246(c) (discussed above in connection with qualified dividends, qualified REIT dividends and the dividends-received deduction) generally will apply in determining the holding period of shares. Capital losses in any year are deductible only to the extent of capital gains plus, in the case of a noncorporate taxpayer, $3,000 of ordinary income.

TAX SHELTER AND OTHER REPORTING REQUIREMENTS

If a shareholder realizes a loss on the disposition of shares of a Fund of at least $2 million in any single taxable year, or at least $4 million in any combination of taxable years (for an individual shareholder) or at least $10 million in any single taxable year, or at least $20 million in any combination of taxable years (for a corporate shareholder), the shareholder must file with the Internal Revenue Service a disclosure statement on Form 8886. Shareholders should consult their tax Advisers to determine the applicability of this requirement in light of their individual circumstances.

FOREIGN TAXATION

Income received by a Fund from sources within foreign countries may be subject to withholding and other taxes imposed by such countries. Tax treaties and conventions between certain countries and the U.S. may reduce or eliminate such taxes. If more than 50% of the value of a Fund’s total assets at the close of its taxable year consists of securities of foreign corporations, the Fund may be able to elect to “pass through” to the Fund’s shareholders the amount of eligible foreign income and similar taxes paid by the Fund. If this election is made, a shareholder generally subject to tax will be required to include in gross income (in addition to taxable dividends actually received) his or her pro rata share of the foreign taxes paid by the Fund, and may be entitled either to deduct (as an itemized deduction) his or her pro rata share of foreign taxes in computing his or her taxable income or to use it as a foreign tax credit against his or her U.S. federal income tax liability, subject to certain limitations. In particular, a shareholder must hold his or her shares (without protection from risk of loss) on the ex-dividend date and for at least 15 more days during the 30-day period surrounding the ex-dividend date to be eligible to claim a foreign tax credit with respect to a dividend. No deduction for foreign taxes may be claimed by a shareholder who does not itemize deductions. Each shareholder will be notified within 60 days after the close of the Fund’s taxable year whether the foreign taxes paid by the Fund will “pass through” for that year.

Generally, a credit for foreign taxes is subject to the limitation that it may not exceed the shareholder’s U.S. tax attributable to his or her total foreign source taxable income. For this purpose, if the pass-through election is made, the source of the Fund’s income will flow through to shareholders of the Fund. With respect to a Fund, gains from the sale of securities will be treated as derived from U.S. sources and certain currency fluctuation gains, including fluctuation gains from foreign currency-denominated debt securities, receivables and payables will be treated as ordinary income derived from U.S. sources. The limitation on the foreign tax credit is applied separately to foreign source passive income, and to certain other types of income. A shareholder may be unable to claim a credit for the full amount of his or her proportionate share of the foreign taxes paid by the Fund.

FOREIGN SHAREHOLDERS

Taxation of a shareholder who, as to the United States, is a nonresident alien individual or foreign corporation (“foreign shareholder”), depends on whether the income from a Fund is “effectively connected” with a U.S. trade or business carried on by such shareholder.

If the income from a Fund is not effectively connected with a U.S. trade or business carried on by a foreign shareholder, subject to the discussion below with respect to “interest-related dividends” and “short-term capital gain dividends,” ordinary income dividends (including dividends that would otherwise be treated as qualified dividends to an applicable non-foreign shareholder) paid to such foreign shareholder would be subject to a 30% U.S. withholding tax (or lower applicable treaty rate) upon the gross amount of the

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dividend. Such foreign shareholder would generally be exempt from U.S. federal income tax, including withholding tax, on gains realized on the sale of shares of a Fund or capital gain dividends unless the foreign shareholder is a nonresident alien individual present in the United States for a period or periods aggregating 183 days or more during the calendar year.

U.S. withholding tax generally does not apply to amounts properly designated by a Fund as an “interest-related dividend” or a “short-term capital gain dividend.” The aggregate amount treated as an interest-related dividend for a year is limited to the Fund’s qualified net interest income for the year, which is the excess of the sum of the Fund’s qualified interest income (generally, its U.S.-source interest income) over the deductions properly allocable to such income. The aggregate amount treated as a “short-term capital gain dividend” is limited to the excess of the Fund’s net short-term capital gain over its net long-term capital loss. In order to qualify for this exemption from withholding, a foreign investor needs to comply with applicable certification requirements relating to its non-U.S. status (including, in general, furnishing an IRS Form W-8BEN, W-8BEN-E or substitute Form). In the case of shares held through an intermediary, the intermediary may withhold even if the Fund reported the payment as qualified net interest income or qualified short-term capital gain. Foreign investors should contact their intermediaries with respect to the application of these rules to their accounts.

If the income from a Fund is effectively connected with a U.S. trade or business carried on by a foreign shareholder, then any dividends, and any gains realized upon the sale of shares of the Fund will be subject to U.S. federal income tax at the rates applicable to U.S. citizens or domestic corporations, and, if the foreign shareholder is a corporation, the shareholder may be subject to an additional “branch profits tax” imposed at the rate of 30% (or lower applicable treaty rate).

In the case of foreign noncorporate shareholders, a Fund may be required to withhold backup withholding taxes at the applicable rate on distributions that are otherwise exempt from withholding tax (or taxable at a reduced treaty rate) unless such shareholders furnish the Fund with proper notification of their foreign status.

Special rules may apply to a foreign shareholder receiving a Fund distribution if at least 50% of the Fund’s assets consist of interests in U.S. real property interests, including certain REITs and U.S. real property holding corporations (as defined in the Code and Treasury Regulations). Fund distributions that are attributable to gain from the disposition of a U.S. real property interest will be taxable as ordinary dividends and subject to withholding at a 30% or lower treaty rate if the foreign shareholder held no more than 5% of the Fund’s shares at any time during the one-year period ending on the date of the distribution. If the foreign shareholder held at least 5% of the Fund’s shares, the distribution would be treated as income effectively connected with a trade or business within the U.S. and the foreign shareholder would be subject to withholding tax at a rate of 21% and would generally be required to file a U.S. federal income tax return. Similar consequences would generally apply to a foreign shareholder’s gain on the sale of Fund shares unless the Fund is domestically controlled (meaning that more than 50% of the value of the Fund’s shares is held by U.S. shareholders) or the foreign shareholder owns no more than 5% of the Fund’s shares at any time during the five-year period ending on the date of sale. Finally, a domestically controlled Fund may be required to recognize a portion of its gain on the in-kind distribution of certain U.S. real property interests. Foreign shareholders are urged to consult their own tax Advisers concerning the particular tax consequences to them of an investment in the Fund.

Under the “Foreign Account Tax Compliance Act” and existing guidance thereunder, commonly known as “FATCA,” a 30% withholding tax on dividends (other than capital gains dividends) paid by the Fund generally applies if paid to a foreign entity unless: (i) if the foreign entity is a “foreign financial institution” as defined under FATCA, the foreign entity undertakes certain due diligence, reporting, withholding, and certification obligations, (ii) if the foreign entity is not a “foreign financial institution,” it identifies certain of its U.S. investors or (iii) the foreign entity is otherwise excepted under FATCA. If withholding is required under FATCA on a payment related to any Fund distribution, investors that otherwise would not be subject to withholding (or that otherwise would be entitled to a reduced rate of withholding) on such payment generally will be required to seek a refund or credit from the IRS to obtain the benefit of such exemption or reduction. An intergovernmental agreement between the United States and an applicable foreign country, or future Treasury regulations or other guidance, may modify the foregoing requirements. The Funds will not pay any additional amounts in respect of amounts withheld under FATCA. Each investor should consult its tax adviser regarding the effect of FATCA based on its individual circumstances.

The tax consequences to a foreign shareholder entitled to claim the benefits of an applicable tax treaty might be different from those described herein. Foreign shareholders are urged to consult their own tax advisers with respect to the particular tax consequences to them of an investment in a Fund, including the applicability of foreign taxes.

COST BASIS REPORTING

A Fund is generally required by law to report to shareholders and the IRS on Form 1099-B “cost basis” information for shares of the Fund acquired on or after September 30, 2019, and sold or redeemed after that date. Upon a disposition of such shares, a Fund will be required to report the adjusted cost basis, the gross proceeds from the disposition, and the character of realized gains or losses

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attributable to such shares. These requirements do not apply to investments through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement plan. The “cost basis” of a share is generally its purchase price adjusted for dividend reinvestments, returns of capital, and other corporate actions. “Cost basis” is used to determine whether a sale or other disposition of the shares results in a gain or loss.

The Funds will permit shareholders to elect among several IRS-accepted cost basis methods to determine the cost basis in their shares. If a shareholder does not affirmatively elect a cost basis method, then the Fund’s default cost basis calculation method, which is currently the average cost method, will be applied to their account. Non-Covered shares (those shares purchased before September 30, 2019 and those shares that do not have complete cost basis information, regardless of purchase date) will be used first for any redemptions made after September 30, 2019, regardless of your cost basis method of election unless you have chosen the specific identification method and have designated covered shares (those purchased after September 30, 2019) at the time of your redemption. The cost basis method elected or applied may not be changed after the settlement date of a sale of shares.

If a shareholder holds shares through a broker, the shareholder should contact that broker with respect to the reporting of cost basis information.

Shareholders are urged to consult their tax Advisers regarding specific questions with respect to the application of the new cost basis reporting rules and, in particular, which cost basis calculation method to elect.

EFFECT OF FUTURE LEGISLATION, FOREIGN, STATE AND LOCAL TAX CONSIDERATIONS

The foregoing general discussion of U.S. federal income and excise tax consequences is based on the Code and the Treasury Regulations issued thereunder as in effect on the date of this SAI. Future legislative or administrative changes or court decisions may significantly change the conclusions expressed herein and any such changes or decisions may have a retroactive effect.

Rules of foreign, state and local taxation of ordinary income dividends, qualified dividends, exempt-interest dividends and capital gain dividends from regulated investment companies may differ from the rules for U.S. federal income taxation described above. Shareholders are urged to consult their tax Advisers as to the consequences of these and other foreign, state and local tax rules affecting an investment in a Fund.

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Section 16 |

Additional Information

DESCRIPTION OF SHARES

As a Delaware business trust, the Trust need not hold regular annual shareholder meetings and, in the normal course, does not expect to hold such meetings. The Trust, however, must hold shareholder meetings for such purposes as, for example: (1) approving certain agreements as required by the 1940 Act; (2) changing fundamental investment objectives, policies, and restrictions of the Funds; and (3) filling vacancies on the Board of Trustees of the Trust in the event that less than a majority of the Trustees were elected by shareholders. Under the Trust’s Amended and Restated Agreement and Declaration of Trust dated August 19, 2015 (“Declaration of Trust”), each Trustee will continue in office until the termination of the Trust or his/her earlier death, incapacity, resignation or removal. Vacancies may be filled by a majority of the remaining Trustees, except insofar as the 1940 Act may require the election by shareholders. Therefore, the Trust expects that there will be no meetings of shareholders for the purpose of electing Trustees unless and until such time as less than a majority of the Trustees holding office have been elected by shareholders or unless matters arise requiring a vote of shareholders under the Agreement and Declaration of Trust or the 1940 Act. At such time, the Trustees then in office will call a shareholders meeting. In addition, holders of record of not less than two-thirds of the outstanding shares of the Trust may remove a Trustee from office by a vote cast in person or by proxy at a shareholder meeting called for that purpose at the request of holders of 10% or more of the outstanding shares of the Trust. The Funds have the obligation to assist in such shareholder communications. Except as set forth above, Trustees will continue in office and may appoint successor Trustees.

The Declaration of Trust authorizes the Trustees to issue an unlimited number of shares, which are units of beneficial interest, with no par value. The Declaration of Trust authorizes the Trustees to divide or redivide any unissued shares of the Trust into one or more additional series by setting or changing in any one or more aspects their respective preferences, conversion or other rights, voting power, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption.

Shares have no subscription or preemptive rights and only such conversion or exchange rights as the Trustees may grant in their discretion. When issued for payment as described in the Prospectuses and this SAI, the Trust’s shares will be fully paid and non-assessable. In the event of a liquidation or dissolution of the Trust, shares of a Fund are entitled to receive the assets available for distribution belonging to the Fund, and a proportionate distribution, based upon the relative asset values of the respective series, of any general assets not belonging to any particular series that are available for distribution. The Board may classify and reclassify the shares of a Fund into classes of shares at a future date.

Shareholders of the Funds are entitled to one vote per share (with proportional voting for fractional shares) on such matters as shareholders are entitled to vote (“share-based voting”). Alternatively (except where the 1940 Act requires share-based voting), the Trustees in their discretion may determine that shareholders are entitled to one vote per dollar of NAV (with proportional voting for fractional dollar amounts). Shareholders of all series and classes will vote together as a single class on all matters except (1) when required by the 1940 Act or when the Trustees have determined that a matter affects one or more series or classes materially differently, shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of a particular series or class, then only shareholders of such series or class shall be entitled to vote thereon.

There will normally be no meetings of shareholders for the purpose of electing Trustees unless and until such time as less than a majority of the Trustees have been elected by the shareholders, at which time the Trustees then in office will call a shareholders’ meeting for the election of Trustees. A meeting shall be held for such purpose upon the written request of the holders of not less than one-third of the outstanding shares. Upon written request by ten or more shareholders of record meeting the qualifications of Section 16(c) of the 1940 Act, (i.e., persons who have been shareholders of record for at least six months and who hold shares having an NAV of at least $25,000 or constituting 1% of the outstanding shares, whichever is less) stating that such shareholders wish to communicate with the other shareholders for the purpose of obtaining the signatures necessary to demand a meeting to consider removal of a Trustee, the Trust will provide a list of shareholders or disseminate appropriate materials (at the expense of the requesting shareholders). Except as set forth above, the Trustees shall continue to hold office and may appoint their successors.

The Declaration of Trust permits the Trustees to take certain actions without obtaining shareholder approval, if the Trustees determine that doing so would be in the best interests of shareholders. These actions include: (a) reorganizing the Fund with another investment company or another series of the Trust; (b) liquidating the Fund; and (c) amending the Declaration of Trust, provided that it is consistent with the fair and equitable treatment of all shareholders and that shareholder approval is not otherwise required by the 1940 Act or other applicable law.

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Rule 18f-2 under the 1940 Act provides that any matter required to be submitted to the holders of the outstanding voting securities of an investment company such as the Trust shall not be deemed to have been effectively acted upon unless approved by the holders of a majority of the outstanding shares, as defined under the 1940 Act, of each series affected by the matter. For purposes of determining whether the approval of a majority of the outstanding shares of a Fund will be required in connection with a matter, the Fund will be deemed to be affected by a matter unless it is clear that the interests of each Fund and any other series in the matter are identical, or that the matter does not affect any interest of other series of the Trust. Under Rule 18f-2, the approval of an Investment Advisory agreement or any change in investment policy would be effectively acted upon with respect to a Fund only if approved by a majority of the outstanding shares of such Fund. However, Rule 18f-2 also provides that the ratification of independent accountants, the approval of principal underwriting contracts and the election of Trustees may be effectively acted upon by shareholders of the Trust voting without regard to a Fund.

SHAREHOLDER AND TRUSTEE LIABILITY

The Delaware Statutory Trust Act provides that a shareholder of a Delaware statutory trust shall be entitled to the same limitation of personal liability extended to shareholders of Delaware corporations and the Declaration of Trust provides that shareholders of the Trust shall not be liable for the obligations of the Trust. The Declaration of Trust also provides for indemnification out of the trust property of any shareholder held personally liable solely by reason of his or her being or having been a shareholder. The risk of a shareholder incurring financial loss on account of shareholder liability is considered to be extremely remote.

The Declaration of Trust states further that to the fullest extent permitted by Delaware law, no Trustee or officer of the Trust shall be personally liable in connection with the administration or preservation of the assets of the Funds or the conduct of the Trust’s business; nor shall any Trustee, officer, or agent be personally liable to any person for any action or failure to act except for his own bad faith, willful misfeasance, gross negligence, or reckless disregard of his duties. The Declaration of Trust also provides that all persons having any claim against the Trustees or the Trust shall look solely to the assets of the Trust for payment.

DERIVATIVE ACTIONS BROUGHT BY SHAREHOLDERS

Pursuant to the Declaration of Trust, a shareholder may bring a derivative action on behalf of the Trust only if the shareholder or shareholders first make a pre-suit demand upon the Trustees to bring the subject action unless an effort to cause the Trustees to bring such action is excused. A demand on the Trustees shall only be excused if a majority of the Board, or a majority of any committee established to consider the merits of such action, has a personal financial interest in the action at issue. A Trustee shall not be deemed to have a personal financial interest in an action or otherwise be disqualified from ruling on a shareholder demand by virtue of the fact that such Trustee receives remuneration from his service on the Board or on the boards of one or more investment companies managed by the Adviser or that share the same principal underwriter. For purposes of this requirement, the Board may designate a committee of one Trustee to consider a shareholder demand if necessary to create a committee with a majority of Trustees who do not have a personal financial interest in the transaction at issue.

DISCLOSURE OF PORTFOLIO HOLDINGS

The Board has adopted policies with respect to the disclosure of each Fund’s portfolio holdings by the Fund, the Adviser, or their affiliates. These policies provide that each Fund’s portfolio holdings information generally may not be disclosed to any party prior to the information becoming public. Certain limited exceptions are described below. These policies apply to disclosures to all categories of persons, including individual investors, institutional investors, intermediaries who sell shares of a Fund, third parties providing services to the Fund (accounting agent, print vendors, etc.), rating and ranking organizations (Lipper, Morningstar, etc.) and affiliated persons of the Fund.

The Trust’s Chief Compliance Officer is responsible for monitoring each Fund’s compliance with these policies and for providing regular reports (at least annually) to the Board regarding the adequacy and effectiveness of the policy and recommend changes, if necessary.

Public Disclosure. Each business day, each Fund’s portfolio holdings information will generally be provided for dissemination through the facilities of the National Securities Clearing Corporation (“NSCC”) and/or other fee-based subscription services to NSCC members and/or subscribers to those other fee-based subscription services, including Authorized Participants (as defined below), and to entities that publish and/or analyze such information in connection with the process of purchasing or redeeming Creation Units or trading shares of each Fund in the secondary market. This information typically reflects the Fund’s anticipated holdings on the current business day.

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For in-kind creations, a basket composition file, which includes the names and quantities of Deposit Securities to deliver in exchange for a Creation Unit of Shares, together with an estimated Cash Component for the current business day, will be publicly disseminated daily prior to the opening of the Exchange via the NSCC. The basket represents one Creation Unit of a Fund. The Trust and the Adviser will not disseminate non-public information concerning a Fund’s portfolio holdings. However, access to information concerning a Fund’s portfolio holdings may be permitted to personnel of third party service providers, including a Fund’s custodian, transfer agent, auditors and counsel, as may be necessary to conduct business in the ordinary course in a manner consistent with such service providers’ agreements with the Trust on behalf of a Fund.

The Funds also disclose their complete portfolio holdings in its annual and semiannual reports to shareholders, which are sent to shareholders no later than 60 days after the relevant fiscal period (June 30th and December 31st, respectively) and are available on the Fund’s website, VictorySharesLiterature.com. The Funds also file their complete portfolio holdings as of the end of its first and third fiscal quarters (September 30th and March 31st, respectively) with the SEC on Form N-Q no later than 60 days after the relevant fiscal period. You can find these filings on the SEC’s website, sec.gov.

Non-Public Disclosures. The Adviser may authorize the disclosure of non-public portfolio holdings information under certain limited circumstances. The Funds’ policies provide that non-public disclosures of a Fund’s portfolio holdings may only be made if: (i) the Fund has a “legitimate business purpose” (as determined by the President of the Trust) for making such disclosure; and (ii) the party receiving the non-public information enters into a confidentiality agreement, which includes a duty not to trade on the non-public information and describes any compensation to be paid to the Fund or any “affiliated person” of the Adviser or Distributor, including any arrangement to maintain assets in the Fund or in other investment companies or accounts managed by the Adviser or by any “affiliated person” of the Adviser or Distributor.

The Adviser will consider any actual or potential conflicts of interest between the Adviser and a Fund’s shareholders and will act in the best interest of the Fund’s shareholders with respect to any such disclosure of portfolio holdings information. If a potential conflict can be resolved in a manner that does not present detrimental effects to Fund shareholders, the Adviser may authorize release of portfolio holdings information. Conversely, if the potential conflict cannot be resolved in a manner that does not present detrimental effects to Fund shareholders, the Adviser will not authorize such release.

Ongoing Arrangements to Disclose Portfolio Holdings. Each Fund’s entire portfolio holdings are publicly disseminated each day the Fund is open for business and through financial reporting and news services including publicly available internet web sites. In addition, the composition of the Deposit Securities is publicly disseminated daily prior to the opening of the Exchange via the National Securities Clearing Corporation (“NSCC”).

As previously authorized by the Board and/or the Trust’s executive officers, a Fund periodically discloses non-public portfolio holdings on a confidential basis to various service providers that require such information in order to assist the Fund in its day-to-day operations, as well as public information to certain ratings organizations. These entities are described in the following table. The table also includes information as to the timing of these entities receiving the portfolio holdings information from a Fund. In none of these arrangements does a Fund or any “affiliated person” of the Adviser or Distributor receive any compensation, including any arrangement to maintain assets in the Fund or in other investment companies or accounts managed by the Adviser or by any “affiliated person” of the Adviser or Distributor.

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TYPE OF SERVICE PROVIDER	NAME OF SERVICE PROVIDER	TIMING OF RELEASE OF PORTFOLIO HOLDINGS INFORMATION
Adviser	Timothy Partners, Ltd	Daily
Sub-Adviser	Victory Capital Management Inc.	Daily
Distributor	Foreside Fund Services, LLC	Daily
Custodian	Citibank, N.A.	Daily
Fund Accountant	Citi Fund Services Ohio, Inc.	Daily
Financial Data Service	FactSet Research Systems, Inc.	Daily
Independent Registered Public Accounting Firm	Cohen & Company, Ltd.	Annual Reporting Period: within 15 business days of end of reporting period.
Printer for Financial Reports	Merrill Corporation	Up to 30 days before distribution to shareholders
Legal Counsel, for EDGAR filings on Forms N-CSR and Form N-Q	Sullivan & Worcester LLP	Up to 30 days before filing with the SEC
Ratings Agency	Lipper	Daily, but on the following day
Ratings Agency	Morningstar	Daily, but on the following day
Financial Data Service	Bloomberg L.P.	Daily, but on the following day

These service providers are required to keep all non-public information confidential and are prohibited from trading based on the information or otherwise using the information, except as necessary in providing services to a Fund.

There is no guarantee that a Fund’s policies on use and dissemination of holdings information will protect the Fund from the potential misuse of holdings by individuals or firms in possession of such information.

EXPENSES

Unless agreed upon otherwise with a third party, all expenses incurred in administration of the Funds will be charged to a particular Fund, including investment management fees; fees and expenses of the Board; interest charges; taxes; brokerage commissions; expenses of valuing assets; expenses of continuing registration and qualification of the Funds and the shares under federal and state law; share issuance expenses; fees and disbursements of independent accountants and legal counsel; fees and expenses of custodians, including, transfer agents and shareholder account servicing organizations; expenses of preparing, printing and mailing prospectuses, reports, proxies, notices and statements sent to shareholders; expenses of shareholder meetings; costs of investing in underlying funds; and insurance premiums. The Funds are also liable for nonrecurring expenses, including litigation to which they may from time to time be a party. Expenses incurred for the operation of a particular Fund, including the expenses of communications with its shareholders, are paid by that Fund.

LEGAL COUNSEL

Sullivan & Worcester, LLP, 1666 K Street, NW, Washington, DC 20006, acts as legal counsel to the Trust and its Independent Trustees and reviews certain legal matters for the Trust in connection with the shares offered by the Prospectus.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Cohen & Company, Ltd., 1350 Euclid Avenue, Suite 800, Cleveland OH 44115, serves as the independent registered public accounting firm for the Funds.

MISCELLANEOUS

As used in the Prospectuses and in this SAI, “assets belonging to a fund” (or “assets belonging to the Fund”) means the consideration received by the Trust upon the issuance or sale of shares of a Fund, together with all income, earnings, profits and proceeds derived from the investment thereof, including any proceeds from the sale, exchange, or liquidation of such investments and any funds or payments derived from any reinvestment of such proceeds and any general assets of the Trust, which general liabilities and expenses are not readily identified as belonging to a particular series that are allocated to that series by the Trustees.

ADDITIONAL INFORMATION

STATEMENT OF ADDITIONAL INFORMATION (ETFS) / 75

The Trustees may allocate such general assets in any manner they deem fair and equitable. It is anticipated that the factor that will be used by the Trustees in making allocations of general assets to a particular series will be the relative NAV of each respective series at the time of allocation. Assets belonging to a particular series are charged with the direct liabilities and expenses in respect of that series and with a share of the general liabilities and expenses of each of the series not readily identified as belonging to a particular series, which are allocated to each series in accordance with its proportionate share of the NAVs of the Trust at the time of allocation. The timing of allocations of general assets and general liabilities and expenses of the Trust to a particular series will be determined by the Trustees and will be in accordance with generally accepted accounting principles. Determinations by the Trustees as to the timing of the allocation of general liabilities and expenses and as to the timing and allocable portion of any general assets with respect to a particular series are conclusive.

As used in the Prospectuses and in this SAI, a “vote of a majority of the outstanding shares” of the Fund means the affirmative vote of the lesser of (a) 67% or more of the shares of the Fund present at a meeting at which the holders of more than 50% of the outstanding shares of the Fund are represented in person or by proxy, or (b) more than 50% of the outstanding shares of the Fund.

EACH PROSPECTUS AND THIS SAI ARE NOT AN OFFERING OF THE SECURITIES DESCRIBED IN THESE DOCUMENTS IN ANY STATE IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO SALESPERSON, DEALER, OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN A PROSPECTUS AND THIS SAI.

WHILE THIS SAI AND EACH PROSPECTUS DESCRIBE PERTINENT INFORMATION ABOUT THE TRUST AND THE FUNDS, NEITHER THIS SAI NOR ANY PROSPECTUS REPRESENTS A CONTRACT BETWEEN THE TRUST OR A FUND AND ANY SHAREHOLDER.

ADDITIONAL INFORMATION

STATEMENT OF ADDITIONAL INFORMATION (ETFS) / 76

Intentionally Left Blank

PART C. OTHER INFORMATION

Item 28.

Exhibits

	a.	Articles of Incorporation - Copy of Agreement and Declaration of Trust, of The Timothy Plan, a Delaware Business Trust (effective 2002 the Delaware Statutory Trust Act), filed on April 30, 1996, as an Exhibit to Registrant’s Post-Effective Amendment and incorporated herein by reference.

	b.	By-Laws – Copy of Agreement and Declaration of Trust of The Timothy Plan a Delaware Business Trust (effective 2002 the Delaware Statutory Trust Act), filed on April 30, 1996, as an Exhibit to Registrant’s Post-Effective Amendment and incorporated herein by reference.

	c.	Instruments Defining Rights of Security Holders – Copy of Agreement and Declaration of Trust of The Timothy Plan a Delaware Business Trust (effective 2002 the Delaware Statutory Trust Act), filed on April 30, 1996, as an Exhibit to Registrant’s Post-Effective Amendment and incorporated herein by reference.

	d.	Investment Advisory Contracts

		(1)	Registrant’s Copy of Consolidated and Restated Investment Advisory Agreement with Timothy Partners, Ltd. filed as an Exhibit to Registrant’s Post-Effective Amendment on January 24, 2023, and incorporated herein by reference.

		(1.a)	Registrant’s Copy of Amendment Advisory Agreement with Timothy Partners, Ltd., for US Large/Mid Core Enhanced ETF and the Timothy Plan High Dividend Stock Enhanced ETF. Filed as an Exhibit to Registrant’s Post-Effective Amendment filed on January 24, 2023, and incorporated herein by reference.

		(1.b)	Registrant’s Copy of Amendment Advisory Agreement with Timothy Partners, Ltd., for the Market Neutral ETF Fund. Filed as an Exhibit to Registrant’s Post-Effective Amendment filed on January 24, 2023, and incorporated herein by reference.

		(2)	Registrants Copy of Sub-Investment Advisory Agreement by and between Timothy Partners, Ltd and Chartwell Investment Partners of behalf of the Timothy Plan Aggressive Growth Fund, (KNA Small/Mid Cap Growth Fund) filed as an Exhibit to Registrant’s Post Effective Annual Amendment effective May 1, 2024, and incorporated herein by reference.

		(3.)	Registrants Copy of Sub-Investment Advisory Agreement by and between Timothy Partners, Ltd. and Chartwell Investment Partners, on behalf of the Timothy Plan Large/Mid Cap Growth Fund, filed as Exhibit to Registrant’s Post Effective Annual Amendment on April 15, 2020, and incorporated herein by reference.

		(4)	Registrants Copy of Sub-Investment Advisory Agreement by and between Timothy Partners, Ltd. and Eagle Global Advisors , on behalf of the Timothy Plan International Fund, filed as an Exhibit to Registrant’s Post-Effective Amendment on May 2, 2007, and incorporated herein by reference.

(5)

Registrants Copy of Sub-Investment Advisory Agreement by and between Timothy Partners, Ltd. and Eagle Global Advisors, on behalf of the Timothy Plan Israel Common Values Fund, filed as an Exhibit to Registrant’s Post-Effective Amendment on October 11, 2011, and incorporated herein by reference.

(6)

Registrants Copy of Sub-Investment Advisory Agreement by and between Timothy Partners, Ltd. and Westwood Management Group, on behalf of the and Timothy Plan Small-Cap Value Fund, filed as an Exhibit to Registrant’s Post-Effective Amendment on April 27, 2006, and incorporated herein by reference.

		(7)	Registrants Copy of Sub-Investment Advisory Agreement by and between Timothy Partners, Ltd. and Westwood Management Group, on behalf of the Timothy Plan Large/Mid Cap Value Fund, filed as an Exhibit to Registrant’s Post-Effective Amendment on April 27, 2006, and incorporated herein by reference.

		(8)	Copy of Interim Sub-Investment Advisory Agreement with Timothy Partners, Ltd. and Barrow, Hanley & Mewhinney & Strauss, on behalf of the Timothy Plan Fixed Income Fund , Timothy Plan High Yield Bond Fund, Timothy Growth and Income Fund and Timothy Plan Defensive Strategies Fund Fixed Income Allocation dated November 17, 2020, filed as an Exhibit to Registrant’s Post Effective Annual Amendment on January 28, 2021, and incorporated herein by reference.

		(9)	Copy of Sub-Investment Advisory Agreement with Timothy Partners, Ltd. and Barrow, Hanley & Mewhinney & Strauss, on behalf of the Timothy Plan Fixed Income Fund , Timothy Plan High Yield Bond Fund, Timothy Growth and Income Fund and Timothy Plan Defensive Strategies Fund Fixed Income Allocation, filed as an Exhibit to Registrant’s Post Effective Annual Amendment on January 28, 2021, and incorporated herein by reference.

		(10)	Copy of Interim Sub-Investment Advisory Agreement with Timothy Partners, Ltd. and Chilton Capital Management, LLC on behalf of the Timothy Plan Defensive Strategies Fund REIT Allocation, dated November 1, 2020, filed as an Exhibit to Registrant’s Post Effective Amendment on January 28, 2021, and incorporated herein by reference.

		(11)	Copy of Sub-Investment Advisory Agreement with Timothy Partners, Ltd. and Chilton Capital Management, LLC on behalf of the Timothy Plan Defensive Strategies Fund REIT Allocation, filed as an Exhibit to Registrant’s Post Effective Amendment on January 28, 2021, and incorporated herein by reference.

		(12)	Copy of Sub-Investment Advisory Agreement by and between Timothy Partners, Ltd. and CoreCommodity, LLC, on behalf of the Timothy Plan Defensive Strategies Fund, filed as Exhibit Registrant’s Post Effective Amendment on May 1, 2024, and incorporated herein by reference.

		(13)	Copy of Sub-Investment Advisory Agreement by and between Timothy Partners, Ltd. and Victory Capital Management, Inc, on behalf of the Timothy Plan US Large Cap Core ETF, Timothy Plan US Small- Cap Core ETF, Timothy Plan International ETF, and Timothy Plan US High Dividend Stock ETF, filed as an Exhibit to Registrant’s Post-Effective Amendment filed on April 30, 2019, and incorporated herein by reference.

(13.a)

Copy of Amendment No. 1 to the Sub-Investment Advisory Agreement by and between Timothy Partners, Ltd. and Victory Capital Management, Inc, on behalf of the Timothy Plan US Large/Mid Cap Core Enhanced ETF and Timothy Plan US High Dividend Stock Enhanced ETF , filed as an Exhibit to Registrant’s Post-Effective Amendment filed on January 24, 2023, and incorporated herein by reference.

(13.b)

Copy of Amendment No. 2 to the Sub-Investment Advisory Agreement by and between Timothy Partners, Ltd. and Victory Capital Management, Inc, on behalf of the Timothy Plan Market Neutral Income ETF, filed as an Exhibit to Registrant’s Post-Effective Amendment filed on January 30, 2023, and incorporated herein by reference.

(14)

Copy of Registrants Contractual Advisory Fee Waiver by and between Timothy Partners, LTD and Timothy Plan Trust, as an Exhibit to Registrant’s Post-Effective Amendment effective May 1, 2024, and incorporated herein by reference.

Underwriting Contracts

	(1)	Copy of Registrant’s Underwriting Agreement with Timothy Partners, Ltd., filed as an Exhibit to Registrant’s Post-Effective Amendment effective May 1, 2024, and incorporated herein by reference.

	(2)	Form of Registrant’s Underwriting Agreement with Foreside Distributors, on behalf of the Timothy Plan ETF Funds, filed as an Exhibit to Registrant’s Post-Effective Amendment filed on January 24, 2023, and incorporated herein by reference.

f.	Bonus or Profit-Sharing Contracts - Not Applicable

g.	Custodian Agreements

	(1)	Copy of Registrants Custodian Agreement with Star Bank N.A. (k/n/a U.S. Bank N.A.), filed as an Exhibit to Registrant’s Post-Effective Amendment on April 30, 2002, and incorporated herein by reference.

(2)

Copy of Registrants Custodian Agreement with Citibank, N.A. for the Timothy Plan ETF Funds, filed as an Exhibit to Registrant’s Post-Effective Amendment on April 30, 2019, and incorporated herein by reference.

(2.a)

Copy of Registrants Amendment No. 1 to Global Custodian Agreement and Agency Services Agreement with Citibank, N.A. for the Timothy Plan US Large/Mid Core Enhanced ETF and the Timothy Plan High Dividend Stock Enhanced ETF, filed as an Exhibit to Registrant’s Post-Effective Amendment on January 24, 2023, and incorporated herein by reference.

(2.b)

Copy of Registrants Amendment No. 2 to Custodian Agreement with Citibank, N.A. for the Timothy Plan Timothy Plan Market Neutral ETF, filed as an Exhibit to Registrant’s Post-Effective Amendment on January 24, 2023, and incorporated herein by reference.

(2.c)

Copy of Registrants Amendment No. 3 to Custodian Agreement with Citibank, N.A. for the Timothy Plan Timothy ETF Funds, filed as an Exhibit to Registrant’s Post-Effective Amendment on January 24, 2023, and incorporated herein by reference.

(3)

Copy of Registrants Brinks Precious Metals Storage Agreement for the Timothy Plan Funds, filed as an Exhibit to Registrant’s Post-Effective Amendment on January 24, 2023, and incorporated herein by reference.

h.	Other Material Contracts

	(1)	Form of Mutual Fund Master Services Agreement with Ultimus Fund Solutions, LLC, filed as an Exhibit to Registrant’s Post-Effective Amendment effective May 1, 2024, and incorporated herein by reference.

		(1.a)

		(1.b)

		(1.c)

		(2)	Copy of Transfer Agent, Administrative and Fund Accounting Agreement with Citi Fund Services Ohio and Citibank, N.A ., filed as an Exhibit to Registrant’s Post-Effective Amendment on April 29, 2019, and incorporated herein by reference.

(2.a)

Copy of Registrant’s Amendment No. 1 to Transfer Agent, Administrative and Fund Accounting Agreement with Citi Fund Services Ohio and Citibank, N.A ., for the Timothy Plan US Large/Mid Core Enhanced ETF and the Timothy Plan High Dividend Stock Enhanced ETF filed as an Exhibit to Registrant’s Post-Effective Amendment on January 24, 2023, and incorporated herein by reference.

(2.b)

Copy of Registrant’s Amendment No.2 to Transfer Agent, Administrative and Fund Accounting Agreement with Citi Fund Services Ohio and Citibank, N.A ., for the Timothy Plan ETF Funds filed as an Exhibit to Registrant’s Post-Effective Amendment on January 24, 2023, and incorporated herein by reference.

		(3)	Copy of Trustee Powers of Attorney executed November 18, 2022, filed as an Exhibit to Registrant’s Post Effective Annual Amendment on January 24, 2023, and incorporated herein by reference.

		(3.a)	Copy of Trustee Powers of Attorney executed November 28, 2022, and December 20, 2022, filed as an Exhibit to Registrant’s Post Effective Annual Amendment on January 24, 2023, and incorporated herein by reference.

		(4)	Copy of Northern Lights Consulting Agreement executed January 28, 2022, filed as an Exhibit to Registrant’s Post Effective Annual Amendment effective February 1, 2024, and incorporated herein by reference.

		(5)	Copy of Goldman Sachs Futures and Options Contract, executed November 8, 2018, filed as an Exhibit to Registrant’s Post Effective Annual Amendment effective February 1, 2024 and incorporated herein by reference.

	(5.a)	Copy of Amendment 1 to Goldman Sachs Futures and Options Contract, executed, October 30, 2019, filed as an Exhibit to Registrant’s Post Effective Annual Amendment effective February 1, 2024, and incorporated herein by reference.

	(6) (7)	Copy of Egan Jones Proxy Services Agreement, effective February 1, 2024, filed as an Exhibit to Registrant’s Post Effective Annual Amendment effective February 1, 2024 and incorporated herein by reference. Copy of Northern Lights Consulting Agreement, effective February 2, 2022, filed as an Exhibit to Registrant’s Poste Effective Annual Amendment effective May 1, 2024, and incorporated herein by reference.

i.	Opinion and Consent of Counsel – Opinion and Consent of Sullivan & Worchester, LLP., filed as an Exhibit to Registrant’s Post-Effective Amendment effective April 30, 2024, and incorporated herein by reference.

j.	Other Opinions. Consent of Cohen & Company, Ltd. dated April 30, 2024, and incorporated herein by reference.

k.	Omitted Financial Statements - None

l.	Initial Capital Agreements – Investment letters between the Registrant and its initial shareholders, filed as an Exhibit to Registrant’s Post-Effective Amendment on April 30, 1996, are hereby incorporated by reference.

m.	Rule 12b-1 Plans

	(1)	Registrant’s Plan of Distribution for Class A Shares, which was filed as an Exhibit to Registrant’s Post- Effective Amendment on March 18, 1999, and incorporated herein by reference.

	(2)	Registrant’s Plan of Distribution for Class C shares, which was filed as an Exhibit to Registrant’s Post-effective Amendment on March 18, 1999, and incorporated herein by reference.

(3)

Registrant’s Copy of Amendment to Plan of Distribution for Class A Shares, adding the Timothy Plan High Yield Fund and Timothy Plan International Fund, which was filed as an Exhibit to Registrant’s Post-Effective Amendment on May 2, 2007, and incorporated herein by reference.

(4)

Registrant’s Copy of Amendment to Plan of Distribution for Class C Shares, adding the Timothy Plan High Yield Fund and Timothy Plan International Fund, which was filed as an Exhibit to Registrant’s Post-Effective Amendment on May 2, 2007, and incorporated herein by reference.

(5)

Registrant’s Amendment to Plan of Distribution for Class A Shares, adding the Timothy Plan Defensive Strategies Fund, which was filed as an Exhibit to Registrant’s Post-Effective Amendment on August 6. 2009, and is incorporated herein by reference.

		(6)	Registrant’s Amendment to Plan of Distribution for Class C Shares, adding the Timothy Plan Defensive Strategies Fund, which was filed as an Exhibit to Registrant’s Post-Effective on August 6, 2009, is hereby incorporated by reference.

(7)

Registrant’s Copy of Amendment to Plan of Distribution for Class C shares, adding the Timothy Plan Israel Common Values Fund, filed as an Exhibit to Registrant’s Post-Effective Amendment on October 11, 2011, and incorporated herein by reference.

	(8)	Registrant’s Copy of Amendment to Plan of Distribution for Class A Shares, adding the Timothy Plan Israel Common Values Fund, which was filed as an Exhibit to Registrant’s Post-Effective Amendment on October 11, 2011, and incorporated herein by reference.

	(9)	Registrant’s Copy of Amended Plan of Distribution for Class C shares, adding the Timothy Plan Growth and Income Fund, which was filed as an Exhibit to Registrant’s Post-Effective on October 1, 2013, is hereby incorporated by reference.

	(10)	Registrant’s Copy of Amended Plan of Distribution for Class A shares, adding the Timothy Plan Growth and Income Fund, which was filed as an Exhibit to Registrant’s Post-Effective Amendment on October 1, 2013, is hereby incorporated by reference.

n.	Rule 18f-3 Plan

	(1)	Registrant’s Copy of Multiple Class Plan filed as an Exhibit to Registrant’s Post-Effective Amendment, on January 24, 2023, and incorporated herein by reference.

o.	Reserved

p.	Code of Ethics

	(1)	Copy of Code of Ethics for the Timothy Plan and Timothy Partners Ltd., filed as an Exhibit to Registrant’s 485a filing on December 1, 2023, and incorporated herein by reference.

	(2)	Copy of Code of Ethics of Barrow, Hanley, Mewhinney & Strauss, LLC, filed as an Exhibit to Registrant’s Post-Effective Amendment effective May 1, 2024, and incorporated herein by reference.

	(3)	Copy of Code of Ethics of Chartwell Investment Partners filed as an Exhibit to Registrant’s Post-Effective Amendment effective May 1, 2024, and incorporated herein by reference.

	(4)	Copy of Code of Ethics of Chilton Capital Management, LLC filed as an Exhibit to Registrant’s Post-Effective Amendment effective May 1, 2024, and incorporated herein by reference.

		(5)	Copy of Code of Ethics of Eagle Global Advisors, LLC, filed as an Exhibit to Registrant’s Post-Effective Amendment dated April 15, 2020, and incorporated herein by reference.

(6)

Copy of Code of Ethics of CoreCommodity, LLC, dated October 2020, filed as an Exhibit to Registrant’s Post-Effective Amendment effective May 1, 2024, and incorporated herein by reference.

(7)

Copy of Code of Ethics of Westwood Management Corp., dated September 14, 2020, filed as an Exhibit to Registrant’s Post-Effective Amendment effective May 1, 2024, and incorporated herein by reference.

(8)

Copy of Code of Ethics of Victory Capital Management, Inc. dated January 1, 2021, filed as an Exhibit to Registrant’s Post-Effective Amendment dated April 30, 2021, is hereby incorporated by reference.

Item 29.

Persons Controlled by or Under Common Control with Registrant - None

Item 30.

Indemnification

Under the terms of the Delaware Business Trust Act (effective 2002 the Delaware Statutory Trust Act) and the Registrant’s Agreement and Declaration of Trust and By-Laws, no officer or Trustee of the Trust shall have any liability to the Trust or its shareholders for damages, except to the extent such limitation of liability is precluded by Delaware law, the Agreement and Declaration of Trust or the By-Laws.

The Delaware Business Trust Act, section 3817, permits a business trust to indemnify any trustee, beneficial owner, or other person from and against any claims and demands whatsoever. Section 3803 protects a trustee, when acting in such capacity, from liability to any person other than the business trust or beneficial owner for any act, omission, or obligation of the business trust or any trustee thereof, except as otherwise provided in the Agreement and Declaration of Trust.

The Agreement and Declaration of Trust provides that the Trustees shall not be responsible or liable in any event for any neglect or wrong-doing of any officer, agent, employee, manager or principal underwriter of the Trust, nor shall any Trustee be responsible for the act or omission of any other Trustee, and, subject to the provisions of the By-Laws, the Trust out of its assets may indemnify and hold harmless each and every officer and Trustee of the Trust from and against any and all claims, demands, costs, losses, expenses, and damages whatsoever arising out of or related to such Trustee’s performance of his or her duties as a officer or Trustee of the Trust; provided that nothing contained in the Agreement and Declaration of Trust shall indemnify, hold harmless or protect any officer or Trustee from or against any liability to the Trust or any shareholder to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.

The By-Laws provide indemnification for an officer or Trustee who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the Trust), by reason of the fact that such person is or was an agent of the Trust, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding, if it is determined that such person acted in good faith and reasonably believed: (a) in the case of conduct in his official capacity as an agent of the Trust, that his conduct was in the Trust’s best interests and (b) in all other cases, that his conduct was at least not opposed to the Trust’s best interests and (c) in the case of a criminal proceeding, that he had no reasonable cause to believe the conduct of that person was unlawful.

The termination of any proceeding by judgment, order or settlement shall not of itself create a presumption that the person did not meet the requisite standard of conduct set forth above. The termination of any proceeding by conviction, or a plea of nolo contendere or its equivalent, or any entry of an order of probation prior to judgment, shall create a rebuttable presumption that the person did not meet the requisite standard of conduct set forth above.

The By-Laws further provide indemnification for an officer or Trustee who was or is a party or is threatened to be made a party to any proceeding by or in the right of the Trust to procure a judgment in its favor by reason of the fact that the person is or was an agent of the Trust, against expenses actually and reasonably incurred by that person in connection with the defense or settlement of that action if that person acted in good faith, in a manner that person believed to be in the best interests of the Trust and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.

The By-Laws provide no right to indemnification for any liability arising by reason of willful misfeasance, bad faith, gross negligence, or the reckless disregard of the duties involved in the conduct of an officer’s or Trustee’s office with the Trust. Further no indemnification shall be made:

(a) In respect of any proceeding as to which an officer or Trustee shall have been adjudged to be liable on the basis that personal benefit was improperly received by him, whether or not the benefit resulted from an action taken in the person’s official capacity; or

(b) In respect of any proceeding as to which an officer or Trustee shall have been adjudged to be liable in the performance of that person’s duty to the Trust, unless and only to the extent that the court in which that action was brought shall determine upon application that in view of all the relevant circumstances of the case, that person is fairly and reasonably entitled to indemnity for the expenses which the court shall determine; however, in such case, indemnification with respect to any proceeding by or in the right of the Trust or in which liability shall have been adjudged by reason of the disabling conduct set forth in the preceding paragraph shall be limited to expenses; or

(c) Of amounts paid in settling or otherwise disposing of a proceeding, with or without court approval, or of expenses incurred in defending a proceeding which is settled or otherwise disposed of without court approval, unless the required approval as set forth below is obtained.

The By-Laws provide to the extent that an officer or Trustee has been successful, on the merits or otherwise, in the defense of any proceeding as set forth above before a court or other body before whom a proceeding was brought, the officer or Trustee shall be indemnified against expenses actually and reasonably incurred by the officer or Trustee in connection therewith, provided that the Board of Trustees, including a majority who are disinterested, non-party Trustees, also determines that based upon a review of the facts, the officer or Trustee was not liable by reason of the disabling conduct also as set forth above.

Except as provided for in the preceding paragraph, the By-Laws provide that any indemnification provided therein shall be made by the Trust only if authorized in the specific case on a determination that indemnification of the officer or Trustee is proper in the circumstances because the officer or Trustee has met the applicable standard of conduct as set forth above and is not prohibited from indemnification because of the disabling conduct also as set forth above, by:

(a) A majority vote of a quorum consisting of Trustees who are not parties to the proceeding and are not interested persons of the Trust (as defined in the Investment Company Act of 1940);

(b) A written opinion by an independent legal counsel; or

(c) The shareholders; however, shares held by an officer or Trustee who is a party to the proceeding may not be voted on the subject matter.

The By-Laws permit expenses incurred in defending any proceeding as set forth above to be advanced by the Trust before the final disposition of the proceeding if (a) receipt of a written affirmation by the officer or Trustee of his good faith belief that he has met the standard of conduct necessary for indemnification as set forth therein and a written undertaking by or on behalf of the officer or Trustee, such undertaking being an unlimited general obligation to repay the amount of the advance if it is ultimately determined that he has not me those requirements, and (b) a determination would not preclude indemnification as set forth therein. Determinations and authorizations of payments must be made in the manner specified above for determining that the indemnification is permissible.

No indemnification or advance is permitted under the By-Laws, with limited exceptions as set forth therein, in any circumstances where it appears:

(a) That it would be inconsistent with a provision of the Agreement and Declaration of Trust of the Trust, a resolution of the shareholders, or an agreement in effect at the time of accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid which prohibits or otherwise limits indemnification; or

(b) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

The Trustees and officers of the Trust are entitled and empowered under the Agreement and Declaration of Trust and By-Laws, to the fullest extent permitted by law, to purchase errors and omissions liability insurance with assets of the Trust, whether or not a Fund would have the power to indemnify him against such liability under the Agreement and Declaration of Trust or By-Laws.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to the Trustees, the officers, the underwriter or control persons of the Registrant pursuant to the foregoing provisions, the Registrant has been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in that Act and is, therefore, unenforceable.

Item 31.

Business and Other Connections of the Investment Manager

(1.)

Covenant Funds, Inc., a Florida corporation and the managing general partner of the advisor, Timothy Partners, Ltd. Arthur D. Ally, is President and 75% shareholder of this corporation.

Item 32.

Principal Underwriter.

(1.a)

Timothy Partners, Ltd. is the principal underwriter for the Trust and currently acts only as an underwriter for the Trust.

(1.b)

The table below sets forth certain information as to the Underwriter’s directors, officers and control persons:

Name and Principal Business Address

Positions and Offices with the Underwriter

Positions and Offices with the Trust

Arthur D. Ally

1055 Maitland Center Commons

Maitland, FL 32751

President of Timothy Partners, Ltd.

Chairman, President and Treasurer

(1. c)

None

Item 33.

Location of Accounts and Records.

Each account, book or other document required to be maintained by Section 31(a) of the 1940 Act and Rules 17 CFR 270.31a-1 to 31a-3 promulgated thereunder, is maintained by the Trust at 1055 Maitland Center Commons, Maitland, Florida 32751, except for those maintained by the Trust’s custodians, US Bank, N.A., 425 Vine Street, Cincinnati, Ohio, 45202, CitiBank, N.A. 388 Greenwich Street, New York, NY 10013 and the Registrant’s administrator, transfer, redemption/ dividend disbursing agent and accounting services agent, Gemini Fund Services, Inc., 4221 N. 203rd St, Suite 100, Elkhorn, NE 68022-3474.

Each adviser (or sub-adviser) will maintain physical possession of the accounts, books and other documents required to be maintained by Rule 31a-1(f) at the address of record for each separate series of the Trust that the adviser manages.

Item 34.

Management Services None

Item 35.

Undertakings.

Registrant hereby undertakes, if requested by the holders of at least 10% of the Registrant’s outstanding shares, to call a meeting of shareholders for the purpose of voting upon the question of removal of a director(s) and to assist in communications with other shareholders in accordance with Section 16(c) of the 1940 Act, as though Section 16(c) applied.

Registrant hereby undertakes to furnish each person to whom a prospectus is delivered with a copy of its latest annual report to shareholders, upon request and without charge.

Registrant hereby undertakes to carry out all indemnification provisions of its Agreement and Declaration of Trust and By-Laws in accordance with Investment Company Act Release No. 11330 (Sept. 4, 1980) and successor releases.

Insofar as indemnifications for liability arising under the Securities Act of 1933, as amended (“1933 Act”), may be permitted to directors, officers and controlling person of the Registrant pursuant to the provision under Item 27 herein, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication.

EXHIBIT INDEX

Exhibit Number	Description
28.d (2)	Copy of Chartwell Sub Advisory Agreement
28.d (12)	Copy of Commodity Sub Advisory Agreement
28.d (14)	Copy of Advisory Fee Waiver
28.e (1)	Copy of TPL Underwriting Agreement
28.h (1)	Form of Ultimus MSA Agreement
28.h (7)	Copy of Northern Lights Consulting Agreement
28. i	Copy of Consent of Sullivan & Worchester LLP
28. j	Copy of Consent of Cohen & Company, Ltd
28.p (2)	Copy of Barrow Hanley Code of Ethics
28.p (3)	Copy of Chartwell Code of Ethics
28.p (4)	Copy of Chilton Compliance and Code of Ethics
28.p (6)	Copy of CoreCommodity Code of Ethics
28.p (7)	Copy of Westwood Code of Ethics

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 (the “Securities Act”) and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act, and the Registrant has duly caused this Post-Effective Amendment to the Registrant’s Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, in the city of Maitland and the State of Florida on April 30, 2024.

	THE TIMOTHY PLAN

	By:	/s/ Arthur D. Ally
		ARTHUR D. ALLY
		Chairman, President and Treasurer

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

Signature	Title	Date

/s/ Arthur D. Ally	Chairman, President, Treasurer &Trustee	April 30, 2024
ARTHUR D. ALLY

/s/ Mathew D. Staver*	Trustee	April 30, 2024
MATHEW D. STAVER

/s/ Deborah Honeycutt*	Trustee	April 30, 2024
DEBORAH HONEYCUTT

/s/ Dale Bissonette*	Trustee	April 30, 2024
DALE BISSONETTE

/s/ Scott Preissler*	Trustee	April 30, 2024
SCOTT PREISSLER

/s/ Alan M. Ross*	Trustee	April 30, 2024
ALAN M. ROSS

/s/ Richard W. Copeland*	Trustee	April 30, 2024
RICHARD W. COPELAND

/s/ Abraham M. Rivera*	Trustee	April 30, 2024
ABRAHAM M. RIVERA

/s/ William W. Johnson*	Trustee	April 30, 2024
WILLAM W. JOHNSON

/s/ John C. Mulder*	Trustee	April 30, 2024
JOHN C. MULDER

/s/ Patrice Tsague*	Trustee	April 30, 2024
PATRICE TSAGUE

/s/ Kenneth Blackwell*	Trustee	April 30, 2024
KENNETH BLACKWELL

*By: /s/ Arthur D. Ally, Attorney-in-Fact, pursuant to the powers of attorney incorporated herein by reference as filed with the SEC with Post Effective Amendment No.122.

EX-99.28 2 fp0088171-1_ex9928d2.htm

Sub-Advisory Agreement

The Timothy Plan Aggressive Growth Fund

THIS AGREEMENT is made and entered into as of the 30 day of May, 2014, by and between The Timothy Plan, a Delaware business trust (the “Trust”), Timothy Partners, Ltd., a Florida Limited Partnership (the “Adviser”), and Chartwell Investment Partners, Inc., a corporation (the ” Investment Manager”).

WHEREAS, the Trust is an open-end management investment company, registered under the Investment Company Act of 1940, as amended (the “Act”) and authorized to issue an indefinite number of series of shares representing interests in separate investment portfolios (each referred to as a “Fund”); and

WHEREAS, Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, and engages in the business of asset management; and

WHEREAS, Investment Manager is registered as an investment adviser under the Investment Advisers Act of 1940, and engages in the business of asset management; and

WHEREAS, the Trust has engaged Adviser to provide investment management services to each Fund in the Trust; and

WHEREAS, the Adviser desires to retain Investment Manager to render certain investment management services to the Timothy Plan Aggressive Growth Fund (the “Portfolio”), and Investment Manager is willing to render such services; and

WHEREAS, the Trust consents to the engagement of Investment Manager by Adviser.

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

1.	Obligations of Investment Manager

(a)

Services. Investment Manager agrees to perform the following services (the “Services”) for the Portfolio:

(1)

manage the day-to-day investment and reinvestment of the Portfolio’s assets;

(2)

continuously review, supervise, and administer the investment program of the Portfolio;

(3)

determine, in its discretion, the securities to be purchased, retained or sold (and implement those decisions) by and for the Portfolio having due regard for any restrictions on such investments as set forth from time to time by the Adviser;

(4)

provide the Adviser with records concerning Investment Manager’s activities which the Trust is required to maintain; and

(5)

render regular reports to the Trust’s and/or Adviser’s officers and directors concerning Investment Manager’s discharge of the foregoing responsibilities.

Investment Manager shall discharge the foregoing responsibilities subject to the overall control of the officers, directors, and trustees of the Adviser, in compliance with such policies as the Board of Trustees of the Trust may from time to time establish, in compliance with the objectives, policies, and limitations of the Portfolio as set forth in the Trust’s prospectus and statement of additional information, as amended from time to time, and with all applicable laws and regulations. The Adviser will provide Investment Manager with a copy of each registration statement relating to the Portfolio promptly after it has been filed with the Securities and Exchange Commission. All Services to be furnished by Investment Manager under this Agreement may be furnished through the medium of any directors, officers or employees of Investment Manager or through such other parties as Investment Manager may determine from time to time.

Investment Manager agrees, at its own expense or at the expense of one or more of its affiliates, to render the Services and to provide the office space, furnishings, equipment and personnel in sufficient amounts and manner to perform the Services on the terms and for the compensation provided here in. Investment Manager may authorize and permit any of its officers, directors and employees to be elected as trustees or officers of the Trust and to serve in the capacities in which they are elected.

Unless expressly assumed under this Agreement by Investment Manager, the Trust and/or Adviser shall pay all costs and expenses normally incurred by the Portfolio in connection with the Trust’s operation and organization. To the extent Investment Manager incurs any cost by assuming expenses which are an obligation of the Adviser or Trust, the Adviser or Trust shall promptly reimburse Investment Manager for such costs and expenses.

(b)

Books and Records. All books and records prepared and maintained by Investment Manager for the benefit of the Trust under this Agreement shall be the property of the Trust and, upon request therefor, Investment Manager shall surrender to the Trust copies of such of the books and records so requested. The Trust acknowledges that Investment Manager is required to maintain books and records of its activities under the Investment Advisers Act of 1940, as amended, and agrees to allow Investment Manager to retain Copies of such records of the Trust as required under federal law. Investment Manager agrees not to use any records of the Trust for any purpose other than for the provision of the Services to the Trust. However, Investment Manager may disclose the investment performance of the Portfolio, provided that such disclosure does not reveal the identity of Adviser, the Portfolio or the Trust. Investment Manager may disclose that Adviser, the Portfolio and the Trust are its clients.

Portfolio Transactions. Investment Manager is authorized to select the brokers or dealers that will execute purchases and sales of securities for the Portfolio and is directed to use commercially reasonable efforts to obtain the best net results as described in the Trust’s currently effective prospectus and statement of additional information. When Investment Manager deems the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients of Investment Manager, Investment Manager, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the best net results of lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, shall be made by Investment Manager in the manner Investment Manager considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. Further, the Trust has adopted procedures pursuant to Rules l7(a) and 17(e) under the Investment Company Act of 1940 relating to transactions among a Portfolio and affiliated person thereof (Rule 17(a)), and transactions between a Portfolio and an affiliated broker or dealer (Rule 17(e)). Investment Manager shall at all times conduct its activities in compliance with such procedures. Investment Manager shall prepare a report at the end of each fiscal quarter reporting on Investment Manager’s compliance with such procedures and setting forth in reasonable detail any transactions which were in violation of such procedures. Investment Manager will promptly communicate to the officers and the directors of the Adviser and Trust such other information relating to Portfolio transactions as they may reasonably request.

Compensation of Investment Manager. For its services rendered to the Portfolio, Adviser will pay to Investment Manager a fee at an annual rate equal to 0.42% of the Portfolio’s average daily assets up to $ 10 million, 0.40% for the next $5 million in average daily net assets, 0.35% for the next $10 million in average daily net assets, and 0.25% of average daily net assets over $25 million.

The fees described above shall be computed daily based upon the net asset value of the Portfolio as determined by a valuation made in accordance with the Trust’s procedures for calculating Portfolio net asset value as described in the Trust’s currently effective Prospectus and/or Statement of Additional Information. During any period when the determination of the Portfolio’s net asset value is suspended by the trustees of the Trust, the net asset value of a share of the Portfolio as of the last business day prior to such suspension shall, for the purpose of this Paragraph 3, be deemed to be net asset value at the close of each succeeding business day until it is again determined.

The fees described above are annual fees, payable 1/12^th monthly. Fees for Services rendered during any month will be paid within five (5) business days after the end of the month in which such Services were rendered. In the event that this Agreement is terminated prior to the end of a month in which Investment Manager is providing Services, Adviser shall pay to Investment Manager fees accumulated during that month to the date of termination within five (5) business days after the end of the month in which such Services were rendered. Investment Manager shall have no right to obtain compensation directly from the Portfolio or the Trust for Services provided hereunder and agrees to look solely to the Adviser for payment of fees due.

4.	Status of Investment Manager. The services of Investment Manager to the Trust are not to be deemed exclusive, and Investment Manager shall be free to render similar services to others.

The Trust and Adviser agree that Investment Manager may give advice or exercise investment responsibility and take other action with respect to accounts of other clients which may differ from advice given or the timing or nature of action taken with respect to the Portfolio; provided that Investment Manager acts in good faith, and provided further that it is Investment Manager’s policy to allocate, within its reasonable discretion, investment opportunities to the Portfolio over a period of time on a fair and equitable basis relative to other client accounts, taking into account the investment objectives and policies of the Portfolio and any specific instructions applicable thereto. Investment Manager agrees that the use of the “Screened List” as set forth in the Confidentiality Agreement entered into by Investment Manager and Advisor, which Agreement is incorporated herein by specific reference, shall be kept in strictest of confidence and shall be used for no other purpose than that set forth therein.

In order to assist Investment Manager in performing the Services to the Portfolio, the Trust and/or Adviser may from time to time provide Investment Manager with information, documents, research or writings designated as proprietary by the Trust or the Adviser. Investment Manager agrees that, upon being informed that such information, documents, research or writings provided to it are deemed proprietary by the Trust and/or the Adviser, Investment Manager shall use such proprietary documents only to assist it in performing the Services to the Portfolio, and further agrees not to use, distribute, or publish, for its own benefit or for the benefit of others, information, documents, research or writings designated as proprietary by the Trust or the Adviser.

In rendering its Services to the Portfolio, Investment Manager shall be deemed to be an independent contractor. Unless expressly authorized or requested by the Trust, Investment Manager shall have no authority to act for or represent the Trust in any way other than as an independent contractor providing the Services described in this Agreement. The parties to this Agreement acknowledge and agree that the Trust may, from time to time, authorize Investment Manager to act for or represent the Trust under limited circumstances. In such circumstances, Investment Manager may be deemed to be an agent of the Trust. Except for those circumstances in which the Trust has specifically authorized Investment Manager to act for or represent the Trust, Investment Manager shall in no way be deemed an agent of the Trust.

Nothing in this Agreement shall limit or restrict the right of any director, officer or employee of Investment Manager to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business.

It is understood that the name “Chartwell Investment Partners” and any derivatives associated with that name are the valuable property of the Investment Manager. Chartwell understands and agrees that the Trust may use such name(s) in the Portfolio’s Prospectus, Statement of Additional Information and other documents comprising the Registration Statement in order to satisfy the Trust’s disclosure requirements under federal law. The Trust and Adviser each understands and agrees that in sales literature and reports prepared for dissemination to shareholders of and prospective investors in the Portfolio, the Adviser and/or the Trust shall not make public any material containing such name(s) without first obtaining the written consent of the Investment Manager, which consent shall not unreasonably be withheld. Upon the termination of this Agreement, the Trust and/or Adviser shall forthwith cease to use such name(s).

Permissible Interests. Trustees, agents, and stockholders of the Trust are or may be interested in Investment Manager (or any successor thereof) as directors, partners, officers, stockholders or otherwise, and directors, partners, officers, agents, and stockholders of Investment Manager are or may be interested in the Trust as trustees, stockholders or otherwise; and Adviser (or any successor) is or may be interested in the Trust as a stockholder or otherwise.

Liability of Investment Manager. Investment Manager assumes no responsibility under this Agreement other than to render the Services called for hereunder in good faith. Investment Manager shall not be liable for any error of judgment or for any loss suffered by the Trust in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement.

Adviser and the Trust agree to indemnify and defend Investment Manager, its officers, directors, and employees for any loss or expense (including reasonable attorney’s fees) arising out of or in connection with any action, suit or proceeding relating to any actual or alleged material misstatement or omission in the Fund’s registration statement, any proxy statement, or any communication to current or prospective investors in the Portfolio (other than any material misstatement or omission made in reliance upon and in conformity with written information furnished by Investment Manager to Adviser or the Portfolio).

Representations of the Adviser and Investment Manager. Adviser represents that (a) a copy of the Trust’s Master Trust Agreement, together with all amendments thereto, is on file in the office of the Secretary of the State of Delaware; (b) a copy of the Trust’s currently effective prospectus and statement of additional information has been delivered to Investment Manager; (c) Adviser has acted and will continue to act in conformity with the Act and other applicable laws; (d) The appointment of Investment Manager has been duly authorized; and (d) Adviser is authorized to enter into this Agreement.

Investment Manager represents that (a) a copy of the Trust’s currently effective prospectus and statement of additional information has been delivered to Investment Manager; (b) Investment Manager has acted and will continue to act in conformity with the Act and other applicable laws; and (c) Investment Manager is authorized to enter into this Agreement and to perform the Services described herein.

Term. This Agreement shall remain in effect until March 31, 2105, and from year to year thereafter provided that such continuance is approved at least annually by (1) the vote of a majority of the Board of Trustees of the Trust or (2) a vote of a “majority” (as that term is defined in the Investment Company Act of 1940) of the Portfolio’s outstanding securities, provided that in either event the continuance is also approved by the vote of a majority of the trustees of the Trust who are not parties to this Agreement or “interested persons” (as defined in the Act) of any such party, which vote must be cast in person at meeting called for the purpose of voting on such approval; provided, however, that;

(a)

the Trust or Adviser may, at any time and without the payment of any penalty, terminate this Agreement upon 60 days written notice to Investment Manager;

(b)

the Agreement shall immediately terminate in the event of its assignment (within the meaning of the Act and the Rules thereunder); and

(c)

Investment Manager may terminate this Agreement without payment of penalty on 60 days written notice to the Trust; and

(d)

the terms of paragraph 6 of this Agreement shall survive the termination of this Agreement.

Notices. Except as otherwise provided in this Agreement, any notice or other communication required by or permitted to be given in connection with this Agreement will be in writing and will be delivered in person or sent by first class mail, postage prepaid or by prepaid overnight delivery service to the respective parties as follows:

If to the Trust:	If to the Adviser:	If to the Investment Manager

The Timothy Plan	Timothy Partners, Ltd.	Chartwell Investment Partners, Inc.
1055 Maitland Center Commons	1055 Maitland Center Commons	1235 Westlakes Drive
Maitland, FL 32751	Maitland, FL 32751	Suite 400
Arthur D. Ally	By: Covenant Funds, Inc.	Berwym, PA 19312
President	Managing General Partner	Attn: __________________
	Arthur D. Ally, President	Title: __________________

10.

Amendments; Entire Agreement. No provision of this Agreement may be changed, waived, Discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no amendment of this Agreement shall be effective until approved by vote of the holders of a majority of the Fund’s outstanding voting securities. This Agreement and the Confidentiality Agreement combined constitute the entire agreement and understanding of the parties with respect to the subject matter contained herein and supersedes any prior agreement or understanding, whether written or oral.

11.

Code of Ethics. Pursuant to Rule 17j-1 under the Act, Investment Manager warrants, covenants and agrees that it shall have submitted its Code of Ethics to the Board of Trustees of the Trust and obtained Board approval of such Code of Ethics prior to rendering any Services to the Portfolio. Investment Manager shall submit any material changes to such Code of Ethics to the Board of Trustees for its approval within six months of making such material change. Investment Manager further warrants, covenants and agrees to comply with all applicable reporting requirements mandated by Rule 17j-l with respect to Codes of Ethics.

12.

Proxy Voting. Except as specifically instructed by the Board of Trustees of the Trust or by the Adviser, Investment Manager shall exercise or procure the exercise of any voting rights attaching to investments of the Portfolio on behalf of the Portfolio, and shall report all votes cast in the in time, manner, and format requested to facilitate the filing of the N-PX.

13.

Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Florida without regard to any laws of conflict of such jurisdiction.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and the year first written above.

The Timothy Plan	Timothy Partners, Ltd.	Chartwell Investment Partners, Inc.


Arthur D. Ally	Covenant Funds, Inc.	By: Timothy J. Riddle
President	Managing General	Its: Managing Partner & CEO
	Partner, Arthur D.
	Ally, President

EX-99.28 3 fp0088171-1_ex9928d12.htm

Sub-Advisory Agreement

THIS AGREEMENT is made and entered into as of the 6th day of December, 2013, by and between The Timothy Plan, a Delaware business trust (the “Trust”), Timothy Partners, Ltd., a Florida Limited Partnership and Investment Adviser to the Trust (the “Adviser”), and CoreCommodity Management, LLC, a Delaware limited liability company (the “Investment Manager”).

WHEREAS, the Trust is a diversified, open-end management investment company, registered under the Investment Company Act of 1940, as amended (the “Act”), and authorized to issue an indefinite number of series of shares representing interests in separate investment Funds (each referred to as a “Series” and collectively, as the “Series”); and

WHEREAS, the Trust presently issues a number of separate Series, one of which is the Timothy Plan Defensive Strategies Fund (the ” Fund”); and

WHEREAS, Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, and engages in the business of asset management; and

WHEREAS, Investment Manager is registered as an investment adviser under the Investment Advisers Act of 1940, and engages in the business of asset management; and

WHEREAS, the Trust has engaged the Adviser to provide investment management services to each series of the Trust, including the Fund, and

WHEREAS, the Adviser desires to retain Investment Manager to render certain investment management services to certain assets held by the Fund, and Investment Manager is willing to render such services; and

WHEREAS, the Trust consents to the engagement of Investment Manager by Adviser.

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

Obligations of Investment Manager

(a)

Services. Investment Manager agrees to perform the following services (the “Services”) for the Fund:

(1)

manage the investment and reinvestment of the commodities portion of the Fund’s assets, as is identified from time to time by the Adviser and allocated to the Investment Manager. Investment Manager shall be responsible for the investment and re-investment of only those Fund assets allocated to it from time to time by Adviser, and shall not be responsible for any cash sweeps, subscriptions pending re-investment and/or cash held in anticipation of redemptions;

(2)

continuously review, supervise, and administer the investment program of the Fund;

(3)

determine, in its discretion, the securities to be purchased, retained or sold (and implement those decisions);

(4)

provide the Trust and Adviser with Fund investment transaction records concerning Investment Manager’s activities which the Trust is required to maintain; and

(5)

render regular reports to the Trust’s and Adviser’s officers and directors concerning Investment Manager’s discharge of the foregoing responsibilities.

The foregoing services described in this Paragraph 1 (a) collectively are hereafter called the “Services”

Investment Manager shall discharge the foregoing responsibilities subject to the control of the officers and directors of the Adviser and trustees of the Trust, and in compliance with such commercially reasonable policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations of the Fund as set forth in the Trust’s most current prospectus and statement of additional information, as amended from time to time, and with all applicable laws and regulations; provided, however, that the Investment Manager will manage only the assets allocated to it by Adviser without considering any other assets owned by the Fund or the Trust, and therefore the Investment Manager shall not be responsible for adhering to the objectives, policies and limitations applicable to the Fund or the Trust as a whole (such as diversification requirements). All Services to be furnished by Investment Manager under this Agreement may be furnished through the medium of any directors, officers or employees of Investment Manager or through such other parties as Investment Manager may determine from time to time.

Investment Manager agrees, at its own expense or at the expense of one or more of its affiliates, to render the Services and to provide the office space, furnishings, equipment and personnel in sufficient amounts and manner to perform the Services on the terms and for the compensation provided herein. Investment Manager shall authorize and permit any of its officers, directors and employees, who may be elected as directors or officers of the Trust, to serve in the capacities in which they are elected.

Unless expressly assumed under this Agreement by Investment Manager, the Trust shall pay all costs and expenses normally incurred in connection with the Trust’s operation and organization.

(b)

Books and Records. All books and records prepared and maintained by Investment Manager for the benefit of the Trust under this Agreement shall be the property of the Trust and, upon request therefor, Investment Manager shall surrender to the Trust copies of such of the books and records so requested. The Trust acknowledges that Investment Manager is required to maintain books and records of its activities, and agrees to allow Investment Manager to retain copies of such records of the Trust as required under federal law. Investment Manager agrees not to use any records of the Trust for any purpose other than for the provision of the Services to the Trust.

(c)

Proxy Voting. Investment Manager is hereby granted the power to vote, tender or non-tender, or direct the voting, tendering or non-tendering of Fund securities purchased by Investment Manager on behalf of the Fund, and take actions on behalf of the Fund with respect to such securities, including, but not limited to, the execution on behalf of the Fund of any consent, request, direction, approval, waiver, objection, appointment or other instrument required or permitted to be signed or executed by the holder of such securities. Investment Manager will not act for the Trust in any legal proceeding, including class actions or bankruptcies, involving a Fund security or the issuer of any fund security.

Fund Transactions.

Investment Manager is authorized to select the brokers or dealers that will execute the purchases and sales of Fund securities for the Fund and is directed to use commercially reasonable efforts to obtain the best net results as described in the Trust’s prospectus from time to time. The Trust has adopted procedures pursuant to Rules 17(a) and 17(e) under the Investment Company Act of 1940 relating to transactions among a Fund and affiliated person thereof (Rule 17(a)), and transactions between a Fund and an affiliated broker or dealer (Rule 17(fe). Investment Manager shall at all times conduct its activities in compliance with such procedures. Investment Manager shall prepare a report at the end of each fiscal quarter reporting on Investment Manager’s compliance with such procedures and setting forth in reasonable detail any transactions which were in violation of such procedures. Investment Manager will promptly communicate to the officers and the directors of the Adviser and Trust such other information relating to Fund transactions as they may reasonably request.

Compensation of Investment Manager. For its services rendered to the Fund, Adviser will pay to Investment Manager a fee at an annual rate equal to 0.40% of the Fund’s average daily allocated assets up to $25 million, and 0.35% of average daily allocated assets over $25 million.

The fees described above shall be computed daily based upon the net asset value of the Fund as determined by a valuation made in accordance with the Trust’s procedures for calculating Fund net asset value as described in the Trust’s currently effective Prospectus and/or Statement of Additional Information. During any period when the determination of the Fund’s net asset value is suspended by the trustees of the Trust, the net asset value of a share of the Fund as of the last business day prior to such suspension shall, for the purpose of this Paragraph 3, be deemed to be net asset value at the close of each succeeding business day until it is again determined.

The fees described above are annual fees, payable 1/12^th monthly. Fees for Services rendered during any month will be paid within five (5) business days after the end of the month in which such Services were rendered. In the event that this Agreement is terminated prior to the end of a month in which Investment Manager is providing Services, Adviser shall pay to Investment Manager fees accumulated during that month to the date of termination within five (5) business days after the end of the month in which such Services were rendered. Investment Manager shall have no right to obtain compensation directly from the Fund or the Trust for Services provided hereunder and agrees to look solely to the Adviser for payment of fees due.

Status of Investment Manager.

The services of Investment Manager to the Trust are not to be deemed exclusive, and Investment Manager shall be free to render similar services to others. Notwithstanding the foregoing, Investment Manager shall not render services to other registered investment companies which employ similar moral screening processes without first obtaining the prior written consent of the Trust to render such services.

In order to assist Investment Manager in performing the Services to the Fund, the Trust and/or Adviser may from time to time provide Investment Manager with information, documents, research or writings designated as proprietary by the Trust or the Adviser. Investment Manager agrees that, upon being informed that information, documents, research or writings provided to it are deemed proprietary by the Trust and/or the Adviser, investment Manager agrees that it shall use such proprietary documents only to assist it in performing the Services to the Funds, and further agrees not to use, distribute, or publish, for its own benefit or for the benefit of others, information, documents, research or writings designated as proprietary by the Trust or the Adviser, except to satisfy legal or regulatory duties.

In rendering its Services to the Funds, Investment Manager shall be deemed to be an independent contractor.

Unless expressly authorized or requested by the Trust, Investment Manager shall have no authority to act for or represent the Trust in any way other than as an independent contractor providing the Services described in this Agreement. The parties to this Agreement acknowledge and agree that the Trust may, from time to time, authorize Investment Manager to act for or represent the Trust under limited circumstance. In such circumstance, Investment Manager may be deemed to be an agent of the Trust. Except for those circumstances in which the Trust has specifically authorized Investment Manager to act for or represent the Trust, Investment Manager shall in no way be deemed an agent of the Trust.

Nothing in this Agreement shall limit or restrict the right of any director, officer or employee of Investment Manager, who may also be a director, officer, or employee of the Trust, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.

Permissible Interests.

Trustees, agents, and stockholders of the Trust are or may be interested in Investment Manager (or any successor thereof) as directors, partners, officers, or stockholders, or otherwise, and directors, partners, officers, agents, and stockholders of Investment Manager are or may be interested in the Trust as trustees, stockholders or otherwise; and Adviser (or any successor) is or may be interested in the Trust as a stockholder or otherwise.

Liability of Investment Manager.

Pursuant to this Agreement, Investment Manager assumes no responsibility under this Agreement other than to render the Services called for hereunder in good faith. Investment Manager shall not be liable for any error of judgment or for any loss suffered by the Trust in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the Investment Company Act of 1940) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement.

Term.

This Agreement shall remain in effect until the 30^th day of April, 2015, and from year to year thereafter provided such continuance is approved at least annually by (1) the vote of a majority of the Board of Trustees of the Trust or (2) a vote of a “majority” (as that term is defined in the Investment Company Act of 1940) of the Trust’s outstanding securities, provided that in either event the continuance is also approved by the vote of a majority of the trustees of the Trust who are not parties to this Agreement or “interested persons” (as defined in the Act) of any such party, which vote must be cast in person at meeting called for the purpose of voting on such approval; provided, however, that;

(a)

the Trust or Adviser may, at any time and without the payment of any penalty, terminate this Agreement upon 60 days written notice to Investment Manager;

(b)

the Agreement shall immediately terminate in the event of its assignment (within the meaning of the Act and the Rules there under); and

(c)

Investment Manager may terminate this Agreement without payment of penalty on 60 days written notice to the Trust; and

(d)

the terms of paragraph 6 of this Agreement shall survive the termination of this Agreement.

Notices.

Except as otherwise provided in this Agreement, any notice or other communication required by or permitted to be given in connection with this Agreement will be in writing and will be delivered in person or sent by first class mail, postage prepaid or by prepaid overnight delivery service to the respective parties as follows:

If to the Trust:	If to Adviser	If to the Investment Manager:
The Timothy Plan	Timothy Partners, Ltd.	CoreCommodityManagement, LLC
1055 Maitland Center Commons	1055 Maitland Center Commons	One Station Place, Three South
Maitland, FL 32751	Maitland, FL 32751	Stamford, CT 06902
Arthur D. Ally	By: Covenant funds, Inc.	Adam De Chiara, Co-President
President	Managing General Partner	copy to: General Counsel
	Arthur D. Ally, President

Amendments.

No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no amendment of this Agreement shall be effective until approved by vote of the holders of a majority of the Fund’s outstanding voting securities.

10.

Choice of Law.

This Agreement shall be construed in accordance with the laws of the State of New York and the applicable provisions of the Investment Company Act of 1940 (the “Act”). To the extent the applicable law of the State of New York or any of the provisions therein conflict with the applicable provisions of the Act, the latter shall control.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first written above.

The Timothy Plan	Timothy Partners, Ltd.	CoreCommodity Management, LLC


Arthur D. Ally Pres	Arthur D. Ally, Pres., Gen. Partner	Adam De Chlara, Co-President

		Patricia S. Rube
		Managing Director &
		Assoc. General Counsel

EX-99.28 4 fp0088171-1_ex9928d14.htm

ADVISORY FEE WAIVER AGREEMENT

This ADVISORY FEE WAIVER AGREEMENT (the "Agreement") is dated as of November 17, 2023, by and between TIMOTHY PARTNERS, LTD., a Florida Limited Partnership (the "Advisor"), and TIMOTHY PLAN, a Delaware Business Trust (the "Trust").

NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:

The Advisor shall waive a portion of its Advisory Fee under the Advisory Agreement with respect to certain Funds in the amounts and for the time period set forth in this Agreement. The Funds subject to such waivers, and the percentage of the fee being waived, are set forth on Schedule A of this Agreement.

With the exception of the Strategic Growth Fund and the Conservative Growth Fund, which are Funds of Funds, for the time period set forth herein, the Advisor shall waive its Advisory Fee on any portion of each Fund's assets estimated to be attributable to investments in money market funds, other equity and fixed income mutual funds and exchange-traded funds.

3.	This Agreement shall continue in effect until January 28, 2025. Upon termination of the Advisory Agreement with respect to the Fund, this Agreement shall automatically terminate.

4.	This Agreement shall be construed in accordance with the laws of the State of Florida without giving effect to any choice or conflict of law provision or rule.

This Agreement may be amended by mutual consent of the parties hereto in writing. The Agreement may be terminated upon 90 days’ notice by a majority of the non-interested trustees of the Trust or the Advisor, as defined in the Investment Company Act of 1940, as amended, or by a vote of a majority of the outstanding voting securities of the applicable Fund.

[Signature page follows]

IN WITNESS WHEREOF, the parties have caused their respective duly authorized officers to execute this Agreement as of the date first above written.

TIMOTHY PARTNERS, LTD
By: COVENANT FUNDS, INC.
Managing General Partner

By: /s/ Arthur D. Ally

Name: Arthur D. Ally
Title: Authorized Signatory

TIMOTHY PLAN

By: /s/ Arthur D. Ally

Name: Arthur D. Ally
Title: President

SCHEDULE A

Name of Trust Series	Contractual Advisory Fee	Contractual Fee Waiver	Advisory Fee After Waiver
MUTUAL FUNDS
Timothy Plan Small Cap Value Fund	0.85%	0.05%	0.80%
Timothy Plan Large/Mid Cap Value Fund	0.85%	0.05%	0.80%
Timothy Plan Aggressive Growth Fund	0.85%	0.10%	0.75%
Timothy Plan Large/Mid Cap Growth Fund	0.85%	0.05%	0.80%
Timothy Plan Growth and Income Fund	0.85%	0.15%	0.70%
Timothy Plan Fixed Income Fund	0.60%	0.20%	0.40%
Timothy Plan High Yield Bond Fund	0.60%	0.10%	0.50%
Timothy Plan International Fund	1.00%	0.05%	0.95%
Timothy Plan Israel Common Value Fund	1.00%		1.00%
Timothy Plan Defensive Strategies Fund	0.60%	0.05%	0.55%
Timothy Plan Strategic Growth Fund	0.15%		0.15%
Timothy Plan Conservative Growth Fund	0.15%		0.15%

ETFS
Timothy Plan US Large/Mid Cap Core ETF	0.52%		0.52%
Timothy Plan US Large/Mid Cap Core Enhanced ETF	0.52%		0.52%
Timothy Plan Small Cap Core ETF	0.52%		0.52%
Timothy Plan High Dividend Stock ETF	0.52%		0.52%
Timothy Plan High Dividend Stock Enhanced ETF	0.52%		0.52%
Timothy Plan International ETF	0.62%		0.62%
Timothy Plan Market Neutral ETF	0.65%		0.65%

EX-99.28 5 fp0088171-1_ex9928e1.htm

PRINCIPAL UNDERWRITING AGREEMENT

DATED JULY 1, 1997

AMENDED & RESTATED

AS OF MAY 21, 2021

THIS AGREEMENT, originally made and entered into as of the 1^st day of July, 1997 by and between The Timothy Plan, a Delaware Statutory Trust (the “Trust”), and Timothy Partners, Ltd., a Delaware a Florida limited partnership with its principal office and place of business at 1055 Maitland Center Commons Blvd, Maitland, FL 32751 (the “ Distributor”), is hereby Amended and Restated as of this 21^st day of May, 2021.

WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company, and is authorized to issue shares of beneficial interest (“Shares”) in separate series, with each such series representing interests in a separate portfolio of securities and other assets; and

WHEREAS, the Trust desires to retain the Distributor as principal underwriter in connection with the offering of the Shares of each series listed on Exhibit A hereto (as amended from time to time) (each a “Fund” and collectively the “Funds”); and

WHEREAS, the Distributor is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is a member of the Financial Industry Regulatory Authority (“FINRA”); and

WHEREAS, this Agreement has been approved by a vote of the Trust’s board of Trustees (the “Board”) and its disinterested directors in conformity with Section 15(c) of the 1940 Act; and

WHEREAS, the Distributor is willing to act as principal underwriter for the Trust on the terms and conditions hereinafter set forth.

NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

1. Appointment of Distributor. The Trust hereby appoints the Distributor as its exclusive agent for the sale and distribution of Shares of the Funds, on the terms and conditions set forth in this Agreement, and the Distributor hereby accepts such exclusive appointment and agrees to perform the services and duties set forth in this Agreement.

Services and Duties of the Distributor.

A. The Distributor agrees to act as agent of the Trust for distribution of the Shares of the Funds, upon the terms and at the current offering price (plus sales charge, if any) described in the Prospectus. As used in this Agreement, the term “Prospectus” shall mean each current prospectus, including the statement of additional information, as amended or supplemented, relating to any of the Funds and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the “Registration Statement’’) of the Trust under the Securities Act of 1933 (the “ 1933 Act”) and the 1940 Act.

B. During the continuous public offering of Shares of the Funds, the Distributor shall use commercially reasonable efforts to distribute the Shares. All orders for Shares shall be made through financial intermediaries or directly to the applicable Fund or its designated agent. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. The Trust or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Shares in uncertificated form .

C. The Distributor shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Funds so as to enable the Shares to be traded through NSCC's FundSERV systems. The Distributor shall not be responsible for any operational matters associated with FundSERV or Networking transactions.

D. The Distributor acknowledges and agrees that it is not authorized to provide any information or make any representations regarding the Funds other than as contained in the Prospectus and any sales literature and advertising materials specifically provided by the Trust.

E. The Distributor agrees to review all proposed advertising materials and sales literature for compliance with applicable laws and regulations, and shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Trust any comments provided by regulators with respect to such materials.

F. The Trust agrees to redeem or repurchase Shares tendered by shareholders of the Funds in accordance with the Trust’s obligations in the Prospectus and the Registration Statement. The Trust reserves the right to suspend such repurchase right upon written notice to the Distributor.

G. The Distributor may, in its discretion, and shall, at the request of the Trust, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select, in order that such broker-dealers and other intermediaries also may sell Shares of the Funds. The form of any dealer agreement shall be approved by the Trust. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) The Distributor has received a corresponding payment from the applicable Fund’s plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act (“Plan”) and (ii) such corresponding payment has been approved by the Trust’s Board in the manner set forth in such Plan. The Distributor shall include in the forms of agreement with selling broker-dealers a provision for the forfeiture by them of any sales charge or discount with respect to Shares sold by them and redeemed, repurchased or tendered for redemption within seven business days after the date of confirmation of such purchases.

H. The Distributor shall devote its best efforts to effect sales of Shares of the Funds but shall not be obligated to sell any certain number of Shares.

I. The Distributor shall prepare reports for the Board regarding its activities under this Agreement as from time to time shall be required under the Plan and/or as reasonably requested by the Board, including reports regarding the use of 12b-1 payments received by the Distributor, if any.

J. The Distributor may enter into agreements (“Subcontracts”) with qualified third parties to carry out some or all of the Distributor’s obligations under this Agreement, with the prior written consent of the Trust, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder.

K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.

L. Notwithstanding anything herein to the contrary, the Distributor shall not be required to register as a broker or dealer in any specific jurisdiction or to maintain its registration in any jurisdiction in which it is now registered.

Representations, Warranties and Covenants of the Trust.

A. The Trust hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

(i)

it is duly organized and in good standing under the laws of its jurisdiction of incorporation/organization and is registered as an open-end management investment company under the 1940 Act;

(ii)

this Agreement has been duly authorized, executed and delivered by the Trust and, when executed and delivered, will constitute a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties;

(iii)

it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws/operating agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement;

(iv)

the Shares are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable;

(v)

the Registration Statement and Prospectus included therein have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder;

(vi)

the Registration Statement and Prospectus and any advertising materials and sales literature prepared by the Trust or its agent do not and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects; and

(vii)

the Trust owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used in the conduct of the Trust’s business and for the offer, issuance, distribution and sale of the Fund Shares in accordance with the terms of the Prospectus and this Agreement, and such Intellectual Property does not and will not breach or infringe the terms of any Intellectual Property owned, held or licensed by any third party.

B. The Trust shall take, or cause to be taken, all necessary action to register the Shares under the federal and all applicable state securities laws and to maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Trust authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares.

The Trust agrees to advise the Distributor promptly in writing:

(i)

of any material correspondence or other communication by the Securities and Exchange Commission (“SEC”) or its staff relating to the Funds, including requests by the SEC for amendments to the Registration Statement or Prospectus;

(ii)

in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose;

(iii)

of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading;

(iv)

of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus which may from time to time be filed with the SEC;

(v)

in the event that it determines to suspend the sale of Shares at any time in response to conditions in the securities markets or otherwise or to suspend the redemption of Shares of any Fund at any time as permitted by the 1940 Act or the rules of the SEC; and

(vi)

of the commencement of any litigation or proceedings against the Trust or any of its officers or directors in connection with the issue and sale of any of the Shares.

D. The Trust shall file such reports and other documents as may be required under applicable federal and state laws and regulations, including state blue sky laws, and shall notify the Distributor in writing of the states in which the Shares may be sold and of any changes to such information.

E. The Trust agrees to file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

F. The Trust shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares. In addition, the Trust shall keep the Distributor fully informed of its affairs and shall provide to the Distributor from time to time copies of all information, financial statements, and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including, without limitation, certified copies of any financial statements prepared for the Trust by its independent public accountants and such reasonable number of copies of the most current Prospectus, statement of additional information and annual and interim reports to shareholders as the Distributor may request. The Trust shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Trust represents that it will not use or authorize the use of any advertising or sales material unless and until such materials have been approved and authorized for use by the Distributor.

G. The Trust shall provide, and cause each other agent or service provider to the Trust, including the Trust’s transfer agent and investment adviser, to provide, to Distributor in a timely and accurate manner all such information (and in such reasonable medium) that the Distributor may reasonably request that may be necessary for the Distributor to perform its duties under this Agreement.

H. The Trust shall not file any amendment to the Registration Statement or Prospectus that amends any provision therein which pertains to Distributor, the distribution of the Shares or the applicable sales loads or public offering price without giving Distributor reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional.

I. The Trust has adopted policies and procedures pursuant to Title V of the Gramm-Leach-Bliley Act, as may be modified from time to time. In this regard, the Trust (and relevant agents) shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent the unauthorized access to or use of, records and information relating to the Trust and the owners of the Shares.

Representations, Warranties and Covenants of the Distributor.

A. The Distributor hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

(i)

it is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;

(ii)

this Agreement has been duly authorized, executed and delivered by the Distributor and, when executed and delivered, will constitute a valid and legally binding obligation of the Distributor, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties;

(iii)

it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, operating agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; and

(iv)

it is registered as a broker-dealer under the 1934 Act and is a member in good standing of FINRA.

B. In connection with all matters relating to this Agreement, the Distributor will comply with the applicable requirements of the 1933 Act, the 1934 Act, the 1940 Act, the regulations of FINRA and all other applicable federal or state laws and regulations.

C. The Distributor shall promptly notify the Trust of the commencement of any litigation or proceedings against the Distributor or any of its managers, officers or directors in connection with the issue and sale of any of the Shares.

Compensation.

A. In consideration of The Distributor’s services in connection with the distribution of Shares of each Fund and Class thereof, The Distributor shall receive the compensation set forth in Exhibit B.

B. Except as specified in Section 5A and Exhibit B to this Agreement, The Distributor shall not be entitled to compensation or reimbursement of expenses for services provided by the Distributor pursuant to this Agreement.

Expenses.

A. The Trust shall bear all costs and expenses in connection with registration of the Shares with the SEC and the applicable states, as well as all costs and expenses in connection with the offering of the Shares and communications with shareholders of its Funds, including but not limited to (i) fees and disbursements of its counsel and independent public accountants; (ii) costs and expenses of the preparation, filing, printing and mailing of Registration Statements and Prospectuses and amendments thereto, as well as related advertising and sales literature, (iii) costs and expenses of the preparation, printing and mailing of annual and interim reports, proxy materials and other communications to shareholders of the Funds; and (iv) fees required in connection with the offer and sale of Shares in such jurisdictions as shall be selected by the Trust pursuant to Section 3(D) hereof.

B. The Distributor shall bear the expenses of registration or qualification of the Distributor as a dealer or broker under federal or state laws and the expenses of continuing such registration or qualification. The Distributor does not assume responsibility for any expenses not expressly assumed hereunder.

Indemnification.

A. The Trust shall indemnify, defend and hold the Distributor, its affiliates and each of their respective members, managers, directors, officers, employees, representatives and any person who controls or previously controlled the Distributor within the meaning of Section 15 of the 1933 Act (collectively, the “Distributor Indemnitees”), free and harmless from and against any and all losses, claims, demands, liabilities, damages and expenses (including the costs of investigating or defending any alleged losses, claims, demands, liabilities, damages or expenses and any reasonable counsel fees incurred in connection therewith) (collectively, “Losses”) that any Distributor Indemnitee may incur under the 1933 Act, the 1934 Act, the 1940 Act any other statute (including Blue Sky laws) or any rule or regulation thereunder, or under common law or otherwise, arising out of or relating to (i) the Distributor serving as distributor of the Funds pursuant to this Agreement; (ii) the Trust’s breach of any of its obligations, representations, warranties or covenants contained in this Agreement; (iii) the Trust’s failure to comply with any applicable securities laws or regulations; or (iv) any claim that the Registration Statement, Prospectus, shareholder reports, sales literature and advertising materials or other information filed or made public by the Trust (as from time to time amended) include or included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading under the 1933 Act, or any other statute or the common law any violation of any rule of FINRA or of the SEC or any other jurisdiction wherein Shares of the Funds are sold, provided, however, that the Trust’s obligation to indemnify any of the Distributor Indemnitees shall not be deemed to cover any Losses arising out of any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, Prospectus, annual or interim report, or any such advertising materials or sales literature in reliance upon and in conformity with information relating to the Distributor and furnished to the Trust or its counsel by the Distributor in writing and acknowledging the purpose of its use. In no event shall anything contained herein be so construed as to protect the Distributor against any liability to the Trust or its shareholders to which the Distributor would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties under this Agreement or by reason of its reckless disregard of its obligations under this Agreement.

The Trust’s agreement to indemnify the Distributor Indemnitees with respect to any action is expressly conditioned upon the Trust being notified of such action or claim of loss brought against any Distributor Indemnitee, within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Distributor Indemnitee, unless the failure to give notice does not prejudice the Trust. Such notification shall be given by letter or by telegram addressed to the Trust’s President, but the failure so to notify the Trust of any such action shall not relieve the Trust from any liability which the Trust may have to the person against whom such action is brought by reason of any such untrue, or alleged untrue, statement or omission, or alleged omission, otherwise than on account of the Trust’s indemnity agreement contained in this Section 7(A).

B. The Trust shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such Losses, but if the Trust elects to assume the defense, such defense shall be conducted by counsel chosen by the Trust and approved by the Distributor, which approval shall not be unreasonably withheld. In the event the Trust elects to assume the defense of any such suit and retain such counsel, the Distributor Indemnitee(s) in such suit shall bear the fees and expenses of any additional counsel retained by them. If the Trust does not elect to assume the defense of any such suit, or in case the Distributor does not, in the exercise of reasonable judgment, approve of counsel chosen by the Trust or, if under prevailing law or legal codes of ethics, the same counsel cannot effectively represent the interests of both the Trust and the Distributor Indemnitee(s), the Trust will reimburse the Distributor Indemnitee(s) in such suit, for the fees and expenses of any counsel retained by Distributor and them. The Trust’s indemnification agreement contained in Sections 7(A) and 7(B) shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Distributor Indemnitee(s), and shall survive the delivery of any Shares and the termination of this Agreement. This agreement of indemnity will inure exclusively to the Distributor’s benefit, to the benefit of each Distributor Indemnitee.

C. The Trust shall advance attorney’s fees and other expenses incurred by a Distributor Indemnitee in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this Section 7 to the maximum extent permissible under applicable law.

D. The Distributor shall indemnify, defend and hold the Trust, its affiliates, and each of their respective directors, officers, employees, representatives, and any person who controls or previously controlled the Trust within the meaning of Section 15 of the 1933 Act (collectively, the “Trust Indemnitees”), free and harmless from and against any and all Losses that any Trust Indemnitee may incur under the 1933 Act, the 1934 Act, the 1940 Act, any other statute (including Blue Sky laws) or any rule or regulation thereunder, or under common law or otherwise, arising out of or based upon (i) the Distributor’s breach of any of its obligations, representations, warranties or covenants contained in this Agreement; (ii) the Distributor’s failure to comply with any applicable securities laws or regulations; or (iii) any claim that the Registration Statement, Prospectus, sales literature and advertising materials or other information filed or made public by the Trust (as from time to time amended) include or included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements not misleading, insofar as such statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust by the Distributor in writing. In no event shall anything contained herein be so construed as to protect the Trust against any liability to the Distributor to which the Trust would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties under this Agreement or by reason of its reckless disregard of its obligations under this Agreement.

The Distributor’s agreement to indemnify the Trust Indemnitees is expressly conditioned upon the Distributor’s being notified of any action or claim of loss brought against a Trust Indemnitees, such notification to be given by letter or telegram addressed to the Distributor’s President, within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon the Trust Indemnitee, unless the failure to give notice does not prejudice the Distributor. The failure so to notify the Distributor of any such action shall not relieve the Distributor from any liability which the Distributor may have to the person against whom such action is brought by reason of any such untrue, or alleged untrue, statement or omission, otherwise than on account of the Distributor’s indemnity agreement contained in this Section 7(D).

E. The Distributor shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such Losses, but if the Distributor elects to assume the defense, such defense shall be conducted by counsel chosen by the Distributor and approved by the Trust Indemnitee, which approval shall not be unreasonably withheld. In the event the Distributor elects to assume the defense of any such suit and retain such counsel, the Trust Indemnitee(s) in such suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any such suit, or in case the Trust does not, in the exercise of reasonable judgment, approve of counsel chosen by the Distributor or, if under prevailing law or legal codes of ethics, the same counsel cannot effectively represent the interests of both the Distributor and the Trust Indenmitee(s), the Distributor will reimburse the Trust Indenmitee(s) in such suit, for the fees and expenses of any counsel retained by the Trust and them. The Distributor’s indemnification agreement contained in Sections 7(D) and (E) shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Trust Indemnitee(s), and shall survive the delivery of any Shares and the termination of this Agreement. This Agreement of indemnity will inure exclusively to the Trust’s benefit, to the benefit of each Trust Indemnitee.

F. No person shall be obligated to provide indemnification under this Section 6 if such indemnification would be impermissible under the 1940 Act, the 1933 Act, the 1934 Act or the rules of the FINRA; provided, however, in such event indemnification shall be provided under this Section 7 to the maximum extent so permissible.

Dealer Agreement Indemnification.

A. Distributor acknowledges and agrees that certain large and significant broker-dealers, such as (without limitation) Merrill Lynch, UBS and Morgan Stanley (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings and indemnification that are not included in the Standard Dealer Agreement.

B. To the extent that Distributor is requested or required by the Trust to enter into any Non-Standard Dealer Agreement, the Trust shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) The Distributor’s actions or failures to act pursuant to any Non-Standard Dealer Agreement; (b) any representations made by The Distributor in any Non-Standard Dealer Agreement to the extent that The Distributor is not required to make such representations in the Standard Dealer Agreement; or (c) any indemnification provided by The Distributor under a Non-Standard Dealer Agreement to the extent that such indemnification is beyond the indemnification The Distributor provides to intermediaries in the Standard Dealer Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust or its shareholders to which the Distributor lndemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard Dealer Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard Dealer Agreement.

7. Limitations on Damages. Neither Party shall be liable for any consequential, special or indirect losses or damages suffered by the other Party, whether or not the likelihood of such losses or damages was known by the Party.

8. Force Majeure. Neither Party shall be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including, without limitation, Acts of Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster); action or inaction of civil or military authority; acts of foreign enemies; war; terrorism; riot; insurrection; sabotage; epidemics; labor disputes; civil commotion; or interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; provided, however, that in each specific case such circumstance shall be beyond the reasonable control of the party seeking to apply this force majeure clause.

Duration and Termination.

C. This Agreement shall become effective with respect to each Fund listed on Exhibit A hereof as of the date hereof and, with respect to each Fund not in existence on that date, on the date an amendment to Exhibit A to this Agreement relating to that Fund is executed. Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from the date hereof. Thereafter, if not terminated, this Agreement shall continue automatically in effect as to each Fund for successive one-year periods, provided such continuance is specifically approved at least annually by (i) the Trust’s Board or (ii) the vote of a majority of the outstanding voting securities of a Fund, in accordance with Section 15 of the 1940 Act.

D. Notwithstanding the foregoing, this Agreement may be terminated, without the payment of any penalty, with respect to a particular Fund (i) through a failure to renew this Agreement at the end of a term or (ii) upon mutual consent of the parties. Further, this Agreement may be terminated upon no less than 60 days’ written notice, by either the Trust through a vote of a majority of the members of the Board who are not interested persons, as that term is defined in the 1940 Act, and have no direct or indirect financial interest in the operation of this Agreement or by vote of a majority of the outstanding voting securities of a Fund, or by the Distributor.

This Agreement will automatically terminate in the event of its assignment.

10.

Anti-Money Laundering Compliance.

F. Each of Distributor and Trust acknowledges that it is a financial institution subject to the USA PATRIOT Act of 2001 and the Bank Secrecy Act (collectively, the “AML Acts”), which require, among other things, that financial institutions adopt compliance programs to guard against money laundering. Each represents and warrants to the other that it is in compliance with and will continue to comply with the AML Acts and applicable regulations in all relevant respects.

G. The Distributor shall include specific contractual provisions regarding anti-money laundering compliance obligations in agreements entered into by the Distributor with any broker-dealer or other financial intermediary that is authorized to effect transactions in Shares of the Funds.

H. Each of Distributor and Trust agrees that it will take such further steps, and cooperate with the other as may be reasonably necessary, to facilitate compliance with the AML Acts, including but not limited to the provision of copies of its written procedures, policies and controls related thereto (“AML Operations”). Distributor undertakes that it will grant to the Trust, the Trust’s anti-money laundering compliance officer and appropriate regulatory agencies, reasonable access to copies of Distributor’s AML Operations, and related books and records to the extent they pertain to the Distributor’s services hereunder. It is expressly understood and agreed that the Trust and the Trust’s compliance officer shall have no access to any of Distributor’s AML Operations, books or records pertaining to other Trusts or services of Distributor.

11. Privacy. In accordance with Regulation S-P, the Distributor will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust or any Fund regarding any Fund shareholder; provided, however, that the Distributor may disclose such information to any party as necessary in the ordinary course of business to carry out the purposes for which such information was disclosed to the Distributor. The Distributor shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to consumers and customers of the Funds.

The Trust represents to the Distributor that it has adopted a Statement of its privacy policies and practices as required by Securities and Exchange Commission Regulation S-P and agrees to provide to the Distributor a copy of that statement annually. The Distributor agrees to use reasonable precautions to protect, and prevent the unintentional disclosure of, such non-public personal information.

12. Confidentiality. During the term of this Agreement, the Distributor and the Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and Trusts. As used in this Agreement, “Confidential Information” means information belonging to the Distributor or the Trust which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information.

Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

13. Notices. Any notice required or permitted to be given by any party to the others shall be in writing and shall be deemed to have been given on the date delivered personally or by courier service or 3 days after sent by registered or certified mail, postage prepaid, return receipt requested or on the date sent and confirmed received by facsimile transmission to the other party’s address as set forth below:

Notices to the Distributor shall be sent to:

Timothy Partners, Ltd.

1055 Maitland Center Commons

Maitland, FL 32751

Attn: Terry Covert, Esq.

Notices to the Trust shall be sent to:

Timothy Plan

1055 Maitland Center Commons

Maitland, FL 32751

Attn: Art Ally

14. Modifications. The terms of this Agreement shall not be waived, altered, modified, amended or supplemented in any manner whatsoever except by a written instrument signed by the Distributor and the Trust. If required under the 1940 Act, any such amendment must be approved by the Trust’s Board, including a majority of the Trust’s Board who are not interested persons, as such term is defined in the 1940 Act, of any party to this Agreement, by vote cast in person at a meeting for the purpose of voting on such amendment.

15. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Florida, without regard to the conflicts of law principles thereof.

16. Entire Agreement. This Agreement constitutes the entire agreement between the Parties hereto and supersedes all prior communications, understandings and agreements relating to the subject matter hereof, whether oral or written.

17. Survival. The provisions of Sections 5, 6, 7, 8, 13 and 14 of this Agreement shall survive any termination of this Agreement.

18. Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. Any provision of this Agreement which may be determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors.

19. Counterparts. This Agreement may be executed by the Parties hereto in any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same document.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by a duly authorized officer on one or more counterparts as of the date first above written.

	TIMOTHY PARTNERS, LTD

	By:
		Art Ally, President

	TIMOTHY PLAN

	By:
		Art Ally, Chairman & President

EXHIBIT A

FUNDS SUBJECT TO THIS AGREEMENT

Timothy Plan Aggressive Growth Fund

Timothy Plan Conservative Growth Fund

Timothy Plan Defensive Strategies Fund

Timothy Plan Fixed Income Fund

Timothy Plan Growth & Income Fund

Timothy Plan High Yield Bond Fund

Timothy Plan International Fund

Timothy Plan Israel Common Values Fund

Timothy Plan Large/Mid Cap Growth Fund

Timothy Plan Large/Mid Cap Value Fund

Timothy Plan Small Cap Value Fund

Timothy Plan Small Cap Growth Fund

Timothy Plan Strategic Growth Portfolio Variable

Timothy Plan Conservative Growth Portfolio Variable

EXHIBIT B

COMPENSATION

SALES LOADS*:

1. With respect to Class A Shares (i) that part of the sales charge which is retained by the Distributor after reallowance of discounts to dealers as set forth, if required, in the Registration Statement, including the Prospectus, filed with the SEC and in effect at the time of the offering, as amended.

2. With respect to Class C Shares (i) that part of any front-end sales charge which is retained by the Distributor after allowance of discounts to dealers as set forth, if required, in the Registration Statement, including the Prospectus, filed with the SEC and in effect at the time of the offering, as amended, and (ii) the contingent deferred sales charge payable with respect to Class C Shares sold through the Distributor as set forth in the Registration Statement, including the Prospectus, filed with the SEC and in effect at the time of sale of such Class C Shares.

3. With respect to Class I Shares, if any, the Distributor shall not be entitled to any compensation.

4. With respect to any future Class of Shares, the Distributor shall be entitled to such consideration as the Fund and the Distributor shall agree at the time such Class of Shares is established.

All Sales Loads received by the Distributor shall be held to be used solely for distribution-related expenses and shall not be retained as profit.

12b-1 PAYMENTS:

If the Funds have a Board approved Distribution Plan that authorizes them to compensate and reimburse the Distributor for distribution services, then the Funds shall be responsible for all compensation and reimbursements pursuant to this Agreement, or such portions thereof as are authorized under the Distribution Plan.

EX-99.28 6 fp0088171-1_ex9928h1.htm

Certain information has been excluded from this exhibit because it (i) is not material and (ii) would be competitively harmful if publicly disclosed.

FORM OF

MASTER SERVICES AGREEMENT

This Master Services Agreement (this “Agreement”), dated March 1, 2024, is between The Timothy Plan (the “Trust”), a Delaware statutory trust, and Ultimus Fund Solutions, LLC (“Ultimus”), a limited liability company organized under the laws of the state of Ohio.

Background

The Trust is an open-end management investment company registered or to be registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and it desires that Ultimus perform certain services for each of its series listed on Schedule A (as amended from time to time) (individually referred to herein as a “Fund” and collectively as the “Funds”). Ultimus is willing to perform such services on the terms and conditions set forth in this Agreement.

Terms and Conditions

Retention of Ultimus

The Trust retains Ultimus to act as the service provider on behalf of each Fund for the services set forth in each Addendum selected below (collectively, the “Services”), which are incorporated by reference into this Agreement. Ultimus accepts such employment to perform the selected Services.

[X]

Fund Accounting Addendum

[X]

Fund Administration Addendum

[X]

Transfer Agent and Shareholder Servicing Addendum

Allocation of Charges and Expenses

2.1.

Ultimus shall furnish at its own expense the executive, supervisory, and clerical personnel necessary to perform its obligations under this Agreement. Ultimus shall also pay all compensation of any officers of the Trust who are affiliated persons of Ultimus, except when such person is serving as the Trust’s chief compliance officer.

2.2.

The Trust, on behalf of each Fund, assumes and shall pay or cause to be paid all other expenses of the Trust or a Fund not otherwise allocated under this Section 2, including, without limitation: organization costs; taxes; expenses for legal and auditing services; the expenses of preparing (including typesetting), printing and mailing reports, prospectuses, statements of additional information, information statements, proxy statements and related materials; all expenses incurred in connection with issuing and redeeming shares; the costs of custodial services; the cost of initial and ongoing registration or qualification of the shares under federal and state securities laws; fees and reimbursable expenses of Trustees who are not affiliated persons of Ultimus or the investment adviser(s) to the Trust; insurance premiums; interest; brokerage costs; litigation and other extraordinary or nonrecurring expenses; and all fees and charges of investment advisers to the Trust.

FORM OF

Compensation

3.1.

The Trust, on behalf of each Fund, shall pay for the Services to be provided by Ultimus under this Agreement in accordance with, and in the manner set forth in, the fee letter attached to each addendum (each a “Fee Letter”), which may be amended from time to time. Each Fee Letter is incorporated by reference into this Agreement.

3.2.

If this Agreement becomes effective subsequent to the first day of a month, Ultimus’ compensation for that part of the month in which the Agreement is in effect shall be prorated in a manner consistent with the calculation of the fees as set forth in the applicable Fee Letter. If this Agreement terminates before the last day of a month, Ultimus’ compensation for that part of the month in which the Agreement is in effect shall be equal to a full calendar month’s worth of fees as calculated in a manner consistent with the calculation of the fees as set forth in the applicable Fee Letter. The Trust shall promptly pay Ultimus’ compensation for the preceding month.

3.3.

In the event that the U.S. Securities and Exchange Commission (the “SEC”), Financial Industry Regulatory Authority, Inc. (“FINRA”), or any other regulator or self-regulatory authority adopts regulations and requirements relating to the payment of fees to service providers or which would result in any material increases in costs to provide the Services under this Agreement, the parties agree to negotiate in good faith amendments to this Agreement in order to comply with such requirements and provide for additional compensation for Ultimus as mutually agreed to by the parties.

3.4.

In the event that any fees are disputed, the Trust shall, on or before the due date, pay all undisputed amounts due hereunder and notify Ultimus in writing of any disputed fees which it is disputing in good faith. To the extent there are disputed fees between Ultimus and the Trust, the parties agree to negotiate in good faith to resolve the dispute.

Reimbursement of Expenses

In addition to paying Ultimus the fees described in each Fee Letter, the Trust, on behalf of each Fund, agrees to reimburse Ultimus for its actual reimbursable expenses in providing services hereunder, if applicable, including, without limitation, the following:

4.1.

Reasonable travel and lodging expenses incurred by officers and employees of Ultimus in connection with attendance at meetings of the Trust’s Board of Trustees (the “Board”) or any committee thereof and shareholders’ meetings;

4.2.

All freight and other delivery charges incurred by Ultimus in delivering materials on behalf of the Trust;

4.3.

All direct telephone, telephone transmission and telecopy or other electronic transmission expenses incurred by Ultimus in communication with the Trust, the Trust’s investment adviser(s) or custodian, counsel for the Trust or a Fund, counsel for the Trust’s independent Trustees, the Trust’s independent accountants, dealers or others as required for Ultimus to perform the Services;

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4.4.

The cost of obtaining secondary security market quotes and any securities data, including, but not limited to, the cost of fair valuation services and the cost of obtaining corporate action related data and securities master data;

4.5.

The cost of electronic or other methods of storing records and materials;

4.6.

All fees and expenses incurred in connection with any licensing of software, subscriptions to databases, custom programming or systems modifications required to provide any special reports or services requested by the Trust;

4.7.

Any expenses Ultimus shall incur at the direction of an officer of the Trust thereunto duly authorized other than an employee or other affiliated person of Ultimus who may otherwise be named as an authorized representative of the Trust for certain purposes;

4.8.

A reasonable allocation of the costs associated with the preparation of Ultimus’ Service Organization Control 1 Reports (“SOC 1 Reports”);

4.9.

A reasonable allocation of the cost of GainsKeeper^® software, used by Ultimus to track wash loss deferrals for both fiscal (855) and excise tax provisioning; and

4.10.

Any additional expenses reasonably incurred by Ultimus in the performance of its duties and obligations under this Agreement.

Maintenance of Books and Records; Record Retention

5.1.

Ultimus shall maintain and keep current the accounts, books, records and other documents relating to the Services as may be required by applicable law, rules, and regulations, including Federal Securities Laws as defined under Rule 38a-1 under the Investment Company Act.

5.2.

Ownership of Records

Ultimus agrees that all such books, records, and other data (except computer programs and procedures) developed to perform the Services (collectively, “Client Records”) shall be the property of the Trust or Fund.

Ultimus agrees to provide the Client Records to the Trust or a Fund, at the expense of the Trust or Fund, upon reasonable request, and to make such books and records available for inspection by the Trust, a Fund, or its regulators at reasonable times.

Ultimus agrees to furnish to the Trust or a Fund, at the expense of the Trust or Fund, all Client Records in the electronic or other medium in which such material is then maintained by Ultimus as soon as practicable after any termination of this Agreement. Unless otherwise required by applicable law, rules, or regulations, Ultimus shall promptly turn over to the Trust or Fund or, upon the written request of the Trust or Fund, destroy the Client Records maintained by Ultimus pursuant to this Agreement. If Ultimus is required by applicable law, rule, or regulation to maintain any Client Records, it will provide the Trust or Fund with copies as soon as reasonably practical after the termination.

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5.3.

Ultimus agrees to keep confidential all Client Records, except when requested to divulge such information by duly constituted authorities or court process.

5.4.

If Ultimus is requested or required to divulge such information by duly constituted authorities or court process, Ultimus shall, unless prohibited by law, promptly notify the Trust or Fund of such request(s) so that the Trust or Fund may seek, at the expense of the Trust or Fund, an appropriate protective order.

Subcontracting

Ultimus may, at its expense and with the prior written approval of the Trust, subcontract with any entity or person concerning the provision of the Services; provided, however, that Ultimus shall not be relieved of any of its obligations under this Agreement by the appointment of such subcontractor, and that Ultimus shall be responsible, to the extent provided in Section 10, for all acts of a subcontractor. To the extent Ultimus desires to subcontract any of the provisions of the Services, Ultimus will inform the Trust in writing.

Effective Date

7.1.

This Agreement shall become effective as of the date first above written with respect to each Fund in existence on such date (or, if a particular Fund is not in existence on that date, on the date such Fund commences operation) (the “Agreement Effective Date”).

7.2.

Each Addendum shall become effective as of the date first written in the Addendum with respect to each Fund in existence on such date (or, if a particular Fund is not in existence on that date, on the date such Fund commences operation).

Term

8.1.

Initial Term. This Agreement shall continue in effect, unless earlier terminated by either party as provided under this Section 8, for a period of two (2) years from the date first above written (the “Initial Term”).

8.2.

Renewal Terms. Immediately following the Initial Term this Agreement shall automatically renew for successive one-year periods (a “Renewal Term”).

8.3.

Termination. A party may terminate this Agreement under the following circumstances.

Termination for Good Cause. During the Initial Term or a Renewal Term, a party (the “Terminating Party”) may only terminate the Agreement against the other party (the “Non-Terminating Party”) for good cause. For purposes of this Agreement, “good cause” shall mean:

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(1)

a material breach of this Agreement by the Non-Terminating Party that has not been cured or remedied within 30 days after the Non-Terminating Party receives written notice of such breach from the Terminating Party;

(2)

the Non-Terminating Party takes a position regarding compliance with Federal Securities Laws that the Terminating Party reasonably disagrees with, the Terminating Party provides 30 days’ prior written notice of such disagreement, and the parties fail to come to agreement on the position within the 30-day notice period;

(3)

a final and unappealable judicial, regulatory, or administrative ruling or order in which the Non-Terminating Party has been found guilty of criminal or unethical behavior in the conduct of its business;

(4)

the authorization or commencement of, or involvement by way of pleading, answer, consent, or acquiescence in, a voluntary or involuntary case under the Bankruptcy Code of the United States Code, as then in effect;

(5)

if the Board approves liquidation of a Fund, this Agreement may be terminated with respect to such Fund only, and such termination shall be deemed to be for “good cause”; provided that this Agreement remains in full force and effect with respect to all non-liquidating Funds; the only exception being if the liquidating Fund is the last or only Fund in the Trust, in which event this Agreement shall be terminated in its entirety upon liquidation of that sole remaining Fund and such termination shall be deemed to be for “good cause”.

Out-of-Scope Termination. If the Trust or Fund demands services that are beyond the scope of this Agreement and/or a Fund’s investment strategy, structure, holdings, or other aspects of a Fund’s operations deviate in any material respect from those Ultimus understood to exist during the initial due diligence and onboarding stage, such that Ultimus is (or will be) required to employ resources, whether in the form of additional man hours, investment or otherwise, beyond what was originally anticipated by Ultimus (collectively, the “Out-of-Scope Services”), and the parties cannot agree on appropriate terms relating to such Out-of-Scope Services, Ultimus may terminate this Agreement upon not less than 90 days’ prior written notice.

End-of-Term Termination. A party can terminate this Agreement at the end of the Initial Term or a Renewal Term by providing written notice of termination to the other party at least 90 days prior to the end of the Initial Term or then-current Renewal Term.

[RESERVED]

Final Payment. Any unpaid compensation or reimbursement of expenses is due to Ultimus within 15 calendar days of the termination date provided in the notice of termination.

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8.4.

No Waiver. Failure by either party to terminate this Agreement for a particular cause shall not constitute a waiver of its right to subsequently terminate this Agreement for the same or any other cause.

Additional Funds or Classes of Shares

In the event that the Trust establishes one or more series or classes of shares after the Agreement Effective Date, each such series or class of shares shall become, at the discretion of the Trust and Ultimus, a Fund or class of shares of a Fund (as applicable) under this Agreement and shall be added to Schedule A and the applicable Fee Letter(s) as appropriate.

10.

Standard of Care; Limits of Liability; Indemnification

10.1.

Standard of Care. Each party's duties are limited to those expressly set forth in this Agreement and the parties do not assume any implied duties. Each party shall use its best efforts in the performance of its duties and act in good faith in performing the Services or its obligations under this Agreement. Each party shall be liable for any damages, losses or costs arising out of such party’s failure to perform its duties under this Agreement to the extent such damages, losses or costs arise out of its willful misfeasance, bad faith, gross negligence in the performance of its duties, or reckless disregard of its obligations and duties hereunder.

10.2.

Limits of Liability

Ultimus shall not be liable for any Losses (as defined below) arising from the following:

(1)

performing Services or duties pursuant to any oral, written, or electric instruction, notice, request, record, order, document, report, resolution, certificate, consent, data, authorization, instrument, or item of any kind that Ultimus reasonably believes to be genuine and to have been signed, presented, or furnished by a duly authorized representative of the Trust or any Fund (other than an employee or other affiliated persons of Ultimus who may otherwise be named as an authorized representative of the Trust for certain purposes);

(2)

operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services;

(3)

using valuation information provided by the Trust’s approved third-party pricing service(s) or the investment adviser(s) to the Fund for the purpose of valuing a Fund’s portfolio holdings;

(4)

any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Ultimus’ reasonable control, including, without limitation, corrupt, faulty or inaccurate data provided to Ultimus by third-parties;

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(5)

any error, action or omission by the Trust or other past or current service provider; and

(6)

any failure to properly register any Fund’s shares in accordance with the Securities Act or any state blue sky laws, except for any failure arising from an error by Ultimus in connection with performing (or failing to perform) any services relating to such registration contemplated herein.

Ultimus may apply to the Trust at any time for instructions and may consult with counsel for the Trust or a Fund, counsel for the Trust’s independent Trustees, and with accountants and other experts with respect to any matter arising in connection with Ultimus' duties or the Services. Ultimus shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants, or other experts qualified to render such opinion.

A copy of the Trust’s Agreement and Declaration of Trust (the “Declaration of Trust”) is on file with the Secretary of State (or equivalent authority) of the state in which the Trust is organized, and notice is hereby given that this instrument is executed on behalf of the Trust and not the Trustees individually and that the obligations of this instrument are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and property of the Trust (or if the matter relates only to a particular Fund, that Fund), and Ultimus shall look only to the assets of the Trust (or the particular Fund, as applicable), for the satisfaction of such obligations.

Ultimus shall not be held to have notice of any change of authority of any officer, agent, representative or employee of the Trust or any Fund, the Trust’s or any Fund’s investment adviser or any of the Trust’s or Fund’s other service providers until receipt of written notice thereof from the Trust or Fund (as applicable). As used in this Agreement, the term “investment adviser” includes all sub-advisers or persons performing similar services.

The Board has and retains primary responsibility for oversight of all compliance matters relating to the Funds, including, but not limited to, compliance with the Investment Company Act, the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), the USA PATRIOT Act of 2001, the Sarbanes Oxley Act of 2002 and the policies and limitations of each Fund relating to the portfolio investments as set forth in the prospectus and statement of additional information. Ultimus’ monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance.

To the maximum extent permitted by law, the Trust agrees to limit Ultimus’ liability for the Trust’s Losses (as defined below) to an amount that shall not exceed the total compensation received by Ultimus under this Agreement during the most recent rolling 12-month period or the actual time period this Agreement has been in effect if less than 12 months. This limitation shall apply regardless of the cause of action or legal theory asserted.

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In no event shall Ultimus be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or Ultimus was advised of the possibility thereof. Ultimus shall not be liable for any corrupt, faulty or inaccurate data provided to Ultimus by any third-parties for use in delivering Ultimus’ Services to the Trust or a Fund and Ultimus shall have no duty to independently verify and confirm the accuracy of third-party data. The parties acknowledge that the other parts of this Agreement are premised upon the limitation stated in this section.

10.3.

Indemnification

Each party (the “Indemnifying Party”) agrees to indemnify, defend, and protect the other party, including its trustees, directors, managers, officers, employees, and other agents (collectively, the “Indemnitees” and each an “Indemnitee”), and shall hold the Indemnitees harmless from and against any actions, suits, claims, losses, damages, liabilities, and reasonable costs, charges, and expenses (including attorney fees and investigation expenses) (collectively, “Losses”) arising out of (1) the Indemnifying Party’s failure to exercise the standard of care set forth above unless such Losses were caused in part by the Indemnitees own willful misfeasance, bad faith or gross negligence; (2) any violation of Applicable Law (defined below) by the Indemnifying Party or its affiliated persons or agents relating to this Agreement and the activities thereunder; and (3) any material breach by the Indemnifying Party or its affiliated persons or agents of this Agreement.

Notwithstanding the foregoing provisions, the Trust or Fund shall indemnify Ultimus for Ultimus’ Losses arising from circumstances under Section 10.2.A.

Upon the assertion of a claim for which either party may be required to indemnify the other, the Indemnitee shall promptly notify the Indemnifying Party of such assertion, and shall keep the Indemnifying Party advised with respect to all developments concerning such claim. Notwithstanding the foregoing, the failure of the Indemnitee to timely notify the Indemnifying Party shall not relieve the Indemnifying Party of its indemnification obligations hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure.

The Indemnifying Party shall have the option to participate with the Indemnitee in the defense of such claim or to defend against said claim in its own name or in the name of the Indemnitee. The Indemnitee shall in no case confess any claim or make any compromise in any case in which the Indemnifying Party may be required to indemnify the Indemnitee except with the Indemnifying Party’s prior written consent.

10.4.

The provisions of this Section 10 shall survive termination of this Agreement.

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11.

Force Majeure.

Neither party will be liable for Losses, loss of data, delay of Services, or any other issues caused by events beyond its reasonable control, including, without limitation, delays by third party vendors and/or communications carriers, acts of civil or military authority, national emergencies, labor difficulties, fire, flood, catastrophe, acts of God, insurrection, war, riots, pandemics, failure of the mails, transportation, communication, or power supply.

12.

Representations and Warranties

12.1.

Joint Representations. Each party represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

(A)

It is a corporation, partnership, trust, or other entity duly organized and validly existing in good standing under the laws of the jurisdiction in which it is organized.

(B)

To the extent required by Applicable Law (defined below), it is duly registered with all appropriate regulatory agencies or self-regulatory organizations and such registration will remain in full force and effect for the duration of this Agreement.

(C)

For the duties and responsibilities under this Agreement, it is currently and will continue to abide by all applicable federal and state laws, including, without limitation, federal and state securities laws; regulations, rules, and interpretations of the SEC and its authorized regulatory agencies and organizations, including FINRA; and all other self-regulatory organizations governing the transactions contemplated under this Agreement (collectively, “Applicable Law”).

(D)

It has duly authorized the execution and delivery of this Agreement and the performance of the transactions, duties, and responsibilities contemplated by this Agreement.

(E)

This Agreement constitutes a legal obligation of the party, subject to bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting the rights and remedies of creditors and secured parties.

(F)

Whenever, in the course of performing its duties under this Agreement, it determines that a violation of Applicable Law has occurred, or that, to its knowledge, a possible violation of Applicable Law may have occurred, or with the passage of time could occur, it shall promptly notify the other party of such violation.

12.2. Representations of the Trust. The Trust represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

(A)

(1) as of the close of business on the Agreement Effective Date, each Fund that is then in existence has authorized unlimited shares, and (2) no shares of any Fund will be offered to the public until the Trust’s registration statement under the Securities Act of 1933, as amended (the “Securities Act”), and the Investment Company Act, has been declared or becomes effective and all required state securities law filings have been made.

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(B)

It shall cause the investment adviser(s) and sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for each Fund to cooperate with Ultimus and to provide it with such information, data, documents, and advice relating to the Fund as appropriate or requested by Ultimus, in order to enable Ultimus to perform its duties and obligations under this Agreement. To the extent the Trust, the Fund, the investment adviser(s) or any other service provider to the Fund is/are unable to supply Ultimus with all of the information necessary for Ultimus to perform the Services, Ultimus will not be able to fully perform the Services and will not be responsible for such failure.

(C)

The Trust’s Agreement and Declaration of Trust, Bylaws, registration statement and each Fund’s organizational documents, and prospectus are true and accurate and will remain true and accurate at all times during the term of this Agreement in conformance with applicable federal and state securities laws.

(D)

Each of the employees of Ultimus that serves or has served at any time as an officer of the Trust, including the CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by the Trust’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of the Trust’s Declaration of Trust and Bylaws regarding indemnification of its officers. The Trust shall provide Ultimus with proof of current coverage, including a copy of the Policy, and shall notify Ultimus immediately should the Policy be canceled or terminated.

(E)

Any officer of the Trust shall be considered an individual who is authorized to provide Ultimus with instructions and requests on behalf of the Trust (an “Authorized Person”) (unless such authority is limited in a writing from the Trust and received by Ultimus) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Ultimus the names of the Authorized Persons from time to time.

13.

Insurance

13.1.

Maintenance of Insurance Coverage. Each party agrees to maintain throughout the term of this Agreement professional liability insurance coverage of the type and amount reasonably customary in its industry. Upon request, a party shall furnish the other party with pertinent information concerning the professional liability insurance coverage that it maintains. Such information shall include the identity of the insurance carrier(s), coverage levels, and deductible amounts.

13.2.

Notice of Termination. A party shall promptly notify the other party should any of the notifying party’s insurance coverage be canceled or reduced. Such notification shall include the date of change and the reasons therefore.

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Ultimus Master Services Agreement

March 1, 2024

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14.

Information Provided by the Trust

14.1.

Prior to the Agreement Effective Date. Prior to the Agreement Effective Date, the Trust will furnish to Ultimus the following:

(A)

copies of the Declaration of Trust and of any amendments thereto, certified by the proper official of the state in which such document has been filed;

(B)

the Trust’s Bylaws and any amendments thereto;

(C)

certified copies of resolutions of the Board covering the approval of this Agreement, authorization of a specified officer of the Trust to execute and deliver this Agreement and authorization for specified officers of the Trust to instruct Ultimus thereunder;

(D)

a list of all the officers of the Trust, together with specimen signatures of those officers who are authorized to instruct Ultimus in all matters;

(E)

the Trust’s registration statement and all amendments thereto filed with the SEC pursuant to the Securities Act and the Investment Company Act;

(F)

the Trust’s notification of registration under the Investment Company Act on Form N-8A as filed with the SEC;

(G)

the Trust’s current prospectus and statement of additional information for each Fund;

(H)

an accurate, current list of shareholders of each existing series of the Trust, if applicable, showing each shareholder’s address of record, number of shares owned and whether such shares are represented by outstanding share certificates;

(I)

copies of the current plan of distribution adopted by the Trust under Rule 12b-1 under the Investment Company Act for each Fund, if applicable;

(J)

copies of the current investment advisory agreement and current investment sub-advisory agreement(s), if applicable, for each Fund;

(K)

copies of the current underwriting agreement for each Fund;

(L)

contact information for each Fund’s service providers, including, but not limited to, the Fund’s administrator, custodian, transfer agent, independent accountants, legal counsel, underwriter and chief compliance officer; and

(M)

a copy of procedures adopted by the Trust in accordance with Rule 38a-1 under the Investment Company Act.

14.2.

After the Agreement Effective Date. After the Agreement Effective Date, the Trust will furnish to Ultimus any amendments to the items listed in Section 14.1.

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March 1, 2024

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15.

Compliance with Law

The Trust assumes full responsibility for the preparation, contents, and distribution of each prospectus of a Fund and further agrees to comply with all applicable requirements of the Federal Securities Laws and any other laws, rules and regulations of governmental authorities having jurisdiction over the Trust or a Fund, including, but not limited to, the Internal Revenue Code, the USA PATRIOT Act of 2001, and the Sarbanes-Oxley Act of 2002, each as amended.

16.

Privacy and Confidentiality

16.1.

Definition of Confidential Information. The term “Confidential Information” shall mean all information that either party discloses (a “Disclosing Party”) to the other party (a “Receiving Party”), whether in writing, electronically, or orally and in any form (tangible or intangible), that is confidential, proprietary, or relates to clients or shareholders (each either existing or potential). Confidential Information includes, but is not limited to:

(A)

any information concerning technology, such as systems, source code, databases, hardware, software, programs, applications, engaging protocols, routines, models, displays, and manuals;

(B)

any unpublished information concerning research activities and plans, customers, clients, shareholders, strategies and plans, costs, operational techniques;

(C)

any unpublished financial information, including information concerning revenues, profits and profit margins, and costs or expenses; and

(D)

Customer Information (as defined below).

Confidential Information is deemed confidential and proprietary to the Disclosing Party regardless of whether such information was disclosed intentionally or unintentionally, or marked appropriately.

16.2.

Definition of Customer Information. Any Customer Information will remain the sole and exclusive property of the Trust. “Customer Information” shall mean all non-public, personally identifiable information as defined by Gramm-Leach-Bliley Act of 1999, as amended, and its implementing regulations (e.g., SEC Regulation S-P and Federal Reserve Board Regulation P) (collectively, the “GLB Act”).

16.3.

Treatment of Confidential Information

(A)

Each party agrees that at all times during and after the terms of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future.

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(B)

Without limiting the foregoing, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement.

(C)

Each party further agrees that:

(1)

The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement;

(2)

Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information;

(3)

Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and

(4)

The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information.

16.4.

Severability. This provision and the obligations under this Section 16 shall survive termination of this Agreement.

17.

Press Release

Within the first 60 days following the Agreement Effective Date, the Trust agrees to review in good faith a press release (in any format or medium) announcing the Agreement with Ultimus; provided that Ultimus must obtain the Trust’s written consent prior to publication of such release, which consent shall not be unreasonably denied by the Trust.

18.

Non-Exclusivity

The services of Ultimus rendered to the Trust are not deemed to be exclusive. Except to the extent necessary to perform Ultimus’ obligations under this Agreement, nothing herein shall be deemed to limit or restrict Ultimus’ right, or the right of any of Ultimus’ managers, officers or employees who also may be a trustee, officer or employee of the Trust, or persons who are otherwise affiliated persons of the Trust to engage in any other business or to devote time and attention to the management or other aspects of any other business, whether of a similar or dissimilar nature, or to render services of any kind to any other person.

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March 1, 2024

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19.

Arbitration

Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in Cincinnati, Ohio, according to the Commercial Arbitration Rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

This arbitration provision shall be enforced and interpreted exclusively in accordance with applicable federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys’ fees and costs incurred in connection with the enforcement of this Agreement.

20.

Notices

Any notice provided under this Agreement shall be sufficiently given when either delivered personally by hand or received by electronic mail overnight delivery, or certified mail at the following address.

20.1.

If to the Trust:

The Timothy Plan

Attn: Arthur D. Ally

1055 Maitland Center Commons

Maitland, FL 32751

Email:

With a copy to:

David C. Mahaffey, Esq.

1666 K Street, NW

Washington, DC 20006

Email:

20.2.

If to Ultimus:

Ultimus Fund Solutions, LLC

Attn: General Counsel

4221 North 203^rd Street, Suite 100

Elkhorn, NE 68022

Email: legal@ultimusfundsolutions.com

21.

General Provisions

21.1.

Incorporation by Reference. This Agreement and its addendums, schedules, exhibits, and other documents incorporated by reference express the entire understanding of the parties and supersede any other agreement between them relating to the Services.

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21.2.

Conflicts. In the event of any conflict between this Agreement and any Appendices or Addendum thereto, this Agreement shall control.

21.3.

Amendments. The parties may only amend or waive all or part of this Agreement by written amendment or waiver signed by both parties.

21.4.

Assignments.

(A)

Except as provided in this Section 21.4, this Agreement and the rights and duties hereunder shall not be assignable by either of the parties except by the specific written consent of the non-assigning party.

(B)

The terms and provisions of this Agreement shall become automatically applicable to any investment company that is the successor to the Trust because of reorganization, recapitalization, or change of domicile.

(C)

Unless this Agreement is terminated in accordance with Section 8 of this Agreement, Ultimus may, to the extent permitted by law and in its sole discretion, assign all its rights and interests in this Agreement to an affiliate, parent, subsidiary or to the purchaser of substantially all of its business, provided that Ultimus provides the Trust at least 90 days’ prior written notice.

(D)

This Agreement shall be binding upon, and shall inure to the benefit of, the parties and their respective successors and permitted assigns.

21.5.

Governing Law. This Agreement shall be construed in accordance with the laws of the state of Ohio and the applicable provisions of the Investment Company Act. To the extent that the applicable laws of the state of Ohio, or any of the provisions herein, conflict with the applicable provisions of the Investment Company Act, the latter shall control.

21.6.

Headings. Section and paragraph headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.

21.7.

Multiple Counterparts. This Agreement may be executed in two or more counterparts, each of which when executed shall be deemed to be an original, but such counterparts shall together constitute but one and the same instrument. A signed copy of this Agreement delivered by email or other means of electronic transmission will be deemed to have the same legal effect as delivery of an original, signed copy of this Agreement.

21.8.

Severability. If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected by such determination, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provisions held to be illegal or invalid.

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Ultimus Master Services Agreement

March 1, 2024

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Signatures are located on the next page.

The Timothy Plan

Ultimus Master Services Agreement

March 1, 2024

Page 16 of 16

FORM OF

The parties duly executed this Agreement as of March 1, 2024.

	The Timothy Plan		Ultimus Fund Solutions, LLC

By:		By:
Name:	Arthur D. Ally	Name:	Gary Tenkman
Title:	President	Title:	Chief Executive Officer

The Timothy Plan

Ultimus Master Services Agreement

March 1, 2024

Page 17 of 16

FORM OF

SCHEDULE A

to the

Master Services Agreement

between

The Timothy Plan

and

Ultimus Fund Solutions, LLC

dated March 1, 2024

Fund Portfolio(s)

Timothy Plan Small Mid Cap Growth Fund

Timothy Plan International Fund

Timothy Plan Large/Mid Cap Growth Fund

Timothy Plan Small Cap Value Fund

Timothy Plan Large/Mid Cap Value Fund

Timothy Plan Fixed Income Fund

Timothy Plan High Yield Bond Fund

Timothy Plan Defensive Strategies Fund

Timothy Plan Strategic Growth Fund

Timothy Plan Conservative Growth Fund

Timothy Plan Israel Common Values Fund

Timothy Plan Growth & Income Fund

FORM OF

Fund Accounting Addendum

for

The Timothy Plan

This Fund Accounting Addendum, dated March 1, 2024, is between The Timothy Plan (the “Trust”), on its own behalf and on behalf of the Funds listed on Schedule A to that certain Master Services Agreement dated March 1, 2024, and Ultimus Fund Solutions, LLC (“Ultimus”). Capitalized terms used but not defined herein shall have the meanings set forth in the Master Services Agreement.

Fund Accounting Services

Performance of Daily Accounting Services

Ultimus shall perform the following accounting services daily for each Fund, each in accordance with the Fund’s prospectus and statement of additional information:

1.1.

calculate the net asset value per share utilizing prices obtained from the sources described in subsection 1.2 below;

1.2.

obtain security prices from independent pricing services, or if such quotes are unavailable, then obtain such prices from each Fund’s investment adviser or its designee, per the valuation policy approved by the Board;

1.3.

verify and reconcile with the Funds’ custodian cash and all daily activity;

1.4.

compute, as appropriate, each Fund’s net income and realized capital gains, dividend payables, dividend factors, and weighted average portfolio maturity;

1.5.

review daily the net asset value calculation and dividend factor (if any) for each Fund prior to release to shareholders, check and confirm the net asset values and dividend factors for reasonableness and deviations, and distribute net asset values and/or yields to NASDAQ and such other entities as directed by the Fund;

1.6.

determine unrealized appreciation and depreciation on securities held by the Funds;

1.7.

accrue income of each Fund;

1.8.

amortize premiums and accrete discounts on securities purchased at a price other than face value, if requested by the Trust;

1.9.

update fund accounting system to reflect rate changes, as received/obtained by Ultimus, on variable interest rate instruments;

1.10.

record investment trades received in proper form from each Fund or its authorized agents on the industry standard T+1 basis;

1.11.

calculate Fund expenses based on instructions from each Fund’s administrator;

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1.12.

accrue expenses of each Fund;

1.13.

determine the outstanding receivables and payables for all (1) security trades, (2) Fund share transactions and (3) income and expense accounts;

1.14.

provide accounting reports in connection with each Fund’s regular annual audit and other audits and examinations by regulatory agencies;

1.15.

provide such periodic reports as agreed to by the parties;

1.16.

prepare and maintain the following records upon receipt of information in proper form from each Fund or its authorized agents: (1) cash receipts journal; (2) cash disbursements journal; (3) dividend record; (4) purchase and sales-portfolio securities journals; (5) subscription and redemption journals; (6) security ledgers; (7) broker ledger; (8) general ledger; (9) daily expense accruals; (10) daily income accruals, (11) securities and monies borrowed or loaned and collateral therefore; (12) foreign currency journals; and (13) trial balances;

1.17.

provide information typically supplied in the investment company industry to companies that track or report price, performance or other information with respect to investment companies;

1.18.

provide accounting information to each Fund’s independent registered public accounting firm for preparation of the Fund’s tax returns; and

1.19.

cooperate with, and take all reasonable actions in the performance of its duties under this Agreement, so that all necessary information is made available to each Fund’s independent public accountants in connection with any audit or the preparation of any report requested by the Fund.

Accounting Services Related to Odd Lot Pricing

If, in addition to those services described under Section 1 [Performance of Daily Accounting Services] of this Fund Accounting Addendum, the Trust or a Fund’s investment adviser informs Ultimus that one or more Fund(s) holds or will hold any security in a quantity constituting an odd lot (as opposed to a round lot), Ultimus will undertake to perform such additional procedures as are determined necessary by the Board to price such security, including, if applicable, the application of a discount to the pricing obtained from any independent pricing service(s); provided, however, that any such additional procedures to be performed in connection with securities held in quantities constituting an odd lot, are clearly delineated in a written odd lot pricing methodology and procedure approved by the Board; it being further understood and agreed by the parties hereto that Ultimus shall be compensated in the form of an odd lot pricing fee for performing such additional procedures, and, notwithstanding anything in the Agreement to the contrary, including, without limitation, any duty of care or indemnification obligation that Ultimus might otherwise owe to the Trust or any Fund, Ultimus will not be liable for any NAV error that may arise out of any incorrect, incomplete, or missing data provided to Ultimus by the Fund’s investment adviser or any sub-adviser to the Fund as part of any odd lot pricing procedures approved by the Board, and the Trust hereby agrees to indemnify Ultimus for and hold Ultimus harmless from any such liability.

The Timothy Plan

Fund Accounting Addendum

Page 2 of 4

FORM OF

Derivatives Risk Management Program Support Services

Ultimus may, at the election of the Trust, provide certain of the Funds with the Derivatives Risk Management Program Support Services described below, in accordance with Rule 18f-4 under the Investment Company Act (“Rule 18f-4”):

Manage derivatives-specific data, update security master files, and load each Fund’s portfolio composition and derivatives-specific data into Confluence software;

Deliver daily derivatives exposure and value-at-risk (“VaR”) reports generated by the Confluence software to each Fund’s investment adviser (“Adviser”) and the Trust’s Chief Compliance Officer and make available reporting for weekly stress testing and back-testing calculations performed by the Confluence software;

Provide Adviser access to the Confluence software in order that Adviser may calculate derivatives exposure for each Fund it advises and make other derivatives risk management calculations as required by Rule 18f-4 (e.g., daily VaR calculations, weekly back-testing, and weekly stress-testing);

Provide Adviser a board reporting template; and

Provide the Board access to an independent derivatives expert (a “Derivatives Expert”) capable of supporting the Board’s efforts in effecting compliance oversight as required by Rule 18f-4 and the Trust’s related Derivatives Risk Management Program.

Alternatively, the Trust may elect to forego receipt of the Derivatives Risk Management Program Support Services and instead deliver (or cause to be delivered) to Ultimus derivatives data required to be reported monthly on Form N-PORT, in which case Ultimus’ services (the “18f-4/N-PORT Support Services”) will be limited to taking receipt of that derivatives data, manually loading that data into its reporting system, and reporting the required derivatives information on Form N-PORT monthly.

The Board has and retains primary responsibility for oversight of all compliance matters relating to the Funds, including, but not limited to, compliance with the Investment Company Act and Rule 18f-4. The Adviser has and retains primary responsibility for identifying derivative securities. Ultimus’ provision of Derivatives Risk Management Program Support Services or 18f-4/N-PORT Support Services hereunder shall not relieve the Board or the Adviser of the aforementioned responsibilities.

Special Reports and Services

4.1.

Ultimus may provide additional special reports upon the request of the Trust or a Fund’s investment adviser, which may result in an additional charge, the amount of which shall be agreed upon by the parties prior to the reports being made available.

4.2.

Ultimus may provide such other similar services with respect to a Fund as may be reasonably requested by the Trust, which may result in an additional charge, the amount of which shall be agreed upon between the parties prior to such services being provided.

Signatures are located on the next page.

The Timothy Plan

Fund Accounting Addendum

Page 3 of 4

FORM OF

The parties duly executed this Fund Accounting Addendum as of March 1, 2024.

	The Timothy Plan on its own behalf and on behalf of the Funds		Ultimus Fund Solutions, LLC
By:		By:
Name:	Arthur D. Ally	Name:	Gary Tenkman
Title:	President	Title:	Chief Executive Officer

The Timothy Plan

Fund Accounting Addendum

Page 4 of 4

FORM OF

Fund Accounting Fee Letter

for

the Funds listed on Schedule A

each a series of

The Timothy Plan

This Fund Accounting Fee Letter (this “Fee Letter”) applies to the Services provided by Ultimus Fund Solutions, LLC (“Ultimus”) to The Timothy Plan (the “Trust”) for the Funds listed on Schedule A (individually referred to herein as a “Fund” and collectively as the “Funds”) pursuant to that certain Master Services Agreement dated March 1, 2024, and the Fund Accounting Addendum dated March 1, 2024 (the “Agreement”). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

Fees

For the Fund Accounting Services provided under the Fund Accounting Addendum, Ultimus shall be entitled to receive a fee and reimbursable expenses from the Trust, the Funds, or the Adviser (as hereinafter defined) on the first business day following the end of each month, or at such time(s) as Ultimus shall request and the parties hereto shall agree, which fee is included in the Fund Administration Fees, plus itemized fees as follows:

1.1.

Multi-Manager: [REDACTED]

1.2.

Derivatives Risk Management Program Support Services; 18f-4/N-PORT Support Services: [REDACTED]

1.3.

Reporting Modernization fee: Each Fund shall pay a monthly reporting modernization fee for third-party data and technology and personnel costs associated with N-PORT and N-CEN filings. Current annual charges are as follows, but are subject to change from time-to-time upon written notice from Ultimus:

[REDACTED]

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Fund Accounting Fee Letter

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FORM OF

1.4.

Price Quotes: The charges for securities/commodity price quotes are determined by Ultimus’ cost of obtaining such quotes and, therefore, are subject to change. Current charges (presented as per security/per day unless otherwise noted) are as follows:

[REDACTED]

1.5.

Wholly owned subsidiary fee: [REDACTED]

1.6.

Special Reports/Programming Charge: [REDACTED]

1.7.

Event Processing Charge: [REDACTED]

1.8.

[REDACTED]

Monthly Per Trade and T+0 Processing Fees

[REDACTED]

Term

3.1.

Initial Term. This Fee Letter shall continue in effect, unless earlier terminated under Section 3.3 below, until the expiration of the Master Services Agreement’s Initial Term (the “Initial Term”).

3.2.

Renewal Terms. Immediately following the Initial Term, this Fee Letter shall automatically renew for successive one-year periods (each a “Renewal Term”) unless Ultimus, the Trust, or the Adviser gives written notice of termination at least 90 days prior to the end of the Initial Term or the then-current Renewal Term.

3.3.

Termination. Ultimus or the Trust may terminate the Agreement entirely or on behalf of a Fund as set forth in the Agreement. Any such termination shall be treated as a termination of this Fee Letter with respect to each Fund as to which the termination applies, in which case the subject Fund(s) or the Adviser shall be responsible for payment of any amounts required to be paid under the Agreement, including, without limitation, any applicable Early Termination Fee, any reimbursements for cash disbursements made by Ultimus and any fee for deconversion or liquidation services.

3.4.

[RESERVED]

3.5.

Deconversion. Ultimus will cooperate with any reasonable request of the Trust to effect a prompt transition to a new service provider selected by the Trust. In consideration for which, Ultimus shall be entitled to collect from the Trust or the Adviser the amount of all of Ultimus’ direct costs (including reasonable Ultimus labor and other miscellaneous costs) incurred in effecting such transition.

3.6

Liquidation. In the event any Fund is liquidated, Ultimus shall be entitled to collect from the Trust or the Adviser the amount of all of Ultimus’ direct costs incurred in effecting such liquidation and a reasonable fee (including reasonable Ultimus labor and other miscellaneous costs) for fund accounting liquidation services.

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Fund Accounting Fee Letter

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Reimbursable Expenses

[REDACTED]

Fee Increases

[REDACTED]

Amendment

The parties may only amend this Fee Letter by written amendment signed by all the parties.

Signatures are located on the next page.

The Timothy Plan

Fund Accounting Fee Letter

Page 3 of 5

FORM OF

The parties duly executed this Fund Accounting Fee Letter dated March 1, 2024.

	The Timothy Plan on its own behalf and on behalf of the Funds		Ultimus Fund Solutions, LLC
By:		By:
Name:	Arthur D. Ally	Name:	Gary Tenkman
Title:	President	Title:	Chief Executive Officer

The undersigned investment adviser (the “Adviser”) hereby acknowledges and agrees to the terms of the Agreement.

	Timothy Partners, Ltd.

By:
Name:	Arthur D. Ally
Title:	President

The Timothy Plan

Fund Accounting Fee Letter

Page 4 of 5

FORM OF

Fund Administration Addendum

for

The Timothy Plan

This Fund Administration Addendum, dated March 1, 2024, is between The Timothy Plan (the “Trust”), on its own behalf and on behalf of the Funds listed in Schedule A to that certain Master Services Agreement dated March 1, 2024, and Ultimus Fund Solutions, LLC (“Ultimus”). Capitalized terms used but not defined herein shall have the meanings set forth in the Master Services Agreement.

With respect to each Fund electing Fund Administration Services, Ultimus shall provide the following services subject to, and in compliance with the objectives, policies and limitations set forth in the Trust’s Registration Statement, the Trust’s organizational documents, bylaws, applicable laws and regulations, and resolutions and policies established by the Trust’s Board:

Monitor the performance of administrative and professional services rendered to the Trust by others, including its custodian, transfer agent, fund accountant and dividend disbursing agent as well as legal, auditing, shareholder servicing and other services performed for the Trust;

Upon request, assist each Fund in the evaluation and selection of other service providers, such as independent public accountants, printers, EDGAR providers and proxy solicitors (such parties may be affiliates of Ultimus);

Prepare and maintain the Trust's operating expense budget to determine proper expense accruals to be charged to each Fund in order to calculate its daily net asset value;

Prepare, or cause to be prepared, expense and financial reports, including Fund budgets, expense reports, pro-forma financial statements, expense and profit/loss projections and fee waiver/expense reimbursement projections on a periodic basis;

Prepare authorization for the payment of Trust expenses and pay, from Trust assets, all bills of the Trust;

Determine income and capital gains available for distribution and calculate distributions required to meet regulatory, income, and excise tax requirements, to be reviewed by the Trust's independent public accountants;

Monitor the calculation of performance data for dissemination to information services covering the investment company industry, for sales literature of the Trust and other appropriate purposes;

Provide information typically supplied in the investment company industry to companies that track or report price, performance or other information with respect to investment companies;

Prepare and coordinate the printing of semi-annual and annual financial statements;

10.

Coordinate the Trust's audits and examinations by:

assisting each Fund’s independent public accountants, or, upon approval of the Trust, any regulatory body, in any requested review of a Fund’s accounts and records;

providing appropriate financial schedules (as requested by a Fund’s independent public accountants or SEC examiners); and

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Fund Administration Addendum

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providing office facilities as may be required.

11.

Determine, after consultation with legal counsel for the Trust and the Fund’s investment adviser, the jurisdictions in which Shares of the Trust shall be registered or qualified for sale; facilitate, register, or prepare applicable notice or other filings with respect to, the Shares with the various state and territories of the United States and other securities commissions, provided that all fees for the registration of Shares or for qualifying or continuing the qualification of the Trust shall be paid by the Trust;

12.

In consultation with legal counsel to the Trust, the investment adviser, officers of the Trust and other relevant parties, prepare and disseminate materials for meetings of the Board, including agendas and selected financial information as agreed upon by the Trust and Ultimus from time to time; attend and participate in Board meetings to the extent requested by the Board; and prepare or cause to be prepared minutes of the meetings of the Board;

13.

In consultation with legal counsel for the Trust, assist in and monitor the preparation, filing, printing and where applicable, dissemination to shareholders of the following:

amendments to the Trust’s Registration Statement on Form N-1A;

periodic reports to the Trustees, shareholders and the SEC, including but not limited to annual reports and semi-annual reports;

notices pursuant to Rule 24f-2 (as applicable); and

reports to the SEC on Forms N-CEN, N-CSR, N-PORT, and N-PX (as applicable).

14.

Provide the Fund(s), with an end-to-end solution to prepare and transmit annual and semi-annual shareholder reports designed to be compliant with the SEC’s tailored shareholder reporting requirements (the “Tailored Shareholder Report Services”). Funds will be provided tailored shareholder report (“TSR”) templates to choose from. A Fund may, upon written notification to Ultimus, opt out of the Tailored Shareholder Report Services, in which event, Ultimus will extract from Ultimus’ systems the data required to prepare a TSR and deliver that data in an electronic format to the Fund or its designee (the “Data Extract Only Services”).

15.

Monitor sales of Shares and ensure that the Shares are properly and duly registered with the SEC;

16.

Review the Trust's federal, state, and local tax returns as prepared and signed by the Trust's independent public accountants; and

17.

Monitor Fund holdings and operations for post-trade compliance with the Prospectus and Statement of Additional Information, SEC statutes, rules, regulations and policies and pursuant to advice from the Fund’s independent public accountants and Trust counsel, monitor Fund holdings for compliance with IRS taxation limitations and restrictions and applicable Federal Accounting Standards Board rules, statements and interpretations; provide periodic compliance reports to each investment adviser or sub-adviser to the Trust, and assist the Trust, the Adviser and each sub-adviser to the Trust (collectively referred to as “Advisers”) in preparation of periodic compliance reports to the Trust, as applicable. Because such post-trade compliance testing is performed using fund accounting data and data provided by third-party sources, including, without limitation the Adviser, its accuracy is dependent upon the accuracy of such data, and the Trust agrees and acknowledges that Ultimus is not liable for the accuracy or inaccuracy of such data. The Trust further agrees and acknowledges that the post-trade compliance testing performed by Ultimus shall not relieve the Trust or the Adviser of their responsibilities with respect to fund portfolio compliance, including on a pre-trade basis, and that Ultimus shall not be held liable for any act or omission of the Trust or the Adviser with respect to fund portfolio compliance. Moreover, and notwithstanding the foregoing, Ultimus’ ability and therefor its obligation to perform post-trade compliance testing shall be wholly-dependent upon its timely receipt from third-party sources, including as applicable the Adviser, of all data necessary in Ultimus’ sole determination to properly perform such post-trade compliance testing, and, should Ultimus determine it to be necessary, the Adviser shall be required to arrange for Ultimus to have secure look-through access to private fund holdings.

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Fund Administration Addendum

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18.

Provide individuals reasonably acceptable to the Board to serve as officers of the Fund, including, without limitation, individuals to serve as assistant treasurer and secretary, who will be responsible for the management of certain of the Fund’s affairs as determined and under supervision by the Board; depending on the nature and scope of any such officer appointment, Ultimus may be entitled to an additional fee (as set forth in the Fund Administration Fee Letter).

Special Reports and Services

Ultimus may provide such other similar services with respect to a Fund as may be reasonably requested by the Trust, such as assistance with information statements, Proxy Statements or Form N-14, which may result in an additional charge, the amount of which shall be agreed upon between the parties prior to such services being provided.

Additional Regulatory Services

Ultimus may provide other regulatory services not specifically listed herein upon such terms and for such fees as the parties hereto agree. Such other regulatory services may include, without limitation, (i) the drafting of initial registration statements and amendments thereto pursuant to Rule 485(a) under the Securities Act of 1933, (ii) the drafting of proxy statements and related materials in connection with the Trust’s shareholder meetings, and (iii) the preparation of materials for, attendance at, and drafting of minutes for organizational and special Board meetings.

Tax Matters

Ultimus does not provide tax advice. Nothing in the Master Services Agreement or this Fund Administration Addendum shall be construed or have the effect of rendering tax advice. It is important that the Trust or a Fund consult a professional tax advisor regarding its individual tax situation.

Legal Representation

Notwithstanding any provision of the Master Services Agreement or this Fund Administration Addendum to the contrary, Ultimus will not provide legal representation to the Trust or any Fund, including through the use of attorneys that are employees of, or contractually engaged by, Ultimus. The Trust acknowledges that in-house Ultimus attorneys exclusively represent Ultimus and will rely on outside counsel retained by the Trust to review all services provided by in-house Ultimus attorneys and to provide independent judgment on the Trust’s behalf. The Trust acknowledges that because no attorney-client relationship exists between in-house Ultimus attorneys and the Trust, any information provided to Ultimus attorneys will not be privileged and may be subject to compulsory disclosure under certain circumstances. Ultimus represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis.

The Timothy Plan

Fund Administration Addendum

Page 3 of 5

FORM OF

Signatures are located on the next page.

The Timothy Plan

Fund Administration Addendum

Page 4 of 5

FORM OF

The parties duly executed this Fund Administration Addendum as of March 1, 2024.

	The Timothy Plan on its own behalf and on behalf of the Funds		Ultimus Fund Solutions, LLC
By:		By:
Name:	Arthur D. Ally	Name:	Gary Tenkman
Title:	President	Title:	Chief Executive Officer

The Timothy Plan

Fund Administration Addendum

Page 5 of 5

FORM OF

Fund Administration Fee Letter

for

the Funds listed on Schedule A

each a series of

The Timothy Plan

This Fund Administration Fee Letter (this “Fee Letter”) applies to the Services provided by Ultimus Fund Solutions, LLC (“Ultimus”) to The Timothy Plan (the “Trust”) for the Funds listed on Schedule A (individually referred to herein as a “Fund” and collectively as the “Funds”) pursuant to that certain Master Services Agreement dated March 1, 2024, and the Fund Administration Addendum dated March 1, 2024 (the “Agreement”). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

Fees

1.1.

For the Fund Administration Services provided under the Fund Administration Addendum, Ultimus shall be entitled to receive a fee and reimbursable expenses from the Trust, the Funds, or the Adviser (as hereinafter defined) on the first business day following the end of each month, or at such time(s) as Ultimus shall request and the parties hereto shall agree, computed with respect to the Funds as follows:

[REDACTED]

The fee will be calculated based on the aggregate net assets of the Funds and distributed to the Funds on a pro rata basis or other Board approved methodology.

1.2.

Implementation Fee. [REDACTED]

1.3.

Tailored Shareholder Report Services Fee and Charges or Data Extract Only Services Fee and Charges:

[REDACTED]

1.4.

State Registration (Blue Sky) Fees:

[REDACTED]

1.5.

Tax Provisioning/ASC 740 Compliance fee. [REDACTED]

1.6.

Special Reports/Programming Charge. [REDACTED]

1.7.

Event Processing Charge. [REDACTED]

1.8.

Meeting Attendance Fee. [REDACTED]

1.9.

[REDACTED]

The Timothy Plan

Fund Accounting Fee Letter

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FORM OF

Reimbursable Expenses

[REDACTED]

Term

3.1.

3.2.

3.3.

3.4.

[RESERVED]

3.5.

3.6.

Amendment

The parties may only amend this Fee Letter by written amendment signed by all the parties.

Signatures are located on the next page.

The Timothy Plan

Fund Accounting Fee Letter

Page 2 of 3

FORM OF

The parties duly executed this Fund Administration Fee Letter dated March 1, 2024.

	The Timothy Plan on its own behalf and on behalf of the Funds		Ultimus Fund Solutions, LLC
By:		By:
Name:	Arthur D. Ally	Name:	Gary Tenkman
Title:	President	Title:	Chief Executive Officer

The undersigned investment adviser (the “Adviser”) hereby acknowledges and agrees to the terms of the Agreement.

	Timothy Partners, Ltd.
By:
Name:	Arthur D. Ally
Title:	President

The Timothy Plan

Fund Accounting Fee Letter

Page 3 of 3

FORM OF

Transfer Agent and Shareholder Services Addendum

for

The Timothy Plan

This Transfer Agent and Shareholder Services Addendum, dated March 1, 2024, is between The Timothy Plan (the “Trust”), on its own behalf and on behalf of the Funds listed on Schedule A to that certain Master Services Agreement, dated March 1, 2024, and Ultimus Fund Solutions, LLC (“Ultimus”). Capitalized terms used but not defined herein shall have the meanings set forth in the Master Services Agreement.

Transfer Agent and Shareholder Services

Shareholder Transactions

Ultimus shall provide the Trust with shareholder transaction services, including:

1.1.

process shareholder purchase, redemption, exchange, and transfer orders in accordance with conditions set forth in the applicable Fund’s prospectus(es) applying all applicable redemption or other miscellaneous fees;

1.2.

set up of account information, including address, account designations, dividend and capital gains options, taxpayer identification numbers, banking instructions, automatic investment plans, systematic withdrawal plans and cost basis disposition method,

1.3.

assist shareholders making changes to their account information included in 1.2;

1.4.

issue trade confirmations in compliance with Rule 10b-10 under the Securities Exchange Act of 1934, as amended (the “1934 Act”);

1.5.

issue quarterly statements for shareholders, interested parties, broker firms, branch offices and registered representatives;

1.6.

act as a service agent and process income dividend and capital gains distributions, including the purchase of new shares, through dividend reimbursement and appropriate application of backup withholding, non-resident alien withholding and Foreign Account Tax Compliance Act (“FATCA”) withholding;

1.7.

record the issuance of shares and maintain pursuant to Rule 17Ad-10(e) of the 1934 Act a record of the total number of shares of each Fund which are authorized, based upon data provided to it by the Trust, and issued and outstanding;

1.8.

perform such services as are required to comply with Rules 17a-24 and 17Ad-17 of the 1934 Act (the “Lost Shareholder Rules”);

1.9.

provide cost basis reporting to shareholders on covered shares (shares purchased after 1/1/2012), as required;

The Timothy Plan

Transfer Agent and Shareholder Services Addendum

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FORM OF

1.10.

withholding taxes on non-resident alien accounts, pension accounts and in accordance with state requirements;

1.11.

produce, print, mail and file U.S. Treasury Department Forms 1099 and other appropriate forms required by federal authorities with respect to distributions for shareholders;

1.12.

administer and perform all other customary services of a transfer agent, including, but not limited to, answering routine customer inquiries regarding shares; and

1.13.

process all standing instruction orders (Automatic Investment Plans (“AIPs”) and Systematic Withdrawal Plan (“SWPs”)) including the debit of shareholder bank information for automatic purchases.

Shareholder Information Services

Ultimus shall provide the Trust with shareholder information services, including:

2.1.

make information available to shareholder servicing unit and other remote access units regarding trade date, share price, current holdings, yields, and dividend information;

2.2.

produce detailed history of transactions through duplicate or special order statements upon request;

2.3.

provide mailing labels for distribution of financial reports, prospectuses, proxy statements or marketing material to current shareholders; and

2.4.

respond as appropriate to all inquiries and communications from shareholders relating to shareholder accounts.

Compliance Reporting

3.1.

AML Reporting. Ultimus agrees to provide anti-money laundering services to the Trust’s direct shareholders and to operate the Trust’s customer identification program for these shareholders, in each case in accordance with the written procedures developed by Ultimus and adopted or approved by the Board and with applicable law and regulations.

3.2.

Regulatory Reporting. Ultimus agrees to provide reports to the federal and applicable state authorities, including the SEC, and to the Funds’ auditors. Applicable state authorities are those governmental agencies located in states in which the Fund is registered to sell shares.

3.3.

IRS Reporting. Ultimus will prepare and distribute appropriate Internal Revenue Service (“IRS”) forms for shareholder income and capital gains (including the calculation of qualified income), sale of fund shares, distributions from retirement accounts and education savings accounts, fair market value reporting on IRAs, contributions, rollovers and conversions to IRAs and education savings accounts and required minimum distribution notifications and issue tax withholding reports to the IRS.

The Timothy Plan

Transfer Agent and Shareholder Services Addendum

Page 2 of 5

FORM OF

3.4.

Pay-to-Play Reports. Ultimus will provide quarterly reporting for Fund accounts subject to pay-to-play rules.

Dealer/Load Processing

For each Fund with a share class that charges a sales load (either front-end or back-end), Ultimus will:

4.1.

provide reports for tracking rights of accumulation and purchases made under a letter of intent;

4.2.

account for separation of shareholder investments from transaction sale charges for purchase of Fund shares;

4.3.

calculate fees due under Rule 12b-1 plans for distribution and marketing expenses;

4.4.

track sales and commission statistics by dealer and provide for payment of commissions on direct shareholder purchases; and

4.5.

applying appropriate Front End Sales Load (“FESL”) breakpoint and Contingent Deferred Sales Charges (“CDSCs”) automatically during trade processing.

Shareholder Account Maintenance

For each direct shareholder account, Ultimus agrees to perform the following services:

5.1.

maintain all shareholder records for each account in each Fund;

5.2.

as dividend disbursing agent, on or before the payment date of any dividend or distribution, notify the Fund’s custodian of the estimated amount of cash required to pay such dividend or distribution; prepare and distribute to shareholders any funds to which they are entitled by reason of any dividend or distribution and in the case of shareholders entitled to receive additional shares of the Fund by reason of any such dividend or distribution, make appropriate credit to their respective accounts and prepare and mail to such shareholders a confirmation statement with respect to such shares;

5.3.

issue customer statements on a scheduled cycle, and provide duplicate second and third-party copies if required;

5.4.

record shareholder account information changes; and

5.5.

maintain account documentation files for each shareholder.

uTRANSACT Web Services

6.1.

Provide and maintain an internet portal for shareholders and registered investment advisers to access and perform various online capabilities on their investment accounts with the Funds.

PLAID

7.1.

Provide online bank account verification services using third-party PLAID technology.

The Timothy Plan

Transfer Agent and Shareholder Services Addendum

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FORM OF

Other Services

8.1.

Ultimus shall perform other services for the Trust that are mutually agreed upon in a writing signed by the parties for mutually agreed fees, if any, and all reimbursable expenses incurred by Ultimus; provided, however that the Trust may retain third parties to perform such other services. These services may include performing internal audit examination; mailing the annual reports of the Funds; preparing an annual list of shareholders; and mailing notices of shareholders’ meetings, proxies, and proxy statements.

National Securities Clearing Corporation Processing

Ultimus will:

9.1.

process accounts through Networking and the purchase, redemption, transfer and exchange of shares in such accounts through Fund/SERV (Networking and Fund/SERV being programs operated by the National Securities Clearing Corporation (the “NSCC”) on behalf of NSCC’s participants, including the Trust), in accordance with, instructions transmitted to and received by Ultimus by transmission from NSCC on behalf of broker-dealers and banks which have been established by, or in accordance with the instructions of authorized persons, as hereinafter defined on the dealer file maintained by Ultimus;

9.2.

issue instructions to each Fund’s custodian for the settlement of transactions between the Fund and NSCC (acting on behalf of its broker-dealer and bank participants);

9.3.

provide account and transaction information from the affected Trust’s records on an appropriate computer system in accordance with NSCC’s Networking and Fund/SERV rules for those broker-dealers; and

9.4.

maintain shareholder accounts through Networking.

10.

Tax Matters

Ultimus does not provide tax advice. Nothing in the Master Services Agreement or this Transfer Agent and Shareholder Services Addendum shall be construed or have the effect of rendering tax advice. It is important that the Trust or a Fund consult a professional tax advisor regarding its individual tax situation.

Signatures are located on the next page.

The Timothy Plan

Transfer Agent and Shareholder Services Addendum

Page 4 of 5

FORM OF

The parties duly executed this Transfer Agent and Shareholder Services Addendum as of March 1, 2024.

	The Timothy Plan on its own behalf and on behalf of the Funds		Ultimus Fund Solutions, LLC

By:		By:
Name:	Arthur D. Ally	Name:	Gary Tenkman
Title:	President	Title:	Chief Executive Officer

The Timothy Plan

Transfer Agent and Shareholder Services Addendum

Page 5 of 5

FORM OF

Transfer Agent and Shareholder Services Fee Letter

for

the Funds listed on Schedule A

each a series of

The Timothy Plan

This Transfer Agent and Shareholder Services Fee Letter (this “Fee Letter”) applies to the Services provided by Ultimus Fund Solutions, LLC (“Ultimus”) to The Timothy Plan (the “Trust”) for the Funds listed on Schedule A (individually referred to herein as a “Fund” and collectively as the “Funds”) pursuant to that certain Master Services Agreement dated March 1, 2024, and the Transfer Agent and Shareholder Services Addendum dated March 1, 2024 (the “Agreement”). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

Fees

1.1.

For the Transfer Agent and Shareholder Services provided under the Transfer Agent and Shareholder Services Addendum, Ultimus shall be entitled to receive a fee and reimbursable expenses from the Trust, the Funds, or the Adviser (as hereinafter defined) on the first business day following the end of each month, or at such time(s) as Ultimus shall request and the parties hereto shall agree, computed with respect to each Fund as follows:

[REDACTED]

1.2.

uShareholder Fee. If the Trust requests uShareholder services in writing, Ultimus shall charge a monthly fee for each instance of uShareholder, which fee (the “uShareholder Fee”) will be determined by the total number of uShareholder user IDs issued as follows:

[REDACTED]

1.3.

Special Reports/Programming Fees: [REDACTED]

1.4.

[ ] MFPS I or [ ] MFPS II (check if applicable) or [X] Not Applicable

One-time Fees: [REDACTED]

Ongoing (Monthly) Fees:

[REDACTED]]

The parties hereto acknowledge and agree that Ultimus shall bear no liability with respect to the accuracy of data entered into MFPS II and that the pricing as set forth herein is premised upon this limitation of liability.

1.5.

[ ] MARS Rule 22c-2 Compliance Management Fees (check if applicable)

[REDACTED]

The Timothy Plan

Transfer Agent and Shareholder Services Fee Letter

Page 1 of 4

FORM OF

1.6.

[ ] SalesFocus Solutions/MARS Fees (check if applicable)

The Adviser will be obligated to pay the following SalesFocus Solutions/MARS-related fees.

[REDACTED]

1.7.

[REDACTED]

All services listed above with a check box that are used by the Trust or Funds will be billed by Ultimus in accordance with the listed fees, even if not checked.

Reimbursable Expenses

[REDACTED]

Term

3.1.

3.2.

Renewal Terms. After the Initial Term, this Fee Letter shall automatically renew for successive one-year periods (each a “Renewal Term”) unless Ultimus, the Trust, or the Adviser gives written notice of termination at least 90 days prior to the end of the Initial Term or the then-current Renewal Term.

3.3.

3.4.

[RESERVED]

3.5.

3.6.

Liquidation. In the event any Fund is liquidated, Ultimus shall be entitled to collect from the Trust or the Adviser the amount of all of Ultimus’ direct costs incurred in effecting such liquidation and documents, and a reasonable fee (including reasonable Ultimus labor and other miscellaneous costs) for transfer agency liquidation services.

The Timothy Plan

Transfer Agent and Shareholder Services Fee Letter

Page 2 of 4

FORM OF

Fee Increases

[REDACTED]

Amendment

The parties may only amend this Fee Letter by written amendment signed by all the parties.

Signatures are located on the next page.

The Timothy Plan

Transfer Agent and Shareholder Services Fee Letter

Page 3 of 4

FORM OF

The parties duly executed this Transfer Agent and Shareholder Services Fee Letter dated March 1, 2024.

	The Timothy Plan on its own behalf and on behalf of the Funds		Ultimus Fund Solutions, LLC
By:		By:
Name:	Arthur D. Ally	Name:	Gary Tenkman
Title:	President	Title:	Chief Executive Officer

The undersigned investment adviser (the “Adviser”) hereby acknowledges and agrees to the terms of the Agreement.

	Timothy Partners, Ltd.
By:
Name:	Arthur D. Ally
Title:	President

The Timothy Plan

Transfer Agent and Shareholder Services Fee Letter

Page 4 of 4

EX-99.28 7 fp0088171-1_ex9928h7.htm

Certian information has been redacted from this document to protect confidential financial information.

CONSULTING AGREEMENT

This Consulting Agreement (“Agreement”), effective as of January 28, 2022, is entered into by and between NORTHERN LIGHTS COMPLIANCE SERVICES, LLC, a Nebraska limited liability company, with offices at 80 Arkay Drive, Suite 110, Hauppauge, New York 11788 (“NLCS”). and THE TIMOTHY PLAN, a Delaware business trust (the “Client”; and together with NLCS, the “Parties” and each a “Party”), on its own behalf and on behalf of the Timothy Plan Funds listed on Appendix A attached hereto (each a “Fund” and collectively, the “Funds”).

SCOPE OF SERVICES

NLCS shall provide Client with the consulting services (the “Services”) described in the attached Schedule I (the “Services Schedule”). From time to time, the Parties may enter into one or more additional schedules (each a “Schedule”), each of which shall be sequentially numbered (e.g., I, II etc.), and will serve to supplement and/or modify the Services Schedule.

NLCS shall also supply the Client with an Anti-Money Laundering Officer (“AMLO”) who shall perform the Anti-Money Laundering Officer Services as described in the attached Schedule II.

COMPENSATION

In consideration of NLCS’s performance of the Services, Client will compensate NLCS in accordance with the Schedule that corresponds to the relevant Services.

INDEPENDENT CONTRACTOR AND SCOPE OF SERVICES

a. NLCS shall act as an independent contractor and not as an agent of Client. NLCS shall not hold itself out as an agent of Client.

b. NLCS does not offer legal or accounting services and does not purport to replace the services provided by legal counsel or that of a certified public accountant. NLCS will make every reasonable effort to provide the Services in a timely and professional manner; however, there is no guarantee that work performed by NLCS will be favorably received by any regulatory agency, and may not be used by Client as the basis for any fraud or other claim by Client. NLCS will not perform management functions or make management decisions for Client. However, NLCS may provide advice, research materials, and recommendations to assist Client’s management in performing its functions and making decisions.

c. Although NLCS’s work may involve analysis of accounting and/or financial records, at no time will work performed by NLCS be deemed to be an audit of Client or any financial or accounting information in accordance with generally accepted auditing standards or otherwise, nor will any work performed by NLCS consist of a review of the internal controls of Client.

d. Except to the extent necessary to perform NLCS’s obligations under this Agreement, nothing herein shall be deemed to limit or restrict NLCS’s right, or the right of any of NLCS’s managers, officers or employees who also may be a director, trustee, officer or employee of the Client or a Fund, or who are otherwise affiliated persons of the Client or a Fund, to engage in any other business, whether of a similar or dissimilar nature, or to render services of any kind to any other corporation, company, firm, trust, association or individual.

CLIENT SERVICES IN SUPPORT OF SERVICES

Certain documentation, information and assistance will be requested by NLCS during the course of this engagement in order for NLCS to appropriately complete the engagement objectives related to the Services as Client may outline to NLCS. In performing the Services, NLCS will be relying on the accuracy and reliability of data, documents and representations provided to NLCS by Client. If NLCS believes that failure to make reasonably requested information available prohibits NLCS from providing the Services, including reviewing documents, processes, procedures. policies or assessments, or communicating with appropriate persons, in accordance with engagement objectives, NLCS will notify Client. In such event, Client will not hold NLCS responsible and all fees and expenses will be paid to NLCS in accordance with the terms of this engagement.

CONFIDENTIALITY

e. NLCS and the Client agree that all books, records, information, and data pertaining to the business of the other Party, any Fund, or any Service Provider (as defined below) that is exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except that NLCS may release such information to the Board as contemplated by this Agreement and as permitted or required by law or approved in writing by the Client, which approval shall not be unreasonably withheld and may not be withheld where NLCS may be exposed to civil or criminal liability or proceedings for failure to release such information. This provision shall not preclude NLCS from sharing its compliance reports about the Client with other Service Providers to the Client. “Service Provider” shall mean investment advisers, underwriters, administrators, transfer agents, or other service providers of the Client.

f. Except as provided in the immediately preceding paragraph, in accordance with Title 17, Chapter II, part 248 of the Code of Federal Regulations (17 CFR 248.1 — 248.30) (“Reg S-P”), NLCS will not directly, or indirectly through an affiliate, disclose any non-public personal information as defined in Reg S-P, received from the Client, any Fund, or any Service Provider to any person that is not affiliated with the Client, such Fund, or such Service Provider; provided, however, that, notwithstanding the foregoing, NLCS may disclose such information to an affiliate of NLCS if, but only to the extent, such affiliate has agreed to be bound by the same limits on non-disclosure as set forth herein.

PROPRIETARY INFORMATION

g. Proprietary Information of NLCS. The Client acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals maintained by NLCS on databases under the control and ownership of NLCS or a third party constitute copyrighted, trade secret, or other proprietary information (collectively, “NLCS Proprietary Information”) of substantial value to NLCS or the third party. The Client agrees to treat all NLCS Proprietary Information as proprietary to NLCS and further agrees that it shall not divulge any NLCS Proprietary Information to any person or organization except as may be provided under this Agreement or as may be directed by NLCS or as may be duly requested by regulatory authorities.

h. Proprietary Information of the Client. NLCS acknowledges that all information regarding the Client portfolios, arrangements with brokerage firms, compensation paid to or by the Client, trading strategies and all such related information (collectively, “Client Proprietary Information”) constitute proprietary information of substantial value to the Client. NLCS agrees to treat all Client Proprietary Information as proprietary to the Client and further agrees that it shall not divulge any Client Proprietary Information to any person or organization except as may be provided under this Agreement or as may be directed by the Client or as may be duly requested by regulatory authorities.

i. Each Party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 6.

STANDARD OF CARE, INDEMNIFICATION AND RELIANCE

a. Indemnification of NLCS. Client shall indemnify and hold NLCS harmless from and against any and all losses, damages, costs, charges, reasonable attorneys’ fees, payments, expenses and liability (collectively, “Losses”) arising out of or attributable to actions taken by NLCS in providing the Services: provided, however, that Client shall not be obligated to indemnify NLCS for Losses to the extent a court of competent jurisdiction has, through a non-appealable judgment, determined that such Losses were the result of NLCS’s gross negligence, willful misconduct or reckless disregard of its duties hereunder. In performing the Services, NLCS shall be entitled to rely upon, and may act upon information, records and reports generated by Client, advice of Client, or of counsel for Client and upon statements of Client’s independent accountants and agents, and shall be held harmless for any liability incurred by reason of any action reasonably taken or omitted in good faith reliance on such information, records and reports.

b. Indemnification of Client. NLCS shall indemnify and hold Client harmless from and against any and all Losses arising out of or attributable to NLCS’s failure to comply with the terms of this Agreement; provided, however, that NLCS’s liability for damages relating to NLCS’s performance under this Agreement, including penalties and interest, and regardless of the form of claim or action, whether in contract, tort, strict liability or otherwise, shall be limited to the lesser of (i) actual Losses incurred or (b) the amount of the fees paid for the specific service from which the claimed Losses arose.

c. Reliance. Except to the extent that NLCS may be liable pursuant to this Section 7, NLCS shall not be liable for any action taken or failure to act in good faith in reliance upon:

i. Advice of the Client or of counsel to the Client:

ii. Any written instruction or certified copy of any resolution of the board of trustees of the Client (the “Board”), and NLCS may rely upon the genuineness of any such document, copy or facsimile thereof reasonably believed in good faith by NLCS to be genuine and to have been signed or presented to the Client or other proper party or parties; or

iii. Reasonable actions taken by NLCS based on information provided by Service Providers.

NLCS shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack of authority of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which NLCS reasonably believes in good faith to be genuine.

d. Errors of Others. NLCS shall not be liable for the errors of other Service Providers to the Client or for errors in information provided by an investment adviser or custodian to the Client.

EFFECTIVE DATE, TERM AND TERMINATION

a. Effective Date and Term. This Agreement shall become effective on the date first above written and shall continue until no Schedules are in effect unless otherwise terminated earlier in accordance with this Agreement.

b. Termination for Breach. This Agreement may be terminated upon written notice of a material breach, provided that a Party shall have thirty (30) days to remedy a material breach. If the Party attempting to cure any claimed material breach is unable to do so within the allotted thirty (30) day cure period, the Parties agree to submit to arbitration in accordance with Section 9(g) of this Agreement.

c. Insolvency. NLCS may terminate this Agreement immediately and without notice upon: (I) the issuance by any federal, state or local regulatory or administrative body of any administrative or regulatory sanction or penalty against the Client, (ii) a petition in bankruptcy is filed by or against the Client, (iii) if the Client has made an assignment for the benefit of creditors, (iv) if the Client has voluntarily or involuntarily been adjudicated as bankrupt, (v) or if a petition is filed for the reorganization of the Client

d. Fees Resulting from Termination. Upon termination of this Agreement, NLCS shall have no further obligation to provide services to Client, and all amounts then owing from Client to NLCS under this Agreement, whether in the form of fees, expense reimbursements, or otherwise, shall be immediately due and payable to NLCS. If either Party terminates the Agreement or any Schedule, (a) Client agrees to pay NLCS for all Services completed as of the date the Agreement or Schedule is terminated, as applicable, and (b) NLCS agrees to refund to Client a pro-rata share of the fees paid by Client to NLCS for Services not completed by NLCS as of the date the Agreement or Schedule is terminated, as applicable.

e. Cooperation Following Termination. In the event of termination of this Agreement or any Schedule, NLCS agrees that it will cooperate to facilitate the smooth transition of services to an alternate or successor service provider, and to minimize disruption to Client, provided, however, NLCS shall be compensated for any reasonable labor charges and/or cash disbursements incurred and/or made in connection with NLCS’s activities in facilitating any transition of services and/or records, documents or data to a successor service provider.

f. The provisions of Sections 2, 5, 6 7, 8(f), and 9 shall survive any termination of this Agreement.

MISCELLANEOUS

a. Amendments. No provision of this Agreement, including, without limitation, any Schedule to this Agreement, may be amended or modified in any manner except by a writing executed by both Parties.

b. Governing Law. This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the state of New York.

c. Entire Agreement. This Agreement and its corresponding Schedules, as amended from time to time in accordance with Section 9(a), constitutes the entire agreement between the Parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written. If this Agreement conflicts with any Schedule, the terms of the Schedule govern.

d. Counterparts. E-delivery. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. A manually signed copy of this Agreement delivered by email or other means of electronic transmission will be deemed to have the same legal effect as delivery of an original, signed copy of this Agreement.

e. Severability. If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected by such determination, and the rights and obligations of the Parties shall be construed and enforced as if this Agreement did not contain the particular part, term or provision held to be illegal or invalid.

f. Force Majeure. Neither Party shall be liable to the other for failure to perform if the failure results from a cause beyond its control, including, without limitation, fire, electrical, mechanical, or equipment breakdowns, delays by third party vendors and/or communications carriers, civil disturbances or disorders, terrorist acts, strikes, acts of governmental authority or new governmental restrictions, or acts of God.

Arbitration.

Exclusive Dispute Resolution. Any dispute, controversy, proceeding or claim arising out of or relating to: (a) this Agreement or the subject matter hereof, (b) the breach, termination, enforcement, interpretation or validity of this Agreement, including the determination of the scope or applicability of this Agreement to arbitrate, or (c) the relationship among the parties hereto or thereto, in each case, whether in contract, tort, common or statutory law, equity or otherwise (collectively, a “Dispute”) may only be resolved by arbitration as provided in this Section. No Party hereto shall commence any litigation with respect to a Dispute except as expressly set forth in this Section 9(g).

Arbitration. To resolve a Dispute, any Party hereto may commence an arbitration to be administered by the American Arbitration Association pursuant to the commercial arbitration rules of the American Arbitration Association. The arbitration shall be conducted before a single arbitrator, in Omaha, Nebraska, selected jointly by the parties, or, if the parties cannot agree on the selection of the arbitrators, as selected by the American Arbitration Association In the event of a conflict between the rules of the selected arbitration firm and this Agreement, the terms of this Agreement shall govern. The decision of the arbitrator shall be final, binding on the parties hereto, and not subject to further review.

Prevailing Party Fees. In any arbitration of a Dispute, the arbitrator shall award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. If the arbitrator determines a Party to be the prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the arbitrator may award the prevailing party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. In the event that litigation is commenced to enforce an arbitration award, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs whether or not such action proceeds to judgment.

Enforcement. This arbitration provision shall be enforced and interpreted exclusively in accordance with applicable federal law, including the Federal Arbitration Act. Judgment upon any award rendered by the arbitrator may be entered in a Designated Court.

h. Headings. Section and paragraph headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.

i. Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered personally, (b) on the fifth business day following the date of mailing, if mailed by registered or certified mail, return receipt requested, postage prepaid to the party to receive such notice, (c) if dispatched via a nationally recognized overnight courier service (delivery receipt requested) with charges paid by the dispatching party, on the later of (i) the first business day following the date of dispatch, or (ii) the scheduled date of delivery by such service, or (d) on the date sent by electronic mail if sent during normal business hours of the recipient during a business day, and otherwise on the next business day, if sent after normal business hours of the recipient, provided that in the case of electronic mail, each notice or other communication shall be confirmed within one business day by dispatch of a copy of such notice pursuant to one of the other methods described herein, at the following addresses, or such other address as a Party may designate from time to time by notice in accordance with this Section.

To Client:	To NLCS:

The Timothy Plan	Northern Lights Compliance Services, LLC
Attn: Arthur D. Ally	Attn: Legal Department
1055 Maitland Center Commons Maitland, Florida 32751	4221 North 203^rdStreet, Suite 100 Elkhorn, NE 68022
Email: artally@timothyplan.com	legal@ultimusfundsolutions.com

j. Non-Solicitation. Client acknowledges that (1) NLCS expends substantial time and money, on an ongoing basis, to recruit and train its employees; (2) NLCS’s business is highly competitive and is marketed throughout the United States, and (3) if Client were to hire any NLCS employees who are involved in the provision of the Services under this Agreement then NLCS may suffer lost sales and other opportunities and would incur substantial expense in hiring and training replacement(s) for those employees. Accordingly, Client agrees that it, including its respective affiliates and subsidiaries, shall not solicit, attempt to induce or otherwise hire an employee of NLCS for so long as this Agreement is in effect and for a period of two (2) years after termination of this Agreement, unless expressly agreed upon in writing by both Parties. In the event that this provision is breached by Client, Client agrees to pay damages to NLCS in the amount of two times the current annual salary (including any bonus) of such employee or former employee. For purposes of this provision, “hire” means to employ as an employee or to engage as an independent contractor, whether on a full-time, part-time or temporary basis.

k. Representation of Signatories. Each of the undersigned expressly warrants and represents that they have full power and authority to sign this Agreement on behalf of the Party indicated and that their signature will bind the Party indicated to the terms hereof.

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized persons, as of the day and year first above written.

THE TIMOTHY PLAN, on its own behalf and on behalf of the Funds listed on Appendix A attached hereto		NORTHERN LIGHTS COMPLIANCE SERVICES, LLC

By:		By:
Name:	Arthur Ally	Name:	Brian Privor
Title:	President	Title:	President

Appendix A

The Timothy Plan Funds

TIMOTHY PLAN AGGRESSIVE GROWTH FUND
TIMOTHY PLAN INTERNATIONAL FUND
TIMOTHY PLAN LARGE/MID CAP GROWTH FUND
TIMOTHY PLAN SMALL CAP VALUE FUND
TIMOTHY PLAN LARGE/MID CAP VALUE FUND
TIMOTHY PLAN FIXED INCOME FUND
TIMOTHY PLAN HIGH YIELD BOND FUND
TIMOTHY PLAN ISRAEL COMMON VALUES FUND
TIMOTHY PLAN DEFENSIVE STRATEGIES FUND
TIMOTHY PLAN STRATEGIC GROWTH FUND
TIMOTHY PLAN CONSERVATIVE GROWTH FUND
TIMOTHY PLAN GROWTH & INCOME FUND

TIMOTHY PLAN STRATEGIC GROWTH PORTFOLIO VARIABLE SERIES
TIMOTHY PLAN CONSERVATIVE GROWTH PORTFOLIO VARIABLE SERIES

Appendix A

SCHEDULE I

SCOPE OF SERVICES

This Schedule I (“Schedule I”) is part of the Consulting Agreement effective January 28, 2022 (the “Agreement”) by and between Northern Lights Compliance Services (“NLCS”) and The Timothy Plan (“Client”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Agreement.

A. Scope of Services

NLCS and Client agree that NLCS shall provide the regulatory and compliance services for the benefit of Client described below. This Schedule I shall become effective on the date first above written and shall continue in effect for a period of two (2) years (the “Initial Term”). This Schedule I shall automatically continue for successive one-year periods (each, a “Renewal Term”) if neither Party provides the other Party notice of termination at least sixty (60) days prior to the end of the Initial Term, or Renewal Term, as applicable. This Schedule I may be terminated upon written notice of a material breach, provided that a Party shall have thirty (30) days to remedy a material breach. If the Party attempting to cure any claimed material breach is unable to do so within the allotted thirty (30) day cure period, the Parties agree to submit to arbitration in accordance with Section 9(g) of the Agreement.

1.	Liquidity Program Administrative (“LPA”) Services

NLCS will provide Client with LPA services as follows:

Implementation

Review Rule 22e-4 (“Liquidity Rule”) requirements (and changes thereto or updated guidance and best practices, on an annual basis or as necessary) and design a program to implement the liquidity risk management program (“LRMP”); participate in various meetings with each Fund’s current administrator (currently Gemini Fund Services, LLC (“Administrator”)) to discuss implementation; prepare timelines and project plans; organize roundtable with shared trust counsels and discuss policy coordination; hire additional professional staff.

Communicate with investment advisers/sub-advisers and other third parties to assess awareness and preparedness for the LRMP.

Prepare and conduct a survey of investment advisers to provide an initial liquidity assessment; determine risk areas and follow up with investment advisers.

Work with Administrator to develop procedures for monitoring imported data.

Design quarterly (not statutory) Board reporting, and select data inputs.

Design annual written Board report.

I-1

Work with Fund and independent counsel to draft, refine and implement the written LRMP procedures for Client.

Use reasonable efforts to ensure investment advisers and other Service Providers adopt formal written procedures; work with each investment adviser to customize adviser procedures and ensure consistency with Client procedures.

Prepare new LRMP questions for investment adviser quarterly compliance questionnaire.

10.

Develop processes to monitor for material changes in liquidity classification/highly liquid investment minimum (HLIM).

11.

Develop special procedures for ETFs where needed.

B. Ongoing Services

Oversee LRMP and all Service Providers’ related activities and contributions; serve as liaison for investment adviser reporting and coordinate the same with Administrator.

Serve as chair of LPA committee meetings and meet periodically, as required; assess. manage, and review liquidity risk; draft minutes; keep official records.

Monitor liquidity levels and facilitate the filings of Form N-LIQUID by a Fund officer, next business day or otherwise as required.

Review liquidity bucketing classifications and 15% threshold at least monthly (more frequently, if needed).

Review Administrator metrics on N-PORT filings and any Form N-LIQUID filings.

Review HLIMs:

Exclude certain Segregated Assets (as defined in the Rule) from HLIM calculation;

Funds > 50% highly liquid do not need an HLIM, but monitor for changes;

Address shortfalls.

Report to the Board quarterly (or as needed), providing LPA committee meeting minutes and other data.

Provide an annual written report to the Board. including:

I-2

Operation of each Fund’s HLIM over the past year, if applicable;

Occurrences throughout the year when a Fund exceeds the 15% limit;

Material changes to the program (Board approval not required); and

Occurrences throughout the year when the LPA met to arbitrate liquidity scoring disagreements (and associated LPA committee meeting minutes).

Collect certifications from investment advisers/investment sub-advisers in connection with N-PORT filings.

10.

Monitor Client and Service Providers’ compliance with Client procedures relating to the LRMP; review responses to quarterly questionnaires and discuss LRMP on quarterly calls.

11.

Perform forensic testing regarding LRMP program during annual compliance site visits to Service Providers.

12.

Participate in due diligence site visits to Service Providers such as ICE and Confluence.

13.

Review SEC filings on Form N-PORT for timeliness and on Form N-SAR for liquidity disclosure.

Each Service Provider is responsible for proper developments and implementation of its policies and procedures. Although NLCS may perform a review of each Service Provider’s policies, procedures and standard business practices, NLCS is not responsible and cannot ensure that all necessary policies are adopted and implemented by such Service Provider.

B. Fees and Expenses

Client agrees to pay the Service Fee detailed below and to reimburse NLCS for Out of Pocket Expenses incurred by NLCS in connection with providing the Services.

NLCS will invoice Client for all annualized fees and out-of-pocket expenses owing to NLCS under the terms of the Agreement on a quarterly basis in advance. Each NLCS invoice shall include the amount due and a brief description of the services rendered. The payment of all fees and the reimbursement of all Out of Pocket Expenses shall be due and payable within thirty (30) days of receipt of an invoice from NLCS (the “Due Date”). Interest may accrue. at the maximum amount permitted by law, on any invoice balance that remains unpaid after its Due Date. If Client disputes an amount due under an invoice. Client must communicate such disagreement to NLCS in writing before the Due Date. In the event an invoice remains unpaid, NLCS reserves the right to suspend providing Services until full payment is remitted.

I-3

I-4

2. Out of Pocket Expenses. NLCS also shall be entitled to reimbursement for all reasonable expenses and costs (“Out of Pocket Expenses”) incurred by NLCS in connection with performing the Services, including, without limitation, expenses related to:

●

Travel (e.g., airfare, train tickets, and car rental) lodging, and meals;

●

Telephone calls; and

●

Photocopying and binding, and shipping of compliance materials.

Out of Pocket Expenses will be included and separately detailed, to the extent possible, in the Service Fee invoice(s).]

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I-5

IN WITNESS WHEREOF, the Parties hereto have executed this Schedule I to the Agreement effective as of January 28, 2022.

THE TIMOTHY PLAN, on its own behalf and on behalf of the Funds listed on Appendix A attached hereto

NORTHERN LIGHTS COMPLIANCE SERVICES, LLC

By:		By:
Name:	Arthur Ally	Name:	Brian Privor
Title:	President	Title:	President

I-6

SCHEDULE II

ANTI-MONEY LAUNDERING SERVICES

This Schedule II (“Schedule II”) is part of the Consulting Agreement effective January 28, 2022 (the “Agreement”) by and between Northern Lights Compliance Services (“NLCS”) and The Timothy Plan (“Client”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Agreement.

A. Scope of Services

NLCS and Client agree that NLCS shall provide the Client with an Anti-Money Laundering Officer (“AMLO”) who shall perform the Anti-Money Laundering Officer Services as described below. This Schedule II shall become effective on the date first above written and shall continue in effect for a period of two (2) years (the “Initial Term”). This Schedule II shall automatically continue for successive one-year periods (each, a “Renewal Term”) if neither Party provides the other Party notice of termination at least sixty (60) days prior to the end of the Initial Term, or Renewal Term, as applicable. This Schedule II may be terminated upon written notice of a material breach, provided that a Party shall have thirty (30) days to remedy a material breach. If the Party attempting to cure any claimed material breach is unable to do so within the allotted thirty (30) day cure period, the Parties agree to submit to arbitration in accordance with Section 9(g) of the Agreement.

1) Appointment of Anti-Money Laundering Officer. NLCS will provide the services of a compliance officer, who shall be appointed by the Board as the Anti-Money Laundering Officer (the “AMLO”) for the Client and each Fund. The AMLO will have overall responsibility for administering and overseeing compliance with the Client’s anti-money laundering (“AML”) program.

2) AML Compliance. As part of the AML program, the AMLO shall, among other things:

Assist the Client in identifying its AML vulnerabilities and identify the risk factors relating to the AML requirements;

Review the adequacy of the Client’s AML program and the effectiveness of its implementation and, as necessary, make recommendations regarding updating the Client’s AML program to accommodate changes in regulatory requirements and the Client’s business;

Provide ongoing AML training for appropriate persons;

Perform testing of certain control procedures, including collecting and organizing relevant data and reviewing reports, investigating, exceptions, and making inquiries of Client personnel and relevant Service Providers;

Arrange for independent testing of the Funds’ AML programs;

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Monitor and review AML responsibilities that have been delegated to Service Providers;

Conduct on-site visits of appropriate Service Providers as necessary;

Oversee (to the extent not delegated to Service Providers) suspicious activity reporting (on form SAR-SF);

Assist Client personnel in responding to Section 314(a) information requests; and

Report to the Board.

Notwithstanding the indemnification provisions of the Agreement, to the extent that the AMLO incurs any liability in connection with the performance of the services set forth in this Schedule II (or any omission with respect thereto), he or she will be covered under the Directors and Officers Errors and Omissions insurance policy of the Client, in accordance with the terms therein and all deductibles applicable to such policy shall be covered by the Client.

3) Representations and Warranties.

Representations and Warranties of NLCS. NLCS represents and warrants that:

It has access to the necessary facilities, equipment, and personnel with the requisite knowledge and experience to assist the AMLO in the performance of his or her duties and obligations under this Agreement;

ii.

It shall make available a person who is competent and knowledgeable regarding the Federal Securities Laws and is otherwise reasonably qualified to act as an AMLO and who will, in the exercise of his or her duties to the Client, act in good faith and in a manner reasonably believed by him or her to be in the best interests of the Funds;

iii.

It shall compensate the AMLO fairly, subject to the Board’s right under any applicable regulations (e.g., Rule 38a-I under the Investment Company Act) to approve the designation, termination and level of compensation of the AMLO. In addition, it shall not retaliate against the AMLO should the AMLO inform the Board of a compliance failure or take aggressive action to ensure compliance with the Federal Securities Laws by the Client or a Service Provider;

iv.

It shall report to the Board promptly if it learns of AMLO malfeasance or in the event the AMLO is terminated as an AMLO, as the case may be, by another investment company or if the AMLO is terminated by NLCS; and

It shall report to the Board if at any time the AMLO is subject to the disqualifications set forth in Section 15(b)(4) of the Exchange Act or Section 9 of the Investment Company Act.

II-2

Representations and Warranties of the Client. The Client represents and warrants that:

The AMLO shall be covered by the Client’s Directors and Officers/Errors and Omissions Policy; and

ii.

The AMLO is a named officer in the Client’s corporate resolutions and. though not specifically named in the Client’s Organizational Documents, subject to their provisions regarding indemnification of its officers.

4) Removal of AMLO. The Board retains the right and authority to remove the AMLO designated by NLCS at any time, with or without cause, without payment of any penalty. If the Board dismisses the AMLO, NLCS may present alternative AMLO candidate(s) for Board consideration and approval to continue the services set forth in this Schedule II.

If NLCS wishes to dismiss the AMLO under the terms of NLCS’s arrangement with such person, or if such person resigns from NLCS, NLCS will present its plan of action to the Board prior to taking such action. Under such circumstances, NLCS may, at the Board’s discretion, offer to present a candidate to the Board that would work through NLCS.

5) Consent to Examination. In connection with the AML program administered by NLCS, NLCS hereby consents to federal regulators’ examination of information and records retained by NLCS to the extent such information and records relate to the AML program and to federal regulators’ inspection of NLCS for purposes of the AML program.

B. Fees and Expenses

Client agrees to pay the Service Fee detailed below and to reimburse NLCS for Out of Pocket Expenses incurred by NLCS in connection with providing the Services.

NLCS will invoice Client for all annualized fees and out-of-pocket expenses owing to NLCS under the terms of the Agreement on a quarterly basis in advance. Each NLCS invoice shall include the amount due and a brief description of the services rendered. The payment of all fees and the reimbursement of all Out of Pocket Expenses shall be due and payable within thirty (30) days of receipt of an invoice from NLCS (the “Due Date”). Interest may accrue, at the maximum amount permitted by law, on any invoice balance that remains unpaid after its Due Date. If Client disputes an amount due under an invoice, Client must communicate such disagreement to NLCS in writing before the Due Date. In the event an invoice remains unpaid, NLCS reserves the right to suspend providing Services until full payment is remitted.

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2. Out of Pocket Expenses. NLCS also shall be entitled to reimbursement for all reasonable expenses and costs (“Out of Pocket Expenses”) incurred by NLCS in connection with performing the Services, including, without limitation, expenses related to:

●

Travel (e.g., airfare, train tickets, and car rental) lodging, and meals;

●

Telephone calls; and

●

Photocopying and binding, and shipping of compliance materials.

Out of Pocket Expenses will be included and separately detailed, to the extent possible, in the Service Fee invoice(s).]

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II-4

IN WITNESS WHEREOF, the Parties hereto have executed this Schedule II to the Agreement effective as of January 28, 2022.

THE TIMOTHY PLAN, on its own behalf and on behalf of the Funds listed on Appendix A attached hereto

NORTHERN LIGHTS COMPLIANCE SERVICES, LLC

By:		By:
Name:	Arthur Ally	Name:	Brian Privor
Title:	President	Title:	President

II-5

EX-99.28 8 fp0088171-1_ex9928i.htm

CONSENT OF SULLIVAN & WORCESTER LLP

We hereby consent to the use of our name and any reference to our firm in the Registration Statement of The Timothy Plan (the “Trust”), included as part of Post-Effective Amendment No. 122 to the Trust’s Registration Statement on Form N-1A (File No. 033-73248). In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

/s/ Sullivan & Worcester LLP
Sullivan & Worcester LLP

Washington, DC

April 30, 2024

EX-99.28 9 fp0088171-1_ex9928j.htm

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our report dated February 28, 2024, relating to the financial statements and financial highlights of Timothy Plan US Small Cap Core ETF, Timothy Plan US Large/Mid Cap Core ETF, Timothy Plan US Large/Mid Cap Core Enhanced ETF, Timothy Plan High Dividend Stock ETF, Timothy Plan High Dividend Stock Enhanced ETF, Timothy Plan International ETF, and Timothy Plan Market Neutral ETF, seven of the portfolios constituting The Timothy Plan, for the year ended December 31, 2023, and to the references to our firm under the headings “Other Service Providers” and “Financial Highlights” in the Prospectus and “Disclosure of Portfolio Holdings” and “Independent Registered Public Accounting Firm” in the Statement of Additional Information.

COHEN & COMPANY, LTD.

Cleveland, Ohio

April 30, 2024

EX-99.28 10 fp0088171-1_ex9928p2.htm

CODE OF ETHICS AND CONDUCT

Table of Contents

Introduction		1
Definitions		2
I.	Policy for Possession of Material Non-Public Information (“MNPI”)	6
II.	Duty of Confidentiality	8
III.	Procedures for Access Persons	9
IV.	Exempted Transactions	13
V.	Compliance Procedures	14
VI.	CCO’s Authority and Duties	18
VII.	Reporting of Violations	19
VIII.	Reporting to the Board of Managers	19
IX.	Sanctions	19
X.	Retention of Records	20
Exhibits		21
*Initial Report of Access Persons*		A
*Initial Report of Access Persons*		B
*Annual Report of Access Persons*		B
*Quarterly Transactions Report of Access Persons*		C
*Personal Reportable Securities Transaction Pre-Clearance Form of Access Persons*		D
*Personal Political Contribution Pre-Clearance Form of Access Persons*		B
*List of Reportable Funds of Access Persons*		3
*List of Reportable Funds of Access Persons*		D
*List of Reportable Funds of Access Persons*		E

Introduction

Barrow Hanley Global Investors (“Barrow Hanley” or “the Firm”) has adopted this Code of Ethics and Conduct (“Code”) in its current form in compliance with the requirements of Section 204A-1 of the Investment Advisers Act of 1940 (the “Advisers Act”) and Section 17(j) of the Investment Company Act of 1940. This Code was last amended on December 31, 2022. The Code requires the Firm’s Access Persons to comply with the federal securities laws and the Firm’s policies and procedures, sets standards of business conduct required of the Firm’s supervised persons, and addresses conflicts that arise from personal transactions and other activity by Access Persons. The policies and procedures outlined in the Code are intended to promote compliance with fiduciary standards by the Firm and its Access Persons. As a fiduciary, the Firm and its employees: (i) have the responsibility to render professional, continuous, and unbiased investment advice, (ii) owe its clients a duty of honesty, good faith, and fair dealing, (iii) must act at all times in the best interests of clients, and (iv) must avoid or disclose conflicts of interest.

Barrow Hanley’s Code of Ethics and Conduct is designed to:

Set standards for ethical conduct based on the fundamental principles of openness, integrity, honesty, and trust;

Protect the Firm’s clients by deterring misconduct;

Educate employees regarding the Firm’s expectations and the laws governing their conduct;

Remind employees that they are in a position of trust and must act with complete propriety at all times;

Protect the reputation of the Firm;

Guard against violations of the securities laws;

Establish procedures for employees to monitor the Firm’s business and uphold its ethical principles; and

Discourage excessive risk-taking in employees’ personal investments and/or in a client’s account.

This Code of Ethics and Conduct is based upon the principle that the directors, officers, and employees of the Firm owe a fiduciary duty to the Firm’s clients to conduct their affairs, including their personal transactions, in such a manner as to avoid:

Serving their own personal interests ahead of a client’s interest;

Taking inappropriate advantage of their position with the Firm;

Actual or potential conflicts of interest; and/or

Abuse of their position of trust and responsibility.

As a fiduciary, employees should avoid conflicts of interest where possible. This Code requires disclosure and reporting of any unavoidable conflicts of interest.

This Code is designed to implement controls that discourage employees from taking excessive risk in a client’s account and/or in the employee’s personal investments and Reportable Account(s).

Barrow Hanley’s fiduciary duty includes the duty of the Chief Compliance Officer (“CCO”) of the Firm to maintain, monitor, and enforce the Code, periodically review and amend the Code, and to report material violations of the Code to the Firm’s Board of Managers and clients.

This Code contains requirements necessary to prevent Access Persons from violating the Firm’s standards and procedures designed to prevent violations of the Code. Each Access Person at the commencement of their employment must certify to their understanding of the Code’s requirements and acknowledge to abide by all of the Code’s provisions and prohibitions. Each Access Person must re-certify their understanding and acknowledgement of the Code annually, and any time the Code is amended.

Definitions

The following terms are used throughout this Code and are defined here to describe and explain their use and purpose for the Code’s provisions and prohibitions.

“Access Person” means supervised persons of the Firm including any director, officer, general partner, Advisory Person, Investment Personnel, Portfolio Manager, or employee of the Firm. The CCO may, in her discretion, designate other individuals (e.g., affiliates, consultants, interns and temporary employees) that have access to client information as Access Persons of the Firm. The CCO may exempt certain Access Person(s) and/or Members of its Board of Managers from certain provisions and prohibitions of this Code who are subject to another code of ethics that has been approved by the CCO.

“Advisory Person” means any person in a Control relationship to the Firm who obtains information concerning recommendations made to the Firm with regard to the purchase or sale of a security by the Firm.

“Affiliate” or “Affiliated Company” means a company which is an affiliate of the Firm through a corporate relationship, including the Firm’s parent company, Perpetual Limited (“Perpetual”) (ASX ticker: PPT).

“Beneficial Ownership” means any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, has or shares a direct or indirect beneficial interest in a Reportable Security. Such relationships may include but are not limited to an employee’s spouse, children, parents, guardians, or person for whom the employee has control or owes a duty of care.

“Black-out Period” means the time period designated by the CCO whereby an Access Person and/or Family Members must not trade a Reportable Security, see Trading Restriction for Access Persons, Section III.D., page 13.

“Business Entertainment” means an Access Person’s participation, whether as a guest or host, in lunches, dinners, cocktail parties, sporting activities or similar business gatherings conducted for business purposes. Business Entertainment is not a Gift.

“Control” means the power to exercise a controlling influence over the management or policies of a company or person unless such power is solely the result of an official position with such company. Any Person or entity who owns beneficially, either directly or through one or more controlled companies or relationships, more than 25% of the voting securities of a company shall generally be presumed to control such company. Any Person who does not own more than 25% of the voting securities of any company shall not be presumed to control such company.

“Covered Associate” means any general partner, managing member, executive officer, or other individual with a similar status or function, any employee who solicits a government entity for the investment adviser and any person who supervises, directly or indirectly, such employee.

“Direct Beneficial Interest” means a Person has a direct interest as an owner of something or receives a direct benefit from an investment in a Reportable Security. A direct benefit may derive from an indirect interest in, among other things, something owned by a Person’s spouse, domestic partner, or Family Trust.

“Family Member” means an Access Person’s spouse, domestic partner, minor children, and relatives by blood or marriage living in the same household as the Access Person.

“Gift” means cash or any item of value.

“Government Entity” means any state or local government agency, authority, or instrumentality of a state or local government, any pool of assets sponsored by a state or local government (i.e., defined benefit pension plan, separate account or general fund), and any participant-directed government plan.

“Indirect Beneficial Interest” means a Person, who is not an owner, receives an indirect benefit from an investment in a Reportable Security. An Indirect Beneficial Interest may be derived from any number of sources, as noted above.

“Investment Personnel” means: any Portfolio Manager of the Firm, Research Analysts, Traders, Client Portfolio Managers, and other personnel who provide information and advice to the Portfolio Manager, or who help execute the Portfolio Manager’s investment selection.

“Managed Fund” means any Reportable Fund for which the Firm serves as an Investment Adviser or Sub-Adviser. A list of Managed Funds is attached as Exhibit F, and is available on StarCompliance, or from the Compliance Department.

“Person” means any Person or company.

“Political Action Committee” or “PAC” means an organization whose purpose is to solicit and make Political Contributions.

“Political Contribution” means any Gift, subscription, loan, advance, or deposit of money (such as gift certificates or merchandise), or anything of value given to a candidate or PAC for:

The purpose of influencing any election;

The payment of debt incurred in connection with any such election;

Transition or inaugural expenses of the successful candidate for office;

Coordinating contributions through bundling or facilitating the contributions of other persons or PACs, including acting as a host to solicit contributions.

Examples of contributions include, (i) the cost of attending or hosting fundraising events; (ii) payments to bond ballot campaigns; (iii) expenses incurred in connection with fundraising; or (iv) expenses incurred from other volunteer activities (e.g., hosting a reception).

“Political Fundraising Activities” include, but are not limited to, the following activities on behalf of a state or local candidate or official:

Coordinating contributions (generally, bundling, pooling, or otherwise facilitating the contributions made by other persons, including hosting events);

Soliciting contributions (generally, communicating, directly or indirectly, for the purpose of obtaining or arranging a Political Contribution); or

Directing fundraising efforts.

“Portfolio Directional Trade” means a trade directed by a Portfolio Manager intended to increase or decrease a security’s investment weighting in a client’s account. This is a separate type of trade from a trade required to satisfy a client’s cash-flow request.

“Portfolio Manager” means an employee of the Firm entrusted with the direct responsibility and authority to make investment selection decisions for a client’s account.

“Reportable Account” means any account maintained with a bank, broker, or other entity in which an Access Person or Family Member owns Reportable Securities or has the ability to transact in Reportable Securities or has discretion over trading Reportable Securities on behalf of another.

“Reportable Fund” means any Fund or Trust where the Firm or an Affiliate acts as the investment adviser, sub-adviser or principal underwriter for the fund.

“Reportable Security” means a Security that is subject to the requirements of this Code, including any note, stock, treasury stock, corporate or municipal bond, foreign government bond, debenture, exchange-traded fund (“ETF”), evidence of indebtedness, bank loan, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, pre-organization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, future, swap, convertible, or privilege on any security, group, or index of Reportable Securities on a national securities exchange, relating to foreign currency, or, in general, any interest or instrument commonly known as a security, or instrument for trading speculation, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing, Reportable Fund, Managed Fund, limited offering or partnership, bank loan for the purpose of investing, private placement, or hedge fund investment. Reportable Security does not mean direct obligations of the Government of the United States, high quality short-term debt instruments, bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements, crypto currencies and other blockchain technologies, and shares issued by mutual funds that are not Reportable Funds.

“Solicit a Government Entity for Investment Advisory Services” means a direct or indirect communication with a state or local Government Entity for the purpose of obtaining or retaining investment advisory services business including, but not limited to, the following:

Leading, participating in, or attending a sales/solicitation meeting with a state or local Government Entity, such as a government pension plan or general fund;

Otherwise holding oneself out as part of the Barrow Hanley’s representative or sales/solicitation effort with a state or local Government Entity;

Signing a submission to an RFP in connection with Barrow Hanley’s business;

Making introductions between government officials and Barrow Hanley.

“State or Local Official(s)” means any person, including any election committee for such person, who was, at the time of a Political Contribution, an official, incumbent, candidate, or successful candidate for elective office of a state or local government, including, but not limited to, any state or local agency, authority, or instrumentality, limited exceptions may apply depending on the nature of the office, as identified by the Firm’s CCO.

Policy for Possession of Material Non-Public Information (“MNPI”)

The Firm’s Policy for possession of material non-public information applies to every Person subject to this Code, including Access Persons and their Family Members, and extends to his/her activities within and outside of his/her duties at the Firm. Any questions regarding this policy and procedures should be referred to the Firm’s CCO.

In compliance with Section 204A of the Advisers Act, the Firm forbids any officer, director, Access Person or Family Member, from acting on and/or trading, either personally, on behalf of clients, or others, including accounts managed by the Firm, on material non-public information, or communicating material non-public information to others in violation of the law, frequently referred to as “insider trading”.

The term “material non-public information” means information that is material to a company, a government policy, or other regulatory entity or policy that is not known to the public and is material to the value of such company, or related industry or entity, and if made public would affect the value of such company’s shares, or impact the investment market(s), and investments of a Person, or client.

The term “insider trading” is not defined in the federal securities laws, but generally is used to refer to the use of material non-public information to trade in Securities (whether or not one is an “insider”), or to communicate material non-public information to others. The term “insider information” includes non-public facts about a publicly traded company that may be used to a Person’s financial advantage when trading shares of the Company and includes information about the firm’s securities recommendation(s), and client holdings and transactions. While the law concerning insider trading is not static, it is generally understood that the law prohibits:

Trading by a Person while in possession of material non-public information, (i) whether the Person is an insider or not; (ii) whether the information was disclosed to the Person in violation of an insider’s duty to keep it confidential; whether the information was misappropriated or received inadvertently; or whether the trade was profitable or not.

Communicating material non-public information to others in a breach of fiduciary duty, or for another’s intent to trade on the information.

Information is material if or when there is a substantial likelihood that a reasonable investor would consider it important in making his/her investment decisions(s), or information that is reasonably certain to have a substantial effect on the price of a company’s securities (shares or bonds) whether it is determined factual or a rumor. Information that a Person subject to this Code should consider material includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, debt service and liquidation problems, extraordinary management developments, write-downs or write-offs of assets, additions to reserves for bad debts, new product/services announcements, criminal, civil, and government investigations and indictments. Material information does not have to relate to a company’s business. For example, material information about the contents of any upcoming press release, media column, or blog that may affect the price of a security, and therefore, may be considered material. Disclosure of a mutual fund client’s trades or holdings, or any client’s holdings that are not publicly available, may be considered material information and must be kept confidential. All employees of Barrow Hanley are subject to this Policy and to the Duty of Confidentiality of this Code.

Information is non-public until it has been effectively communicated to the marketplace. A Person must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the SEC, or appearing in the media, internet, or other publications of general circulation would be considered public. A Person should be particularly careful with information received from contacts at public companies or received through their position with Barrow Hanley.

Each Person must consider the following before trading for themselves or others in the Reportable Securities of a company about which that Person has potential inside information:

Is the information material? Is this information that an investor would consider important in making his/her investment decisions? Is this information that would affect the market price of the Reportable Security if generally disclosed?

Is the information non-public? To whom has this information been provided? Has the information been effectively communicated to the marketplace?

The role of the Firm’s CCO is critical to the implementation and maintenance of the Firm’s policy and procedures against insider trading. If, after consideration of the above, a Person believes that the information is material and non-public, or if a Person has questions as to whether the information is material and non-public, that Person should take the following steps:

Report the matter immediately to the Firm’s CCO. After the CCO has reviewed the issue, a determination will be made as to trading or restricting the security, and the employee will be instructed to continue the prohibition against communication or will be allowed to trade and communicate the information.

Do not purchase or sell the securities on behalf of him/herself or others. The Firm may determine to restrict trading in the security for Access Persons, for the clients’ portfolios or both.

Do not communicate the information to anyone inside or outside the Firm, other than to the Firm’s CCO as required under this Policy.

The CCO may communicate potential insider information to outside counsel and compliance/legal personnel at Perpetual, for consultative purposes. In addition, care should be taken so that such information is secure. For example, files containing material non-public information should be sealed; access to computer files containing material non-public information should be restricted. The CCO will review and appropriately document each circumstance where the possibility of insider information has been reported. Further actions to restrict trading in the security, to release a restriction against trading, or to limit trading, are based on the facts and circumstances of the information.

II.

Duty of Confidentiality

Any Person subject to this Code must keep confidential at all times any non-public information they may obtain. This information includes but is not limited to:

Information about a client’s account, including account holdings, recent or pending securities transactions, investment recommendations, and/or activities of the Portfolio Managers and Research Analysts for clients’ accounts;

Information about the Firm’s clients and prospective clients’ investments and account transactions;

Information about the Firm’s personnel, including private personally identifiable information (PII), pay, salary, bonus, equity interest, benefits, position level, performance rating, discipline history, non-business information obtained in the course of the employee’s job, and other things; and

Information about the Firm’s financial information, business activities, including new investment strategies, services, products, technologies, business initiatives, client gains/losses, and negotiated fee details.

The Firm’s personnel have the highest fiduciary obligation to keep confidential information relating to Perpetual to any party that does not have a clear and compelling need to know such information, and to safeguard all confidential information about the Firm and its clients. Barrow Hanley’s Privacy Policy for safeguarding clients’ personal information, account information, and transactions is provided in the Firm’s Compliance Policies and Procedures. The information for data security and systems are provided in the Firm’s IT Security Policies and Procedures.

Nothing in this Code precludes any Access Person from contacting, filing a complaint with, providing information to, or cooperating with an investigation conducted by the U.S. Securities and Exchange Commission or any other governmental agency.

III.

Procedures for Access Persons

In an effort to comply with federal securities regulations and the high standards Barrow Hanley has set to avoid potential conflicts of interest, the following procedures have been adopted:

Who Must Comply with these Procedures?

All employees of Barrow Hanley and their Family Members are subject to, and must comply with, the requirements of this Code. (In general, you must report all securities-related accounts for yourself, household members, and/or any person whose investments you may direct, see Section B., Personal Trading Procedures for Access Persons and Family Members, below.) In addition to employees, under certain circumstances, other individuals who work for or with Barrow Hanley may also be required to comply with this Code (e.g., affiliates, interns, temporary workers, and consultants). A member of Barrow Hanley’s Compliance team will notify such individuals when, and if, they are required to comply.

General Procedures for Access Persons. As defined by this Code, all employees of the Firm are identified as Access Persons and are subject to the following restrictions:

Restriction on Accepting and Giving Gifts of More than de Minimis Value. Without pre- approval of the CCO, Access Persons are restricted from accepting or giving any Gift(s) of more than de minimis value under this Code from/to any Person or entity/organization when the Gift(s) is related to conducting the Firm’s business. Gifts must be reported monthly, or at the time a Gift is accepted or given. Reports should be made in StarCompliance or the Gift and Entertainment Form available on the Firm’s shared file network at: S:\BHMS_Shared\Compliance\Forms

Questions about this Gift policy should be directed to the CCO. A Gift does not include Business Entertainment.

The de minimis amount for accepting a Gift(s) is USD $100 (in total) per Person and is considered to be the annual receipt of Gift(s) from the same source valued at up to USD $100;

The de minimis amount for Gift(s) giving by the Firm or its employees is USD $250 (in total) per Person, and is considered to be the annual giving of Gift(s) to the same Person valued at up to USD $250;

ERISA and Taft Hartley regulations have specific limitations for Gifts and Entertainment and reporting requirements when Gifts are given. To ensure proper reporting the CCO should be notified when an employee intends to give a Gift to an ERISA or Taft Hartley client.

Reporting Business Entertainment. Access Persons, whether the employee is the provider or participant, must report Business Entertainment activity monthly, or at the time it occurs. Extravagant or excessive entertainment is prohibited. Questions about what may be considered extravagant or excessive should be directed to the CCO. Any exceptions to this policy must be approved by the CCO. Business Entertainment should be reported in StarCompliance or on the Gift and Entertainment Form available on the Firm’s shared file network at: S:\BHMS_Shared\Compliance\Forms

Prohibition on Service as a Director or Public Official. Due to the obvious conflict of interest, Access Persons, including Investment Personnel, are prohibited from serving on the board of directors of any publicly traded company, or for-profit company, without prior authorization of the Firm’s CCO. Any such authorization shall be based upon a determination that the board service would be consistent with and not detract from the interests of the Firm’s clients. Authorization of board service shall be subject to a review of such service and implementation of procedures to identify and isolate such a Person from making decisions about investments or trading in that company’s securities, or advising about investing the company’s assets, and adequate disclosure of any conflicts of interest must be provided to the CCO and may be disclosed in the Firm’s Form ADV, and/or other documentation.

Personal Trading Procedures for Access Persons and Family Members. The policies of this Code apply to all employees of the Firm identified as Access Persons and the procedures extend to accounts of which the Access Person is the beneficial owner, or accounts in which he/she has any financial interest, or ability to exercise control or influence over its investments or trading. The procedures also extend to any account belonging to immediate Family Members (including any relative by blood or marriage) living in the Access Person’s household or dependent on the Access Person for financial support. Thus, a Person subject to this Code is required to abide by the following procedures:

Prohibition on Initial Public Offerings (“IPO”). Persons subject to this Code are prohibited from acquiring securities in an initial public offering or secondary offerings.

Prohibition on Initial Coin Offerings (“ICO”). Persons subject to this Code are prohibited from securities transactions involving an initial coin offering.

Restriction on Private Placements. Persons subject to this Code are restricted from acquiring securities in a private placement without prior approval from the Firm’s CCO. In the event that an Access Person receives approval to purchase securities in a private placement, the Access Person must disclose that investment if/when the company intends to offer shares to the public in an IPO and/or if he/she plays any part in the Firm’s later consideration of an investment in the issuer.

Prohibition on purchasing Perpetual securities. Persons subject to this Code are prohibited from acquiring securities issued by the Firm’s parent company, Perpetual Limited (ASX ticker: PPT), or any publicly traded securities of other related or Affiliated Company(s) in their own account or in a client’s account.

Restriction on Options, Swaps, Futures, or Derivatives. Persons subject to this Code are restricted from purchasing or selling any option, swap, future, or derivative on any Security.

Prohibition on Naked Options. Persons subject to this Code are prohibited from trading Options, Swaps, Futures or Derivatives on any Security or instrument that the Access Person does not have previously set-aside shares, Securities, or cash to fulfill the obligation of the transaction.

Prohibition on Short-selling. Persons subject to this Code are prohibited from selling any Security that the Access Person does not own, or otherwise engaging in “short-selling” activities.

Prohibition on Short-term Trading Profits. Persons subject to this Code are prohibited from profiting in the purchase and sale, or sale and purchase, of the same (or related) Reportable Securities within 60 calendar days. Profits realized on such short-term trades are generally subject to disgorgement, as determined by the Firm’s CCO.

Prohibition on Short-term Trading of Managed Funds. Persons subject to this Code are prohibited from short-term trading of any Managed Fund shares. For the purpose of this Code, short-term trading is defined as a purchase and redemption/sell of a Managed Fund’s shares within 30 calendar days. This prohibition does not cover purchases and redemptions/sales: (i) into or out of money market funds or short-term bond funds; (ii) purchases effected on a regular periodic basis by automated means, such as 401(k) purchases, or Voluntary Deferral Plan “VDP” contributions (“automated means” are pre-selected investment allocations; 401(k) or VDP trades that are not automated are subject to at least a 30-day holding period).

Political Contribution and Charitable Contribution Procedures for Access Persons and Family Members. The Firm is prohibited from making political contributions. Employees of Barrow Hanley are prohibited from making Political Contributions in the name of the Firm. As defined by this Code, all employees of the Firm are identified as Access Persons and are subject to the following restrictions:

Personal Political Contributions to Candidates. All Access Persons and their Family Members are limited in the amount of any political contribution to any state or local office holder or candidate to the following: (i) if the Access Person or their Family Member is Eligible to Vote for such candidate, contributions are limited to the di minimus amount of USD $350; (ii) if the Access Person or their Family Member is not entitled to vote for such candidate, contributions are limited to the di minimus amount of USD $150. Certain exceptions to this policy based on the Pay-to-Play Rule may be permitted by the CCO.

Pre-Clearance of Personal Political Contributions and Fundraising Activities. All Access Persons and their Family Members must obtain approval in advance from the CCO before: (i) making any Political Contribution to any state, or local candidate, or official running for state or local office, or candidate for a federal office who is currently a State or Local Official, and (ii) participating in any Political Fundraising Activities. Political Contributions and Political Fundraising Activity will be approved on a case-by-case basis. Pre-clearance should be obtained prior to making a Political Contribution or participating in a Political Fundraising Activity by completing and submitting a Personal Political Contribution Pre- Clearance Form for fundraising activity in StarCompliance or Exhibit E. The CCO will review each request to determine whether the Political Contribution or Political Fundraising Activity is permitted under applicable law and is consistent with this policy.

Prohibition on Certain Political Contributions. Access Persons may not make personal Political Contributions for the purpose of obtaining or retaining advisory contracts with government entities, clients, or for any other business-related purpose. Access Persons also may not consider any of the Firm’s current or anticipated business relationships as a factor in soliciting or making Political Contributions.

Prohibition on Certain Charitable Contributions. Access Persons may not consider any of the Firm’s current or anticipated business relationships as a factor in soliciting or making charitable contributions and may not make charitable contributions for the purpose of obtaining or retaining advisory contracts with government entities or clients. The Firm may make charitable contributions as part of its formal charitable efforts and not for the purpose of obtaining or retaining advisory contracts with government entities or clients and must be made in the name of Barrow Hanley and payable directly to the tax-exempt charitable organization.

Indirect Action by an Access Person. Access Persons are prohibited from doing anything indirectly that, if done directly, would result in a violation of applicable law or this policy. For example, it is a violation of this policy for an Access Person to direct someone on their behalf to make a Political Contribution in excess of applicable limits.

Trading Restriction for Access Persons and Family Members on the Same Day as a Portfolio Directional Trade. Access Persons and Family Members are restricted from purchasing or selling any Reportable Security on the same day the Firm executes a Portfolio Directional Trade in that same security for a client account. Reasonable exceptions may be granted by the CCO when the trade does not appear to affect or harm any client.

IV.

Exempted Transactions

Certain prohibitions and restrictions for Access Persons and Family Members in Section III., B. and D. above, do not apply to:

Purchases or sales of a Reportable Security made on the same day that a cash flow trade is executed in that same security for a client account, as determined and authorized by the Firm’s CCO or her representative;

Purchases which are part of an automatic dividend reinvestment plan, or an automatic investment plan, or automated means of 401(k) purchases, or VDP contributions;

Purchases effected upon the exercise of rights issued by an issuer pro-rata to all holders of a class of its Reportable Securities, to the extent such rights were acquired from such issuer; or sales of such rights so acquired, or sales occurring simultaneously with the exercise of such rights;

Purchases and sales in shares of unaffiliated mutual funds, or ETFs or Options on ETFs. Holdings in unaffiliated mutual funds, ETFs and Options on ETFs must be reported annually, and transactions must be reported quarterly; however, generally trades in unaffiliated mutual funds, ETFs, and Options on ETFs do not require pre-clearance and are exempt from the 60-day holding for realizing a profit. Exceptions to this exemption may apply when an ETF is purchased for a client’s account;

In addition to the above exemptions, the CCO may make exceptions to the restrictions imposed upon persons subject to the Code on a case-by-case basis, as deemed appropriate by the CCO, and which appear upon inquiry and investigation to present no reasonable likelihood of harm to any client.

Compliance Procedures

All access persons are subject to the following procedures:

StarCompliance Application. Access Persons should use the StarCompliance Application for pre- clearance and reporting requirements under this Code. Certain transactions may require written pre-clearance and reporting on Reports identified as Code Exhibits A, B, C, D, or E, and these forms are available on the Firm’s shared drive at: S:\BHMS_Shared\Compliance\Policies.

Records of Reportable Securities Transactions. Access Persons must notify the Firm’s CCO if they or a Family Member have opened a Reportable Account during the quarter. Access Persons must direct their brokers to report into StarCompliance via a data feed or provide the Firm’s CCO with duplicate brokerage confirmations of their Reportable Securities transactions and duplicate statements of their Reportable Account(s).

Pre-Clearance of Reportable Securities Transactions. Access Persons and Family Members must receive prior approval from a designated member of compliance, before purchasing or selling Reportable Securities. Exclusions to this are:

Managed Funds in the Firm’s 401K Plan or VDP Plan,

Exchange Traded Funds (ETFs);

Purchases and sales over which a Person subject to the Code has no direct or indirect influence or control, such as automatic investments in 401K or VDP accounts, Family Trust Funds, or other accounts;

Purchases or sales pursuant to an automatic action under an automated investment plan;

Purchases effected upon exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuers, and sales of such rights so acquired or sales occurring simultaneously with the exercise of such rights, acquisition of securities through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, and other similar corporate reorganizations, or distributions generally applicable to all holders of the same class of securities;

Open-End Investment Company Shares Other Than Managed Funds. This Code provides a limited exception on Reportable Securities from pre-clearance and short-term trading profit requirements; securities under this exception include ETFs. (Reportable Funds must be held 30 days).

Pre-Clearance for Reportable Securities is Valid for That Trading Day. Personal Reportable Securities transactions should be pre-cleared using the StarCompliance or Exhibit D, Personal Reportable Securities Transaction(s) Pre-Clearance Form. The CCO or another authorized member of the compliance team may approve transactions which appear upon inquiry and investigation to present no reasonable likelihood of harm to any client. Exceptions to this requirement may include the CCO’s approval of a pre-clearance request(s) for a calendar week for trades in Reportable Securities that are not held in a client’s account, do not fit the Firm’s investment strategies, and are thinly traded such that a trade order will not likely be filled on the day of the pre-clearance.

Pre-Clearance of Any Transaction in a Managed Fund. All Access Persons and Family Members must receive prior written approval from a designated member of compliance before purchasing or selling any Managed Fund. Pre-clearance for Managed Funds is valid for that trading day. This pre-clearance requirement does not cover purchases and redemptions/sales: (i) into or out of money market funds or short-term bond funds; (ii) effected on a regular periodic basis by automated means, such as 401(k) purchases and VDP transactions, or (iii) 401(k) investment reallocation.

Disclosure of Personal Holdings, and Certification of Compliance with the Code of Ethics and Conduct. All Access Persons must disclose to the Firm’s CCO all personal Reportable Securities holdings at commencement of employment, and annually thereafter as of December 31. Every Access Person must certify on Exhibit A, Initial Report of Access Persons, or Exhibit B, Annual Report of Access Persons, or through StarCompliance:

The employee recognizes that he/she and family member(s) is subject to all provisions and prohibitions of this Code, and has read, understands, and will follow the Code’s requirements;

The employee and family member(s) have complied with the requirements of this Code, and have reported all personal Reportable Securities, Reportable Accounts, holdings in Managed Funds, and Personal Transactions;

Initial holdings report must be made within ten days of hire.

Reporting Requirements. The CCO of the Firm will notify each Access Person that he/she is subject to these reporting requirements, will deliver a copy of this Code to each Access Person prior to, or upon, their date of employment, and at any time the Code is amended, and will train each Access Person on appropriate compliance matters. A member of the compliance team will train employees to use StarCompliance for personal reporting.

Reportable Securities managed by a third-party in a discretionary advisory account are subject to the annual reporting requirements contained in this Section and are excluded from certain other provisions and prohibitions of the Code. (IPOs and private placements are not excluded.)

Reports, personal trades and holdings, and other information submitted pursuant to this Code shall be reviewed periodically by the CCO, kept confidential, and when necessary, provided to the CEO of the Firm, Perpetual, the Firm’s legal counsel, regulatory authorities, or auditors upon appropriate request. The designated backup to the CCO is responsible for reviewing and monitoring the personal securities transactions of the CCO, and for assuming the responsibilities of the CCO in her absence.

Every Access Person must report to the CCO all Reportable Accounts currently open at the time of his/her initial employment, and any new Reportable Account (this includes any account belonging to Family Members) opened, including the name of the bank or brokerage, the account number, and date the account was opened, and must disclose the new Reportable Account with his/her quarterly transaction report. Information reported in StarCompliance or on Exhibit A must be current within at least 45 days of the date of his/her employment.

Every Access Person must report to the CCO of the Firm any/all Reportable Account(s) and any/all personal Securities holdings (this includes any account(s) or holdings belonging to Family Members) at the time of his/her initial employment with the Firm. A report must be made through StarCompliance or the designated form, Exhibit A, Initial Report of Access Persons, with account statements attached containing the following information:

Name and principal amount of the Reportable Security, ticker or CUSIP, share quantity, bond quantity, interest rate, and/or maturity date;

Name and account number of the Reportable Account where the Reportable Security is held;

Name of any broker, dealer, or bank with which the Access Person maintains an account in which any Reportable Securities are held for the Access Person’s direct or indirect benefit (account statements may be attached); and

The date the Access Person submits the report.

Every Access Person must report to the CCO of the Firm the information described in Paragraph 4 of this Section with respect to transactions in any Reportable Security in which such Access Person has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership in the Reportable Security.

Quarterly transaction reports must be made no later than thirty days after the end of the calendar quarter in which the transaction was executed. Every Access Person is required to submit a report for all periods, including those periods in which no Reportable Securities transactions were executed. A report should be made through StarCompliance, or the designated form, Exhibit C, Quarterly Report of Access Persons, account statements may be attached to the form for reporting purposes, containing the following information:

The Reportable Security name, ticker and/or CUSIP, interest rate, maturity date, the share quantity, bond quantity, and the principal amount of each Reportable Security transacted;

The nature of the transaction (i.e., purchase or sale);

The price at which the transaction was executed;

The name of the broker, dealer or bank with or through whom the transaction was executed. Trade confirmations of all personal transactions and copies of periodic Reportable Account statements may be attached to Exhibit C to fulfill the reporting requirement;

The name of the broker, dealer, or bank with whom the Access Person established a new Reportable Account during the period and the date the account was established;

The date of the transaction(s) and, if different, the date that the report is submitted by the Access Person.

Every Access Person must report to the CCO all Political Contributions (this includes contributions made by Family Members) described in Section III.C. of this Code, Restrictions for Access Persons. made during the quarter. A report should be made using StarCompliance or Exhibit E, Political Contribution Pre-Clearance Form.

Every Access Person should report Gifts accepted or given, and/or Business Entertainment as a provider or participant, using StarCompliance or the Gift & Entertainment Report. Gifts and Entertainment must be reported monthly or upon each occurrence.

A member of the compliance team or the CCO shall periodically review the reports provided by the Firm’s Access Persons. Review will include personal transactions and brokerage activity in StarCompliance, personal brokerage statements and holdings, and Political Contributions, among other things.

Conflict of Interest. Every Access Person must notify the CCO of any personal conflict of interest relationship which may involve the Firm's clients, such as the existence of any economic relationship between their transactions and Reportable Securities held or to be acquired by any client’s account. Such notification shall occur in the pre-clearance process or immediately upon becoming aware of the conflict.

The CCO must implement and enforce this Code, maintain copies of the Code, keep records of Code violations, and maintain records of Access Persons’ reports as required by the Code.

A designated member of the firm serves as the backup to the Chief Compliance Officer. The designated member reviews and signs-off on the CCO’s personal reports required under the Code and Compliance Manual. Other compliance personnel may be designated to perform certain functions of the CCO. In the absence of the CCO, the designated backup to the CCO may perform all duties of the CCO as defined in the Code and must report to the CCO any disclosed conflicts or violations that may have occurred in her absence.

VI.

CCO’s Authority and Duties

The Firm’s CCO has a fiduciary duty to the Firm’s clients and to Barrow Hanley and is responsible for enforcing and monitoring this Code. The CCO is authorized to grant reasonable exceptions to the provisions and prohibitions of this Code, as permitted by law, and when such exceptions do not conflict with a client’s interests.

VII.

Reporting of Violations

Any Access Person of the Firm who becomes aware of a violation of (i) this Code of Ethics and Conduct, (ii) the Compliance Policies and Procedures, (iii) the Employee Handbook, (iv) the IT Security Policies & Procedures, or (v) any other internal policies or procedures, must promptly report such violation to the Firm’s CCO or the CEO. This reporting requirement includes self-reporting when an employee discovers he/she has violated an internal policy.

The Firm’s CCO must report to the Firm’s Board of Managers all material violations of this Code, the Compliance Policies and Procedures, the Employee Handbook, or other internal controls. Material violations may be reported to the CCO of any Managed Fund client, as required.

The CCO and CEO will consider reports made to the Board and determine what sanctions, if any, should be imposed.

VIII.

Reporting to the Board of Managers

Upon request, the Firm’s CCO will prepare an annual report relating to this Code to the Boards of Managed Funds. Such annual report will:

Summarize existing procedures concerning personal investing and any changes in the procedures made during the past year;

Identify any violations requiring significant remedial action during the past year; and

Identify any recommended changes in the existing restrictions or procedures based upon the Firm's experience under the Code, evolving industry practices, or developments in applicable laws or regulations.

IX.

Sanctions

This Code provides disciplinary measures for violations, as follows:

Upon discovering a violation of this Code by an Access Person or Family Member, the CCO may impose sanctions as deemed appropriate, including, among other things:

Disgorgement: The Firm generally requires that profits realized on transactions made in violation of the Code’s procedures be disgorged. A charity shall be selected by the Firm to receive any disgorged or relinquished amounts.

Extended Holding Period: Any security purchased during the black-out period may be prohibited from being sold for six months.

Unwinding the transaction: Purchases or sales made during a black-out period may be required to be reversed and any profit may be disgorged.

The Pay-to-Play Rule imposes a two-year ban on an adviser’s ability to receive compensation for advisory services if the Firm or certain of its Covered Associates makes certain Political Contributions to a State or Local Official over the de minimus amount.

For sanctions imposed, a memo of correction, suspension, or termination of employment will be retained according to the Code’s records retention requirement. This includes violations committed by a Family Member.

Retention of Records

This Code and the Firm’s Compliance Policies and Procedures require all books and records related to this Code to be retained, including:

Code of Ethics and Conduct Records. This Code (and prior versions in effect during the past seven years), a copy of the reports made by each Access Person, each memorandum made by the Firm’s CCO, and a record of any violation and actions taken as a result of such violation, must be maintained by the Firm for a minimum of seven years.

Political Contribution Records. A list of: (i) all Access Persons; (ii) all government entities to which the Firm provides or has provided investment advisory services or which are or were investors in any covered investment pool to which the Firm has provided services in the past five years; (iii) all direct or indirect Political Contributions made by any Access Person to an official of a Government Entity, or direct or indirect payments to a political party of a state or political subdivision thereof, or to a PAC; and (iv) the name and business address of each regulated Person to whom the Firm provides or agrees to provide, directly or indirectly, payment to solicit a Government Entity for investment advisory services on its behalf. Records relating to Political Contributions must be listed in chronological order and must indicate: (i) the name and title of each contributor; (ii) the name and title of each recipient; (iii) the amount and date of each Political Contribution; and (iv) whether any such Political Contribution was the subject of the exception for returned Political Contributions.

Exhibits

Exhibit A – Initial Report of Access Persons

Exhibit B – Annual Report of Access Persons

Exhibit C – Quarterly Transactions Report of Access Persons

Exhibit D – Personal Reportable Securities Transaction Pre-Clearance Form of Access Persons

Exhibit E – Personal Political Contribution Pre-Clearance Form of Access Persons

Exhibit F – List of Reportable Funds of Access Persons

BARROW HANLEY GLOBAL INVESTORS

CODE OF ETHICS AND CONDUCT

Initial Report of Access Persons

To the Chief Compliance Officer of Barrow Hanley Global Investors (“Barrow Hanley”), I certify:

1. I acknowledge receipt of the Code of Ethics and Conduct for Barrow Hanley.

2. I recognize that I am subject to Barrow Hanley’s Code as an Access Person and have read, understood, and will follow the Code.

3. Except as noted below, I have no knowledge of the existence of any personal conflict of interest relationship which may involve the Firm, such as any economic relationship between my transactions and Securities held or to be acquired by Barrow Hanley or any of its portfolios.

4. As of the date below I and/or a Family Member had a direct or indirect ownership in the following Reportable Securities (brokerage or financial statements may be attached):

SECURITY NAME/TYPE/TICKER/CUSIP INTEREST RATE & MATURITY DATE	NUMBER OF SHARES	PRINCIPAL VALUE	TYPE OF INTEREST (DIRECT OR INDIRECT)

BARROW HANLEY GLOBAL INVESTORS

2200 Ross Avenue, 31^st Floor | Dallas, TX 75201 | (214) 665-1900

Exhibit A

BARROW HANLEY GLOBAL INVESTORS

CODE OF ETHICS AND CONDUCT

Initial Report of Access Persons

(Continued)

5. I and/or a Family Member have the following Reportable Accounts open and have directed the bank or brokerage to send duplicate confirmations and statements to Barrow Hanley:

NAME OF FIRM	TYPE OF INTEREST (DIRECT OR INDIRECT)

6. I and/or a Family Member have made the following Political Contributions in the previous 2 years:

NAME OF CANDIDATE

DATE OF

CONTRIBUTION

TYPE OF POLITICAL

ACTIVITY/

CONTRIBUTION

Date:	Signature:
	Print Name:
	Title:
	Employer:	Barrow Hanley Global Investors
Date:	Signature:
		Firm’s CCO

BARROW HANLEY GLOBAL INVESTORS

2200 Ross Avenue, 31^st Floor | Dallas, TX 75201 | (214) 665-1900

Exhibit A

BARROW HANLEY GLOBAL INVESTORS

CODE OF ETHICS AND CONDUCT

Annual Report of Access Persons

To the Chief Compliance Officer of Barrow Hanley Global Investors, (“Barrow Hanley”), I certify:

1. That I am subject to the Code as an Access Person, I have read, understood, and agree to follow the Code.

2. During the year ended December 31, 20___, I have complied with the reporting requirements of the Code regarding personal transactions that I, and/or a Family Member, have executed.

3. I have not disclosed confidential information of the Firm to any Persons outside, or inside, Barrow Hanley or PPT, except where it was required for the execution of the Firm’s business.

4. Except as noted below, I have no knowledge of the existence of any personal conflict of interest relationship which may involve the Firm, such as any economic relationship between my transactions and securities held or to be acquired by Barrow Hanley or any of its portfolios.

5. During the year I have abided by the requirements of Barrow Hanley’s Code of Ethics and Conduct.

6. As of December 31, 20___, I and/or a Family Member had a direct or indirect Beneficial Ownership in the following Reportable Securities:

SECURITY NAME/TYPE/TICKER/CUSIP INTEREST RATE & MATURITY DATE	NUMBER OF SHARES	PRINCIPAL VALUE	TYPE OF INTEREST (DIRECT OR INDIRECT)

BARROW HANLEY GLOBAL INVESTORS

2200 Ross Avenue, 31^st Floor | Dallas, TX 75201 | (214) 665-1900

Exhibit B

BARROW HANLEY GLOBAL INVESTORS

CODE OF ETHICS AND CONDUCT

Annual Report of Access Persons

(Continued)

7. I and/or a Family Member have the following Reportable Accounts open, and I have directed the bank or brokerage firm to send duplicate confirmations and statements to Barrow Hanley:

NAME OF FIRM	TYPE OF INTEREST (DIRECT OR INDIRECT)

Date:	Signature:
	Print Name:
	Title:
	Employer:	Barrow Hanley Global Investors
Date:	Signature:
		Firm’s CCO

BARROW HANLEY GLOBAL INVESTORS

2200 Ross Avenue, 31^st Floor | Dallas, TX 75201 | (214) 665-1900

Exhibit B

BARROW HANLEY GLOBAL INVESTORS

CODE OF ETHICS AND CONDUCT

Quarterly Transactions Report of Access Persons

For the Calendar Quarter Ended: ____________________

To the Chief Compliance Officer of Barrow Hanley Global Investors:

1. During the quarter identified above, the following transactions were made in Reportable Securities and are required to be reported under the Barrow Hanley Code of Ethics and Conduct:

SECURITY NAME/TYPE/TICKER/CUSIP INTEREST RATE & MATURITY DATE	DATE OF TRANSACTION	NUMBER OF SHARES	DOLLAR AMOUNT OF TRANSACTION	NATURE OF TRANSACTION (Purchase, Sale, Other)	PRICE	BROKER/ DEALER OR BANK NAME

2. During the quarter identified above, the following Reportable Accounts were opened with direct or indirect beneficial ownership and are required to be reported under the Code.

NAME OF FIRM

TYPE OF INTEREST

(DIRECT OR INDIRECT)

DATE ACCOUNT OPENED

BARROW HANLEY GLOBAL INVESTORS

2200 Ross Avenue, 31^st Floor | Dallas, TX 75201 | (214) 665-1900

Exhibit C

BARROW HANLEY GLOBAL INVESTORS

CODE OF ETHICS AND CONDUCT

Quarterly Transactions Report of Access Persons

For the Calendar Quarter Ended: ___________

(Continued)

3. During the quarter identified above, the following Political Contributions were made, and are required to be reported under the Code.

NAME OF CANDIDATE	DATE OF CONTRIBUTION	TYPE OF POLITICAL ACTIVITY/ CONTRIBUTION

5. During the quarter I have abided by the requirements of Barrow Hanley’s Code of Ethics and Conduct.

Date:	Signature:
	Print Name:
	Title:
	Employer:	Barrow Hanley Global Investors
Date:	Signature:
		Firm’s CCO

BARROW HANLEY GLOBAL INVESTORS

2200 Ross Avenue, 31^st Floor | Dallas, TX 75201 | (214) 665-1900

Exhibit C

BARROW HANLEY GLOBAL INVESTORS

CODE OF ETHICS AND CONDUCT

Personal Reportable Securities Transaction Pre-Clearance Form of Access Persons

(See Code of Ethics and Conduct, V. Compliance Procedures, Section C.)

To the Chief Compliance Officer of Barrow Hanley Global Investors:

Pre-clearance is requested for the following proposed transactions:

SECURITY NAME/TYPE/TICKER/CUSIP	NUMBER OF	DOLLAR AMOUNT OF	NATURE OF TRANSACTION (Purchase, Sale,	PRICE (or Proposed	BROKER /DEALER OR BANK THROUGH WHOM	AUTHORIZED
INTEREST RATE & MATURITY DATE	SHARES	TRANSACTION	Other)	Price)	EFFECTED	YES	NO

Date:	Signature:
	Print Name:
	Title:
	Employer:	Barrow Hanley Global Investors
Date:	Signature:
		Firm’s CCO

BARROW HANLEY GLOBAL INVESTORS

2200 Ross Avenue, 31^st Floor | Dallas, TX 75201 | (214) 665-1900

Exhibit D

BARROW HANLEY GLOBAL INVESTORS

CODE OF ETHICS AND CONDUCT

Personal Political Contribution Pre-Clearance Form of Access Persons

(See Code of Ethics and Conduct, III. Procedures for Access Persons, Section C.2)

To the Chief Compliance Officer of Barrow Hanley Global Investors:

Pre-clearance is requested for the following proposed Political Contribution(s):

		STATE AND COUNTY OF	WHAT OFFICE IS	IS COVERED PERSON ELIGIBLE TO VOTE FOR	AUTHORIZED
NAME OF CANDIDATE	AMOUNT	ELECTION	CANDIDATE SEEKING?	CANDIDATE?	YES	NO

Date:	Signature:
	Print Name:
	Title:
	Employer:	Barrow Hanley Global Investors
Date:	Signature:
		Firm’s CCO

BARROW HANLEY GLOBAL INVESTORS

2200 Ross Avenue, 31^st Floor | Dallas, TX 75201 | (214) 665-1900

Exhibit E

BARROW HANLEY GLOBAL INVESTORS

CODE OF ETHICS AND CONDUCT

List of Reportable Funds of Access Persons

(See Code of Ethics and Conduct, V. Compliance Procedures, Section F.)

U.S. Registered Funds – 26

American Beacon Balanced Fund

American Beacon Diversified Fund

American Beacon Large Cap Value Fund

American Beacon Small Cap Value Fund

Barrow Hanley Concentrated Emerging Markets ESG Opportunities Fund

Barrow Hanley Credit Opportunities Fund

Barrow Hanley Emerging Markets Value Fund

Barrow Hanley Floating Rate Fund

Barrow Hanley International Value Fund

Barrow Hanley Total Return Bond Fund

Barrow Hanley US Value Opportunities Fund

Brinker - Destinations International Equity Fund

Edward D. Jones - Bridge Builder Large Value Fund

Equitable - 1290 VT Equity Income Portfolio

GuideStone Value Equity Fund

MassMutual Fundamental Value Fund

MassMutual Small Cap Value Equity Fund

Mercer Emerging Markets Equity Fund

MML Income & Growth Fund

Principal LargeCap Value III Fund

Principal Overseas Fund

Timothy Plan Defensive Strategies Fund

Timothy Plan Fixed Income Fund

Timothy Plan Growth & Income Fund

Timothy Plan High Yield Bond Fund

Touchstone Value Fund

Non-U.S. Registered Funds – 12

Australia

Barrow Hanley Emerging Markets Fund

Barrow Hanley Global Equity Trust

Colonial First State Investments Ltd -

Commonwealth Global Shares Fund 5

Perpetual Global Share Fund

Perpetual Select International Share Fund

Canada

Integra U.S. Value Growth Fund

Leith Wheeler Emerging Markets Equity Fund

Ireland

Barrow Hanley Global ESG Value Equity Fund

Barrow Hanley Concentrated Emerging Markets ESG Fund

Barrow Hanley US ESG Value Opportunities Fund

Old Mutual Value Global Equity Fund

United Kingdom

F&C Investment Trust plc

Non-Registered Funds – 3

Cayman Islands

EQ Offshore Aggressive Multimanager Fund

EQ Offshore Conservative Multimanager Fund

EQ Offshore Moderate Multimanager Fund

As of January 1, 2023

BARROW HANLEY GLOBAL INVESTORS

2200 Ross Avenue, 31^st Floor | Dallas, TX 75201 | (214) 665-1900

Exhibit F

BARROW HANLEY GLOBAL INVESTORS

CODE OF ETHICS AND CONDUCT

List of Reportable Funds of Access Persons

(See Code of Ethics and Conduct, V. Compliance Procedures, Section F.)

(Continued)

Trillium Advised and Sub-Advised Registered Funds

Fund Name	Share Class	Symbol	Domicile	Role
ESG Global Conviction	I	TREGIDU	US	Advisor
Green Century Balanced Fund	Retail	GCBLX	US	Sub-Advisor
Green Century Balanced Fund	Institutional	GCBUX	US	Sub-Advisor
JHF ESG Large Cap Core Fund	A	JHJAX	US	Sub-Advisor
JHF ESG Large Cap Core Fund	C	JHJCX	US	Sub-Advisor
JHF ESG Large Cap Core Fund	I	JHJIX	US	Sub-Advisor
JHF ESG Large Cap Core Fund	R6	JHJRX	US	Sub-Advisor
Trillium ESG Global Equity Fund	Retail	PORTX	US	Advisor
Trillium ESG Global Equity Fund	Institutional	PORIX	US	Advisor
Trillium ESG Global Equity Fund	A	PER2095AU	Australia	Sub-Advisor
Trillium ESG Small/Mid Cap Fund	Institutional	TSMDX	US	Advisor

BARROW HANLEY GLOBAL INVESTORS

2200 Ross Avenue, 31^st Floor | Dallas, TX 75201 | (214) 665-1900

Exhibit F

BARROW HANLEY GLOBAL INVESTORS

CODE OF ETHICS AND CONDUCT

List of Reportable Funds of Access Persons

(See Code of Ethics and Conduct, V. Compliance Procedures, Section F.)

(Continued)

Pendal Group Advised Registered Funds

JOHCM Global Income Builder Fund	Institutional Advisor Investor	JOBIX	US	Advisor
JOHCM Credit Income Fund	Institutional Advisor Investor	JOCIX	US	Advisor
JOHCM Emerging Markets Opportunities Fund	Institutional Advisor Investor	JOEMX	US	Advisor
JOHCM Emerging Markets Discovery Fund	Institutional Advisor	JOMEX	US	Advisor
JOHCM International Opportunities Fund	Institutional	JOPSX	US	Advisor
JOHCM International Select Fund	Institutional Investor	JOHIX	US	Advisor
JOHCM Global Select Fund	Institutional Advisor	JOGIX	US	Advisor
Regnan Global Equity Impact Solutions	Institutional	REGIX	US	Advisor
TSW High Yield Bond Fund	Institutional	TSWHX	US	Advisor
TSW Large Cap Value Fund	Institutional	TSWEX	US	Advisor

As of January 31, 2023

BARROW HANLEY GLOBAL INVESTORS

2200 Ross Avenue, 31^st Floor | Dallas, TX 75201 | (214) 665-1900

Exhibit F

EX-99.28 11 fp0088171-1_ex9928p3.htm

CODE OF ETHICS

February 1, 2023

CONFIDENTIAL

1205 Westlakes Drive ❘ Suite 100 ❘ Berwyn, Pa ❘ 19312 ❘ 610-296-1400

For Internal Use Only

Chartwell Investment Partners, LLC

Code of Ethics

Contents

A.	Chartwell Code of Ethics	2
B.	Code of Conduct	3
C.	Personal Securities Transactions	3
D.	Initial Public Offerings (“IPO”) and Private Placements	10
E.	Gifts and Entertainment	10
F.	Political Contributions	11
G.	Outside Business Activities	12
H.	Insider Trading and Protection of Confidential Information	13
I.	Administration of Code of Ethics, Reporting Violations and Sanctions	14

Note: As of February 1, 2021, Chartwell Investment Partners, LLC migrated to an automated system for reporting and approval of employee personal trading, gifts and entertainment, political contributions, and periodic attestation activity. MyComplianceOffice (“MCO”) is the compliance system Chartwell has chosen to utilize for compliance activities and monitoring. MCO has been added to Code of Ethics and referenced throughout.

For Internal Use Only

Chartwell Code of Ethics

Chartwell Investment Partners (“Chartwell”), an SEC Registered Investment Adviser, is bound to uphold Rule 204A-1, the Code of Ethics rule. This Code is designed to comply with Rule 17j-l of the Investment Company Act of 1940 (“1940 Act”) and Rule 204A-1 of the Investment Advisers Act of 1940 (the “Advisers Act”). Rule 17j-1 and Rule 204A-1 apply because Chartwell serves as sub-adviser to registered investment companies (collectively referred to as the “Fund(s)”), as well as other individual and institutional customers. This Code seeks to serve and safeguard Chartwell’s clients by setting forth provisions reasonably necessary to ensure compliance with applicable federal securities laws¹.

All Chartwell Associates (“Associates”)² must act in accordance with this Code of Ethics and Personal Trading Policy and are deemed to be Access Persons in accordance with Rule 204A-1. All Associates, including anyone who provides advice on the firms’ behalf and has access to client and/or proprietary (nonpublic) information are covered by this Code of Ethics and subject to the policies and procedures herein.³ The Code of Ethics is based on the principle that all Chartwell Associates owe a fiduciary duty to the Firm’s clients to conduct their affairs, including their personal securities transactions, at all times in accordance with federal securities laws and in such a manner as to avoid: (i) serving their own personal interests ahead of clients; (ii) taking advantage of their position; and (iii) any actual or potential conflicts of interest.

Please direct any questions about the Chartwell Code of Ethics or the policies or procedures herein to the Chief Compliance Officer (“CCO”) or Compliance Department (“Compliance”). All violations of the Code of Ethics must be reported immediately to Compliance. Pursuant to SEC Regulation 21F, the Securities Whistleblower Incentives and Protection, Chartwell will not retaliate against any Associate who in good faith, self-reports a violation or reports a violation observed in respect of another Associate.

With regard to Chartwell’s service as sub-adviser to the Fund(s), Rule 17j-1 imposes additional duties. Under Rule 17j-1, it is unlawful for certain persons, including any officer, director or trustee of the Adviser, in connection with the purchase or sale by such person of a security “held or to be acquired” by the Fund⁴:

To employ any device, scheme or artifice to defraud the Fund;

II.

To make any untrue statement of a material fact to the Fund or omit to state a material fact necessary in order to make the statements made to the Fund, in light of the circumstances under which they are made, not misleading;

“Federal Securities Laws” means the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Commission under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the Commission or the Department of the Treasury.

Includes all employees, partners, officers, temporary employees engaged by Chartwell for a period longer than 3 months, and other persons who provide advice on the firms’ behalf.

Members of the firm's Board of Directors are not subject to personal trading policies unless such Directors are involved in making securities recommendations to clients or have access to such recommendations that are nonpublic or have access to nonpublic information regarding client transactions or the portfolio holdings of any reportable fund hereunder.

⁴

A security “held or to be acquired” is defined as (a) if within the most recent fifteen (15) days it (i) is or has been held by a Fund or any other Client, or (ii) is being or has been considered by a Fund for purchase by a Fund or any other client, and (b) any option to purchase or sell, and any security convertible into or exchangeable for such a security.

For Internal Use Only

III.

To engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon the Fund; or

IV.

To engage in any manipulative practice with respect to the Fund.

Code of Conduct

Associates must put the interests of Chartwell clients first before their self-interest and interests of Chartwell.

II.

Associates must avoid any actual or potential conflicts of interest between themselves, Chartwell and Chartwell’s clients.

III.

Associates must conduct personal trading activities in a manner consistent with this Code of Ethics.

IV.

Associates must not use his or her position with Chartwell or any investment opportunities he or she learns of because of his or her position with Chartwell, to the detriment of Chartwell’s clients.

Associates must comply fully with all applicable federal securities laws and regulatory requirements.

VI.

Associates should promptly report any situation or transaction that could be perceived to be an actual or potential conflict of interest or risk to the business or violation of this Code to Compliance.

Personal Securities Transactions

Consistent with the principles outlined in the Chartwell Code of Conduct, Associates are not permitted to ‘front-run’ any securities transactions of a client, or to ‘scalp’ by making recommendations for clients with the intent of personally profiting from personal holdings or transactions in the same or related securities.

Even if not specifically prohibited in the definitions as defined here (see ‘Definitions’), certain personal trading activities may create or appear to create conflicts of interest. If an Associate has any doubt whether a personal trade raises a conflict of interest, the Associate should consult Compliance before trading. If the CCO determines that a certain personal trading activity is not permitted, the Associate must refrain from or terminate the activity immediately.

The personal trading requirements, restrictions and reporting obligations in this Code of Ethics apply to all Associates and their Immediate Family Members (see ‘Definitions’). All Associates and their Immediate Family Members may only effect personal securities transactions in Pre-clearance Securities (see ‘Definitions’) if pre-clearance has been approved by Compliance, subject to the guidelines herein.

For Internal Use Only

All personal securities transactions approved by Compliance must be executed by the end of the next calendar day following the date of the approval. If the transaction is not executed by the end of the calendar day following the date of approval, the securities transaction must be re-submitted for approval by Compliance prior to transacting. Associates cannot place any “limit” “good until cancelled” or “stop” that does not expire on the following day on which approval was granted.

Definitions

Approved Brokers – Associates are required to open broker accounts that hold or could hold Covered Securities with an Approved Broker. With the exception of grandfathered broker accounts (accounts opened by existing employees prior to January 1, 2021), all personal accounts must be held with brokers on the below list of Approved Brokers:

Ameriprise

Bank of America Merrill Lynch

E*Trade

Fidelity

Interactive Brokers

LPL

Morgan Stanley

Raymond James

Schwab

10)

TD Ameritrade

11)

UBS

12)

Ultimus Fund Solutions

13)

Vanguard

14)

Wells Fargo

Automatic Broker Feed – an electronic connection between your broker and MCO which automatically feeds transactions and holding information to Compliance for your Reportable Accounts. Associates who have Automatic Broker Feeds generally do not need to provide transactions or holdings reporting as required at quarter and year ends; however, any Reportable Accounts with Automatic Broker Feeds must always be registered in MCO. Associates must add a new Reportable Account to MCO as soon as it is established and no later than the subsequent quarter end as part of the quarterly Reportable Account attestation. Failure to do so will result in a violation of the Code of Ethics which requires that all holdings and transactions are reported within 30 days of quarter end.

Automatic Investment Plan – An Automatic Investment Plan is a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with predetermined schedules and allocations. An automatic investment plan includes 401(k) plans and dividend reinvestment plans. Transactions in Automatic Investment Plans are exempt from reporting and pre-clearance.

Beneficial Ownership – A person has beneficial ownership of a security if he or she, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares direct or indirect interest in the security. This definition has the same meaning as in Securities Exchange Act Rule 16a-1(a)(2).

For Internal Use Only

Blackout Period – All Pre-clearance Securities traded by client accounts have a blackout period of 3 calendar days before and 3 calendar days after the client account trade in which Associates are restricted from purchasing or selling the same security.

Covered Securities – includes all securities, derivatives, bank debt, trade claims and similar investments unless specifically excluded below. Covered Securities include, without limitation, the following:

Debt and equity securities (inclusive of both public and private securities), including Initial Public Offerings (“IPO”)

Futures, warrants, options and swaps on any securities, currencies, interest rates or commodities

Direct obligations of state and municipal governments

Convertible bonds

Derivatives

Exchange-traded funds (“ETF”), Exchange-traded notes (“ETN”) or options thereon

Private Placements including transactions in limited offerings

Chartwell managed and sub-advised open-end and closed-end mutual funds (“Reportable Funds”)

Unit investment trusts

10)

Closed-end mutual funds and open-end mutual funds not registered in the U.S.

The term “Covered Securities” does not include the following:

Direct obligations of the Government of the United States (such as treasury bills, notes, bonds and derivatives thereof)

Money market instruments - bankers' acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high-quality short-term debt instruments

Shares issued by money market funds

Share issued by open-end and closed-end mutual funds registered in the U.S., and are not Chartwell managed and sub-advised .

Immediate Family - Immediate Family includes an Associate’s spouse or domestic partner, children under the age of 18 (regardless of whether or not sharing the same household) and any of the following relationships sharing the same household: child over the age of 18, stepchild, grandchild, parent, stepparent, grandparent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships.

For Internal Use Only

Managed Account – Blind trusts (where there is no visibility over the selection of investments and no control over them), discretionary accounts (where a broker/wealth manager acts with complete discretion and you and your immediate family do not communicate with the broker/wealth manager in advance of trades) or other accounts over which you do not have any influence or control are Reportable Accounts but do not require pre-clearance of Covered Securities.

For any new Managed Accounts, you must complete a disclosure (through MCO) which includes information about the account, broker/wealth manager, and other pertinent information. Compliance requires that the broker/wealth manager provide certification that the broker/wealth manager has complete discretion over the account and provide other relevant information. Annually, Associates must complete the Managed Account Disclosure covering any Managed Accounts held during the year.

Manual Broker Feed Account– A Reportable Account that does not have an Automatic Broker Feed. Associates will be required to input trades and holdings into MCO for all Manual Broker Feed Accounts. Quarterly, Associates will need to provide trade confirmations for all trades of Covered Securities and broker account statements for all holdings. Trade confirms and account statements should be uploaded into MCO. Associates are not permitted to open new Manual Broker Feed Accounts. New Reportable Accounts must be opened with an Approved Broker (see

Approved Brokers for list).

Pre-clearance Security – Any Covered Security below is considered a pre-clearance Security:

Equities (from any country)

IPOs

Private placements

Equity-like securities (warrants, options, futures, swaps, etc. on individual equities)

Convertible bonds, corporate debt, and all other fixed income securities

Chartwell sub-advised open- and closed-end mutual funds (Reportable Funds) ⁹

Pre-clearance Securities do not include the following:

Raymond James common stock and corporate debt (bonds)

Direct obligations of the U.S. Government (such as treasury bills, notes, bonds and derivatives thereof)

Money market instruments - bankers' acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high-quality short-term debt instruments

⁹

“Reportable Fund” means (a) any fund for which Chartwell serves as the investment adviser/sub-adviser as defined in section 2(a)(20) of the Investment Company Act of 1940; or (b) any fund whose investment adviser or principal underwriter controls Chartwell, is controlled by Chartwell, or is under common control with Chartwell. Currently, the Carillon Chartwell Income Fund, Carillon Chartwell Short Duration High Yield Fund, Carillon Chartwell Short Duration Bond Fund, Carillon Chartwell Small Cap Value Fund, Carillon Chartwell Small Cap Growth Fund, Carillon Chartwell Mid Cap Value Fund, First Trust Enhanced Equity Income Fund, Timothy Plan Aggressive Growth and Large/Mid Cap Growth Funds and Pear Tree Quality Fund are considered to be Reportable Funds.

For Internal Use Only

Shares issued by money market funds

Municipal bonds

Mutual funds (excluding Chartwell Reportable Funds)

Closed End Funds (excluding Chartwell Reportable Funds)

ETFs and ETNs

ETF and ETN options

10)

Derivatives on indexes or commodities

11)

Unit investment trusts

Reportable Account – Any broker, dealer or bank account held for the direct or indirect benefit for you or your immediate family and which contain or could contain Covered Securities. The personal account trading and reporting rules apply to all Reportable Accounts in which you or your immediate family have direct or indirect control and include:

	-	Accounts in the name of or registered to you

	-	Accounts registered to your immediate family

	-	Accounts in which you or your immediate family is a beneficiary or you or they have a beneficial interest

	-	Accounts in which you or your immediate family directly or indirectly control (such as a trustee), participates in, or have the right to control or participate in, investment decisions

Managed Accounts

Associates do not need pre-approval from Compliance to open a new Reportable Account, but all new accounts opened must be with an Approved Broker, unless a request is submitted to the CCO for approval to open an account outside of the Approved Broker List above.

A Reportable Account does not need to hold Covered Securities, but only needs to be capable of holding them.

Restricted List – Securities included on the restricted list, for which no Covered Securities can be transacted (all pre-clearance requests will be denied), include the following:

Any securities which are actively traded in client accounts (as defined by any/all trades in the OMS system - Bloomberg) are restricted for trading in personal accounts.

Any securities in which the investment teams anticipate transacting for client accounts are restricted for trading in personal accounts.

Any securities which Compliance identifies as restricted due to potential or confirmed receipt of material nonpublic information or for any other reason as identified by Compliance.

Any securities that Raymond James identifies as restricted (these restricted securities are updated daily in MCO.

For Internal Use Only

II.

Pre-approval Requirements

All Associates must pre-clear transactions in Pre-clearance Securities (as defined in Section I) for yourself and your Immediate Family (as defined in Section I) in MCO. If approval is granted by Compliance the trade (if you chose to execute) must be placed within 2 calendar days. Approval is valid for the calendar day on which the approval was granted and the following calendar day. Once an approval has expired after 2 calendar days, you cannot trade in the approved security unless you re-submit a new pre-clearance request in MCO at that time.

If you do trade in a Pre-clearance Security than you will need to report the transaction in MCO which can be done either:

Through an Automatic Broker Feed, in which case you do not need to take any further action.

ii.

For Manual Broker Feed Accounts, by manually updating the MCO system with a trade and then ensuring that your holdings are accurate. You will need to provide a trade confirmation directly from your broker for each transaction in Covered Securities when you complete your quarterly declaration.

Since Raymond James securities are restricted from client portfolios due to the June 1, 2022 TriState Capital Holdings’ acquisition by Raymond James Financial, Inc. (RJF), all personal trades of RJF are not subject to Chartwell personal trade preclearance and minimum holding rules. However, personal holdings of such are still reportable. No additional approval or restrictions apply unless an employee owns 10% or more of the outstanding shares of RJF and therefore will be subject to Raymond James’ Section 16 reporting requirements.

Short sales are prohibited for all Covered Securities transactions

Pre-clearance is not required for:

Purchases or sales over which the Associate has no direct or indirect influence or control

ii.

Transactions that are not Pre-clearance Securities

iii.

Transactions effected in Managed Accounts

iv.

Transactions effected within an Automatic Investment Plan

Gifts or Donations of securities

III.

Holding Period and Trade Limits

Holding Period

All Pre-clearance Securities bought or sold by Associates after obtaining approval by Compliance will be subject to the 60-day holding period which prohibits Associates from selling the security until held for 60 days or buying the security within 60 days of selling the same security. Purchases of stock options are only allowed for options with expiration dates greater than 60 days from the date of purchase in order to ensure there are no violations of the 60-day holding period.

For Internal Use Only

Transactions of shares in Chartwell Reportable Funds require pre-approval; however, if the employee engages in short-term trading (as defined by fund prospectus) this is considered a violation of the personal trading policies and Code of Ethics herein.

Trade Limits

Associates are allowed to execute a maximum of 10 Pre-clearance Security trades in a single calendar month with an annual (calendar year) limit of 60 Pre-clearance Security trades. Trades that do not require pre-clearance are not subject to nor included in the trade limits.

IV.

Reporting Requirements

New Associate Reporting Requirements

New Associates must do the following within 10 calendar days of their date of hire or qualification as an Associate under the Code of Ethics:

Enter all Reportable Accounts for yourself and Immediate Family into MCO.

Ensure that all of you and your Immediate Family’s Holdings in Covered Securities are entered into MCO.

Associates with an Automatic Broker Feed will need to ensure that holdings are updated accurately through the feed. Associates with a Manual Broker Feed Account will need to enter holdings into the system manually.

Provide holdings statements for each of you and your Immediate Family’s Reportable Accounts if you have a Manual Broker Feed Account. The holding statements must be dated no more than 45 days prior to the individuals date of hire.

Submit an Initial Compliance certification in MCO.

Failure to complete these requirements for new Associates is logged as a breach of this Code of Ethics. New Associates are permitted to divest their entire holdings portfolio of Covered Securities in the first 10 calendar days of employment and do not need to seek pre-clearance for these sales; however, Compliance should be notified of this decision. If you choose not to divest your holdings than you may be declined permission to sell one or more of your Covered Securities during your employment. In addition, all new Associates will be required to utilize only brokers from the Approved Brokers list.

Periodic Reporting Requirements for all Associates

Quarterly Certifications

Each quarter, MCO will send a request to complete a certification of trades and holdings reported in MCO. All Covered Security trades made during the quarter and all holdings of Covered Securities as of the last day of the quarter, must be accurately reflected in MCO. Trades and holdings from an Automatic Broker Feed should be reviewed and manual entries of trades and holdings in Manual Broker Feed Accounts must be added to MCO.

For Internal Use Only

Associates who do not hold Covered Securities or Reportable Accounts must attest to that quarterly as part of the certification. Associates must report any new Reportable Accounts opened during the quarter as part of the certification. Failure to report a new Reportable Account within 30 days of the quarter end during which the account was opened is considered a violation of our personal transaction policies. Associates with Manual Broker Feed Accounts will be required to upload trade confirmations and broker account statements to MCO for all Covered Securities. Quarterly reporting must be completed within 30 days of the end of the calendar quarter.

Exceptions from reporting requirements. You are not required to include or report on:

Any securities held in accounts over which you personally had no direct or indirect influence or control

Initial Public Offerings (“IPO”)¹⁰ and Private Placements

Private placements and limited offerings¹¹ must be pre-cleared through MCO and Associates must ensure the investment is recorded as a private investment in MCO. Pre-clearance approval is required to acquire, make additional investments in, and dispose of private investments. Private placements include any investments in private companies or limited partnerships. All private placements and limited offerings must be certified annually that such investments are still held and there are no changes to the list of private holdings reported in MCO.

Pre-clearance approval for an investment in an IPO should be submitted in MCO. This requirement also applies to IPOs for which an Associate has an existing investment in the private holding.

Gifts and Entertainment

No Chartwell funds or property may be used for any unlawful or unethical purpose, nor may any employee attempt to purchase privileges or special benefits through payment of bribes, kickbacks, or any other form of “payoff”. Customary and normal courtesies in conformance with the standards of the industry are allowable except where prohibited by applicable laws or rules. Particular care and good judgment is required when dealing with federal, state or local government officials to avoid inadvertent violations of government ethics rules. Accordingly, no entertainment, gifts or any other items of value should be provided to any official of a governmental body with which the Firm does or is seeking to do business or which has jurisdiction over the activities of the Firm, without the prior approval by Compliance, as described in the following Gifts and Entertainment policies:

¹⁰	“Initial Public Offering” means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

¹¹

“Limited Offering” is defined as an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) or pursuant to Rules 504,505, or 506 of Regulation D.

For Internal Use Only

Gifts

Associates are not permitted to accept or give anything valued above the de minimis amount of $100, either directly or indirectly, from/to any persons or entities doing business with Chartwell (including but not limited to broker-dealers, service providers, clients or prospective clients). In certain cases, Associates may accept or give gifts of greater than de minimis value ($100) only if pre-approved by Compliance. Pre-approval must be obtained by completing a form in MCO.

In order to prevent any conflicts of interest on behalf of Chartwell client or prospective clients, Compliance will keep record of all greater than de minimis gifts accepted or given.

II.

Entertainment

During the course of servicing existing client accounts, Associates may entertain clients over a meal, golf outing or other sporting event. Often times, Chartwell will also sponsor client hosted events either business related or charitable with cash contributions. These forms of entertainment may directly or indirectly benefit Chartwell in the retention of existing clients or acquisition of prospective clients. To that extent, it is Chartwell’s general policy that employees not provide or accept extravagant or excessive entertainment to or from a client, prospective client, or any person or entity that does or seeks to do business with or on behalf of Chartwell.

In order to prevent any conflicts of interest on behalf of our clients or prospective clients, Compliance will keep record of all greater than de minimis ($500 or more) entertainment accepted or given and will perform quarterly review of such activity.

The annual maximum value of all gifts and entertainment which can be received by an employee from all sources that do or seek to do business with or on behalf of Chartwell is $2,500, unless pre-approved by Compliance prior to exceeding such limit.

Political Contributions

Chartwell Associates and their spouses may not make political contributions, either directly or indirectly, to any elected official, any candidate for office, any successful candidate, or any political party in any state in the United States or any political subdivision thereof, without prior approval from Compliance. Contributions include anything of value (i.e. donation of office space or resources) even if not a cash contribution.

Associates and their spouses may not solicit or coordinate campaign contributions from others for any elected official, any candidate for office, any successful candidate, or any political party in any state in the United States or any political subdivision thereof, without prior approval from Compliance. Solicitation and coordination activities include hosting or sponsoring fundraising events.

Associates and their spouses may not make contributions to a candidate’s political action committee (“PAC”) or Super PAC, without prior approval from Compliance. This prohibition does not apply to contributions to national committees or governing bodies of any recognized national political party or to other PACs not connected to any candidate or official or small group of candidates or officials; however, all PAC contributions must be reported to Compliance prior to making the contribution.

For Internal Use Only

All pre-approval requests for any of the political contributions as outlined herein and in the Raymond James Political Contributions Policy should be submitted to both RJIM Compliance and Chartwell Compliance for review and approval prior to being made. If Compliance denies the request to make a political contribution, the activity requested should not be conducted in any circumstance. Pre-approval requests must be submitted 1) via Form 1828 to RJIM Compliance provided by Chartwell and 2) through MCO Political Contributions pre-approval form. Contribution limits for state and local elections are typically $150 per election per candidate if the Associate is not eligible to vote in that election and $350 per election per candidate if the Associate is eligible to vote in the election of that candidate. Generally, all contributions to candidates for federal office are allowed after pre-approval with the exception of any candidate for federal office who is a current state or local government official, in which case all contributions greater than $150 are prohibited. Each political contribution pre-approval request is reviewed for the specific circumstances and there may be other factors or reasons for which a request is denied even if within these guideline contribution limits.

Any PAC contributions which are not prohibited by the rules described herein and in the Raymond James Political Contributions Policy and do not require Compliance approval must still be reported to Compliance prior to making any such contribution, which should be done through MCO.

Immediately upon employment (with 10 days of start date), new Chartwell Associates must attest to and report all (i) contributions to any elected official, any candidate for office, any successful candidate or any political party in any state in the United States or any political subdivision thereof and (ii) payments to a political party or to a PAC, in each case, within the previous two years of date of employment.

Outside Business Activities

No employee shall be employed by, or accept any remuneration from, or perform any services for, any person or entity, including serving as a director of a, trustee or general partner of a partnership, public or private corporation, not-for-profit, or other entity, other than Chartwell or an Affiliate of Chartwell, without prior approval by the CCO. In no event should any employee have any outside employment that might cause embarrassment to or jeopardize the interests of the Firm, interfere with its operations, or adversely affect his or her productivity or that of other employees. CCO approval may require detailed information concerning any proposed outside activity, including the number of hours involved and the compensation to be received. If an employee receives approval to engage in an outside business activity and subsequently becomes aware of a material conflict of interest that was not disclosed when the approval was granted, the conflict must be promptly brought to Compliance. Outside Business Activity pre-approval requests should be submitted to Compliance using the Outside Business Activity pre-approval form in MCO.

For Internal Use Only

All new Associates of Chartwell must report all outside business activities to Compliance upon hire, and annually all Associates of Chartwell must certify that the existing disclosure of all outside business activities is correct.

Insider Trading and Protection of Confidential Information

Chartwell Associates may have access to confidential information about clients, investment advice provided to clients, securities transactions being affected for clients’ accounts and other sensitive information. In addition, Associates may come into possession of information that is material and nonpublic. Associates are prohibited from using confidential or material nonpublic information (“MNPI”) for any manipulative, deceptive or fraudulent purposes. Associates have legal and ethical responsibilities to safeguard and prevent misuse of material nonpublic and confidential information.

Insider Trading

All Chartwell Associates are required to refrain from trading on the basis of inside information about Chartwell, its affiliates, clients or any securities. The term “insider trading” is generally used to refer to inappropriate or unauthorized dissemination of MNPI. It is important to note that unauthorized use of MNPI is not limited to trading on illegally obtained MNPI. To the extent MNPI is converter to unauthorized recipients (“tippees”), the crime of insider trading may be deemed to have occurred regardless of whether any benefit was conveyed to the tipper of the MNPI. The following three scenarios would trigger enforcement action for insider trading:

Trading by an insider, while in possession of MNPI.

Trading by a non-insider (tippee or “outsider”) while in possession of MNPI, where the information was either disclosed to the non-insider in violation of an insider’s duty to keep it confidential or was misappropriated by the non-insider without the knowledge of the insider.

Communicating MNPI to non-authorized parties regardless of their intent to use the information.

The section below provides information to assist Associates in determining if they are in possession of inside information.

Who is an insider?

Insiders of a company include its officers, directors, and employees or other Access persons, and may also include a controlling shareholder or other controlling person. A person who has access to information about the company because of some special trust or other confidential relationship with a company is considered a temporary insider of that company. Lawyers, auditors, financial institutions, and certain consultants and all their officers, directors or partners, and employees are all likely to be temporary insiders of their clients.

What is “Material” information?

Information is material when there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions.

For Internal Use Only

Generally, if disclosing certain information will have a substantial effect on the price of a company’s securities, or on the perceived value of the company, or of a controlling interest in the company, the information is material. However, information may be material even if it does not have any immediate direct effect on price or value.

What is “Nonpublic” information?

Information about a publicly traded security or issuer is “public” when it has been dissemination broadly to investors in the marketplace. Tangible evidence of such dissemination is the best indication that the information is public.

Examples of Material Nonpublic Information

The following are some examples of MNPI which advisers routinely collect:

Social security numbers of investors or employees

Information contained in non-disclosure agreements (“NDAs”) that are issued or executed by the adviser

Terms and conditions of constituent documentation

How to identify MNPI

Before executing any securities transaction for your personal account or for others, you must consider and determine whether you have access to MNPI. If you think you might have access to MNPI you should take the following steps:

Report the information and proposed trade immediately to Compliance

Do not purchase or sell the securities on behalf of yourself or others

Do not communicate the information inside or outside Chartwell, other than to Compliance.

II.

Protection of Confidential Information

Information concerning (i) what securities are followed by investment managers; (ii) specific recommendations made to clients by investment managers; or (iii) prospective securities transactions by clients of Chartwell (including portfolio holdings) is strictly confidential. Under some circumstances, this confidential information may be material and nonpublic. Only business related third parties receive holdings information such as the client’s custodian bank and a third-party proxy voting agent.

Associates who access confidential information should ensure they take appropriate measures to protect it and should only disclose confidential information to anyone on a strict need-to-know basis.

Administration of Code of Ethics, Reporting Violations and Sanctions

Compliance shall notify each person who becomes an Associate of their reporting requirements no later than 10 days subsequent to their first day of initial employment or date at which a person first qualifies for consideration as an Associate. Compliance will provide each Associate with a copy of this Code of Ethics and any amendments. Copies of this Code of Ethics and any amendments will be provided via MCO and will be available to Associates at all times through MCO.

For Internal Use Only

II.

All Associates must provide written acknowledgement of receipt, review and understanding of this Code of Ethics upon qualification as an Associate, on an annual basis thereafter and periodically as amended thereto. Written acknowledgement will be made through MCO where all electronic records will be retained for the applicable periods as required by Books and Records rules. Any non-electronic or paper records and forms will be retained and preserved in an accessible location.

III.

Compliance will review all reports submitted pursuant to this Code of Ethics to determine that all Associate’s personal trades are compliant with the rules and restrictions set forth in this Code of Ethics, and do not otherwise indicate a violation of these policies or improper activities inconsistent with Chartwell’s business principles as defined in the Code of Conduct.

IV.

When, upon Compliance review, reporting indicates a potential violation of these policies, Compliance will inquire and, in some instances, seek employee explanation or request evidence to determine that a violation has occurred.

Compliance will report (written using a standard template) all violations of this Code of Ethics and proposed disciplinary actions to the Compliance Committee, who will approve the disciplinary action for the violation, based on reporting and recommendation of the CCO. The CCO must be in attendance for all Compliance Committee discussions as it relates to Code of Ethics violations. Should a member of the Compliance Committee violate this Code of Ethics then determination will be made by Compliance Committee members without input or involvement from the member who committed the violation.

VI.

Compliance will communicate to Associates in writing (typically delivered via email), notification of the violation and disciplinary actions upon determination by the Compliance Committee. This communication will also remind Associates of their obligations and potential consequences of further violations. Associates will be required to acknowledge the violation in writing (typically via email reply) that will be maintained for records.

VII.

Records of all violations of the Code of Ethics and the disciplinary action taken as a result of the violation will be memorialized by Compliance in a log containing all historical violations from, at a minimum, the previous 5 years. The log will be maintained accessible electronically.

Material violations will be reported periodically, either upon request or at Management Committee discretion, to Chartwell clients, quarterly to the subadvised Fund Boards of Trustees and annually to the Chartwell Board of Directors. Rule 17j-1requires that the Adviser adopt a written Code of Ethics (a separate document), which must be approved by various subadvisory Boards of Trustees of the subadvised Fund(s). Prior to approval, the CCO must submit a certification to the Board of Trustees that Chartwell has adopted the procedures contained herein which are reasonably designed to prevent Associates from violating the Code of Ethics.

For Internal Use Only

VIII.

Material changes to this Code of Ethics must be approved by the Board of Trustees within 6 months of the adoption of the change.

IX.

Disciplinary actions as prescribed by the Compliance Committee will reflect the consideration of known facts and circumstances of the violation. Such disciplinary actions will be specific to the violation that occurred but can include financial sanctions, suspension of trading privileges for up to 6 months or prohibit trading for remainder of employment at Chartwell. Violations can also result in termination of employment, as compliance with the policies in this Code of Ethics and behaving oneself in a manner consistent with the Chartwell Code of Conduct is a condition of employment at Chartwell. Specific violation sanctions are described in Appendix A below.

The Compliance Committee may except any person, security or transaction from any specific provision of this Code of Ethics. The Compliance Committee will prepare a report documenting the nature of any exception granted, the persons involved and the reasons for granting such exception. Any approval or exception granted by the Compliance Committee under this Code shall not be viewed as or deemed to be a Code of Ethics violation. Such reports will be retained in both electronic and paper form in a location that is easily accessible.

XI.

The CCO is responsible for ensuring that procedures are reasonably designed to prevent and identify violations of the policies set forth in this Code of Ethics. The CCO will assess the adopted procedures for reasonability at least annually as part of their compliance review.

XII.

Compliance will ensure all books and records relating to this Code of Ethics are maintained properly as required by Rule 204-2 under the Advisers Act and Section 31a-1 of the Investment Company Act.

A copy of each report made pursuant to this policy by an Associate shall be preserved by the firm for at least five years after the end of the fiscal year in which the report is made or the information is provided, the first two years in an easily accessible place.

A copy of this policy and any other Code which is, or at any time within the past five years has been, in effect shall be preserved in an easily accessible place;

A list of all persons who are, or within the past five years have been, required to make reports pursuant to this policy, or who are or were responsible for reviewing these reports, shall be maintained in an easily accessible place; and

A record of any decision, and the reasons supporting the decision, to approve the acquisition of any limited offering or IPO by Associates for at least five years after the end of the fiscal year in which the approval is granted, the first two years in an easily accessible place.

For Internal Use Only

XIII.

A designated Compliance person (not the CCO) will review all of the CCO’s accounts, holdings, reports, and preclearance requests. No Compliance person will review their own accounts, holdings reports and preclearance requests, as self-review is not allowed.

For Internal Use Only

Appendix A Chartwell Code of Ethics Violation Sanctions Matrix

The table below is a sanction guide for failure to comply with our Code of Ethics. Actual sanctions will be reviewed on a case-by-case basis and may vary based on the severity of the violation and the discretion of the CCO and/or senior management, as applicable. Actual sanctions may be more or less severe than those outlined below. Chartwell will document violations and the sanctions implemented, including instances in which variations from the Sanctions Guidelines were authorized due to mitigating factors.

Sanctions applicable to All Chartwell Employees
Violation	Sanction for First Offense	Sanction for Second Offense	Sanction for Third Offense
No “manual” broker statements or confirms on file or evidence that duplicate statements have been requested. Not applicable to direct broker feeds into MCO.	Written warning	Defined as after 30 days of no action: Written reprimand and/or monetary penalty	Defined as after 60 days of no action: Monetary penalty, freeze trading accounts for 30-90 days and/or suspension or termination
Trading without receiving appropriate pre-clearance or trading outside the approval period	Written warning	Written reprimand and/or freeze trading accounts for 30-90 days and/or monetary penalty	Monetary penalty, freeze trading accounts for 30-180 days and/or suspension or termination
Trading after being denied approval	Monetary penalty, freeze trading accounts for 30-90 days and/or suspension or termination	See 1^st Offense	See 1^st Offense
Failure to file an Initial or Annual Holdings Report	Defined as not filed within 30 days: Written warning	Defined as not filed within 30 days on more than one occasion or not filed within 60 days: Written reprimand and/or monetary penalty	Defined as not filed within 30 days on more than two occasions or not filed within 90 days: Monetary penalty, freeze trading accounts for 30-90 days and/or suspension or termination

For Internal Use Only

Sanctions applicable to All Chartwell Employees
Violation	Sanction for First Offense	Sanction for Second Offense	Sanction for Third Offense
Failure to file a Quarterly Transaction Report	Defined as not filed within 30 days: Written warning	Defined as not filed within 30 days on more than one occasion or not filed within 60 days: Written reprimand and/or monetary penalty	Defined as not filed within 30 days on more than two occasions or not filed within 90 days: Monetary penalty, freeze trading accounts for 30-90 days and/or suspension or termination
Failure to file an Annual Code Acknowledgement and Certification Form	Defined as not filed within 30 days: Written warning	Defined as not filed within 30 days on more than one occasion or not filed within 60 days: Written reprimand and/or monetary penalty	Defined as not filed within 30 days on more than two occasions or not filed within 90 days: Monetary penalty, freeze trading accounts for 30-90 days and/or suspension or termination
Commission of a Prohibited Act not otherwise specifically addressed in this Code section	Written reprimand, Monetary penalty, freeze trading accounts for 30-90 days and/or suspension or termination	See 1^st Offense	See 1^st Offense
Purchasing a Security within 60 days of a sale of the same Security or selling a Security within 60 days of the purchase of the same Security	Written Reprimand and/or Monetary Penalty	Monetary Penalty, Freeze Trading accounts for 30-90 days and/or Suspension / Termination	See 2^nd Offense
Serving on the Board of a publicly traded company without prior written consent	Written reprimand, Monetary Penalty, and/or Suspension / Termination	See 1^st Offense	See 1^st Offense
*Trading within the 6-day blackout period	Written reprimand, Monetary Penalty, Freeze Trading accounts for 30-90 days and/or Suspension / Termination	See 1^st Offense	See 1^st Offense

Monetary penalties that may be assessed will be determined on a case-by-case basis as deemed appropriate given the Chartwell Employee’s position, infraction, intent, and severity.

For Internal Use Only

EX-99.28 12 fp0088171-1_ex9928p4.htm

TABLE OF CONTENTS

I.	INTRODUCTION	1
A.	Firm and Regulatory Overview	1
B.	Firm Governance	5
C.	Investment Adviser as Fiduciary	7
D.	Compliance Manual	8
E.	Chief Compliance Officer	10
F.	Annual Review	12
G.	Policy Updates	15
II.	EMPLOYEE MATTERS	17
A.	Annual Compliance Manual and Code of Ethics Acknowledgement	17
B.	Outside Business Activities	17
C.	Code of Ethics and Personal Trading Activity	18
D.	Prohibition Against Insider Trading	19
E.	Disciplinary Events	19
F.	Political Contributions	21
G.	Conflicts of Interest and Prohibited Activities; Gifts	21
H.	Interactions with Attorneys	23
I.	Interactions with Government Officials	23
J.	Involvement in Litigation	24
K.	Regulatory Inquiries	24
III.	ADVISORY SERVICES	24
A.	Advisory Contracts	24
B.	Advisory Fees	26
C.	Wrap Fee Programs	28
D.	Suitability	32
E.	Custody	34
F	Client Complaints, Regulatory Inquiries and Litigation Matters	38
G.	Regulatory Filings	41
H.	Annual Company Disclosures	55
IV.	PORTFOLIO MANAGEMENT	57
A.	Investment Process	57
B.	Trade Orders	58
C.	Best Execution and Broker Selection	61
D.	New Brokerage Relationships	67

PRIVATE AND CONFIDENTIAL

E.	Soft Dollars	67
F.	Allocations	72
G.	Affiliated Transactions	77
H.	Short Selling and Rule 105	87
I.	Private Placements and Restricted Securities	92
J.	Ownership of Registered Investment Company Shares	93
K.	Participation in Initial Public Offerings - FINRA Rules 5130 and 5131	94
L.	Valuation	95
M.	Proxy Voting Policy	101
N.	Trade Errors	107
O.	Liquidity Procedures	110
P.	Leverage and Segregation	118
Q.	Derivative Transactions	125
R.	Securities Lending	128
V.	MARKETING	132
A.	Marketing Material Content	132
B.	Company Website	Error! Bookmark not defined.
C.	Media and Social Webpages	Error! Bookmark not defined.
D.	Use of Placement Agents and Solicitors	Error! Bookmark not defined.
VI.	OPERATIONAL MATTERS	160
A.	Books and Records	160
B.	Electronic Communications	163
C.	Proper Use of Information Resources	168
D.	Anti-Money Laundering	170
E.	Disaster Recovery and Business Continuity	175
F.	Cybersecurity Plan	176
G.	Service Provider Oversight	176

APPENDIX I	FIRM STRUCTURE CHART
APPENDIX II	FIRM PERSONNEL CHART
APPENDIX III	CODE OF ETHICS

A.	Introduction	1
B.	Standards of Conduct	4
C.	Prohibition against Insider Trading	5
D.	Personal Securities Transactions	13
E.	Political Contributions	20

PRIVATE AND CONFIDENTIAL

iii

F.	Conflicts of Interest	24
G.	Confidentiality and Privacy Policies	27
H.	Prohibition Against Manipulative Trading Practices	32

ANNEX I

PRIVACY POLICY NOTICE

EXHIBIT A	EMPLOYEE INITIAL AND ANNUAL ACKNOWLEDGEMENT FORM
EXHIBIT B	EMPLOYEE EXIT INTERVIEW COMPLIANCE QUESTIONNAIRE
EXHIBIT C	COMPLIANCE CONCERN REPORTING AND CERTIFICATION FORM
EXHIBIT D	PAID CONSULTANT OR EXPERT NETWORK PRE-APPROVAL FORM
EXHIBIT E	OUTSIDE BUSINESS ACTIVITIES QUESTIONNAIRE
EXHIBIT F	RESTRICTED LIST – ADDITION FORM
EXHIBIT G	RESTRICTED LIST – DELETION FORM
EXHIBIT H	REQUEST FOR PRE-CLEARANCE OF PERSONAL SECURITIES TRADE

EXHIBIT I

PERSONAL ACCOUNT DISCLOSURE FORM

EXHIBIT J	EMPLOYEE SECURITIES HOLDINGS REPORT
EXHIBIT K	EMPLOYEE QUARTERLY TRANSACTION REPORT
EXHIBIT L	MANAGED ACCOUNT DISCLOSURE FORM
EXHIBIT M	FOREIGN PERSON GIFT AND ENTERTAINMENT PRE-CLEARANCE FORM
EXHIBIT N	PAY-TO-PLAY ACKNOWLEDGEMENT AND PRE-CLEARANCE FORM
EXHIBIT O	NEW EMPLOYEE POLITICAL CONTRIBUTION DECLARATION FORM
EXHIBIT P	GIFT AND ENTERTAINMENT APPROVAL FORM
APPENDIX IV	TRADE FLOW DIAGRAM
APPENDIX V	EXAMPLES OF ELIGIBLE “RESEARCH” AND “BROKERAGE” UNDER 28(E)
APPENDIX VI	LIST OF REQUIRED BOOKS AND RECORDS

APPENDIX VII

DISASTER RECOVERY AND BUSINESS CONTINUITY PLAN

A.	Overview	1
B.	Disaster Recovery and Business Continuity Plan	1

APPENDIX VIII

CYBERSECURITY PLAN

A.	Background	1
B.	Purpose	1
C.	Governance	1
D.	Policies and Procedures for Ensuring Cybersecurity`	2
E.	Employee Duty to Report Breaches	10
F.	CCO Supervision and Monitoring	11

PRIVATE AND CONFIDENTIAL

Cyber Incident Response Policy

EXHIBIT A	NETWORK DIAGRAMS
EXHIBIT B	SAMPLE INCIDENT LOG

FORM A	EMPLOYEE DISCIPLINARY QUESTIONNAIRE
FORM B	NEW BROKER ADDITION FORM
FORM C	RESEARCH/BROKERAGE PRODUCT OR SERVICE REQUEST FORM
FORM D	FORM OF COMPLIANCE WITH RULE 10F-3 UNDER THE 1940 ACT
FORM E	CROSS-TRADE REQUEST FORM
FORM F	TRADE ERROR FORM
FORM G	PROXY VOTING CONFLICT OF INTEREST FORM

Note: The forms contained in the appendices and exhibits in this Manual, such as the acknowledgements and attestations, are template forms. The information solicited on those forms will be collected through the Blue River Compliance Portal (the “Compliance Portal”), an online financial regulatory compliance solution, which the Company uses for the management of its compliance program.

PRIVATE AND CONFIDENTIAL

INTRODUCTION

This Compliance Manual and Code of Ethics (this “Manual”) has been prepared for employees of Chilton Capital Management LLC (the “Company” or “Firm”). This Manual has been developed to provide an overview of policies and procedures applicable to the Company, which apply to each employee, partner, member, director, officer and manager of the Company, as well as other persons under the supervision and control of the Company, including interns, temporary or contract workers (each, an “Employee”). The Company expects all Employees to be thoroughly familiar with the policies and procedures set forth in this Manual. Questions not answered by this Manual should be directed to Mr. Armand Christ (“Chris”) St. Paul, the Company’s Chief Compliance Officer (“CCO”). This Manual is intended to be revised or supplemented from time to time. It is the responsibility of the holder of the Manual to ensure that his or her copy is up-to-date by inserting new material as instructed.

FAILURE TO COMPLY WITH THE RULES AND REQUIREMENTS SET FORTH IN THIS MANUAL CONSTITUTES A BREACH OF AN EMPLOYEE’S OBLIGATION TO CONDUCT HIMSELF OR HERSELF IN ACCORDANCE WITH THE COMPANY’S POLICIES AND PROCEDURES, AND IN CERTAIN CASES MAY RESULT IN A VIOLATION OF LAW. APPROPRIATE REMEDIAL ACTION BY THE COMPANY MAY INCLUDE CENSURE, FINE, RESTRICTION ON ACTIVITIES, SUSPENSION, OR TERMINATION OF EMPLOYMENT.

Firm and Regulatory Overview

Regulatory Jurisdiction(s)

The Company, a Texas limited liability company, is an investment adviser that is registered with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Company has been in business since January 5, 1996 and registered with SEC since February 9, 1996. Currently, the Company is not required to be registered with the U.S. Commodity Futures Trading Commission (“CFTC”) and National Futures Association (“NFA”) as a Commodity Pool Operator (“CPO”) or a Commodities Trading Adviser (“CTA”) under the Commodity Exchange Act of 1936, as amended (the “CEA”). However, the Company may in the future claim and rely on an exemption from registration under CFTC Rule 4.5 with the CFTC and NFA as a CPO. In Texas, the Company is relying on an exemption from registration with the Texas State Securities Board pursuant to Section 12-1 under the Texas Securities Act.

In March 2007, the Company encompassed three entities, Chilton Capital Management LLC, Chilton Capital Management Advisors, Inc., and Chilton Capital Management Trust Company. Since December of 2012, the Company encompasses two entities, Chilton Capital Management LLC and Chilton Capital Management Trust Company (“Chilton Trust Co.”). The Company and its affiliated entities are located in Houston, Texas.

PRIVATE AND CONFIDENTIAL

Advisory Services and Client Types

The Company currently offers a range of portfolio management and investment advisory service solutions from fundamental and quantitative active management, to asset allocation services in strategies designed to gain broad exposure to the world’s capital markets. The Company’s portfolio management and investment advisory services are offered (directly or indirectly through a sub-advisory arrangement with the client's primary investment adviser) to individuals, high net worth individuals, banking or thrift institutions, registered investment companies, privately offered pooled investment vehicles, single-investor funds, discretionary and non-discretionary advisory programs, commingled investment vehicles, charitable and endowment organizations, pension and profit sharing plans (including ERISA plans), foundations, corporations, business owners, estates and trusts, other institutional type accounts (both taxable and tax-exempt), government agencies, government chartered corporations, quasi-governmental agencies, state or municipal government entities and other investment advisers.

The Company currently provides its portfolio management and investment advisory services through the following types of products: (i) open-end investment companies registered under the Investment Company Act of 1940, as amended (each, a “Fund” and collectively, the “Funds”); (ii) separately managed accounts (“Separate Accounts”) whose investors include large institutions and high net worth individuals, including but not limited to, state and local pensions, corporate and government pensions, endowments and foundations, estates and trusts, regional banks and family offices; (iii) separately-managed account wrap programs (“Wrap Fee Programs”) offered by unaffiliated investment advisers or broker-dealers (“Sponsors”); and other proprietary accounts. The Funds, Separate Accounts and Wrap Fee Programs are each, a “Client” and collectively, the “Clients”. ¹

With respect to the Funds, the Company currently provides portfolio management and investment sub-advisory services to one (1) Fund, the West Loop Realty Fund, which is a series portfolio to an unaffiliated multi-series trust, the Investment Managers Series Trust, which is organized as Delaware statutory trust (the “Trust”) and is an open-end investment company registered under the 1940 Act. The Fund is advised by Liberty Street Advisors, Inc. (“Liberty Street”), an investment adviser registered with the SEC.

With respect to the Wrap Fee Programs, the Company offers its investment strategies to Clients invested in three different types of Wrap Fee Programs:

●

“Single Contract Programs” in which the Company enters into a contract with a Sponsor to provide discretionary advisory services to the Sponsor’s clients;

As an SEC-registered investment adviser, the Company owes a fiduciary duty to all of its Clients. An investment in a Fund or any pooled investment vehicle by an investor or shareholder does not, in and of itself, create an advisory relationship between the investor or shareholder and the Company. Investors or shareholders are not permitted to impose restrictions or limitations on the management of any Fund. In 2006, the decision by the Court of Appeals for the D.C. Circuit in Goldstein v. SEC, 451 F.3d 873 (D.C. Cir. June 23, 2006), with respect to funds, clarified that the “client” of an investment adviser to a fund is the fund itself and not an investor in the fund.

PRIVATE AND CONFIDENTIAL

●

“Dual Contract Programs” where the Company enters into a contract directly with the Client to provide discretionary advisory services and the Client enters into a separate contract with the Sponsor, custodian and other service providers; and

●

“Model Programs” where the Company provides a model portfolio to the Sponsor or overlay manager who typically retains the ultimate authority to execute investment transactions. In most Model Programs, the Company treats the Sponsor or overlay manager as its Client. As discussed herein below, the Company generally does not have investment discretion or trading authority for these assets. As such, these assets are generally not included in the Company’s regulatory assets under management.

The Company offers several investment strategies to Clients and in doing so may invest in a wide range of securities and other financial instruments, including: equity securities of domestic and foreign issuers (both publicly and privately traded), including real estate investment trusts (“REITs”) and master limited partnerships (“MLPs”); corporate debt securities of domestic and foreign issuers (both publicly and privately traded), including, but not limited to, preferred stocks, U.S. government securities (e.g., treasuries), and municipal securities (taxable and tax-exempt); derivative securities, including, but not limited to, futures, options, swaps and forward contracts; warrants; commercial paper; foreign currency contracts; and registered investment company securities, including exchange- traded funds (“ETFs”). As financial markets and products evolve, the Company may invest in other instruments or securities, whether currently existing or developed in the future, when consistent with Client guidelines, objectives, and policies. Generally, the Company invests for long- term growth of capital and income. Within that framework, a Client’s objectives and unique circumstances may dictate that short- term positions be taken.

The Company generally provides portfolio management and investment advisory (or sub-advisory) services in accordance with applicable investment guidelines and restrictions, which may include restrictions on investing in certain securities, or types of securities or other financial instruments, that are developed in consultation with the advisory client, or in accordance with the mandate selected by the advisory Client (e.g., fixed income, cash management, equity, alternative, index or multi-asset). Each pooled investment vehicle managed or otherwise advised by the Company (e.g., U.S. registered investment companies) is managed in accordance with its investment guidelines and restrictions and is not generally tailored to the individualized needs of any particular fund shareholder or investor, and an investment in such a vehicle does not, in and of itself, create an advisory relationship between the shareholder or investor and the Company.

The Company’s advisory services consist of managing each of its Client’s portfolios, including sourcing, selecting, determining investments in, and monitoring investments in and the execution of transactions on behalf of its Clients. Generally, the Company is responsible for investing and re-investing the assets of each Client in accordance with the investment objectives, policies and guidelines set forth in the applicable Client’s investment management agreement, prospectus and statement of additional information, private placement memorandum, offering memorandum, offering circular, limited partnership agreement, or other similar disclosure and governing documents (collectively, the “governing documents”)

PRIVATE AND CONFIDENTIAL

The Company tailors its investment advice to the specific needs of its Clients and is subject to applicable investment restrictions set forth in the governing documents for the applicable Clients. The Company works with Clients to formulate appropriate and agreed-upon investment guidelines, and works with Clients to determine the feasibility of monitoring proposed restrictions and limitations. Investors who participate in Funds may not tailor investment guidelines.

When the Company serves as investment adviser, it enters into a written investment management agreement with each of its advisory Clients. Investment management agreements include provisions related to each Client’s management fees, investment strategy, investment guidelines, termination rights, proxy voting and sub-adviser, if applicable. When the Company serve as a sub-adviser, it enters into a sub-advisory agreement with the unaffiliated investment adviser. These sub-advisory agreements typically include information related to the Company’s sub-advisory fee, investment strategy, investment guidelines, termination rights and proxy voting. The adviser enters into an investment management agreement with the end client. Please see Section III.A. of this Manual for more information regarding “Advisory Contracts”.

Firm Structure Chart

Attached hereto as Appendix I is a structure chart of the Company and its affiliated entities. ²

Firm Personnel Chart

The primary owners of the Company are Knapp Brothers, LLC (“Knapp Brothers”), a Texas limited liability company, and certain Employees of the Company. Knapp Brothers has a fifty- five percent (55%) direct beneficial ownership and certain Employees of the Company collectively have a forty-five percent (45%) beneficial ownership of the Company. The primary owners of Knapp Brothers are Messrs. David M. Underwood, Jr., A. John Knapp, Jr. and Breckenridge L. Knapp. The Company is managed and controlled under the direction of its Board of Managers, which is comprised of Mr. David M. Underwood, Jr., as Chairman and Chief Executive Officer; Ms. Laura L. Genung, as President; Mr. Brandon J. Frank, as Chief Financial Officer; Mr. John E. Robertson, as Managing Director; and Mr. Timothy J. Lootens, as Secretary and Managing Director (collectively, the “Board of Managers”). The Company’s officers and senior management team is comprised of Mr. David M. Underwood, Jr., as Chairman and Chief Executive Officer; Ms. Laura L. Genung, as President; Mr. Brandon J. Frank, as Chief Financial Officer; Mr. John E. Robertson, as Managing Director; Mr. Timothy J. Lootens, as Secretary and Managing Director; Mr. A. Chris St. Paul, Chief Compliance Officer; and Mr. Bradley J. Eixmann, Chief Investment Officer (collectively, the “Senior Management Team”).

A personnel chart of all associated personnel of the Company, including their respective roles at the Company and their relevant contact information is located in Appendix II of this Manual.³ This personnel chart also indicates all regulatory registrations for Company personnel. ⁴ The personnel chart of the Company may be amended or revised from time to time, to ensure accuracy please obtain a current up-to-date personnel chart by contacting the CCO.

Policy: Recordkeeping – update structure chart [C4, C5]

Policy: Incoming/Outgoing Employees – update personnel chart [P35 – P56]

⁴

Policy: Recordkeeping – update personnel list [P35 – P56]

PRIVATE AND CONFIDENTIAL

Firm Governance

Management Committee

The Management Committee (the “Management Committee”) is comprised of the Company’s Senior Management Team. The Management Committee meets frequently, but at least quarterly by meeting in person, telephone conference, or other interactive electronic communication to discuss issues involving, but not limited to, the following areas: (i) organizational and operational matters, including other matters of importance to the Company; (ii) current and potential concerns and challenges; (iii) activities and objectives of the Company, including the Company’s strategic business plans; (iv) development of ideas and innovations and help the Company maintain its creative edge; (v) personnel matters; (vi) compliance and code of ethics matters; (vii) service providers and vendor oversight; (viii) advertising, marketing and business development; and (ix) potential or actual conflicts of interest. The Management Committee, to the extent it deems necessary or appropriate, will carry out other responsibilities, including, but not limited to: (a) oversight of the Company’s risk management framework, including the significant policies and practices used in managing transaction, market, operational and certain other risks, (b) oversight of Company’s policies and practices relating to strategic risk, liquidity risk and price risk, which constitute significant components of market risk, and risks pertaining to capital management, and (c) oversight of the performance of the regulatory compliance review function. The Management Committee will review and address actual, or potential, conflicts of interest that may affect the Company and its advisory Client’s.

Front Office and Back Office Committee

The Front Office and Back Office Committee (the “FOBO Committee”) is comprised of the Company’s President and Chief Financial Officer, Chief Compliance Officer, Head of Trading, Director of Operations, and Comptroller, who is the secretary of the FOBO Committee. The FOBO Committee meets quarterly by meeting in person, telephone conference, or other interactive electronic communication to review and discuss: (i) best execution and broker selection; (ii) allocation of brokerage and commissions paid; (iii) soft-dollar use and arrangements; (iv) valuation of assets, including pricing and fair valuation practices; (v) the Company’s risk management framework, including the significant policies and practices used in managing transaction, market, operational and certain other risks; (vi) any potential or actual operational risk issues, including any necessary changes in any operational practices; (vii) oversight of service providers and vendors; (viii) advertising and marketing practice, including the oversight of advertising and marketing material used; (ix) various reporting and disclosure obligations made by Employees under the Company’s Code of Ethics, included herein as Appendix III; (x) any potential or actual conflicts of interest, including the mitigation of any conflict risk; (xi) any potential or actual issues of non-compliance to the written policies and procedure in this Manual, including any reports or actions taken resulting from internal or external audits of non-compliance investigations; (xi) any issues of interpretation regarding any aspect of the Company’s compliance program or written policies and procedure in this Manual; and (xii) any other issues or matter to the extent necessary or appropriate. The secretary of the FOBO Committee is responsible for agendas and taking minutes and the Chief Compliance Officer is responsible for ensuring such agendas and minutes are maintained. In the event a meeting incorporates a new or amending policy or procedure the Chief Compliance Officer will document the result and maintain the record.

PRIVATE AND CONFIDENTIAL

Investment Committee

The Investment Committee (the “Investment Committee”) is comprised of the Company’s President and Chief Financial Officer, Chief Compliance Officer, Chief Investment Officer, who is the chairman of the Investment Committee, Portfolio Managers, Managing Directors, Client Wealth Advisors, and Portfolio Administrator, who is the secretary of the Investment Committee. The Investment Committee meets frequently, but at least quarterly, by meeting in person, telephone conference, or other interactive electronic communication to discuss market conditions, portfolio analysis, and investment transaction matters. The Investment Committee is charged with the responsibility to exercise and maintain prudent supervision and control of each Client’s portfolio of investments. Additionally, the Investment Committee is responsible for overseeing the investment process from the origination of each investment transaction, through asset management and ultimately the realization of the investment. The Investment Committee periodically reviews and ensures the investment policies, guidelines, and objectives of the Client’s general investment strategy are achieved and attained per the Client’s governing documents. In carrying out its duties the Investment Committee reviews the general investment strategy for each Client, the strategy’s overall investment performance and recommends changes when appropriate; and works closely with Portfolio Managers to ensure that the investment objectives are being met as stated in the Client’s governing documents. In monitoring a Client’s portfolio of investments, the Investment Committee ensures (i) the management of investments and capital actions are consistent and comply with attainment of the Client’s investment policy, objectives and strategy goals, and (ii) the Client’s portfolio is in compliance with legal and regulatory requirements. The Investment Committee will carry out other responsibilities, including, but not limited to reviewing portfolio compliance and suitability of investment reports. The secretary of the Investment Committee is responsible for agendas and taking minutes and the Chief Compliance Officer is responsible for ensuring such agendas and minutes are maintained. In the event a meeting incorporates a new or amending policy or procedure the Chief Compliance Officer will document the result and maintain the record.

REIT Strategy Risk Management Committee

The REIT Strategy Risk Management Committee (the “RSRM Committee”) is comprised of the Company’s President and Chief Financial Officer, Chief Compliance Officer, Chief Investment Officer, and Portfolio Managers of the REIT Strategy. The RSRM Committee meets frequently, but at least quarterly, by meeting in person, telephone conference, or other interactive electronic communication to discuss market conditions, portfolio analysis, and investment transaction matters. The RSRM Committee is charged with the responsibility to exercise and maintain prudent supervision and control of the Fund’s portfolio of investments as well as other Client portfolios, whether invested through a Separate Account or managed though a Wrap Fee Program. Additionally, the RSRM Committee is responsible for overseeing the Company’s REIT strategy investment process from the origination of each investment transaction in the REIT strategy, through asset management and ultimately the realization of the investment. The RSRM Committee periodically reviews and ensures the investment policies, guidelines, and objectives of the Clients invested in the REIT strategy are achieved and attained per the Client’s governing documents. The RSRM Committee maintains prudence and effectiveness of each REIT strategy portfolio investment of the Client and formulates and oversees the investment policies and management of the Client’s assets, and periodically reviews the REIT strategy’s investment performance. In monitoring a Client’s portfolio of investments in the REIT strategy, the RSRM Committee ensures (i) the management of investments and capital actions are consistent and comply with attainment of the Client’s investment policy, objectives and strategy goals, (ii) the Client’s portfolio is in compliance with legal and regulatory requirements, and (iii) the Client’s portfolio adheres to risk metrics set by the RSRM Committee. The RSRM Committee will carry out other responsibilities, including, but not limited to: (i) reviewing portfolio compliance and suitability of investment reports; (ii) reviewing allocation of investments in the REIT strategy; (iii) reviewing portfolio liquidity; (iv) reviewing portfolio leverage and segregation; and (v) carry out other responsibilities to the extent necessary or appropriate. The Chief Compliance Officer is responsible for agendas and taking minutes and for ensuring such agendas and minutes are maintained. In the event a meeting incorporates a new or amending policy or procedure the Chief Compliance Officer will document the result and maintain the record.

PRIVATE AND CONFIDENTIAL

Investment Adviser as Fiduciary

The Company

As a federally registered investment adviser, the Company is subject to the federal standard governing the conduct of investment advisers that is part of Section 206 of the Advisers Act. Under the Advisers Act, an investment adviser owes a fiduciary duty to its clients. As a fiduciary, the Company owes each of its Clients more than honesty and good faith alone. The Company has an affirmative duty to (i) act solely in the best interests of its Clients (measured against a higher standard of conduct than that used for mere commercial transactions) and (ii) make full and fair disclosure of all material facts, particularly where the Company’s interests may conflict with those of its Clients.

U.S. regulators have described an investment adviser’s fiduciary duty in the following manner:

“[U]nlike the ... [other federal securities laws], the Advisers Act does not require a transaction to have occurred for actionable fraud to have been committed. An investment adviser is a fiduciary who owes his clients undivided loyalty, and is prohibited from engaging in activity in conflict with the interest of any client. A breach of an adviser’s fiduciary obligations constitutes a violation of the antifraud provisions of the Advisers Act. This fiduciary obligation imposes on an adviser a duty to deal fairly and act in the best interest of its clients. Such duty imposes upon an investment adviser numerous responsibilities including the duty to render disinterested and impartial advice; to make suitable recommendations to clients in light of their needs, financial circumstances and investment objectives; to exercise a high degree of care to insure that adequate and accurate representations and other information about securities are presented to clients; and, to have an adequate basis in fact for its recommendations, representations and projections.”

PRIVATE AND CONFIDENTIAL

The Company and its Employees are bound to the following specific fiduciary obligations when dealing with Clients:

●

A duty to have a reasonable, independent basis for its investment advice;

●

A duty to obtain best execution for client’s securities transactions where the adviser is in a position to direct brokerage transactions;

●

A duty to ensure that its investment advice is suitable to the client’s objectives, needs and circumstances;

●

A duty to refrain from effecting personal securities transactions inconsistent with client interests;

●

A duty to perform activities in a competent manner;⁵

●

A duty to act prudently; and

●

A duty to be loyal to clients.

The Company and its Employees are prohibited from engaging in fraudulent, deceptive or manipulative conduct. Compliance involves more than acting with honesty and good faith alone. It means that the Company and its Employees have an affirmative duty of utmost good faith to act solely in the best interest of its Clients.

Employees and Affiliates

Each of the Company’s Employees and affiliates owes the same fiduciary duties to the Company’s Clients as set forth above. Employees may not cause a Client account to take any action, or not to take any action, for the personal benefit of the Employee, and not for the sole benefit of the Client.

Compliance Manual

General

This Manual is intended to comply with the various laws and regulations applicable to the Company, including (i) policies intended to prevent violation of state and federal securities laws, including rules and regulations adopted by the SEC, (ii) CFTC/NFA, (iii) Financial Industry Regulatory Authority (“FINRA”); (iv) Department of Labor (“DOL”), (v) Internal Revenue Service (“IRS”), and (vi) other applicable state and federal securities laws. This Manual is not comprehensive and does not purport to address all compliance issues that might arise as a result of the advisory activities of the Company. Similarly, the remedies described in this Manual with respect to compliance issues that arise are not exhaustive and may include other corrective actions as determined by the Company’s Management Committee. This Manual is intended to summarize the principal legal issues involved as a result of the Company’s status as a registered investment adviser and to establish policies and procedures applicable to all Employees of the Company.

⁵

The duty of care requires a fiduciary to make decisions “only after paying attention, getting the relevant information, and deliberating. This is the basis for fiduciary care.”

PRIVATE AND CONFIDENTIAL

In addition to the policies and procedures detailed in this Manual, the Company and its Employees are subject to additional policies and procedures set forth in the Trust’s Compliance Policies and Procedures (the “Trust Policies” and, together with the Manual, the “Manuals”) as a result of the Company serving as an investment sub-adviser to the Fund. The Trust Policies are specific to the Fund’s policies and procedures. Questions not answered by the Manuals should be directed to the CCO.

It is the Company’s policy that Employees receive the Manuals initially at the onset of their employment, annually, and each time the Manuals are updated. Each time an Employee receives the Manuals, either initially, annually or when there is an update, the Employee must attest to having received, read and understand the Manuals. The delivery of the Manuals and the record of the Employee’s attestation of having received, read and understanding the Manuals is to be conducted through the Company’s online Compliance Portal, which is described below in Section I.E.4. of this Manual. The CCO is responsible for ensuring that the policies and procedures within the Manuals are strictly adhered to, and that each Employee of the Company attests to such policies and procedures initially at the onset of their employment, annually or when there is an update. The CCO has access to the Compliance Portal and can view these attestations at any time.

Reporting of Violations

It is the policy of the Company that any violation or suspected violation of applicable laws or of this Manual shall be immediately reported to the CCO. An Employee must not conduct individual investigations, unless authorized to do so by the CCO. If an Employee who in good faith raises an issue regarding a possible violation of law, regulation or Company policy or any suspected illegal or unethical behavior, the Company will strive to keep confidential the identity of any such Employee. Complete confidentiality may not be possible in every case, however, where investigation and regulatory reporting may be required. Nonetheless, the Company will not permit retribution, harassment or intimidation of any Employee who in good faith makes any such report. To aid reporting, the Company has adopted the “Compliance Concern Reporting and Certification Form” included herein as Exhibit C to Appendix III which all Employees must complete and submit to the CCO quarterly via the online Compliance Portal.6 In the event that the CCO determines that a violation of law has occurred or is likely, the Company will conduct an internal investigation which it will attempt to complete within sixty (60) days following the report by such Employee. Possible Employee sanctions include, without limitation, letters of censure, suspension, termination of employment or such other course of action as may be appropriate under the circumstances.

⁶

Policy: Employee Reporting – Compliance concerns [C6]

PRIVATE AND CONFIDENTIAL

The CCO will maintain a record of all material breaches of the policies detailed in this Manual, as well as the findings of any internal investigations conducted. ^{7 8}

Whistleblower Protection

For the avoidance of doubt, nothing in this Manual including the Code of Ethics, attached hereto as Appendix III, is designed to prevent or impede an Employee from acting in accordance with applicable federal or state whistleblower statutes, including but not limited to Section 21F(h)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rules 21F-2 and 21F-17 thereunder. Furthermore, it is the Company’s policy that no Employee who submits a complaint made in good faith or reports a violation to a regulatory or law enforcement authority will experience retaliation or any penalty whatsoever. Any Employee who believes he or she has been subject to retaliation or reprisal as a result of reporting a concern or making a complaint is to report such action to the CCO; a member of the Senior Management Team in the event the concern pertains to the CCO; Blue River Partners, LLC, the Company’s compliance consultant, via the online Compliance Portal; the Company’s outside legal counsel; or the relevant regulatory or law enforcement authority.

Chief Compliance Officer

Rule 206(4)-7 under the Advisers Act requires each SEC registered investment adviser to designate a chief compliance officer to administer its compliance policies and procedures. According to the adopting release for Rule 206(4)-7 under the Advisers Act, the CCO should be given full responsibility and authority to develop and enforce policies and procedures for the Company, and should be in a position of sufficient authority and seniority within the Company to compel others to adhere to compliance policies and procedures.

Statement by Management

The Company’s Senior Management Team and Managing Directors place the highest priority on adhering to the regulatory requirements of the Company. Thus, in connection with the appointment of the CCO and the implementation of the policies contained in this Manual, it is the intention of management to create a working environment whereby all Employees of the Company understand the regulatory obligations of the Company and practice a culture of adherence to such requirements, as detailed herein.

CCO Duties

The Company’s CCO is responsible for the general administration of the policies and procedures set forth in this Manual. The CCO or duly appointed designees shall review all reports submitted pursuant to this Manual, answer questions regarding the policies and procedures set forth in the Manual, update this Manual as required from time to time, and arrange for appropriate records to be maintained, including copies of all reports submitted under this Manual. Furthermore, the CCO is responsible for the periodic review of the policies and procedures of the Company set forth in this Manual for adequacy and effectiveness of implementation, as more fully described below in Section I.F. of this Manual.

⁷

Policy: Recordkeeping – Internal investigations [C6, C8]

⁸

Policy: Recordkeeping – Policy breaches [C8]

PRIVATE AND CONFIDENTIAL

Note: The CCO may designate certain individuals to administer compliance policies and procedures contained within this Manual (“designees”). Designees may include both third-party service providers as well as individuals within the Company.

Qualification and Training

According to the adopting release for Rule 206(4)-7 under the Advisers Act, chief compliance officers should be competent and knowledgeable regarding the Advisers Act, as well as the regulatory requirements of the investment adviser. To satisfy this requirement, the CCO will stay abreast of regulatory developments that may affect the Company and its Clients, which will likely involve self-study and attendance at industry conferences.9 In addition, the CCO will provide for periodic Employee training, as necessary, to keep Employees apprised of material regulatory developments affecting the Company. All new Employees of the Company will complete an initial compliance training that will cover the activities of the Company, its regulatory requirements and the policies contained in this Manual.¹⁰

Blue River Partners

In connection with maintaining the Company’s compliance program, the Company has retained Blue River Partners, LLC (“Blue River”), a third-party service provider, to assist in the day-to-day administration of its operations and these policies and procedures, including updating these policies and procedures and further developing the testing of these policies and procedures, as well as coordinating an annual review of the Company’s compliance program. To facilitate compliance reporting and documentation, Blue River hosts an online compliance reporting tool, “My Compliance Office” sponsored by the vendor TerraNua (the “Compliance Portal”). The Compliance Portal’s user-friendly features allow an efficient online administration of the compliance program tailored to Company’s specific needs. All Employees are required to maintain an account and make all disclosures via the Compliance Portal, through which Employees are able to comply with the various reporting and disclosure obligations outlined throughout this Manual. Blue River and the CCO work “hand in hand” in maintaining and reviewing the Company’s compliance program including the review and approval of disclosures made via the Compliance Portal. In addition, the CCO and Blue River periodically have compliance teleconferences to discuss and review the Company’s compliance program and other compliance related items and functions relating to the Company.

⁹

Policy: Periodic CCO training and education [P25]

¹⁰

Policy: Periodic Employee training and education [P26, P27, P28, P50]

PRIVATE AND CONFIDENTIAL

Compliance Contact Information

Employees should feel free contact the CCO with any questions or concerns relating to any aspect of the firm’s operations or compliance program. Below is the CCO contact information:

Name: Mr. A. Chris St. Paul

Address: 1177 West Loop South, Suite 1750 | Houston, Texas 77027

Phone Number: (713) 243-3225

Mobile Number: (713) 823-2344

Email: cstpaul@chiltoncapital.com

Additionally, Employees should feel free contact Blue River with any questions or concerns relating to any aspect of the Company’s operations or compliance program. Below is Blue River’s contact information:

Name: Michael R. Passmore

Address: 2777 North Stemmons Freeway, Suite 1425 | Dallas, Texas 75207

Phone Number: (214) 716-4360

Email: mpassmore@blueriverpartnersllc.com

Compliance Group Email: compliance@blueriverpartnersllc.com

As described above in Section I.A.2. of this Manual, the Fund is a separate series to the Trust. The Board of Trustees to the Trust (the “Trust Board”) has appointed a Trust Chief Compliance Officer (“Trust CCO”) who administers the Trust’s compliance program and regularly reports to the Trust Board on compliance matters and operational risks and how they are managed. The CCO works in conjunction with the Trust CCO to ensure the Fund and the Company, are in compliance pursuant to the Trust Policies and that the policies and procedures are working properly. Below is the Trust CCO contact information:

Name: Mr. Martin W. Dziura

Address: 309 Woodridge Lane | Media, Pennsylvania 19063

Phone Number: (610) 291-7554

Email: mwdziura@dziuracomplianceconsulting.com

Annual Review

Investment Advisers Act of 1940 - Rule 206(4)-7¹¹

Pursuant to Rule 206(4)-7 under the Adviser Act, the Company will review no less than annually the adequacy and effectiveness of its policies and procedures (the “Annual Review”). The purpose of the Annual Review is to determine that all compliance policies and procedures of the Company are working effectively and that there is adequate compliance oversight of the Company and its Employees and activities. The review will also help the Company identify areas where more resources or attention are required. The Annual Review will include, but not be limited to, the following areas:

¹¹

Policy: 206(4)-7 Annual Review [C1, C2, C3]

PRIVATE AND CONFIDENTIAL

●

Overall Compliance Program

○

Risk Assessment of the Company

○

Business and Compliance Program Updates

○

Regulatory Landscape Updates¹²

○

Written Policies and Procedures Review and Updates

○

Confidential Information, including Material Non-Public Information

○

Advisory Contracts

○

Employee Concerns and Policy Breaches/Exceptions

○

Recordkeeping and Documentation

○

Safeguards and Controls

○

Disaster Recovery/Business Continuity

○

Cybersecurity

○

CCO and Employee Compliance Training

○

Service Provider Reviews and Oversight

●

Client Matters

○

Investment Advisory Agreements

○

Required Client Communications

○

Anti-Money Laundering

○

Client Complaints

○

Client Privacy and Confidentiality

○

Disclosures and Communications

○

Promoter, Solicitors, Placement Agents, Marketers, Distributors and Wholesalers

○

Media Requests, Marketing and Advertising

●

Code of Ethics

○

Standard of Conduct/Fiduciary Duty

○

Onboarding and Training of Personnel

○

Personal Trading Activities

○

Initial, Quarterly and Annual Reporting, pursuant to Rule 204A-1 and Rule 17j-1

○

Collection of Information and Disclosure of Non-Public Personal Information

○

Conflicts of Interest

○

Political Contributions

○

Gifts and Entertainment

○

Outside Business Activities

○

Social Media

○

Email Surveillance

○

Recordkeeping Requirements

●

Portfolio Management

○

Investment Strategy Parameters

○

Client Investment Guidelines and Restrictions

○

Investment Process

○

Trade Orders

¹²

Regulatory Landscape Updates shall include, but is not limited to, the effect of and response to the SEC’s Office of Compliance Inspections and Examinations (“OCIE”) Risk Alerts and other regulatory requirements made by the Company during the Annual Review period.

PRIVATE AND CONFIDENTIAL

○

Best Execution

○

Trading Counterparties and Broker Selection

○

Allocations of Investments

○

Affiliated Transactions, Underwriters and Brokers

○

Soft Dollars

○

Short Selling and Rule 105

○

Private Placements and Restricted Securities

○

Ownership of Registered Investment Company Shares

○

Participation in Initial Public Offerings

○

Custody

○

Valuation of Portfolio Investments

○

Proxy Voting

○

Trade Errors

○

Liquidity

○

Leverage and Segregation

○

Derivative Transactions

○

Securities Lending

●

Regulatory Filings and Communication Relating to the Adviser and the Clients

○

Reporting Requirements Pursuant To:

■

Investment Advisers Act of 1940

■

Investment Company Act of 1940

■

Securities Act of 1933

■

Securities Exchange Act of 1934

■

Commodity Exchange Act of 1936

■

Employee Retirement Income Security Act of 1974

■

Internal Revenue Code of 1986

○

Financial Industry Regulatory Authority

○

Commodity Futures Trading Commission

○

National Futures Association

○

U.S. Department of the Treasury

○

U.S. Bureau of Economic Analysis

○

U.S. Department of Labor

○

Regulatory and Litigation Inquiries

○

Regulatory Examinations

The Annual Review shall address at a minimum the operation of the Company’s compliance policies and procedures since the last review, and whether the CCO has any recommendations for changes to such policies and procedures as the result of the Annual Review. The CCO shall prepare, and preserve a written summary of findings and, if any, recommendations resulting from the Annual Review. The CCO shall present the Annual Review to the Management Committee for review.

Risk Assessment

The Risk Assessment review consists of a formal risk assessment (the “Risk Assessment”) and testing program that considers areas of risk and identifies areas of interest which could lead to violations if not mitigated or fully disclosed, which includes, but is not limited to the following areas: (i) portfolio management processes, including allocation of investment opportunities among clients and consistency of portfolios with Clients’ investment objectives, disclosures by the Company, and applicable regulatory restrictions; (ii) trading practices, including procedures by which the Company satisfies its best execution obligation, uses Client brokerage to obtain research and other services (i.e., soft dollar arrangements), and allocates aggregated trades among Clients; (iii) proprietary trading of the Company and personal trading activities of Employees; (iv) accuracy of disclosures made to investors, Clients, and regulators, including account statements and advertisements; (v) safeguarding of Client assets from conversion or inappropriate use by advisory personnel; (vi) the accurate creation of required records and their maintenance in a manner that secures them from unauthorized alteration or use and protects them from untimely destruction; (vii) marketing advisory services, including the use of solicitors; (viii) processes to value Client holdings and assess fees based on those valuations; (ix) safeguards for the privacy protection of client records and information; (x) business continuity plan; (xi) any conflicts of interest which could lead to violations if not mitigated or fully disclosed; and (xii) the Company’s compliance program, including policies and procedures the Company has established and implemented to address each of the above areas and other areas of the compliance program.

PRIVATE AND CONFIDENTIAL

The Company’s Risk Assessment will be continuous in nature in order to respond to changes in the Company’s business operations, clientele, and the regulatory environment, among other potential changes. The CCO, or designee, will discuss potential changes internally, as well as with their compliance consultant, Blue River, on a monthly basis and add any potential issues to the risk assessment matrix used for the Annual Review. The identification of risk will be measured and identified by considering both the likelihood of the risk occurring and how harmful it would be to the Company and to Clients if the risk were to actually occur. A rating to each risk will be assigned (e.g., high-medium-low or 1-5) to prioritize the risks and address the areas that have the greatest exposure. Each risk listed will be mapped to the specific policy and procedure that is intended to either eliminate the risk or, if eliminating the risk is not possible, mitigate the risk. Where no policy or procedure exists to address a particular risk, the CCO will develop appropriate policies and procedures. Issues that trigger an immediate review include any change in the Company’s advisory business, regulatory changes and/or any internal compliance matters.

Policy Updates

The CCO is responsible for developing, disseminating and updating compliance policies with regard to changes to the business of the Company and regulatory developments that govern or affect the conduct of the Company and its Clients, as well as overseeing the training of Employees in these matters.13 14 In addition to the Company’s Annual Review referenced above in Section I.F. of this Manual, more frequent reviews of the Company’s compliance program are appropriate upon the occurrence of events that necessitate more immediate changes. Each component of this Manual will be reviewed in light of significant changes and factors relevant to the Company’s business, such as:

¹³

Policy: Manual updates [C4, C5]

¹⁴

Policy: Employee training regarding policy updates [P26, P27]

PRIVATE AND CONFIDENTIAL

●

Legislative and regulatory developments, including new risk alerts are issues by the SEC

●

Changes in business practices

●

Changes in regulatory registrations held by the Company or its Employees

●

Variations in the Company’s Client base and/or investment strategies and products

●

The growth of the Company’s assets under management

●

Employee conduct

PRIVATE AND CONFIDENTIAL

II.

EMPLOYEE MATTERS

In addition to the responsibility for understanding and complying with the policies and procedures set forth in this Manual, Employees will be required to submit periodic documentation to the Company, as detailed below.

Annual Compliance Manual and Code of Ethics Acknowledgement

Before or promptly after an Employee is hired or otherwise becomes associated with the Company (or before or promptly after an Employee otherwise becomes subject to this Manual), he or she will be provided with a copy of this Manual. Promptly after receipt, each such Employee is required to submit to the CCO or designee a written or electronic acknowledgement in the form of Exhibit A to Appendix III, in which the Employee must acknowledge and certify that he/she has received, reviewed, understands and shall comply, and continue to comply with, the policies and procedures set forth herein.¹⁵

Additionally, each Employee will be provided with a copy of any material amendment(s) to this Manual and will be required to complete and execute an acknowledgment in the form of Exhibit A to Appendix III, with respect to such amendment. On at least an annual basis, each Employee must submit to the CCO or designees a written or electronic acknowledgment in the form of Exhibit A to Appendix III, stating among other things, that such person has received and reviewed any amendments to the Manual and that such person has complied and will continue to comply with all applicable policies and procedures contained in the Manual.¹⁶

Outside Business Activities

All outside activities conducted by an Employee which either (i) involve serving as a director, manager, member, trustee, general or managing partner or officer of, or as a consultant to, any outside business corporation, partnership or organization including family owned businesses, and charitable, non-profit, and political organizations; (ii) involve a substantial time commitment; or (iii) involve employment, teaching assignments, lectures, public speaking, publication of articles, or radio or television appearances must be approved beforehand by the CCO. The CCO may require full details concerning the proposed outside activity including the number of hours involved and the compensation to be received. Outside activities will be approved only if conflict of interest issues can be satisfactorily resolved and all of the necessary disclosures are made in applicable disclosure documents, including Part 2B of the Company’s Form ADV. Employees may not serve on the board of any company whose securities are publicly traded, or of any company in which the Company or any Client account owns securities, without the prior approval of the CCO.¹⁷ If an Employee is permitted to serve on the board of a publicly traded entity, he or she will be isolated from those persons who make investment decisions with respect to the securities of that entity, through a “fire wall” or other such procedures as determined by the CCO. The Company reserves the right to modify or withdraw approval at any time at its sole discretion if it determines that a previously approved relationship may result in an actual conflict of interest, or the appearance of an actual or potential conflict of interest in the future.

¹⁵

Policy: New Employee reporting – Manual and COE acknowledgements (initial) [P36, P37, P38]

¹⁶

Policy: Employee reporting – Manual and COE acknowledgements (annual) [P1, P2]

¹⁷

Policy: Pre-clearance: Board participations [P17]

PRIVATE AND CONFIDENTIAL

As stated herein above, all outside activities conducted by an Employee must be approved prior to participation by the CCO by completing “Outside Business Activities Questionnaire” via the Compliance Portal or by completing the form included herein as Exhibit E to Appendix III.^{18 19 20} Once an outside activity has been approved by the CCO, an Employee may engage in such activity and nothing contained herein should be deemed to restrict or otherwise impair such Employee’s ability to perform services related to such outside activity; provided, however, the Employee remains subject to the policies and procedures set forth herein to the extent that any of Employee’s approved outside activities (or any duties or services associated herewith) relate to the Company and/or its Clients and to the extent that any actual or potential conflicts of interest arise from such activity.

In addition, to the extent that the Company files a Form U-4 for an Employee seeking to engage in an outside business activity, the Form U-4 may need to be updated to reflect the activity.²¹ Please see Section III.G.1.ii. of this Manual for additional policies relating to the Form U-4.

Code of Ethics and Personal Trading Activity

Rule 204A-1 of the Advisers Act requires registered investment advisers to establish, maintain and enforce a written code of ethics that includes, among other things, standards of business conduct that the Company requires of its Employees, provisions that require Employees to comply with applicable federal securities laws and provisions that require “access persons” of the Company to report, and the Company to review, their personal securities transactions and holdings periodically. To comply with this rule, the Company has adopted a Code of Ethics, a copy of which is attached hereto as Appendix III. All Employees are required to carefully review the Code of Ethics and the policies and procedures set forth therein.

Pursuant to the Company’s Code of Ethics, attached to this Manual as Appendix III, all Employees are required to disclose all personal securities transactions and accounts, which will include submission of the following reports by the Employee or their brokerage firm(s):

●

Personal Account Disclosure Form – Exhibit I to Appendix III^{22 23}

●

Employee Securities Holdings Report (new Employees must complete and return their Initial Holdings Report within ten (10) calendar days of hire.) – Exhibit J to Appendix III²⁴

¹⁸

Policy: Employee Reporting – OBA Forms [P4, P43]

¹⁹

Policy: Filings – ADV 2B Updates – OBA’s[P6]

²⁰

Policy: Filings – NFA Updates – OBA’s[P7]

²¹

Policy: Filings – U-4 Updates – OBA’s[P5]

²²

Policy: New Employee reporting – personal trading accounts (initial) [P39, P40, P41]

²³

Policy: Employee reporting – personal trading accounts (annual/quarterly) [P9]

²⁴

Policy: New Employee reporting – holdings reports (initial) [P42]

PRIVATE AND CONFIDENTIAL

●

Employee Securities Holdings Report (existing Employees must complete and return their Annual Holdings Report within thirty (30) calendar days after the end of each calendar year) – Exhibit J to Appendix III²⁵

●

Employee Quarterly Transaction Reports (existing Employees must complete and return their Quarterly Transaction Reports within thirty (30) calendar days after the end of each calendar quarter) – Exhibit K to Appendix III²⁶

Prohibition Against Insider Trading

Section 204A of the Advisers Act requires each registered investment adviser to establish, maintain and enforce written policies and procedures reasonably designed, taking into consideration the nature of such investment adviser’s business, to prevent the misuse in violation of the Advisers Act or the Exchange Act, or the rules and regulations thereunder, of material, non- public information by such investment adviser or any person associated with such adviser. To comply with Section 204A of the Advisers Act, the Company has adopted the Insider Trading Policy, a copy of which is found in Section C of the Company’s Code of Ethics attached as Appendix III to this Manual. It is imperative that each Employee carefully reviews, understands and complies with the policies and procedures set forth in Appendix III.

Disciplinary Events

The Company is required to update its Form ADV promptly in the event that certain information becomes inaccurate, including certain disciplinary information relating to the Company or any of its Employees. To ensure that the Company is able to monitor Employees in a manner that will allow it to fulfill its fiduciary responsibilities to its Clients and be in a position to properly complete regulatory filings, Employees are required to complete periodic disciplinary certifications by completing the “Employee Disciplinary Questionnaire Form” via the Compliance Portal or by completing Form A, attached to this Manual. Employees are required to complete the Employee Disciplinary Questionnaire Form via the Compliance Portal or by completing Form A, following their initial hire date and must promptly notify the CCO in the event any of their responses to the disciplinary questionnaire change during the course of the year.²⁷ Thereafter, Employees are required to acknowledge via the Compliance Portal or in Form A that there are no past or present legal or disciplinary events to be disclosed.²⁸

Disciplinary Matters – Reportable Events

All Employees are required to notify the CCO immediately in the event of any “reportable events.” A reportable event occurs when an Employee:

●

Violates any provision of any securities law or regulation or any agreement with or rule or standard of any government agency, self-regulatory organization or business or professional organization or has engaged in conduct which is inconsistent with just and equitable principles of trade or detrimental to the interests or welfare of the exchanges;

²⁵

Policy: Employee reporting – holdings reports (annual) [P3]

²⁶

Policy: Employee reporting – transactions reports (quarterly) [P8]

²⁷

Policy: New Employee reporting – disciplinary actions (initial) [P44]

²⁸

Policy: Employee reporting – disciplinary actions (annual, quarterly) [P11]

PRIVATE AND CONFIDENTIAL

●

Is the subject of any written customer complaint involving allegations of theft or misappropriation of funds or securities or forgery;

●

Is named as a defendant or respondent in any proceeding brought by a regulatory or self- regulatory body;

●

Is denied registration, expelled, enjoined, directed to cease and desist, suspended or otherwise disciplined by any securities, insurance or commodities industry regulatory or self-regulatory organization; is denied membership or continued membership in any self- regulatory organization; or is barred from becoming associated with any member or member organization of any self-regulatory organization;

●

Is charged with, indicted or convicted of or pleads guilty or nolo contendere to any felony or misdemeanor (i) in connection with the purchase or sale of any security; (ii) involving the making of any false filing with the SEC; or (iii) arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities;

●

Is arrested, arraigned, indicted or convicted of or pleads guilty to or pleads no contest to any criminal offense (other than minor traffic violations);

●

Is a director, controlling stockholder, partner, officer or sole proprietor or an associated person with a broker, dealer or insurance company which was suspended, expelled or had its registration denied or revoked by any agency, jurisdiction or organization or is associated in such a capacity with a bank, trust company or other financial institution which was convicted of or pleaded no contest to any felony or misdemeanor;

●

Has an order entered against him/her by the SEC or the CFTC or the NFA that (i) suspends or revokes his/her registration as a broker, dealer, municipal securities dealer or investment adviser; (ii) places limitations on his/her activities, functions or operations; or (iii) bars him/her from being associated with any entity or from participating in the offering of any penny stock;

●

Has an order entered against him/her by the SEC or the CFTC or the NFA that orders him/her to cease and desist from committing or causing a violation or future violation of (i) any scienter-based anti-fraud provision of the federal securities laws or any other rule or regulation thereunder, or (ii) Section 5 of Securities Act of 1933, as amended (the “Securities Act”);

●

Is subject to any order, judgment or decree of any court of competent jurisdiction that restrains or enjoins him/her from engaging or continuing to engage in any conduct or practice: (i) in connection with the purchase or sale of any security; (ii) involving the making of any false filing with the SEC; or (iii) arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities;

●

Has filed or is named as underwriter in any registration statement or Regulation A offering statement filed with the SEC that was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued;

PRIVATE AND CONFIDENTIAL

●

Is subject to a United States Postal Service false representation order or a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations;

●

Is a defendant or respondent in any securities or commodities-related civil litigation or arbitration which has been disposed of by judgment, award or settlement for an amount exceeding $15,000;

●

Is or becomes associated in any business or financial activity with any person who is subject to a “statutory disqualification” as that term is defined in the Exchange Act; or

●

Is the subject of any claim for damages by a customer, broker or dealer which is settled for an amount exceeding $15,000.

Although any one of these events may not result in dismissal, disciplinary action up to and including termination may result if an Employee does not properly notify the CCO immediately following the incident. Where required, the Company will be responsible for notifying the appropriate authorities of the occurrence of such event by an Employee.

Please see below Section III.G.1.i.e. of this Manual for more information concerning the types of disciplinary events presumed to be material

Political Contributions

In connection with administering compliance controls relating to Rule 206(4)-5 under the Adviser Act (the “Pay-to-Play Rule”), Employees of the Company will be required to disclose certain political contributions, and may be required to attest to periodic certifications that such Employees have not made any political contributions in violation of the Pay-to-Play Rule by completing the “Pay-To-Play Acknowledgement Form” via the Compliance Portal or by completing the form included herein as Exhibit N to Appendix III.²⁹ In addition, new Employees may be required to disclose all political contributions for the two (2) years prior to the date of their employment with the Company by completing the “New Employee Political Contribution Declaration Form” via the Compliance Portal or by completing the form included herein as Exhibit O to Appendix III.³⁰ For a more complete discussion of the Pay-to-Play Rule and the Company’s policies relating thereto, please see Section E.3. of the Code of Ethics, which is attached hereto as Appendix III.

Conflicts of Interest and Prohibited Activities; Gifts

Conflicts of Interest and Prohibited Activities

As a fiduciary, the Company owes a duty of undivided loyalty and generally should avoid any activity that conflicts with the interests of any Client. The Company has an affirmative obligation to act in the best interests of its Clients and to make full and fair disclosure of all material facts, particularly in situations where the Company’s interests may conflict with those of its Clients. The CCO or designee will review the Company’s business practices from time to time in an attempt to identify issues that may pose actual or potential conflicts of interest between the Company and its Clients. After identifying a conflict of interest, the CCO will determine whether the Company has in place adequate policies and procedures that are designed to address the conflict in a manner that is fair and equitable for the Company and its Clients.

²⁹

Policy: Employee reporting – political contributions (quarterly/annual) [P12]

³⁰

Policy: New Employee reporting – Political contributions [P45]

PRIVATE AND CONFIDENTIAL

All Employees should use commercially reasonable efforts to identify any material conflicts of interest relating to the Company’s business activities and alert the CCO of such conflicts.

It is a violation of an Employee’s duty of loyalty to the Company for any Employee, without the prior written consent of the CCO:

●

To rebate, directly or indirectly, to any person, firm or corporation any part of the compensation received from the Company as an Employee; and

●

To accept, directly or indirectly, from any person, firm, corporation or association, other than the Company, compensation of any nature as a bonus, commission, fee, gratuity or other consideration in connection with any transaction on behalf of the Company or a client account.

Gifts and Entertainment

The Company recognizes the value of fostering good working relationships with individuals and firms doing business or seeking to do business with the Company. Subject to the guidelines below, Employees are permitted, on occasion, to accept gifts and invitations to attend entertainment events. However, Employees should always act in the best interests of the Company and its Clients and should avoid any activity that might create an actual or perceived conflict of interest or impropriety in the course of the Company’s business relationships. Employees should not accept any gifts or entertainment invitations that have the likelihood of influencing their decisions regarding the business transactions involving the Company. Employees should contact the CCO to discuss any offered activity or gift that may create such a conflict.³¹ The Company reserves the right to prohibit the acceptance or retention of a gift or offer of entertainment, regardless of value, as it may determine in its sole discretion.

Generally, Employees may not accept, or give, any investment opportunity, gift, gratuity or other thing of more than nominal value, from any person or entity that does business, or desires to do business, with the Company directly or on behalf of an advisory Client. Nominal gifts should not be accepted or given if, to a reasonable observer, it might appear that the gift would influence the recipient’s business decisions. Employees may, however, generally accept gifts from a single giver so long as their aggregate annual value is “nominal” within normal social and business standards. Notwithstanding the foregoing, Employees must obtain the approval of the CCO before giving or accepting any gift valued at $200 or more. Employees may also attend or provide business meals, business related conferences, sporting events and other entertainment events at the expense of the giver, so long as the expense is reasonable within normal social and business standards and both the giver and the recipient employee(s) are present. Notwithstanding the foregoing, Employees must obtain the approval of the CCO before giving or accepting any entertainment event valued at $1,000 or more. Whenever reasonably possible, such employee(s) must inform the CCO prior to the event taking place, and in any event within two (2) business days after the event. Employees must report and provide details of any gift, gratuity or other thing of more than nominal value to the CCO.

³¹

Policy: Pre-clearance – gift conflict [P33, P34]

PRIVATE AND CONFIDENTIAL

Notwithstanding the foregoing, Employees may not give or receive a gift or provide entertainment that is inappropriate under the circumstances or is otherwise inconsistent with applicable law or regulations. All questions relating to this policy should be directed to the CCO.

The Company has adopted the following principles and procedures governing gifts and entertainment:

●

Any gifts or entertainment of significant nominal value (as defined above) offered from an existing or prospective firm service provider or counterparty must be approved by the CCO by completing “Gift and Entertainment Approval Form” via the Compliance Portal or by completing the form included herein as Exhibit P to Appendix III;³²

●

Employees may not accept more than two (2) gifts or attend more than two (2) entertainment events per year, regardless of value, given or sponsored by the same person or entity without approval from the CCO via the Compliance Portal or by completing the form included herein as Exhibit P to Appendix III;³³

●

Employees may not request or solicit gifts or particular entertainment events;

●

No gift of cash or cash equivalents may be accepted;

●

Items such as pens, coffee mugs or clothing items with a counterparty’s logo are excluded.

Interactions with Attorneys

If an Employee is contacted about the Company by anyone claiming to be an attorney, including an attorney claiming to represent the Company, the Employee should immediately refer the person to the CCO. Do not share information about the Company without the CCO’s prior approval.

Interactions with Government Officials

Inquiries from anybody claiming to be a government official generally should be referred to the CCO. The CCO will take reasonable steps to verify the identity of any individuals claiming to be government officials. Among other things, the CCO may ask the individuals for their contact information, verify that the phone number given matches the published number for the relevant government office, and confirm that the individuals can be reached at the number given. The CCO is also responsible for keeping notes reflecting any conversations with government officials. All correspondence mailed to government officials or agencies should be sent using the return receipt service.

³²

Policy: Pre-clearance – significant gift/entertainment [P31, P34]

³³

Policy: Pre-clearance –gift/entertainment limit [P32, P34]

PRIVATE AND CONFIDENTIAL

Involvement in Litigation

Any lawsuits against the Company should be immediately brought to the attention of the CCO upon receipt of service or other notification of the pending action. An Employee must advise the CCO immediately if he or she becomes involved in or threatened with litigation or an administrative investigation or proceeding of any kind, is subject to any judgment, order or arrest, or is contacted by any regulatory authority (except as otherwise prohibited under applicable law).

Notice also should be given to the CCO upon receipt of a subpoena for information relating to any matter in litigation, or receipt of a garnishment lien or judgment against the Company or any of its clients or Employees. The Company’s legal counsel will determine the appropriate response in consultation with the CCO.

Regulatory Inquiries

All inquiries, notices of examination or inspection, and requests for information, from any governmental agency or self-regulatory organization concerning the Company generally should be sent to the CCO and Blue River upon receipt. The intention behind this policy is to ensure that the Company responds in a consistent and uniform basis to all regulatory inquiries.

Regulatory inquiries may be received by mail, telephone, facsimile or personal visit. In the case of a personal visit, demand may be made by a regulator for the immediate production or inspection of documents. While any telephone or personal inquiry should be handled in a courteous manner, the caller or visitor generally should be informed that a response requires the approval of the CCO. In the case of a personal visit, the visitor should be asked to wait briefly while a call is made to Blue River for guidance on how to deal with the matter. In the case of a telephone inquiry, the caller should be informed that his or her call will be promptly returned. Letter inquiries should be forwarded to Blue River for response.

III.

ADVISORY SERVICES

Advisory Contracts

Requirements

The Advisers Act and the rules thereunder and the numerous interpretations of the SEC impose a number of requirements and limitations on advisory contracts entered into by investment advisers (“Advisory Contracts”). In addition, the Company has determined that, as a matter of best practice, its Advisory Contracts should contain a number of other specific provisions. The Company has adopted the following guidelines and procedures in order to ensure that all Advisory Contracts of the Company comply with applicable federal and state laws and its best practices.

PRIVATE AND CONFIDENTIAL

No Assignment Without Consent

Section 205(a)(2) of Advisers Act prohibits the Company from entering into an Advisory Contract with a Client that “fails to provide, in substance, that no assignment of such contract shall be made by the Company without the prior written consent of the Client.”34 This is the baseline requirement that an Advisory Contract must, without exception, afford the Client the opportunity to consent to his or her Advisory Contract being assigned to another investment adviser.

The definition of “assignment” contained in Section 202(a)(1) of the Advisers Act is quite broad and an assignment would be deemed to occur, for example, as a result of a transfer of a controlling block of ownership of the Company. At a very high level, an assignment occurs if there is a change in control at the Company. There is an oft-cited rebuttable presumption that “control” constitutes a 25% or more ownership/voting interest in the Company.

In recognition of the fact that this broad definition encompasses many types of transactions that, while technically an assignment, do not in fact alter the actual control or management of an adviser, the SEC adopted Rule 202(a)(1)-1, which deems transactions that do not result in a change of actual control or management of the adviser not to be an assignment under the Advisers Act.

ii.

Termination of Agreements

The Company’s advisory contracts generally contain provisions that govern when an advisory contract may be terminated. The Company is required to return any pre-paid advisory fees subject to a pro-rated deduction for fees for services rendered.³⁵

iii.

Other Terms

●

Each Advisory Contract should contain an acknowledgment of receipt of Part 2A and Part 2B of the Company’s Form ADV;

●

Each Advisory Contract should contain an acknowledgment of receipt of the Privacy Notice of the Company;

●

Set forth the Company’s authority (i.e., discretionary or non-discretionary) over the Client’s account;

●

Specify the assets, funds and accounts subject to the management of the Company;

●

Describe the duties and services to be performed by the Company;

●

Identify the Client’s investment objective(s), guidelines and any account or investment restrictions;

●

Specify the Company’s compensation and the manner of payment;

●

Include provisions providing for the termination of the Advisory Contract;

³⁴

Policy: Assignment of advisory contract – client consent required [C10]

³⁵

Policy: Advisory contract termination – refund pre-paid fees [C11]

PRIVATE AND CONFIDENTIAL

●

Whenever the Client’s investment objectives, guidelines or restrictions or any other term of an Advisory Contract has changed, the Advisory Contract should be amended to reflect such changes;

●

Obtain Client consent to the electronic delivery of account documents;

●

Advisory Contracts generally should not contain the following terms or provisions:

○

Waiver of Compliance. No contractual or other provision may purport to waive compliance with the Advisers Act or rules thereunder; and

○

Termination Penalties. An Advisory Contract may not impose a penalty on the client for terminating the Advisory Contract or the services of the Company.

iv.

Form

The Company requires that all of its advisory contracts with Clients be in writing.³⁶

Compliance Procedures

The CCO or his duly appointed designees will review and approve each form of Advisory Contract entered into with a Client. The CCO or his duly appointed designees shall be responsible for ensuring that all Clients complete appropriate advisory contracts and such contracts comply with the requirements stated above. Employees are required to provide a copy of each new Advisory Contract entered into with a client to the CCO or his designee. Employees may not make any material alterations to the form of Advisory Contract without the approval of the CCO.

Advisory Fees³⁷

Fee Disclosure

Except for performance fees, the Advisers Act does not specifically address or explicitly regulate the types or amount of advisory fees the Company may charge Clients for its advisory services. Rather, the Advisers Act regulatory scheme relies primarily on disclosure and the SEC requires that an adviser, as a fiduciary, make full and fair disclosure to Clients about the fees charged.

The Company will disclose to each of its Clients information regarding the fees and expenses that will be charged to such Clients, including management and performance-based fees, via the Company’s Form ADV and relevant offering memorandum.³⁸

Please see Section III.G.1.i. of this Manual for a further discussion of the Company’s disclosure requirements in Form ADV.

³⁶

Policy: Written advisory agreements [C9]

³⁷

Expense Testing [EX1, EX3]

³⁸

Policy: Filings – ADV updates [F1, F2, F3, F4]

PRIVATE AND CONFIDENTIAL

Performance Fees

General Prohibition

Section 205(a)(1) of the Advisers Act prohibits a registered investment adviser (including a state registered investment adviser) from entering into any advisory contract that provides for compensation based on a share of the capital gains or capital appreciation in a Client’s account or any portion thereof (i.e., incentive or performance fee). Notwithstanding the foregoing, the SEC has concluded that certain types of sophisticated Clients should be able to enter into a performance fee arrangement with an adviser and, accordingly, has adopted a number of significant exceptions to the foregoing prohibition. Before entering into any Advisory Contract, the CCO or his designee should take reasonable steps to ensure that the Client qualifies as one of the following: (i) Qualified Purchaser; or (ii) Qualified Client.

Section 205(a)(1) of the Advisers Act generally prohibits the Company from entering into an investment advisory agreement with a Client that calls for the Company to receive an “incentive” or “performance” fee. In general, an incentive or performance fee is defined as a fee providing for compensation on the basis of a share of capital gains upon, or capital appreciation of, the Clients’ funds or any portion of the Clients’ funds.

ii.

Exceptions to Prohibition

The prohibition against performance fees contained in Section 205(a)(1) does not apply to, among other exceptions, the following:

●

advisory contracts with persons who are not residents of the United States;

●

advisory contracts with “private investment companies” relying on the exception from investment company registration provided by Section 3(c)(7) of the Investment Company Act (i.e., a private investment company selling its securities only to “qualified purchasers” and not making a public offering); or

●

an advisory contract with a business development company, provided that the conditions specified in Section 205 are satisfied.

In addition to these exceptions, Rule 205-3 under the Advisers Act provides that the Company may enter into performance fee arrangements with a Client so long as the Client is a “Qualified Purchaser” or “Qualified Client”

●

“Qualified Purchaser” is defined under Section 2(a)(51) of the 1940 as: (a) any natural person (including any person who holds a joint, community property, or other similar shared ownership interest in an issuer that is excepted under Section 3(c)(7) with that person’s qualified purchaser spouse) who owns not less than $5,000,000 in investments; (b) any company that owns not less than $5,000,000 in investments and that is owned directly or indirectly by or for two (2) or more natural persons who are related as siblings or spouse (including former spouses), or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or foundations, charitable organizations, or trusts established by or for the benefit of such persons; (c) any trust that is not covered by clause (b) and that was not formed for the specific purpose of acquiring the securities offered, as to which the trustee or other person authorized to make decisions with respect to the trust, and each settlor or other person who has contributed assets to the trust, is a person described in clause (a), (b), or (d); or (d) any person, acting for its own account or the accounts of other qualified purchasers, who in the aggregate owns and invests on a discretionary basis, not less than $25,000,000 in investments.

PRIVATE AND CONFIDENTIAL

●

“Qualified Client” is defined under Rule 205-3 of the Advisers Act as: (a) natural persons or companies that have at least $1,000,000 under management with the Company immediately after entering into the contract; (b) natural persons or companies that the Company reasonably believes either have a net worth of more than $2,100,000 at the time that the contract is entered into or are “qualified purchasers” under Section 2(a)(51)(A) of the 1940 Act; or (c) natural persons who immediately before entering into the contract are either executive officers, directors, trustees, general partners (or serve in similar capacities) of the Company or Employees of the Company who in their regular functions have participated in the Company’s investment activities for at least 12 months.

iii.

Compliance Procedures

For purposes of qualifying for the exception contained in Rule 205-3, the Company may enter into a performance fee arrangement only if the Client is a “qualified client.”

Performance fee arrangements will be disclosed to each Client in writing via the Company’s Form ADV Part 2A and applicable governing document or similar documents.³⁹ All performance fee arrangements will be approved in advance by the CCO.⁴⁰

Wrap Fee Programs

General

Rule 204-3(g)(4) under the Advisers Act defines a wrap fee program to be an advisory program under which any client is charged a specified fee or fees not based directly on transactions in a client’s account for investment advisory services (which may include portfolio management or advice concerning the selection of other advisers) and execution of client transactions. A wrap fee program generally involves charging a client’s account a single, bundled, or “wrap” fee for investment advice, brokerage services, administrative expenses, and other fees and expenses. While wrap fee programs may be called different names—such as asset allocation program, asset management program, investment management program, mini-account, uniform managed account, or separately managed account—the defining feature is that they offer bundled investment management and brokerage services for one fee. There is typically a sponsor for a wrap fee program, i.e., unaffiliated investment advisers, broker-dealers or other persons that, for a portion of the fee, sponsors, organizes, or administers the program or selects, or provides advice to clients regarding the selection of, other investment advisers in the program. Some wrap fee programs have more than one sponsor.

³⁹

Policy: Filings – ADV updates [F1, F2, F3, F4]

⁴⁰

Policy: Subscription review – investor qualification [I14, I15]

PRIVATE AND CONFIDENTIAL

The key to understanding whether any one of the advisory services of an investment adviser is a wrap fee program is to analyze the brokerage fees charged to the client. If clients are charged for execution services based on a percentage of the overall client assets being managed, the program should likely be considered a wrap-fee program. If clients are provided advisory services, but are charged advisory fees along with transaction-based commissions, the program is likely not a wrap-fee program. In fact, the SEC has specifically stated that when transaction fees are charged to clients separately from the overall management fee charged to the client, such an arrangement is not a wrap-fee program.

Other parties may also receive a portion of the client’s overall management fee. For example, a wrap fee program may allow the investment adviser’s portfolio manager to select one or more other unaffiliated investment advisers. Each unaffiliated investment adviser selected for the client receives a portion of the client’s management fee for managing a portion of the client’s assets. Another example involves the ability for outside or unaffiliated registered investment advisers to act as portfolio managers or solicitors of the program. Under these arrangements, the outside registered investment adviser also receives a portion of the client’s overall management fee.

Company Participation in Wrap Fee Programs

As stated herein above in Section I.A.2., Advisory Services and Client Types, of this Manual, the Company offers its investment strategies to Clients invested in three different types of Wrap Fee Programs:

●

“Single Contract Programs” in which the Company enters into a contract with a Sponsor to provide discretionary advisory services to the Sponsor’s clients;

●

In Single and Dual Contract Programs, Sponsors introduce Clients to the Company and generally provide Clients a package of services which may include any or all of the following: discretionary investment management, trade execution, account custody, performance monitoring and manager evaluation. Sponsors receive a (“Wrap Fee”) from Clients for providing this package of services and the Company receives a portion of the Wrap Fee from the Sponsor for its portfolio management and investment advisory services. Sponsors typically: (i) assist Clients in defining their investment objectives based on information provided by the Clients; (ii) determine whether the given Wrap Fee arrangement is suitable for each Client; (iii) aid in the selection and monitoring of investment advisers (whether the Company or another adviser) to manage accounts (or a portion of account assets); and (iv) periodically contact Clients to ascertain whether there have been any changes in Clients’ financial circumstances or objectives that warrant changes in the arrangement or the manner in which Clients’ assets are managed. The Company generally receives Client information through Sponsors and relies on Sponsors to forward current and accurate Client information on a timely basis to assist in the Company’s day-to-day management of Clients’ portfolios. Single and Dual Contract Program Clients may also contact the Company directly concerning their accounts.

PRIVATE AND CONFIDENTIAL

Under the typical Model Program, the Company provides Sponsors with initial model portfolios at the inception of the arrangement and then provides updates of the model portfolio on a regular basis as part of the Company’s trade rotation procedures or at such other intervals agreed to by the Company and the Sponsor. Please see below, Section IV.F. of this Manual for more information on trade rotation. Investors in Model Programs do not have direct access to the Company. In Model Programs, Sponsors or overlay managers have investment discretion to accept, reject or modify the Company’s trade recommendations and apply them to their clients’ accounts. As a result, the Company generally does not consider these assets as discretionary assets. In certain cases, the Company may enter Model Programs and retain investment discretion; however, the Company may not have the responsibility to place orders for the execution of trades for Clients. In these instances, the Sponsors (or the broker-dealer affiliated with the Sponsors) are solely responsible to execute transactions for such trades and are solely responsible for providing best execution for such trades.

Suitability of Wrap Fee Programs

Wrap Fee Programs may not be suitable for any given Client. Suitability depends on a number of factors, including the applicable Wrap Fee, account size, anticipated account trading activity, the Client’s financial needs, circumstances and objectives, and the value of the various services provided. Clients should be instructed to consult with their Sponsor to determine whether investing through a Wrap Fee Program is suitable for their circumstances. The Company’s suitability responsibility is limited to ensuring that investments chosen for an account are appropriate in light of the investment strategy selected by a Client or the Sponsor.

Smaller Wrap Fee Program accounts may not receive or be able to fully implement all of the Company’s investment recommendations for a particular strategy depending on the price of securities and the size of the account. The Company may also be restricted from investing in certain securities due to operational constraints or limitations set by the Sponsor. Clients investing in Wrap Fee Programs should receive Appendix 1 of Form ADV Part 2A (the “Wrap Fee Program Brochure”) from the Sponsor detailing all aspects of the Wrap Fee Program prior to selecting the Company as an investment manager. Clients should review program documentation carefully and discuss with their financial adviser whether these programs, and the Company’s strategies, are appropriate for their investment needs and circumstances.

PRIVATE AND CONFIDENTIAL

Fees of Wrap Fee Programs

In Single Contract and Model Programs, Sponsors’ clients receive and pay for a package of services. Each of these programs varies and generally includes one or more of the following fees: program fee, custodial fee, trading expenses and the Company’s management fee. Fees for these bundled programs vary and Clients may pay fees which in the aggregate may be as high as 3.0%. Clients in these programs pay fees to their Sponsors and the Sponsors pay the Company a portion of its fee for the Company’s portfolio management services. In Dual Contract Programs, the Company’s fee is typically “unbundled,” meaning that Clients pay the Company’s management fee directly to the Company and other program fees to their Sponsors. Clients who participate in Wrap Fee Programs should be aware that services similar or comparable to those provided to them as a participant in a Wrap Fee Program may be available at a lower aggregate cost elsewhere separately or on an unbundled basis.

In certain circumstances, Single and Dual Contract Program Clients may be charged fees, commissions or expenses in addition to their bundled fee. For example, if a Sponsor or another broker-dealer executes a trade as a principal, the Client will pay “mark-ups” and “mark-downs” on these trades. Sponsors typically receive no commissions from trades effected on an agency basis and as a result, may have an incentive to effect trades as principal in order to obtain “mark ups” and “mark-downs.” Single and Dual Contract Program Clients also may pay commissions if the Company “trades away” or uses “step-out” transactions in trading on behalf of the Client’s account and for offering concessions and related fees for purchases of unit investment trusts, mutual funds and other public offerings of securities. Please see below Section IV.C.2. “Wrap Fee Program Brokerage Practices” of this Manual for more information regarding the brokerage practices of Wrap Fee Program, specifically Single and Dual Contract Program Clients.

Generally, Clients invested in Dual Contract Programs typically pay the Company’s management fees in advance on a quarterly basis. Additionally, the Company receives payment in advance on a quarterly basis with respect to certain Single Contract and Model Programs. To the extent the Company receives fees in advance, and Client that terminate before the end of a billing period shall receive a refund for the pro-rata portion of the fee attributable to the remaining time in the billing period after the effective date of the termination of the Client’s account. The Company shall calculate and refund the unearned, prepaid fee directly to the Client or to the Sponsor on the Client’s behalf for Dual Contract Program Clients. Sponsors shall calculate and administer refunds of the unearned, prepaid amounts to Single Contract and Model Program Clients.

Form ADV - Part 2A Disclosures for Wrap Fee Programs

Under Rule 204-3(f)(1) of the Advisers Act, an investment adviser that is compensated under a wrap-fee program for sponsoring, organizing, or administering a wrap-fee program, or for providing advice to clients under the wrap-fee program, must provide clients the Wrap Fee Program Brochure. Wrap Fee Program Brochure must be provided to clients in lieu of providing the investment adviser’s Form ADV Part 2A brochure. Therefore, the Wrap Fee Program Brochure is a completely separate document from Part 2A of Form ADV brochure.

PRIVATE AND CONFIDENTIAL

While considered separate documents, Part 2A of Form ADV brochure and the Wrap Fee Program Brochure will contain similar language and details. The Wrap Fee Program Brochure must contain specific information about the wrap-fee program. It does not need to contain information regarding other programs offered by the investment adviser, such as information which must be contained in Part 2A of Form ADV brochure. An investment adviser must provide enough information to meet the minimum requirements listed in the instructions to the Wrap Fee Program Brochure.

Currently, the Company does not sponsor any wrap fee programs. Should the Company sponsor a wrap fee program in the future, the CCO shall be responsible for revising the contents of Item 5.I of Form ADV Part 1.A and generating the material for the Wrap Fee Program Brochure.

As stated herein above and in the Company’s Form ADV, the Company currently provides portfolio management services to Clients in Wrap Fee Programs that it does not Sponsor. Such Wrap Fee Programs are offered by Sponsors that are unaffiliated investment advisers or broker- dealers. As a result of the Company providing portfolio management services to Clients in Wrap Fee Programs, the Company is required to complete Item 5.I of Form ADV Part 1.A and Item 4.D of Form ADV Part 2A brochure describing the differences, if any, between how the Company manages Clients in Wrap Fee Programs and how it manages other Clients, and explain that the Company receive a portion of the Wrap Fee for its services.

Compliance Procedure

Prior to the Company participating as a portfolio manager by providing portfolio management service to any Wrap Fee Program and/or prior to the Company entering into a Wrap Fee Program agreement or arrangement with a Sponsor, the CCO shall be informed and the CCO shall review and approve any such participation in Wrap Fee Program and/or agreements or arrangement.

Additionally, with respect to the Company participating as a portfolio manager by providing portfolio management service to any Wrap Fee Program, the CCO shall be responsible for annually revising and amending the contents of Item 5.I of Form ADV Part 1.A and generating the material for Item 4.D of Form ADV Part 2A brochure.

Suitability

General

The Company’s objective is to ensure that all investment decisions and Client securities transactions are made in a manner consistent with the Client’s investment policies, guidelines, and objectives as stated in the Client’s governing documents. The Company has an obligation to provide only suitable recommendations to its Clients. The SEC has suggested that to fulfill this duty, an adviser generally must make a reasonable inquiry into an investor’s financial situation, investment experience and investment objectives. Suitability obligations of the Company will generally be considered fulfilled if it is determined that the Client can evaluate investment risks independently and is exercising independent judgment.

The Company will generally consider the factors outlined below when making determinations of a Client’s ability to evaluate investment risk independently and the ability to exercise independent judgment. The inclusion or absence of any of the factors is not dispositive of the determination of suitability. Such a determination can only be made on a case-by-case basis taking into consideration all the facts and circumstances of a particular Client relationship, or the relevant provisions of a Client’s governing documents or related investment guidelines. A determination of capability to evaluate investment risk independently will depend on an examination of the Client’s capability to make its own investment decisions, including the resources available to the Client to make informed decisions. Relevant considerations may include:

PRIVATE AND CONFIDENTIAL

●

the use of one or more consultants (i.e., tax consultant, financial planner or advisor), investment advisers or bank trust departments;

●

the general level of experience of the Client in financial markets and specific experience with the investment strategy and type of investment vehicle under consideration;

●

the Client’s ability to understand the economic features of the securities involved; and

●

the Client’s ability to independently evaluate how market developments would affect the investment strategy and/or securities.

In the case of a Fund, the Company is bound by the restrictions and requirements set forth in the governing documents (e.g., prospectus and statement of additional information), the 1940 Act and the Internal Revenue Code with respect to the management of the Fund.

Investment Recommendations

The Company has a related fiduciary duty to conduct reasonable due diligence with respect to any security acquired for its Clients, so that the Company has a reasonable basis for making such investment. The Company’s duty to conduct reasonable due diligence generally increases with the complexity and uniqueness of a security. The Company fulfills this duty through the diligence of its investment team who conduct extensive research into each security that the Company considers for investment on behalf of its Clients and, where necessary, by negotiating the terms of the investment. The Company’s Portfolio Managers are charged with the responsibility to exercise and maintain prudent supervision and control of their respective Clients’ portfolios of investments. Additionally, Portfolio Managers are responsible for the investment process from the origination of each investment transaction, through asset management and ultimately the realization of the investment.

Adherence to Client Investment Policies, Guidelines, and Objectives

As a fiduciary, the Company is obligated to make investments which comply with the Clients’ investment objectives and applicable investment guidelines and restrictions and to avoid so-called “strategy drift” away from the Company’s core competencies and the expectations of and the Company’s duties to the its Clients. The Investment Committee is primarily responsible for ensuring that the investments made on behalf of the Company’s Clients are consistent with each Client’s investment policies, guidelines, and objectives.

In order to enable the Company to facilitate compliance, the Investment Committee periodically reviews and ensures the investment policies, guidelines, and objectives of the Client’s general investment strategy are achieved and attained per the Client’s governing documents. In monitoring a Client’s portfolio of investments, the Investment Committee ensures (i) the management of investments and capital actions are consistent and comply with attainment of the Client’s investment policy, objectives and strategy goals, and (ii) the Client’s portfolio is in compliance with legal and regulatory requirements. Further, members of the Senior Management Team, operations team, Portfolio Managers and members of the investment team share oversight responsibility and review periodic reports (e.g., periodic holdings and daily transactions reports as deemed reasonable and appropriate by the CCO) as well as reports provided by broker-dealers, administrator, and/or custodians, as applicable.

PRIVATE AND CONFIDENTIAL

CCO Supervision and Reporting

All Employees have an affirmative duty to report any violation of a Client’s investment policies, guidelines, and objectives to the CCO who shall determine, in consultation with members of Senior Management Team, what action shall be taken in response to such violation.

Custody

The “Custody Rule”

Rule 206(4)-2 of the Advisers Act sets forth extensive requirements for investment advisers who have possession or custody of client funds or securities.⁴¹The purpose of the rule is to protect client funds and securities from fraud or other abuse by investment advisers. Custody is defined broadly, and means holding, directly or indirectly, client funds or securities, or having any authority to obtain possession of them. An investment adviser has custody if a related person holds, directly or indirectly, client funds or securities, or has any authority to obtain possession of them, in connection with advisory services provided to clients. For example, custody includes:

●

Possession of client funds or securities, (but not of checks drawn by clients and made payable to third parties) unless a recipient receives them inadvertently and returns them to the sender promptly, but in any case, within three (3) business days of receiving them;⁴²

⁴¹

Portfolio – Custody [T15]

⁴²

The Custody Rule does not permit advisers to forward clients’ funds and securities without having “custody,” although advisers may certainly assist clients in such matters. For example, some advisers may meet with clients to prepare or compile documents, including stock certificates, for forwarding to a custodian or third party. Nothing in the Custody Rule suggests that preparing these documents with a client gives the adviser “custody.” In addition, the Custody Rule clarifies that an adviser’s possession of a check drawn by the client and made payable to a third party is not possession of client funds for purposes of the custody definition. Checks payable to an adviser for payment of advisory or similar fees due to the adviser also do not represent “client funds” within the meaning of the Custody Rule and therefore advisers would not have custody as a result of receiving those checks. An adviser would, however, have custody of client funds if it holds a check drawn by the client and made payable to the adviser with instructions to pass the funds through to a custodian or to a third party.

PRIVATE AND CONFIDENTIAL

●

Any arrangement (including a general power of attorney) under which a person is authorized or permitted to withdraw client funds or securities maintained with a custodian upon its instruction to the custodian;43 and

●

Any capacity (such as general partner of a limited partnership, managing member of a limited liability company or a comparable position for another type of pooled investment vehicle, or trustee of a trust) that gives an investment adviser or its supervised person legal ownership of or access to client funds or securities.

In addition to the examples of practices or arrangements which may result in an adviser having custody, as defined under the Custody Rule, custody may include (but is not limited to): (i) holding bearer form securities; (ii) direct debit billing; (iii) being trustee or executor; (iv) omnibus account; (v) custody by affiliated entities; and (vi) account signatory power.

Investment advisers subject to the Custody Rule must (i) maintain client funds and securities with a qualified custodian in a separate account for each client under that client’s name, or in an account that contains only client funds and securities with the investment adviser listed as agent or trustee for the client⁴⁴; (ii) have a reasonable basis, formed after due inquiry, for believing that the qualified custodian holding client funds or securities sends an account statement to each client at least quarterly; (iii) notify clients upon opening any new custodial account on behalf of the client (or changes to any such account) and include a legend in such notice urging the clients to compare custodial account statements with any statements received from the investment adviser (if the investment adviser elects to send any such statements directly)⁴⁵; and (iv) undergo an annual surprise examination conducted by an independent public accountant.⁴⁶

However, investment advisers to pooled investment vehicles may avoid both the quarterly statements and surprise examination requirements by causing each pooled investment vehicle managed by the investment adviser to be audited annually by an independent public accountant registered with, and subject to regular examination by, the Public Company Oversight Board (“PCAOB”) and distribute audited financial statements, prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), to each respective investor in the pooled investment vehicle within 120 days after the end of the pooled investment vehicle’s fiscal year.⁴⁷ In the event of the pooled investment vehicle’s liquidation, a final liquidation audit must be obtained and distributed to each respective pooled investment vehicle investor. This is referred to as the “Audit Provision”. ⁴⁸

The Company does not maintain physical custody or constructive custody of Client assets and does not act as custodian for Client assets. However, under Rule 206(4)-2 under the Advisers Act, the Company is deemed to have custody of certain Client assets. In the cases were the Company serves as an investment adviser to Separate Accounts, Clients may give the Company, through an investment advisory agreement or standing letter of authorization, the power to withdraw funds or securities maintained with a custodian upon request. In the cases were the Company has legal authority to transfer or dispose of assets and deduct fees and other expenses from Separate Accounts, the Company is deemed under Rule 206(4)-2 of the Advisers Act to have custody of its Separate Accounts’ assets and must operates as if it does have custody in such situations, including being subject to independent verification by an independent public accountant (a “surprise examination”)⁴⁹. In the cases were the Company has legal authority to only deduct advisory fees and does not have any legal authority to transfer or dispose of assets, deduct fees or other expenses from Separate Accounts, the Company is not subject to a surprise examination. However, due to the nature of the Company’s relationship with Separate Account Clients, the Company is required to (i) maintain Separate Account funds and securities with a qualified custodian in a separate account for each Separate Account under that Separate Account’s name, or in an account that contains only Separate Account funds and securities with the Company listed as agent or trustee for the Separate Accounts; (ii) have a reasonable basis, formed after due inquiry, for believing that the qualified custodian holding Separate Account funds or securities sends an account statement to each Separate Account at least quarterly; (iii) notify Separate Accounts upon opening any new custodial account on behalf of the Separate Account (or changes to any such account) and include a legend in such notice urging the Separate Account Clients to compare custodial account statements with any statements received from the Company.

⁴³

An adviser with power of attorney to sign checks on a client’s behalf, to withdraw funds or securities from a client’s account, or to dispose of client funds or securities for any purpose other than authorized trading has access to the client’s assets. Similarly, an adviser authorized to deduct advisory fees or other expenses directly from a client's account has access to, and therefore has custody of, the client funds and securities in that account.

⁴⁴

Policy: Custody – qualified custodian requirement [T16]

⁴⁵

Policy: Custody – client notice of change of custodian [T18]

⁴⁶

Policy: Custody – annual surprise examination [T17]

⁴⁷

Policy: Custody – annual audit delivery for private funds [T13]

⁴⁸

Portfolio – Custody [T14]

⁴⁹

See Rule 206(4)-2(a)(4) under the Advisers Act.

PRIVATE AND CONFIDENTIAL

In the cases were the Company serves as an investment adviser to Funds arrangements have been made with qualified custodians as described below in “Compliance Procedures for Funds.” In addition, the Company may avoid both the quarterly statements and surprise examination requirements by having audited financial statements prepared in accordance with GAAP by an independent public accountant registered with the PCAOB.

Compliance Procedures for Separate Accounts

●

Maintain Separate Account funds and securities with a “qualified custodian”, as defined in Rule 206(4)-2(d)(6) of the Advisers Act, in a separate account for each Separate Account under that Separate Account’s name, or in an account that contains only Separate Account funds and securities with the Company listed as agent or trustee for the Separate Accounts;

●

Have a reasonable basis, formed after due inquiry, for believing that the qualified custodian holding Separate Account funds or securities sends an account statement to each Separate Account at least quarterly;

●

When the Company opens an account for a Separate Account, the Company will notify the Separate Account in writing of the qualified custodian’s name and address and the manner in which the funds or securities are maintained. The Company will ensure that account statements for each Separate Account are sent directly from the Separate Accounts’ respective qualified custodian to each Separate Account. The Company will notify its Separate Accounts in writing of any change in its custody arrangements;

PRIVATE AND CONFIDENTIAL

●

Separate Accounts will be instructed to make all funding payments to their accounts (e.g., deposits) by wire transfer directly to the bank or brokerage firm acting as the qualified custodian for that Separate Account. Any check received inadvertently from a Separate Account will be returned to the Separate Account promptly and in any event within three (3) business days;

●

Other than authorized trading, the Company will not enter into any arrangement or agreement authorizing or permitting the Company or its supervised persons to withdraw, disburse, or transfer, Separate Account funds or securities from a qualified custodian upon the Company’s instruction to the qualified custodian, without prior written approval from the Company’s President and Chief Financial Officer and Chief Compliance Officer;

●

Other than authorized trading, the Company will not enter into any arrangement or agreement authorizing or permitting the Company or its supervised persons to transfer or dispose of assets, deduct fees or other expenses from Separate Account funds or securities from a qualified custodian upon the Company’s instruction to the qualified custodian, without prior written approval from the Company’s President and Chief Financial Officer and Chief Compliance Officer; and

●

The Company or its supervised persons will not accept any capacity that that gives the Company or its supervised person legal ownership of or access to Separate Account funds or securities.

Compliance Procedures for Standing Letter of Authorizations for Separate Accounts

In a February 21, 2017, no-action letter issued by the SEC’s Investment Management Division to the Investment Adviser Association (“IAA”), the SEC stated that it would not recommend enforcement action under Section 206(4) of the Adviser Act or the Custody Rule against an investment adviser that enters into a standing letter of authorization (“SLOA”) or other similar asset transfer authorization arrangement or agreement established by a client with a qualified custodian that meets the following requirements and does not obtain a surprise examination:

●

The client provides an instruction to the qualified custodian, in writing, that includes the client’s signature, the third-party’s name, and either the third-party’s address or the third- party’s account number at a custodian to which the transfer should be directed;

●

The client authorizes the investment adviser, in writing, either on the qualified custodian’s form or separately, to direct transfers to the third party either on a specified schedule or from time to time;

PRIVATE AND CONFIDENTIAL

●

The client’s qualified custodian performs appropriate verification of the instruction, such as a signature review or other method to verify the client’s authorization, and provides a transfer of funds notice to the client promptly after each transfer;

●

The client has the ability to terminate or change the instruction to the client’s qualified custodian;

●

The investment adviser has no authority or ability to designate or change the identity of the third party, the address, or any other information about the third party contained in the client’s instruction;

●

The investment adviser maintains records showing that the third party is not a related party of the investment adviser or located at the same address as the investment adviser; and

●

The client’s qualified custodian sends the client, in writing, an initial notice confirming the instruction and an annual notice reconfirming the instruction.

The Company will not enter into any SLOA, arrangement or agreement authorizing or permitting the Company or its supervised persons to withdraw, disburse, transfer or dispose of assets, deduct fees or other expenses from Client funds or securities from a qualified custodian upon the Company’s instruction to the qualified custodian, unless it meets each of seven (7) bullet point requirements list herein above and prior written approval from the Company’s President and Chief Financial Officer and Chief Compliance Officer is obtained.

Having the limited authority to transfer assets between Client accounts, whether with the same qualified custodian or different qualified custodian, provided that the Client has authorized the Company to make the transfers between specified Client accounts and has provided the qualified custodian a copy of the authorization, does not constitute custody. Furthermore, the Company’s ability to transfer Client assets between accounts at the same qualified custodian or between affiliated qualified custodians that have access to both account numbers and Client account name, does not amount to custody.

Client Complaints, Regulatory Inquiries and Litigation Matters

Client Complaints

Policy and Definition

In keeping with the Company’s commitment to Client service and to address all Client concerns and complaints, it is the Company’s policy that all complaints are handled promptly and professionally. The Senior Management Team is principally responsible for establishing effective communications with all interested parties, including Clients of the Company. It is the policy of the Company that only a member of the Senior Management Team or an appointed designee speak for the Company.

A complaint is any statement (written or verbal) by a Client or an investor in a Client (or authorized person acting on behalf of a Client or an investor) expressing a grievance, concern, appeal or dissatisfaction with his or her experiences with the Company. Complaints can include, but are not limited to, statements concerning investment advice, unsuitable recommendations, misrepresentations, misappropriation, or other inappropriate acts, as well as claims of failure to provide requested or required services (collectively, “Client Complaints”).

PRIVATE AND CONFIDENTIAL

ii.

Compliance Procedures

Client Complaints, whether oral or written, shall be brought to the attention of the CCO immediately.⁵⁰ No Employee shall attempt to resolve a Client Complaint without the approval of the CCO. Client Complaints related to a Fund shall be brought to the attention of Trust CCO and if applicable the Fund’s investment adviser.

In an effort to identify potential or actual Client Complaints, the CCO or appointed designee, shall periodically (i) make inquiry with Employees who routinely provide Client service and have communication with Clients regularly; (ii) review Client’s written communications; and (iii) if applicable, review service providers’ Client communication logs or summary reports. If the CCO or appointed designee should find any indication of a Client Complaint, the CCO shall investigate and determine whether such findings constitute a Client Compliant.

Upon receipt of a Client Complaint, the CCO will be responsible for investigating the complaint, determining the appropriate steps to be taken to resolve or address the complaint, determining whether any other steps need to be taken to ensure that any problem or error is not repeated, and supervising the ultimate resolution of the complaint. The CCO will retain a log of all complaints and related correspondence, and will keep a record of each complaint, any corrective action taken and its resolution (the “Client Compliant Log”).⁵¹ The Client Compliant Log shall generally include the following type of information:

●

date the complaint was received;

●

Client’s name;

●

the recipient of the complaint;

●

the nature of the complaint;

●

the manner in which the complaint was handled or resolved;

●

date handled or resolved; and

●

additional remarks, if any.

The Client Compliant Log shall be reviewed quarterly by the CCO or appointed designee to ensure its accuracy and completeness. The Client Compliant Log and any documents related thereto, if any, shall be retained in a file for seven (7) years in accordance with the Company’s record retention policies and procedures.

⁵⁰

Policy: Employee Reporting –client complaints [I2]

⁵¹

Policy: Recordkeeping – client compliant investigations/resolution [I2]

PRIVATE AND CONFIDENTIAL

Regulatory Inquiries and Litigation Matters

The CCO should immediately be notified upon receipt of a subpoena or other request for information from any governmental entity, regulatory agency, court or lawyer, for information relating to any matter in any litigation, arbitration, investigation or other proceeding, or receipt of a garnishment lien or judgment involving the Company or any of its Clients or Employees.⁵² The intention behind this policy is to ensure that the Company responds in a consistent and uniform basis to all regulatory inquiries.

In addition, if an Employee becomes involved in or threatened with any litigation, arbitration, investigation or proceeding of any kind, or becomes subject to any judgment, order or arrest, or is contacted by any regulatory authority, whether by letter, telephone, e-mail or in any other way the Employee must advise the CCO immediately.⁵³ Please see above in Section II.E. and below in Section III.G.1.i.e. of this Manual for additional reporting requirements for Employees relating to pending or threatened disciplinary or civil actions.

Regulatory inquiries may be received by mail, email, telephone, facsimile or personal visit. In the case of a personal visit, demand may be made for the immediate production or inspection of documents. While any telephone or personal inquiry should be handled in a courteous manner, the caller or visitor should be informed that a response requires the approval of the CCO. In the case of a personal visit, the visitor should be asked to wait briefly while the Employee obtains appropriate guidance on how to deal with the matter. In the case of a telephone inquiry, the caller should be informed that his or her call will be promptly returned. Letter inquiries should be forwarded to the CCO for response.

Under no circumstances should any Company documents, materials or information be released in connection with any legal or regulatory matters without prior approval of the CCO or the Company’s outside legal counsel. Employees should not have substantive discussions with any regulatory personnel without prior consultation with the CCO or the Company’s outside legal counsel.

⁵²

Policy: Employee Reporting –regulatory/litigation inquiries [R11]

⁵³

Policy: Employee reporting – disciplinary actions (quarterly/annual) [P11]

PRIVATE AND CONFIDENTIAL

Regulatory Filings

The following regulatory filings are required to be made by the Company in connection with its advisory business. While the CCO will be responsible for ensuring that the proper form is filed, given the nature of the information required, designees will likely assist in compiling information required by the forms.

Advisory Filings⁵⁴

Form ADV

General

As a registered investment adviser, the Company is required to file a Uniform Application for Investment Adviser Registration on Form ADV (“Form ADV”). This document consists of two parts – Part 1, which contains certain information about the Company’s business and is available for review by the SEC, applicable state regulatory authorities and the public via the SECs public disclosure website, and Part 2A (the “Brochure”) and Part 2B (each, a “Brochure Supplement”), which contains information regarding the advisory services provided by the Company and is required to be provided to its Clients.⁵⁵

Pursuant to Rule 204-2 of the Advisers Act, the Company is required to maintain in its main office copies of its current and past Brochures and Brochure Supplements; any summary of material changes not contained in the relevant Brochure and a record of the dates that each Brochure and Brochure Supplement, each amendment or revision thereto, and each summary of material changes not contained in the relevant Brochure was given to any investor.⁵⁶

Annual Filing

SEC and state regulations require registered advisers to file an annual updating amendment to their Form ADV Part 1 and a summary of material changes to their Brochure, within 90 days of the end of the Company’s fiscal year (the “Annual Updating Amendment”).⁵⁷ The CCO is responsible for ensuring that the Form ADV Part 1, Brochure and Brochure Supplements are/is up to date. In addition, the Company is required to make notice filings with certain states through the IARD system. The CCO or designee is responsible for filing Annual Updating Amendment to the Company’s Form ADV.

The Company will, within 120 days after the end of each fiscal year, deliver to each Client either (i) a copy of the current (updated) Brochure that includes or is accompanied by a summary of the material changes required by Item 2 of Part 2A of Form ADV or (ii) a summary of such material changes that includes an offer to provide a copy of the current (updated) Brochure free of charge.

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Note: this section does not include an exhaustive list of filings that may be applicable to the Company. This section is intended to provide a summarized list of common filings applicable to investment advisers.

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Policy: Filings – ADV updates [F1, F2, F3, F4]

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Policy: Recordkeeping – ADV amendments [C12]

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Policy: ADV 2A delivery requirements (annual) [I11]

PRIVATE AND CONFIDENTIAL

Amendments

During the year, the Company will amend its Form ADV Part 1, Brochure and Brochure Supplement(s) promptly by filing additional amendments (“Other-Than-Annual Amendment”) as required by the instructions to Form ADV (generally related to material inaccuracies).⁵⁸ At that time, the CCO will determine whether the amended Brochure and/or Brochure Supplements must be delivered to investors.

If any Employee becomes aware of possible inaccuracies in the information contained within the Company’s Form ADV at any time, the Employee should notify the CCO immediately.

Form ADV Part 2A and Part 2B Delivery

The Company must deliver its Brochure and the relevant Brochure Supplements to new or prospective Clients at the time the Company enters into an Advisory Contract with such Client.

A current Brochure Supplement for a supervised person or group of persons will be delivered to each Client before or at the time such supervised person or persons begins to provide advisory services to the Client; provided, however, that if investment advice for a Client is provided by a team comprised of more than five (5) individuals, Brochure Supplements need be delivered only for the five (5) individuals with the most significant responsibility for the day-to-day delivery of advice.

Disciplinary Events

The Company is required to disclose in its Form ADV Part 1 and Brochure all material facts relating to a legal or disciplinary event that is material to a Client’s evaluation of the Company or the integrity of its management. In addition, each Brochure Supplement must disclose legal or disciplinary events that are material to a Client’s evaluation of the applicable supervised person. Each Employee of the Company must advise the CCO immediately if he or she becomes involved in any type of disciplinary event.^{59 60 61} Please see above Section II.E. of this Manual for additional reporting requirements for Employees relating to pending or threatened disciplinary or civil actions.

The following types of disciplinary information are presumed to be material:

(a)

Court Proceedings

Any criminal or civil action in a domestic, foreign or military court of competent jurisdiction in which the Company or an Employee:

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Policy: ADV 2A and 2B delivery requirements (interim) [I9, I10]

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Policy: Employee Reporting – disciplinary events (quarterly/annual) [P11]

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Policy: ADV 2A and 2B delivery requirements (interim) [I10]

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Policy: Filings – Form U-4 updates (interim) [P5]

PRIVATE AND CONFIDENTIAL

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was convicted of, or pled guilty or nolo contendre (e.g., no contest) to (a) any felony; (b) a misdemeanor that involved investments or an investment-related business, fraud, false statements or omissions or wrongful taking of property, bribery, forgery, counterfeiting or extortion; or (c) a conspiracy to commit any of these offenses;

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is the named subject of a pending criminal proceeding that involves an investment- related business, fraud, false statements or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting or extortion, or a conspiracy to commit any of these offenses;

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was found to have been involved in a violation of an investment-related statute or regulation; or

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was the subject of any order, judgment or decree permanently or temporarily enjoining, or otherwise limiting, the Company or Employee from engaging in any investment-related activity or from violating any investment-related statute, rule or order.

(b)

Federal/State Regulatory Proceedings

Any administrative proceeding before the SEC, any other federal regulatory agency, or any state regulatory agency or any foreign financial regulatory authority in which the Company or Employee:

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was found to have caused an investment related business to lose its authorization to do business; or

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was found to have been involved in a violation of an investment-related statute or regulation and was the subject of an order by the agency or authority (a) denying, suspending or revoking the authorization of the Company or Employee to act in an investment-related business, (b) barring or suspending the Company’s or Employee’s association with an investment-related business, (c) otherwise significantly limiting the Company’s or Employee’s investment-related activities or (d) imposing a civil money penalty of more than $2,500 on the Company or Employee.

(c) Self-Regulatory Organization ProceedingsAny proceeding before a Self-Regulatory Organization (“SRO”) in which the Company or Employee was found to have caused an investment-related business to lose its authorization to do business; or was found to have been involved in a violation of the SRO’s rules and was (a) barred or suspended from membership or from association with other members, or was expelled from membership, (b) otherwise significantly limited from investment-related activities or (c) fined more than $2,500.

(d)

Other Proceedings.

Any other proceeding in which a professional attainment, designation or license of an Employee was revoked or suspended because of a violation of rules relating to professional conduct. If an Employee resigned (or otherwise relinquished his attainment, designation, or license) in anticipation of such a proceeding (and the Company knows, or should have known, of such resignation or relinquishment), the event will be disclosed in the Brochure Supplement regarding such person.

PRIVATE AND CONFIDENTIAL

ii.

Form U-4

Certain states in which the Company does business may require that Employees of the Company that meet the definition of Investment Adviser Representatives to individually register with the state by filing a Form U-4. In certain states, such individuals may be required to meet certain examination requirements. The definition of Investment Adviser Representative may differ between states, but generally includes any Employee who is employed by an investment adviser to solicit clients for the investment adviser or who, on behalf of an investment adviser, provides investment advice to the investment adviser's clients.

The CCO will be responsible for determining which Employee(s) (if any) qualify as Investment Adviser Representatives and whether such individuals are required to file a Form U-4 with any state. Any such registered Employee will be required to notify the CCO immediately if any information in their Form U-4 becomes inaccurate becomes subject to any disciplinary proceeding described in above in Section III.F.1.i.e. herein. In addition, all such registered Employees will be required to update the information in their Form U-4 on an annual basis.⁶²See attached hereto Appendix II for a list of all Employees that are Investment Adviser Representatives for which the Company files a Form U-4.

Exchange Act Filings

Form 13H

In general, Rule 13h-1 under the Exchange Act requires large traders of exchange-listed securities to provide certain information regarding their trading activities to the SEC on Form 13H. A Large Trader is defined as a person whose transactions in exchange-listed securities equal or exceed 2 million shares or $20 million during any calendar day, or 20 million shares or $200 million during any calendar month. As a Large Trader, the Company will be required to update its Form 13H within forty-five (45) days after the end of each calendar year and promptly following the end of a calendar quarter in the event that any information contained in the Form 13H becomes inaccurate.⁶³ After the Company files a Form 13H with the SEC, it will be assigned a Large Trader Identification Number, or LTID. The Company is then required to disclose its LTID to each broker-dealer carrying an account on its behalf, thereby allowing the broker-dealer to associate each identified account with an LTID.⁶⁴ Broker-dealers are required to maintain certain information for each Large Trader and to report such information to the SEC upon request.

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Policy: Filings – Form U-4 updates (annual) [P5]

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Policy: Filings – Form 13H [F9]

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Policy: Disclosure of LTID [T7]

PRIVATE AND CONFIDENTIAL

ii.

Form 13F

Section 13(f) of the Exchange Act applies to institutional investment managers (i.e., investment advisors) that exercise investment discretion with respect to accounts holding “Section 13(f) securities” having an aggregate fair market value on the last trading day of any month of any calendar year of at least $100 million. If an institutional investment manager is subject to Section 13(f) of the Exchange Act, the manager must file a Form 13F with the SEC within forty-five (45) days after the last day of the calendar year and within forty-five (45) days after the last day of each of the first three calendar quarters of the subsequent calendar year. “Section 13(f) securities” generally include exchange-traded equity securities and options, shares of closed-end investment companies and certain convertible debt securities. The SEC publishes a list of “Section 13(f) securities” on a quarterly basis.⁶⁵

iii.

Schedule 13D

Section 13(d) of the Exchange Act generally requires a beneficial owner of more than 5% of a voting class of equity securities registered under the Exchange Act (i.e., equity securities of publicly-traded companies) to file a Schedule 13D with the issuer, the SEC and those national securities exchanges where the securities trade within ten (10) days of the transaction resulting in beneficial ownership exceeding 5%. In the event of any material changes to the information contained in a Schedule 13D, an amendment must be filed with the SEC “promptly.” Acquisitions or depositions of beneficial ownership of securities in an amount equal to 1% or more of the class of securities shall be deemed material for these purposes. For purposes of Sections 13(d) and 13(g) of the Exchange Act, the term “beneficial ownership” includes any person who, directly or indirectly, through contract, arrangement, understanding, relationship or otherwise has or shares (i) voting power (which includes the power to vote, or to direct the voting of, such security) and/or (ii) investment

power (which includes the power to dispose, or to direct the disposition of, such security).⁶⁶

iv.

Schedule 13G

In general, an investment adviser may file a Schedule 13G instead of a Schedule 13D when its beneficial ownership exceeds 5% of outstanding registered equity securities held passively (i.e., without the purpose of changing or influencing control of the issuer). Schedule 13G generally must be filed with the SEC within ten (10) days after the date of the transaction of the beneficial ownership exceeding the 5% threshold, (although for qualified institutional investors such as a registered investment adviser, the Schedule 13G may be filed within forty-five (45) days after the end of the calendar year in which the registered investment adviser’s beneficial ownership exceeded the 5% threshold). A registered investment adviser choosing to file Schedule 13G must also notify any person (e.g., a client) on whose behalf it holds, on a discretionary basis, over 5% of a class of outstanding equity securities of any transaction or acquisition that the other person may have to report.

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Policy: Filings – Form 13F [F8]

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Policy: Filings – Schedule 13D [F5]

PRIVATE AND CONFIDENTIAL

Amendments to Schedule 13G generally are required within forty-five (45) days after the end of the calendar year to report any changes (whether or not material) to the disclosures set forth in the Schedule 13G. However, a registered investment adviser filing on Schedule 13G also must file an amended Schedule 13G within ten (10) days after the end of any month in which its direct or indirect beneficial ownership of a class of registered equity securities exceeds 10% percent of the outstanding securities in that class, and within ten (10) days of the end of any month in which its beneficial ownership increases or decreases by 5% or more of the outstanding securities in the class.

If a registered investment adviser no longer holds the securities passively (i.e., the registered investment adviser holds the securities with the purpose of changing or influencing control of the issuer), the registered investment adviser must file a Schedule 13D within ten (10) calendar days of the change in investment purpose. Moreover, from the time of the change in investment purpose until the 10th calendar day after filing the Schedule 13D, the registered investment adviser is subject to a “cooling off” period during which it may not vote securities or acquire any additional equity securities of the issuer.⁶⁷

Forms 3/4/5 (Section 16)

The Company is subject to Section 16 of the Exchange Act upon acquiring more than 10% of a class of voting equity securities, and upon one of its Employees becoming an officer or director of an issuer of securities of a company that is either listed on a national securities exchange or is owned by more than 2,000 persons or 500 non-accredited investors and is valued at more than $10,000,000. Section 16(a) requires the filing of a Form 3 within ten (10) days after acquiring 10% of such an issuer’s securities or upon becoming an officer or director of such an issuer, and a Form 4 within two (2) business days after the purchase or sale of any securities. Section 16(b) requires the disgorgement of profits relating to any purchase or sale of securities that occurs within six (6) months of each other. The Company is also responsible for the filing of any Form 5, which is used to report Section 16 exempt transactions and other transactions not previously reported on a Form 3 or Form 4. A Form 5 must be filed within forty-five (45) days after the end of the fiscal year in which such transaction took place.⁶⁸

Employees of the Company shall notify the CCO in advance of becoming an officer or director of such a company by completing an “Outside Business Activities Questionnaire” via the Compliance Portal or by completing the form included herein as Exhibit E to Appendix III.

Fund Regulatory Reporting

Disclosure of Fund Portfolio Holdings

It is the Company’s policy to permit the dissemination of portfolio holdings information of a Fund to third parties prior to the time of its public dissemination only when such disclosure is in the best interest of the Fund, its shareholders and its potential investors and only when such disclosure is accompanied by appropriate and reasonable protections against the improper use and dissemination of such information. For purposes of this policy “Portfolio Holdings Information” is defined as information which, at any point in time, identifies, or may be used to identify (1) any security owned by a Fund, (2) the current value of any security owned by a Fund, (3) characteristics of securities owned by a Fund or of a Fund’s portfolio as a whole including, but not limited to, sector or geographic weightings, and (4) financial and other proprietary or non-public information concerning a Fund and the securities contained in a Fund’s portfolio.

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Policy: Filings – Schedule 13G [F5]

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Policy: Filings – Section 16 [F6]

PRIVATE AND CONFIDENTIAL

Portfolio Holdings Information does not include information which has been (1) disclosed to the public in either a prospectus or in a shareholder report filed with the SEC and delivered to shareholders pursuant to Section 30(e) of the 1940 Act, or posted on the Company’s internet website in accordance with the requirement of Instruction 3 to Item 11(f)(2) of Form N-lA, or (2) filed with the SEC on (a) Form N-CSR or (b) in a filing on Form N-Q made in accordance with the requirements of Rule 30b1-5 under the 1940 Act. Information contained in a filing on Form N-Q not made in accordance with the requirements of Rule 30b1-5 is still considered Portfolio Holdings Information for purposes of this policy.

Only the CCO and the Trust’s CCO, in conjunction, may decide if it is in the best interest to permit dissemination of portfolio holdings prior to public dissemination. Portfolio Holdings Information is to be kept strictly confidential and should not be disclosed to any third party prior to the time of its public dissemination by the Trust, on behalf of its Funds, except in accordance with the following procedures:

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The disclosure is required to respond to a regulatory request, court order or other legal proceedings and has been approved by the Trust’s CCO;

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The disclosure is to a rating agency or, statistical agency, consultants or person performing similar functions where (1) the CCO and the Trust’s CCO have approved such disclosure, and (2) the Trust, on behalf of its Funds, has obtained a signed a confidentiality agreement from such party the form of which has been approved by the Trust’s CCO, and counsel to the Trust;

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The disclosure is made to Employees of the Company or to it agents, in each case subject to the requirements that such Employees or agents agree to abide by the requirements of this policy, or to service providers of the Trust or the Funds, including but not limited to administrators, accountants, custodians, transfer agents auditors, legal counsel to the Funds or the Trust Board, broker-dealers (in connection with the purchase or sale of securities or requests for price quotations or bids on one or more securities) and regulatory authorities;

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The disclosure is made to broker dealers, investment advisers or other financial intermediaries for purposes of their performing due diligence on the Fund and not for dissemination of this information to their clients or use of this information to conduct trading for their clients provided (1) the CCO and the Trust’s CCO have approved such disclosure, and (2) the Trust, on behalf of its Funds, has obtained a signed a confidentiality agreement from such party the form of which has been approved by the Trust’s CCO, and counsel to the Trust; or

PRIVATE AND CONFIDENTIAL

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The disclosure is made pursuant to prior written approval of the Trust’s CCO. Prior to approving any such disclosure, the CCO will ensure that procedures, processes and agreements are in place to provide reasonable assurance that the Portfolio Holdings Information will only be used in accordance with the objectives of this policy.

Any suspected breach of this obligation must be reported immediately to the CCO, whom shall promptly inform the Trust’s CCO.

The complete disclosure of the portfolio holdings of a pooled investment vehicle that is an investment company registered under the 1940 Act is required to be made quarterly within sixty (60) days of the end of each period covered by the annual report and semi-annual report to investment company’s shareholders and in the quarterly holdings report on Form N-Q. For each of the investment companies managed by the Company, the CCO will ensure this process is completed quarterly. These reports are available, free of charge, on the EDGAR database on the SEC’s website at www.sec.gov. For each of the investment companies managed by the Company, their respective holdings will remain posted on the Company website until the next updated required regulatory filings with the SEC. The Company may provide separately to any person, including rating and ranking organizations such as Lipper and Morningstar, each managed investment company’s portfolio holdings commencing the day after the information is first published. In addition, the Company may provide a complete portfolio holdings of each managed investment company at the same time that it is filed with the SEC.

The Company may not receive compensation in connection with the disclosure of any Client’s portfolio of securities. In the event there is a conflict between the interests of a Fund and the interests of the Company or its affiliates, the CCO, in consultation with the Trust’ CCO, shall make a determination in the best interest of the Fund, and if applicable shall report such determination to the Trust Board at the end of the quarter in which such determination was made. Any Employee of the Company who suspects a breach of this obligation must report the matter immediately to the CCO, whom shall promptly inform the Trust’s CCO

In addition, material non-public holdings information may be provided without lag as part of the normal investment activities of a Fund to each of the following entities which, by explicit agreement or by virtue of their respective duties to a Fund, are required to maintain the confidentiality of the information disclosed, including a duty not to trade on non-public information: the Funds’ administrator, accountant, custodian, transfer agent, auditors, legal counsel to the Fund or the Trust Board, broker-dealers (in connection with the purchase or sale of securities or requests for price quotations or bids on one or more securities) and regulatory authorities.

In no event shall the Company, its affiliates or its Clients receive any direct or indirect compensation in connection with the disclosure of information about a Client’s portfolio holdings.

PRIVATE AND CONFIDENTIAL

ii.

Registration Statement

General

Section 8(b) of the 1940 Act provides that every open-end registered investment company must amend its registration statement annually by filing, not more than one hundred twenty (120) days after the close of its fiscal year end, a post- effective amendment (“PEA”) to its registration statement.

The Funds’ registration statements and each PEA thereto must conform to the requirements of Form N-1A and must be filed electronically via Electronic Data Gathering, Analysis and Retrieval (“EDGAR”). All PEAs must be filed under the cover of a facing sheet of a Form N-1A Registration Statement and must be clearly identified as a PEA and consecutively numbered in the order in which it is filed with the SEC. The Funds’ prospectuses shall not be used if the information contained therein is more than sixteen (16) months old.

During the year, a Fund’s prospectus or statement of additional information (“SAI”) may be stickered or supplemented to reflect corrections, additions or deletions that the registrant deems material. The SEC requires that all investment companies file electronically via EDGAR a stickered or supplemented prospectus or SAI prior to the use of such prospectus or SAI. The filing should be accompanied by a transmittal letter citing the Section or Rule applicable thereto. No filing fee is required.

Responsible Party: Fund administrator and Trust counsel. These documents shall be reviewed by the Company’s CCO and Fund Portfolio Managers for accuracy.

Accuracy

The Securities Act and Exchange Act prohibit the use of a registration statement that includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading.

Plain English

Rule 421 under the Securities Act requires that information in a prospectus be presented in a clear, concise and understandable manner.

Performance Information

Performance information in the Funds’ registration statements must comply with the requirements of Form N-1A.

The performance record of a Separate Account of the Company may be included in the prospectus provided that (i) the Separate Account has substantially similar investment objectives, policies and strategies as one of the Funds the Company is currently managing and (ii) the information is not presented in a misleading manner and does not obscure or impede understanding of information that is required to be included in the prospectus. Similarly, the performance record of another registered investment company previously managed by the Company or its related persons that had substantially similar investment objectives and policies as one of the Funds the Company is currently managing may be included in the Fund’s prospectus if the information is not presented in a misleading manner and does not obscure or impede understanding of information that is required to be included in the prospectus. However, pursuant to FINRA rules and regulations, none of this information may be used in marketing pieces to brokers or the public.

PRIVATE AND CONFIDENTIAL

Effective Date of Post-Effective Amendment on Form N-1A

Pursuant to Rule 485(b) of the Securities Act, a PEA to a registration statement of a registered open-end management investment company will become effective on the day that it is filed with the SEC, or such later date as designated by the registrant on the facing sheet of the PEA, which date may not be later than thirty (30) days after the date on which the PEA is filed, provided that the following conditions are met:

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The PEA is filed for no purpose other than one or more of the following:

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bringing the financial statements up to date;

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designating a new effective date for a previously filed PEA pursuant to paragraph (a) of Rule 485 which has not yet become effective;

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disclosing or updating the information required by Items 4 (performance chart and table) or 5(b) (portfolio manager information) of Form N-1A; and

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making such other non-material changes as the registrant deems appropriate.

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The PEA does not include disclosure relating to any of the following events or any other material event:

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a change in the registrant’s investment objectives or any other investment policy which the registrant deems fundamental;

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suspension of sales or redemptions of securities issued by the registrant;

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resignation of any of the registrant’s Trustees; and

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a change in the registrant’s independent public accountant.

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The registrant represents that no material event requiring disclosure in the prospectus has occurred since the latest of (i) the effective date of the registrant’s registration statement; (ii) the effective date of its most recent PEA; or (iii) the filing date of a PEA filed pursuant to Rule 485(a) which has not yet become effective.

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Trust counsel will furnish the SEC written representation that the PEA does not contain disclosure that would render it ineligible to become effective pursuant to Rule 485(b).

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The registrant recites on the facing sheet of the registration statement that it proposes that the PEA will become effective pursuant to Rule 485(b).

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If the above requirements are not met, then the PEA must be filed pursuant to Rule 485(a). A PEA filed pursuant to Rule 485(a) becomes effective sixty (60) days after filing or a later date specified by the registrant, which shall not exceed eighty (80) days, a PEA adding a new series becomes effective on the seventy-fifth (75th) day after filing or on such later date specified by registrant, not to exceed ninety-five (95) days.

PRIVATE AND CONFIDENTIAL

497 Filing

Rule 497 under the Securities Act requires that within five (5) days after the effective date of a registration statement or the commencement of a public offering after the effective date of a registration statement, whichever occurs later, the form of prospectus and form of SAI used after the effective date in connection with such offering be filed with the SEC electronically via EDGAR. In lieu of making this filing, an investment company may file with the SEC a certification that (1) the form of prospectus and SAI that would have been filed would not have differed from that contained in the most recent registration statement or PEA and (2) the text of the most recent registration statement or PEA has been filed electronically via EDGAR.

Responsible Party: Fund administrator and Trust counsel.

Preparation and Filing

Investment companies must submit certain initial and periodic filings to the SEC. These include, among others: a registration statement and PEAs and supplements thereto; reports on Forms N-CSR, N-SAR, N-Q and N-PX; and notices pursuant to Rule 24f-2 under the 1940 Act; proxy statements; and blue-sky filings. Additionally, certain states may require investment companies to file copies of documents that were filed with the SEC.

Responsible Party: Fund administrator, Trust counsel and Trust CCO.

The Company is responsible for reviewing the accuracy of the information contained in registration statements, any PEAs to the registration statements, and interim stickers and supplements with respect to matters related to a Fund. The Company is responsible for identifying and reporting to the Trust’s officers significant events that may affect disclosure in a prospectus or SAI.

Significant events may include, without limitation: (i) changes in investment personnel; (ii) changes in investment policies or strategies; (iii) changes in shareholder services; (iv) material events affecting the Company such as a significant change in ownership or a corporate restructuring or (v) changes in business relationships that would affect a Fund.

Delivery of Prospectus and Statement of Additional Information

Administrator Responsibility: The Funds’ administrator facilitates the delivery of the Funds’ summary prospectuses or statutory prospectuses, as applicable, annually to each Fund’s existing shareholders. SAIs for each Fund are prepared and delivered upon request by shareholders.

Transfer Agent Responsibility: If the transfer agent is engaged to provide fulfillment services to a Fund, the transfer agent facilitates the delivery of the Fund’s summary prospectus or statutory prospectus, as applicable, to the prospective shareholders in accordance with the requirements of the Securities Act. SAIs for each Fund are prepared and delivered upon request by shareholders.

Company Responsibility: If the transfer agent is not engaged to provide fulfillment services, the Company shall facilitate the delivery of each Fund’s summary prospectus or statutory prospectus, as applicable, to prospective shareholders in accordance with the requirements of the Securities Act. SAIs for each Fund are prepared and delivered upon request by shareholders.

PRIVATE AND CONFIDENTIAL

iii.

Reports to Fund Shareholders

Section 30(d) of the 1940 Act provides that every registered investment company shall transmit to its shareholders, at least semi-annually, reports containing such information and financial statements as the SEC may prescribe for the protection of investors.

Every registered investment company must transmit reports to its shareholders semi- annually containing the following information as of a reasonably current date:

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a balance sheet;

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a listing of the amounts and values of the securities owned;

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an itemized income statement;

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an itemized surplus statement;

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a statement of the aggregate remuneration paid to all directors and members of the Funds’ advisory board for regular and special compensation, to all officers, and to any affiliated person of an officer or director; and

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a statement of the aggregate dollar amount of purchases and sales of investment securities.

Each such report shall be mailed to the shareholders within sixty (60) days after the close of the period for which the report is being made. Semi-annual and annual shareholder reports must be filed with the SEC under Section 30 of the 1940 Act and are required to be filed electronically via EDGAR. Typically, these reports consist of financial information and related commentary with little or no graphic material. Such reports must be filed with the SEC on Form N-CSR no later than ten (10) days after the mailing of such reports to shareholders.

Administrator Responsibility: The Funds’ administrator is responsible for filing the shareholder reports. The Funds’ administrator has developed and maintained disclosure controls and procedures and internal controls, which are designed to ensure that the information required in filings on Form N-CSR and N-Q is recorded, processed, summarized, and reported within the time periods required.

Trust’s Principal Executive and Financial Officer Responsibility: The Trust’s Principal Executive Officer and Financial Officer shall certify the information contained in the Form N- CSR and Form N-Q.

Rule 30e-1(f) under the 1940 Act allows a registered investment company to deliver a single shareholder report to multiple shareholders with the same residential address (“householding”) if (1) the report is addressed to the shareholders as a group; (2) the shareholders consent in writing to householding or the investment company is not required to obtain written consent; and (3) the investment company explains at least once a year to shareholders who have consented how they can revoke their consent. After receiving a request from a shareholder to discontinue “householding,” the investment company must begin sending individual copies of shareholder reports to the shareholder within thirty (30) days after the investment company receives the request.

PRIVATE AND CONFIDENTIAL

The Funds’ prospectuses currently stipulate that shareholder reports and prospectus mailings will utilize householding unless the shareholder specifically requests an exemption.

Advisor/Administrator Responsibility: The Company and/or Funds’ administrator and/or the transfer agent are responsible for coordinating the householding of mailings to direct shareholders with the Fund’s transfer agent. Additionally, householding exemptions for shareholders who invest in the Funds through financial intermediaries are monitored by the recordkeeping/mailing service provider utilized by that financial intermediary.

iv.

Electronic Delivery

Delivery of regulatory materials such as prospectuses, shareholder reports and proxy solicitation materials can be made electronically provided certain requirements are met. In order for the Funds to fulfill delivery electronically, the Funds must first obtain investor consent to electronic delivery. Consent may be written or may be obtained telephonically and a record of consent must be maintained. Investors must also be provided the ability to revoke consent at any time. Consent obtained should be clear as to whether consent is for global delivery (prospectuses, statements, shareholder reports, etc.) or only one type of report. Materials sent electronically must be in the same format and provide the same information as the paper document. Any electronic delivery must be made concurrently with sending of paper materials, must provide investors with access comparable to paper documents so that electronic access of the document is not burdensome and allows for legible printing, and must retain evidence of receipt of the electronic transmission either through e-mail return receipt or other similar documentation.

Form N-SAR and Form N-CSR

Rule 30b-1 under the 1940 Act requires every registered investment company to file a semi-annual report with the SEC on Form N-SAR. The form is used by registered investment companies for semi-annual or annual reports to be filed pursuant to Rule 30a- 1 or Rule 30b1-3 or in satisfaction of the requirement of Section 30(a) of the 1940 Act that every registered investment company must file annually with the SEC such information, documents and reports as investment companies having securities registered on a national securities exchange are required to file annually pursuant to Section 13(a) of the Exchange Act and the rules and regulations thereunder.

Rule 30b-1 requires that Form N-SAR be filed not more than sixty (60) calendar days after the close of each fiscal year and fiscal second quarter (semi-annual period). An extension of time of up to fifteen (15) days for filing the form may be obtained by following the procedures specified in Rule 12b-25 under the Exchange Act. The Form N-CSR must be filed with the SEC no later than ten (10) days after the Funds’ annual and semi-annual reports are sent to shareholders.

PRIVATE AND CONFIDENTIAL

Responsible Party: Fund administrator. The Funds’ administrator must prepare and file the annual and semi-annual Form N-SAR in accordance with the instructions to Form N-SAR. Form N-SAR does not need to be certified by the Trust’s principal executive and financial officers. However, the Form N-CSR must be signed and certified by the Trust’s principal executive and financial officers.

vi.

Form N-Q

Rule 30b1-5 under the 1940 Act requires every registered investment company, other than a small business investment company registered on Form N-5, to file a quarterly report of its portfolio holdings on Form N-Q not more than sixty (60) days after the close of the first and third quarters of each fiscal year.

Responsible Party: Fund administrator. The Funds’ administrator is responsible for overseeing the preparation and filings of any Form N-Qs prepared on behalf of the Funds.

vii.

Form N-PX

Rule 30b1-4 under the 1940 Act (the “Proxy Rule”) requires every registered investment company, other than a small business investment company registered on Form N-5, to file an annual report on Form N-PX no later than August 31 of each year, containing the registrant’s proxy voting record for the most recent 12-month period ended June 30.

Responsibility Party: The Company is responsible for voting proxies for all portfolio securities of a Fund and keeping certain records relating to how the proxies were voted as required by the Advisers Act. Please see below Section IV.M. of the Manual for more information of the Company’s proxy voting policies. The Funds’ administrator will prepare and file, based on such record, Form N-PX on an annual basis with the SEC no later than August 31 of each year.

viii.

Rule 24f-2 Notices

Rule 24f-2 under the 1940 Act permits an open-end management investment company to register an indefinite number of securities under the Securities Act. This takes effect when the registration statement or PEA becomes effective.

Time of Filing Rule 24f-2 Notice

If an issuer has filed a registration statement or PEA to its registration statement, it must file its Rule 24f-2 Notice within ninety (90) days after the close of any fiscal year for which it is in effect. If a Rule 24f-2 Notice is not filed within the time designated, the issuer must pay interest on the unpaid amount.

Content of Rule 24f-2 Notice

The registrant must file Rule 24f-2 Notice on Form 24f-2 electronically via EDGAR, containing the information specified in that form. A registrant may elect to file the Rule 24f-2 Notice at the registrant level or at the series level. If notices are filed at the series level, a separate notice shall be prepared for each series, but shall be transmitted via a single EDGAR filing. The Funds file the Rule 24f-2 Notice at the series level. A copy of a manually signed Rule 24f-2 Notice must be maintained in the files.

PRIVATE AND CONFIDENTIAL

Registration Fee for Rule 24f-2 Notice

The Rule 24f-2 Notice must be accompanied by a filing fee with respect to the number or amount of securities specified. The fee is established by the SEC and is calculated on the basis of a percentage of the actual aggregate sales price for which the securities were sold. The fee changes from time to time and should be monitored on an ongoing basis. The remittance for the filing fee must be by wire or sent to the SEC lockbox by certified check, in accordance with EDGAR rules.

Responsible Party: Fund administrator. The Funds’ administrator is responsible for overseeing the preparation and filings of any Rule 24f-2 Notices on behalf of the Funds.

Annual Company Disclosures

The Company is required to review and/or update various regulatory filings and Client disclosures on an annual basis, including:

●

IARD Annual Renewal Filing⁶⁹

●

Firm Super Account Administrator⁷⁰

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Form ADV Part 1 and Part 2A Brochure⁷¹

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Form ADV 2B Brochure Supplements

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Form 13H, if applicable

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All Forms U-4s, if applicable⁷²

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All Schedules 13G filed by the Company, if applicable

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Company Privacy Policy⁷³

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Audited Fund Financials delivered to Fund investors

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NFA 4.5 exemption notice affirmation filings, if applicable^{74 75}

In addition, the Company will collect the following updated information from all investors on an annual basis:

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FINRA 5130 and 5131 representations⁷⁶

The Company will update the following documents at least annually relating to any applicable regulatory changes that affect the Company or its Clients:

⁶⁹

Policy: Annual ADV renewal payments [F1]

⁷⁰

Policy: Filings – update firm SAA [F2]

⁷¹

Policy: Filings – ADV updates (annual) [F3]

⁷²

Policy: Filings – Form U-4 updates (annual) [P5]

⁷³

Policy: Investor Distribution - Privacy policy (annual) [I13]

⁷⁴

Policy: Filings – NFA – 4.13(a)(3) exemption notice (annual) [R1, R2]

⁷⁵

Policy: Filings – NFA – 4.7 exemption notice (annual) [R3, R4]

⁷⁶

Policy: Investor Distribution – FINRA 5130/5131 (annual) [I12]

PRIVATE AND CONFIDENTIAL

●

Company Compliance Manual and Code of Ethics⁷⁷

To assist the Company’s CCO in executing and planning important activities and meeting critical deadlines, the CCO shall maintain a compliance calendar that includes (i) a description of the compliance item and action to be taken; (ii) the responsible party or parties who is responsibilities for completing the tasks; (iii) due dates broken down by ongoing, monthly, quarterly, and annual events; (iv) completion dates; and (v) testing dates.

⁷⁷

Policy: Annual updates – Compliance manual [C4, C5]

PRIVATE AND CONFIDENTIAL

IV. PORTFOLIO MANAGEMENT

Set forth below are the general procedures governing the purchase and sale of securities for Client accounts. These procedures supplement any contractual or investment guidelines governing Client accounts as well as any legal or regulatory restrictions that may apply.⁷⁸

A. Investment Process

1. Investment Committee

The Company has delegated to the Investment Committee, the responsibility to exercise and maintain prudent supervision and control of the Clients’ investments and portfolios. The Investment Committee will be responsible for overseeing the Company’s investment process from the origination of each investment transaction, through asset management and ultimately the realization of the investment. The Investment Committee shall periodically review and ensure the investment policies, guidelines, and objectives of each respective Client’s general investment strategy are achieved and attained per the Client’s applicable governing documents. In carrying out its duties the Investment Committee reviews the general investment strategy for each Client, the strategy’s overall investment performance and recommends changes when appropriate; and works closely with Portfolio Managers to ensure that the investment objectives are being met as stated in the Client’s governing documents.

2. Investment Process

The Company’s Portfolio Managers are charged with the responsibility to exercise and maintain prudent supervision and control of the applicable investment strategies they manage. Additionally, Portfolio Managers are responsible for implementing the investment process for the strategy they manage, from the origination of each investment transaction in the strategy, through asset management and ultimately the realization of the investment. Portfolio Managers shall periodically review and ensure the investment policies, guidelines, and objectives of the Clients invested in the strategies they manage are achieved and attained per the Client’s governing documents. Portfolio Managers shall maintain prudence and effectiveness of each portfolio investment of the Client in a strategy and formulate and oversee the investment policies and management of the Client’s assets, and periodically review the strategy’s investment performance. In monitoring a Client’s portfolio of investments in a strategy, Portfolio Managers shall ensure (i) the management of investments and capital actions are consistent and comply with attainment of the Client’s investment policy, objectives and strategy goals, (ii) the Client’s portfolio is in compliance with legal and regulatory requirements, and (iii) the Client’s portfolio adheres to risk metrics set by the Client’s governing documents. Portfolio Managers will carry out other responsibilities, including, but not limited to: (i) reviewing portfolio compliance and suitability of investment reports; (ii) reviewing allocation of investments in the strategies they manage; (iii) reviewing portfolio liquidity; (iv) reviewing portfolio leverage and segregation; and (v) carrying out other responsibilities to the extent necessary or appropriate.

⁷⁸ Policy: Trading – strategy adherence [T23]

PRIVATE AND CONFIDENTIAL

B. Trade Orders

Pursuant to Rule 204-2(a)(3) of the Advisers Act, the Company is required to keep a memorandum (i.e., trade ticket, trade order) of each order given by the Company for the purchase or sale of any security, of any instruction received by the Company concerning the purchase, sale, receipt or delivery of a particular security, and of any modification or cancellation of any such order or instruction. Such orders and instructions may be maintained electronically or may be maintained by a third-party service provider such as an administrator and/or custodian. The memorandum shall:

●

show the terms and conditions of the order, instruction, modification or cancellation;

●

shall identify the person connected with the Company who recommended the transaction to the Client and the person who placed such order; and

●

show the account for which entered, the date of entry, and the bank, broker or dealer by or through whom executed where appropriate. Orders entered pursuant to the exercise of discretionary power shall be so designated.

1. Trade Flow Process

To ensures the investment policies, guidelines, and objectives of the Client’s general investment strategy are in compliance and attained per the Client’s governing documents, Portfolio Managers shall review each investment in a security from an investment objective and suitability perspective. As stated above, the Company’s Investment Committee is responsible for overseeing the Company’s investment process from the origination of each investment transaction, through asset management and ultimately the realization of the investment, while Portfolio Managers are responsible for implementing the investment process for the strategy they manage, from the origination of each investment transaction in the strategy, through asset management and ultimately the realization of the investment.

Only the Company’s listed authorized traders (the “Authorized Traders”) have the authority to execute trades on behalf of Clients. No other Employee has the authority to make any trading decisions or execute any trade order. All trading decisions and instructions can only be initiated and approved by the Portfolio Manager(s), Wealth Adviser(s), or the Client and communicated to an Authorized Trader via electronic mail or in writing with a timestamp. All electronic mail and written communications between Portfolio Manager(s), Wealth Adviser(s), or the Client and Authorized Traders must be maintained electronically or in an easily accessible place for at least six (6) years from the end of the Company’s fiscal year during which the last entry was made; the first two (2) years must be in an easy accessible place in an appropriate office of the Company.

Before any trade order can be executed by an Authorized Trader, the Portfolio Manager(s) must review and confirm the trade order via the Company’s Order Management System (“OMS”). No trade order can be approved and executed by the same individual. It is the Company’s policy that a segregation of duties must exists between individuals involved in trade execution. In reviewing and confirming any trade order prior to execution, Portfolio Manager(s): (i) will verify that the model weightings or changes are suitable and appropriate; (ii) may elect to add or trim positions based on the tactical weight of a holding; and (iii) may give individual trade order instructions for certain Client accounts. In order to enable the Company to facilitate compliance, the OMS performs pre- and post- trade compliance checks on all Client accounts, including the Fund, by incorporating trading controls and safeguards to ensure that investment transactions in Clients’ accounts complies with the applicable Client’s investment policies, guidelines, and objectives, including investment restrictions, position sizes, limitations, and legal and regulatory requirements as stated in the applicable Client’s governing documents.

PRIVATE AND CONFIDENTIAL

The trading controls and safeguards structured in the OMS shall be monitored on an on-going basis by the CCO or appointed designee to ensure operational and trading limit controls and safeguards are working properly, and to ensure compliance settings are in line with the applicable Client’s investment policies, guidelines, and objectives, including investment restrictions, position sizes, limitations, and legal and regulatory requirements as stated in the applicable Client’s governing documents. In the event a Client’s trading limit is breached, the CCO must be informed of the trading limit breach immediately. The CCO will take any and all necessary action to make the correction. The CCO will document and keep record of the event and assess if any new policies and procedures or controls are needed to ensure operational risk are mitigated and trading limit controls and safeguards are working properly. Please see below Section IV.F. of this Manual, the Company’s Allocation policies and procedures.

Once a trade order has been confirmed via the OMS by the Portfolio Manager, an Authorized Trader will have the authority to execute the trade order on behalf of the Clients’ accounts. In executing a trade order, an Authorized Trader will communicate the trade order to the executing broker-dealers electronically via direct FIX connections, proprietary software platform, electronic mail or direct communication via telephone. All electronic mail and written communications between the Authorized Traders and executing broker-dealers must be maintained electronically or in an easily accessible place for at least six (6) years from the end of the Company’s fiscal year during which the last entry was made; the first two (2) years must be in an easy accessible place in an appropriate office of the Company.

2. Trade Affirmation Process and Procedure

Trades, including allocation details are communicated and affirmed to the executing broker-dealer electronically via direct FIX connections through the OMS, proprietary software platform, electronic mail or direct communication via telephone on trade date (T+0). Once an Authorized Trader places a trade order with a broker-dealer, the trade is executed. After the broker-dealer executes the trade, the broker-dealer will advise the Authorized Trader of the execution details (i.e., fill-orders) via direct FIX connections through the OMS, proprietary software platform, electronic mail or direct communication via telephone. Once the broker-dealer submits the trade confirmation to the Authorized Trader, the Authorized Trader will review the confirmation for accuracy. If accurate, the Authorized Trader affirms the trade order back to the broker-dealer and provide allocations if necessary via direct FIX connections through the OMS, proprietary software platform, electronic mail or direct communication via telephone on trade date (T+0).

PRIVATE AND CONFIDENTIAL

At the end of the day, the OMS creates a daily trade re-cap report of all executed trades made throughout the day and is reviewed by Authorized Traders, Portfolio Managers, Client Wealth Advisors, and the CCO for completeness and accuracy. Additionally, for each Client account having security transactions, the Authorized Traders or designee will disseminate a daily trade blotter via direct FIX connections and/or electronic mail to each respective Client’s custodian and if applicable the Clients administrator. If there are no security transactions, the Authorized Traders or their designee sends a confirmation via direct FIX connections and/or electronic mail stating that there were no security transactions. All trade orders and confirms must be included in the daily packet to each respective Client’s custodian and if applicable the Clients administrator.

Generally, for each Client account having security transactions, trades are booked into the Clients’ custodian’s and/or administrator’s accounting system the next business day following the trade date (T+1). Any trades received with a trade date greater than T+1 must be reported to the Client’s custodian and if applicable the Clients administrator, since this is a T+1 violation.

Each order for the purchase or sale of any security is recorded via the Company’s OMS and maintained electronically for a period of six (6) years from which the entry was made on such record. In addition, trade blotters are maintained by the Company Client’s third-party service provider such as the fund administrator, custodian, or prime broker for a minimum of five (5) years from which the entry was made on such record.

3. Reconciliation of Trades

Post trade date (T+1), the Company shall perform a reconciliation of the Client’s account between the Company, the Client’s custodian and if applicable the Clients administrator. This process is completed utilizing the Company’s Portfolio Management System (“PMS”) which collects, consolidates, and electronically delivers secure, standardized custodial data to the Company. All Client transactions made through custodians that are part of the PMS process will be made available at the beginning of the day (T+1). Once all Client transactions have been confirmed within PMS, the automated reconciliation process begins by reconciling trade information, settlement data, transactions and positions. Any Client transactions not reconciled through the PMS process will be reconciled through the Depository Trust Company (“DTC”). Once the reconciliation process is completed, all trades and/or transactions will fall into to three (3) categories (folders) by matches: “Perfect”, “Near” and “Missing”. Matches in the Perfect folder can be approved; matches in the other two folders will need to be manually verified. Any issues in this step are brought to the Director of Operations’ attention as soon as they are discovered.

Once all the trade information, settlement data, transactions and positions have been matched and verified, the price files are run. Price files are collected from each Client’s respective custodian and from International Data Corporation (“IDC”), the Company’s third-party pricing agent. IDC is used to price any securities that are not in a Client’s custodian pricing file. The files are merged in such a way as to use IDC to price all the securities that do not have prices from the custodians. Any issues in this step are brought to the Director of Operations’ attention as soon as they are discovered.

PRIVATE AND CONFIDENTIAL

Once the trade information, settlement data, transactions and positions have been reconciled and all the securities have been priced, reports for all the Portfolio Managers are run, verified and delivered to each respective Portfolio Manager.

Please see the Company’s Trade Flow Diagram attached to this Manual as Appendix IV for a complete overview of the Company’s Trade Flow Process.

C. Best Execution and Broker Selection⁷⁹

1. General

It is the Company’s general policy, to receive discretionary investment authority from its Clients at the outset of an advisory relationship. Depending on the terms of the applicable Advisory Contract, the Company’s authority may include the ability to select broker-dealers through which to execute transactions on behalf of its Clients, and to negotiate the commission rates, if any, at which transactions are effected. The Company may also have the authority to enter into International Swap and Derivatives Association (“ISDA”), repurchase clearing, trading brokerage, margin future, options, or other types of agreements on behalf of the Company’s Clients. In making decisions as to which securities are to be bought or sold and the amounts thereof, the Company is guided by the mandate selected by the Client and any Client-imposed guidelines or restrictions. Unless the Company and the Client have entered into a non-discretionary arrangement, the Company generally is not required to provide notice to, consult with, or seek the consent of its Clients prior to engaging in transactions.

The following policies apply to transaction costs, whether related to equity, fixed income, derivative or currency transactions, and whether in the form of a commission, spread or other compensation, relating to portfolio transactions for Client accounts.

The overriding consideration in allocating Client orders for execution is the maximization of Client profits (or minimization of losses) through a combination of controlling transaction costs (including market impact) and seeking the most effective uses of a broker’s capabilities. When the Company has the authority to select broker-dealers to execute transactions for its Clients, its overriding objective in effecting portfolio transactions is to seek to obtain best execution reasonably available under the circumstances. It is not necessary to select the broker-dealer offering the lowest commission rate. The Company may cause a Client account to pay a broker-dealer a commission in excess of that which another broker-dealer might have charged for effecting the same transaction in recognition of the value of the brokerage and other services provided by the broker-dealer. The Company should seek to obtain the most favorable terms reasonably available under the circumstances by taking into consideration all factors it deems relevant. Such factors may be either venue specific or transaction specific and may include, but are not limited to:⁸⁰

⁷⁹ Portfolio – Best Execution [T9, T10]

⁸⁰ Policy: Best Execution – broker scorecards [T11]

PRIVATE AND CONFIDENTIAL

● Venue Factors: (i) execution capability including speed of execution, quality of communication links to the Company, clearance and trade settlement history and capability and ratio of complete versus incomplete trades; (ii) ability to handle large trades in securities having limited liquidity without undue market impact and ability to provide liquidity (as principal, agent or otherwise); (iii) access to market liquidity and quotation sources; (iv) financial condition of the counterparty, including reputation and creditworthiness; (v) responsiveness and reliability in executing trades, keeping records and accounting for and correcting administrative errors; (vi) ability to maximize price improvement opportunities, including the ability to provide ad hoc information or services; and (vii) ability to comply with all regulatory requirements; and

● Transaction Factors: (i) price and overall cost of the transaction, including any related credit support; (ii) the size, type and timing of the transaction; (iii) existing and expected activity in the market for the security, including any trading patterns of the security and the particular marketplace; (iv) nature and character of the security or instrument and the markets on which it is purchased or sold; (v) value of research provided, if permitted under applicable law or regulation; (vi) fund or portfolio objectives or Client requirements (if permissible), as may be applicable; (vii) if applicable, Client-directed brokerage arrangements; and (viii) applicable execution venue factors.

Should the Company, on behalf of its Clients, enter into over-the-counter derivative transactions, with respect to stocks, indices, interest rates, debt securities or currencies, to enhance the Client’s portfolio return and attempt to limit downside risk, the Company shall select counterparties to these derivative transactions based on a number of factors, including credit rating, execution prices, execution capability with respect to complex derivative structures and other criteria relevant to a particular transaction. The Company’s endeavor and fiduciary duty is to be aware of current charges assessed by relevant broker-dealers and to minimize the expense incurred for effecting portfolio transactions, to the extent consistent with the interests and policies of each respective Client.

In recognition of the value, quality and availability of the above factors, the Company may execute transactions with a broker-dealer for a higher commission than another broker-dealer would have charged if the Company determines, in good faith, that the commission is reasonable in relation to the value of the brokerage and/or research services provided by that particular broker-dealer. In determining the reasonableness of a commission, the Company shall view the value of the services provided either in terms of that particular transaction or the value of the services provided to the Company as they relate to the overall responsibilities of the Company as an investment adviser. Please see below Section IV.E. of the Manual for more information regarding the policies and procedures of “Soft Dollars.”

The Company shall not consider, in selecting or recommending a broker-dealer to execute Client portfolio transactions, whether the Company or a related person receives Client referrals from that broker-dealer. The Company is prohibited to enter into agreements with, or make commitments to, any broker-dealer that would bind the Company to compensate that broker-dealer, directly or indirectly, for Client referrals or sales efforts through placement of brokerage transactions; nor will the Company use step out transactions or similar arrangements to compensate selling brokers for their sales efforts. The Company has adopted policies and procedures pursuant to Rule 12b-1(h) under the 1940 Act which provide that neither a Fund nor the Company may direct brokerage in recognition of the sale of a Fund’s shares. Consistent with those procedures, the Company shall not consider sales of shares of its Funds, as a factor in the selection of brokers or dealers to execute portfolio transactions. However, whether or not a particular broker or dealer sells shares of the Company’s Funds neither qualifies nor disqualifies such broker-dealer to execute transactions for those Funds. Please see below, in Section IV.C.4. “Rule 12b-1(h) of the 1940 Act” of this Manual, the Company’s polices that prohibit the use of brokerage to compensate broker-dealers for the sale of Funds’ shares.

PRIVATE AND CONFIDENTIAL

All of the foregoing procedures cannot be rigidly applied to every trade. Rather the Authorized Traders and Portfolio Managers should assess these procedures in the context of each trade and apply them appropriately. In certain cases, the circumstances of a trade may dictate the type of broker used for execution. For example, depending on the size or type of transaction, some brokers, such as Electronic Communication Networks (“ECNs”), may offer lower commission rates, but be unable to provide the same level of liquidity or quality of execution as full-service brokers. In unique transactions, other criteria may influence an Authorized Trader’s decision to use a certain broker.

The foregoing factors in selecting broker-dealers shall be monitored on an on-going basis by the FOBO Committee by completing a “Broker Scorecard,” which is an assessment of these and other factors. Based upon all factors considered, the FOBO Committee is responsible for making a good faith determination that the allocation of brokerage and commissions paid are reasonable in relation to the value of the brokerage and research services provided by brokers that are used to execute trades for the Company’s Clients.

The FOBO Committee shall review trading activity on a quarterly basis to monitor brokers utilized to effect Client transactions, as well as to assess the Company’s ongoing best execution obligation to its Clients. This assessment shall be accomplished by taking random samples of prior trade orders from the brokers utilized and the volume-weighted average price (“VWAP”) traded over that day during the time period in which the orders were executed to assess if best execution was achieved by the Company. These “Best Execution Assessments” along with the Broker Scorecard shall be maintained by the CCO for a period of not less than five (5) years from the end of the Company’s fiscal year during which the last entry was made in the records, the first two (2) years in an appropriate office of the Company.

2. Wrap Fee Program Brokerage Practices

As stated herein above in Section III.C.4. “Fees of Wrap Fee Programs” of this Manual, Single and Dual Contract Program Clients receive a package of services, including trade execution from Sponsors (or their affiliated broker-dealers). Typically, in these instances both the Company and the Sponsor have a duty to seek best execution for these Clients’ transactions. However, the Company is generally directed by the Wrap Fee Programs’ Sponsor to execute such Clients’ transactions directly with the Sponsor (or their affiliated broker-dealers). Generally, Sponsors include provisions in their agreements with Single and Dual Contract Program Clients to direct the Company to execute all transactions or certain securities (e.g., equity securities) through the Sponsor (or its affiliated broker-dealer). In those cases, the Company generally requires the Sponsor’s agreement to permit the Company, in seeking best execution, the ability to execute transactions through broker-dealers other than the Sponsors (or their affiliated broker-dealers). This practice is often referred to as “trading away” or a “step-out” transaction.

PRIVATE AND CONFIDENTIAL

The Company may trade away when a security is illiquid, when a Sponsor (or its affiliated broker-dealer) lacks the capacity or expertise to effectively execute a transaction in a particular type of security or to execute a transaction at a favorable price or in a timely manner or under other circumstances. In addition, the Company may trade away or use step-out transactions when the Company believes trading through the Sponsor (or its affiliated broker-dealer) will adversely impact the same or similar transactions the Company intends to execute for its other Clients. Whenever the Company trades away or uses step-out transactions from Sponsors (or their affiliated broker-dealers), there may be additional commissions, spreads, transaction charges or other costs incurred by such Clients that are not covered by the Wrap Fee. The Company typically is not responsible for such additional commissions, spreads, charges or costs. These additional commissions, charges or costs typically are paid by the Sponsor or the Clients. With respect to Wrap Fee Programs where a Client directs trading to the Sponsor, even where another broker-dealer quotes a more favorable price than that quoted by such Sponsor in a given transaction, that lower price along with the added commission, may be on balance less favorable to the Client than the Sponsor’s higher quoted price.

Conflicts of interest can arise between the Company’s best execution policies and procedures and trading instructions that the Company may receive from agreements with Single and Dual Contract Program Clients. In such cases, the Company will act in a manner that it believes is consistent with the best interests of such Clients and its best execution policies and procedures.

3. Rule 17e-1 of the 1940 Act

Generally, the Company does not place brokerage with any party that is affiliated with the Company or its Clients, including any affiliates of the Trust or a Fund or any affiliate of such affiliates (each a “Broker Affiliate”). Should the Company place brokerage with any party that is a Broker Affiliate it must comply with Rule 17e-1 under the 1940 Act and the following procedures. The CCO, with the aid of the Authorized Traders, is responsible for ensuring that the Company complies with the following procedures should the Company place brokerage with any Broker Affiliate.

The following procedures have been determined to be reasonably designed to provide that any commission, fee or other remuneration paid to a Broker Affiliate is reasonable and fair compared to the commission, fee or other remuneration received by other brokers in connection with comparable transactions involving similar securities being purchased or sold on securities exchange during a comparable period of time.

● The CCO, with the aid of the Authorized Traders, is responsible for ensuring that a securities transaction on a securities exchange shall be effected through a Broker Affiliate only if it determines that the commission to be received by it, from any source, is “reasonable and fair” compared to commissions received by other broker-dealers in connection with comparable transactions involving similar securities being purchased or sold on a securities exchange at or about that time.

PRIVATE AND CONFIDENTIAL

●

The CCO, with the aid of the Authorized Traders, shall give regular consideration to the prevailing level of commissions charged on comparable transactions involving similar securities being sold on a securities exchange by other qualified brokers during a comparable period and shall provide the Trust Board, on a quarterly basis, with information concerning transactions effected through the Broker Affiliates and other unaffiliated broker-dealers, such as the Fund’s “regular broker-dealers” (as defined in Rule 10b-1 of the 1940 Act). This information should include the following data to the extent relevant: (i) the amount paid in commissions and the percent represented by such amount of all commissions paid in that period with respect to each such broker, and (ii) the dollar amount of all transactions effected through such broker and the percent represented by such amount of all transactions effected in that period. Any other relevant information or information requested by the Trust Board (such as the average commission paid in cents per share) should also be included.

●

The CCO or designee shall review at least quarterly all transactions in the prior quarter in connection with which a Broker Affiliate received any commission, fee, or other remuneration to determine whether such transactions were fair and were effected in compliance with these procedures and to ensure that the fees paid therefor did not exceed the usual and customary broker’s fees for such transactions.

●

In determining whether a transaction is fair and whether the fee therefor does not exceed the usual and customary broker’s fee, the CCO shall consider the research provided to the Company.

●

The Company shall maintain and preserve for a period of not less than six (6) years from the end of the year in which any transaction subject to these procedures occurred (the first two (2) years in an easily accessible place) a written record setting forth the amount and source of the commission, fee or other remuneration received, the terms of the transaction and the information presented to the Trust Board in connection with the Trust Board’s quarterly reviews of such transactions.

●

The CCO, with the aid of the Authorized Traders, shall review at least quarterly all transactions in the prior quarter not effected on a securities exchange in connection with which a Broker Affiliate received any commission, fee, or other remuneration to determine: (a) that where the transaction was effected with a secondary distribution of securities, the commission, fee or other remuneration did not exceed 2 percent (2%) of the sales price; and (b) that where the transaction was effected otherwise than on a securities exchange and in connection with a secondary distribution, the commission, fee, or other remuneration did not exceed 1 percent (1%) of the purchase or sale price of such securities.

4. Rule 12b-1(h) of the 1940 Act

Rule 12b-1under the 1940 Act prohibits the use of fund brokerage to compensate broker-dealers for the sale of fund shares. Recognizing the fact that the broker dealer who can provide best execution for a particular portfolio securities transaction may also sell fund shares, the SEC provided a procedure that would allow for an exception to the Rule. Rule 12b-1(h)(2) permits an investment company to use a selling broker to execute transactions in portfolio securities only if the investment company or its adviser has implemented policies and procedures designed to ensure that its selection of selling brokers for portfolio securities transactions is not influenced by considerations about the sale of fund shares. Therefore, the Company, in connection with the Funds it manages, has adopted the following policy in accordance with Rule 12b-1(h).

PRIVATE AND CONFIDENTIAL

i. Policy

●

No Fund may compensate a broker-dealer for any promotion or sale of shares issued by a Fund by directing to the broker-dealer a Fund’s portfolio securities transactions or any remuneration, including but not limited to any commission, mark-up, mark-down, or other fee (or portion thereof) received or to be received from a Fund’s portfolio transactions effected through any other broker (including a government securities broker) or dealer (including a municipal securities dealer or a government securities dealer).

●

The Company, on behalf of the Funds, is prohibited from entering into Directed Brokerage arrangements. A Directed Brokerage Arrangement is an arrangement in which a Company managed Fund directs the Company to execute a portion of the trades for the Fund through a particular Execution Service. In return for its direction, the Fund receives from the Execution Service either services or payment of expenses as a rebate of the commissions or remuneration earned from the Fund’s transactions.

●

The Company, on behalf of the Funds, is prohibited from entering into Coordinated Directed Brokerage arrangements. A Coordinated Directed Brokerage Arrangement is a Directed Brokerage Arrangement in which one Full Service Broker-Dealer (the coordinator) serves as the conduit to a number of other participating Execution Services (usually other Full-Service Broker-Dealers), each of which rebates to the Fund a portion of its commissions or remuneration earned from the Fund’s transactions. Coordinated Directed Brokerage Arrangements are utilized for the same purposes as Directed Brokerage Arrangements.

●

The Company, on behalf of the Funds, is prohibited from entering into Step-Out transactions. A Step-Out transaction is one in which an investment manager (or other fiduciary) directs that a selected Execution Service (usually a Full-Service Broker- Dealer) allocate or “step out” all or part of a trade to another Execution Service for clearance and settlement. Step-Out Transactions are often used to allow investment managers to execute trades with the Execution Service of their choosing, but direct brokerage to specific Execution Services for a limited portion of the transaction as payment for other services.

ii. Compliance Procedure

The FOBO Committee shall review all brokerage arrangements quarterly, with the assistance of Blue River, to ensure the persons responsible for selecting broker-dealers do not effect transactions in the Funds’ portfolio securities from taking into account broker-dealers’ promotional or sales efforts; and to ensure the Company, its Funds, and its principal underwriter do not enter into any agreement or other understanding under which any Fund would direct brokerage transactions or revenue generated by such transactions to a broker-dealer to pay for the distribution of Fund shares.

PRIVATE AND CONFIDENTIAL

The FOBO Committee, with the assistance of Blue River, shall monitor the operation of these policies and procedures through quarterly testing of the brokerage allocations of the Fund’s portfolio securities transactions to brokers-dealers with the amount of Fund shares sold by such brokers or dealers. Such review will be designed to determine whether there may be a significant correlation between the sale of Fund shares and the direction of brokerage that may suggest the existence of informal arrangements in violation of Rule 12b-1(h) or these policies and procedures. The results of the periodic testing shall be provided to the Trust CCO upon request.

D. New Brokerage Relationships⁸¹

Requests for new clearing or execution broker relationships should be initiated by an Authorized Trader by completing a New Broker Addition Form via the Compliance Portal or by completing the form attached to this Manual as Form B. Any requests for information from a broker should be sent to the CCO. All new broker relationships are reviewed and approved by the CCO or designee.

Brokers should not be selected to execute transactions for Client accounts for reasons unrelated to the best interests of the Client. Improper reasons to select a broker include gifts or other benefits received from a broker or a family relationship or friendship with an Employee of the broker. Please see Section F.5 of Appendix III attached hereto for a complete discussion of the Company’s gifts and entertainment policies.

To the extent the Company wishes to engage a prime broker, on behalf of a Fund, the CCO will coordinate completely with the Trust CCO to facilitate all necessary actions required by the Trust in order to have the prime broker approved to conduct business on behalf of such Fund and Trust.

To the extent the Company wishes to engage any prime broker, on behalf of any of its other Clients, the CCO shall review and approve any such prime broker agreement before execution. In reviewing the prime broker agreement, the CCO will consider the following: (i) ensuring the prime broker agreement is in the name of the Client, (ii) under what conditions can the prime broker re-hypothecate assets; (iii) what is the re-hypothecation limit on net indebtedness (i.e. 100%, 140%, etc.); (iv) does the prime broker agreement contain a cross collateral clause, where another Client's assets could be used as collateral for the Client and vice versa; (v) does the prime broker agreement call for the netting of balances between an ISDA asset balances and prime broker asset balances in the event of default at the prime broker level; and (vi) does the prime broker agreement place a liability cap on the prime broker or custodial entity if they are at fault in settling a transaction.

E. Soft Dollars⁸²

Section 28(e) of the Exchange Act, provides a “safe harbor” to investment advisers who use soft dollars generated by their advised accounts to obtain investment research and brokerage services that provide lawful and appropriate assistance to such investment advisers in the performance of investment decision-making responsibilities. The term “soft dollars” refers to the receipt by an investment adviser of products and services provided by brokers, without any cash payment by such investment adviser, based on the volume of revenues generated from brokerage commissions for transactions executed for clients of the investment adviser. The products and services available from brokers include both internally generated items (such as research reports prepared by employees of the broker) as well as items acquired by the broker from third parties. Research services furnished by brokers may include (but are not limited to) written information and analyses concerning specific securities, companies or sectors; market, financial and economic studies and forecasts; statistics and pricing or appraisal services; discussions with research personnel; and invitations to attend conferences or meetings with management or industry consultants. In the event that the Company utilizes soft dollars, it will do so solely to pay for products or services that qualify as “research and brokerage services” within the meaning of Section 28(e) of the Exchange Act.

⁸¹ Portfolio – Trading Counterparties [T8]

⁸² Portfolio – Soft Dollars [T35, T37]

PRIVATE AND CONFIDENTIAL

1. General

In those circumstances where more than one broker-dealer is able to satisfy the Company’s obligation to obtain best execution, the Company may place a trade order on behalf of Client accounts with a broker-dealer that charges more than the lowest available commission cost or price. The Company may do this in exchange for certain brokerage and research services provided either directly from the broker-dealer or through a third party (“Soft Dollar Arrangements”), provided that each of the following are met:

●

The research or brokerage product or service constitutes an eligible brokerage or research service. Please see Appendix V attached to this Manual for various examples of items of research and brokerage products or services that are eligible and ineligible;

●

The product or service provides lawful and appropriate assistance in the performance of the Company’s investment decision making responsibilities;

●

In good faith, the amount of Client commissions paid is “reasonable” in light of the value of the products or services provided;

●

The brokerage or research service must be “provided by” a broker-dealer who participates in effecting the trade that generates the commission. The Company may not incur a direct obligation for research with a third-party vendor and then arrange to have a broker-dealer pay for that research in exchange for brokerage commissions;

●

The Company may only generate soft dollars with commissions in agency transactions. The Company may not use dealer markups in principal transactions to generate soft dollars. In addition, a trade for a fixed income security or over-the-counter (“OTC”) security may be done on an agency basis only if the trader determines that it would not result in a broker-dealer unnecessarily being inserted between the Company and the market for that security;

●

No soft dollars are generated on accounts for which:

○ Investment discretion resides with the Client (i.e., non-discretionary accounts);

○ Client mandates restrict or prohibit the generation of soft dollar commissions;

PRIVATE AND CONFIDENTIAL

○ The Client has a directed brokerage arrangement;

●

The brokerage trade placed is for “securities” transactions (and not, for example, futures transactions); and

●

The Company must seek to allocate soft dollar benefits among Client accounts in a fair and equitable manner under the circumstances. Research services furnished by brokers through whom the Company effects securities transactions may be used in servicing all of the Company’s Clients’ accounts, and not all such services may be used in connection with the accounts which paid commissions to the broker providing such services.

The value of research or brokerage product or service can be a factor in the Company’s “best execution” determinations. The SEC has asserted that investment advisers have a duty to “execute securities transactions for clients in such a manner that the client’s total cost or proceeds in each transaction is the most favorable under the circumstances” or, in other words, the duty to obtain “best execution” of portfolio trades for its clients. In making this determination, the Company shall consider the full range and quality of a broker-dealer’s service in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to the adviser. Please see above Section IV.C. “Best Execution and Broker Selection” of this Manual for more information on the factors the Company considers in obtaining best execution and select broker-dealers.

2. Impermissible Practices

The following are statements of policy relating to trading practices that are commonly associated with soft dollars that are not permitted by the Company:

●

PRIVATE AND CONFIDENTIAL

● The Company, on behalf of the Funds, is prohibited from entering into Step-Out transactions. A Step-Out transaction is one in which an investment manager (or other fiduciary) directs that a selected Execution Service (usually a Full-Service Broker-Dealer) allocate or “step out” all or part of a trade to another Execution Service for clearance and settlement. Step-Out Transactions are often used to allow investment managers to execute trades with the Execution Service of their choosing, but direct brokerage to specific Execution Services for a limited portion of the transaction as payment for other services.

Please see above, in Section IV.C.4. “Rule 12b-1(h) of the 1940 Act” of this Manual, the Company’s polices that prohibit the use of brokerage to compensate broker-dealers for the sale of a Fund shares.

3. Disclosure Obligations Related to Soft Dollars

The Advisers Act as well as common law fiduciary principles require investment advisers to make full and frank disclosure of all conflicts of interest that “might incline an investment adviser—consciously or unconsciously—to render advice which was not disinterested.” This disclosure must be clear enough so that the Client is fully apprised of the facts and is in a position to evaluate the Company’s overlapping motivations and give informed consent. Moreover, if it is to be meaningful and effective, the disclosure must also be timely.

Section 28(e) does not relieve the Company of its disclosure obligations under the securities laws. Disclosure is required even if a soft dollar arrangement is within the safe harbor. Places where disclosure regarding soft dollar arrangements can be found include, among others, the following:

●

Form ADV. Form ADV, the basic registration and disclosure document for the Company, please see Section III.G.1.i. of this Manual for a complete discussion of the Company’s disclosure obligations on Form ADV. In particular, Item 12 of Part 2A of Form ADV requires the Company to describe the factors considered in selecting brokers and determining the reasonableness of their commissions. If the value of products, research and services given to the Company or a related person is a factor, the Company must describe: (i) the products, research and services; (ii) whether Clients may pay commissions higher than those obtainable from other brokers in return for those products and services; (iii) whether research is used to service all of the Company’s Clients’ accounts or just those paying for it; and (iv) any procedures the Company used during the last fiscal year to direct Client transactions to a particular broker in return for products and research services received. In addition, Item 14 of Part 2A of Form ADV requires the Company to describe any arrangement in which the Company is paid cash by or receives some economic benefit (including commissions, equipment or non-research services) from a non-client in connection with giving advice to Clients.

The CCO, with the assistance of Blue River, shall be responsible for reviewing the accuracy and completeness of the information contained in the Company’s Form ADV Part 1 and Brochure.

●

Form N-SAR. Registered investment companies (i.e., the Funds) are required to disclose information concerning brokerage practices in semi-annual reports on Form N-SAR. Item 26 of Form N-SAR requires a yes or no response to a series of questions as to the “considerations which affected the participation of brokers and dealers or other entities in commissions or other compensation paid on portfolio transactions of registrant.” Investment companies are also required to disclose detailed information regarding soft dollar arrangements in their registration statements.

PRIVATE AND CONFIDENTIAL

The CCO shall be responsible for assisting the Trust in the preparation and/or review of the Form N-SAR and reviewing the accuracy and completeness of the information contained in the Form N-SAR with respect to matters related to the Funds.

●

Form N-1A. Item 16 of Part B (e.g., Statement of Additional Information) requires disclosure of how transactions in portfolio securities are effected, including a general statement about brokerage commissions paid by the Funds during its most recent fiscal year. In addition, the Funds must disclose how the Company will select brokers to effect securities transactions for the Fund and how the Company will evaluate the overall reasonableness of brokerage commissions paid, including the factors that the Company will consider in making these determinations. Item 16 also requires the Funds to explain that research services provided by brokers through which the Funds effects securities transactions may be used by the Company in servicing all of its Clients’ accounts and that not all of these services may be used by the Company in connection with the Funds. Other policies or practices applicable to the Funds with respect to the allocation of research services provided by brokers must be disclosed as well. Finally, if the Company or Funds, through an agreement or understanding with a broker, directed the Funds’ brokerage transactions to a broker because of research services provided, the amount of the transactions and the related commissions must be disclosed.

The CCO shall be responsible for assisting the Trust in the preparation and/or review of the Form N-1A and reviewing the accuracy and completeness of the information contained in the Form N-1A with respect to matters related to the Funds.

4. Compliance Procedure

To monitor and control the Company’s use of research or brokerage products or services, all requests for new research or brokerage products or services must be submitted via the online Compliance Portal for review and approval by Blue River. Once Blue River has reviewed and approved the request, it is sent to the CCO for final review and approval through the online Compliance Portal. Please see attached hereto of this Manual as Form C a hard copy of the “Research/Brokerage Product or Service Request Form”. In monitoring the Company’s use of research or brokerage products or services, the CCO, with the assistance of Blue River, shall determine: (i) if the research or brokerage product or service constitutes an eligible brokerage or research service within the meaning of Section 28(e)(3) of the Exchange Act; (ii) the research or brokerage product or service provides lawful and appropriate assistance in the performance of the Company’s investment decision making responsibilities; and (iii) in good faith the amount of Client commissions paid is reasonable in light of the value of the products or services provided. Blue River shall reconcile statements from the providing brokers against the Company’s records for requests for new research or new brokerage products or new services, quarterly, to ensure all such brokerage products or services were pre-cleared by CCO and all soft dollar expenditures complied with the Section 28(e)(3) of the Exchange Act.

PRIVATE AND CONFIDENTIAL

The FOBO Committee, in conjunction with Blue River, shall maintain a log of all soft dollar arrangements (the “Soft Dollar Arrangements Log”) that includes, the name of the product or service provided, the name of the providing broker, name of any third-party provider involved, amount of the annual soft dollar “commitment” and any soft-to-hard dollar ratio agreed to. The FOBO Committee shall reconcile statements from the providing brokers against the Company’s Soft Dollar Arrangements Log quarterly, to ensure all items and services paid with soft dollars are not outside of the soft dollar budget. In addition, the FOBO Committee, with the assistance of the Portfolio Managers, shall evaluate the quality of the research or brokerage product or service provided by each of the broker-dealers utilized during the quarter by completing the Broker Scorecard, which is an assessment of these and other factors, to determine the value and reasonableness of brokerage product or service provided. Furthermore, the FOBO Committee, with the assistance of Blue River, shall review, quarterly, the percentage of soft dollar trades, the commissions per share paid to brokers, and the research or brokerage product or service provided by each of the broker-dealers to determine the reasonableness of brokerage product or service provided and to compare non-soft dollar commissions per share to soft dollar commissions per share to assess if the Company had to pay the broker-dealer with hard dollars how much would the product or service be worth. Lastly, the FOBO Committee, with the assistance of Blue River, shall perform an evaluation as to whether there is a fair and equitable generation of soft dollar credits by the Clients and ensure the allocation of soft dollar benefits among Client accounts is done in a fair and equitable manner under the circumstances, specifically the generation of soft dollar credits by a certain Client benefits such Client.

To monitor the Company’s use of research and brokerage products and services, all requests for research or brokerage products or services must be made by completing the Research/Brokerage Product or Service Request Form via the Compliance Portal or by completing the form attached hereto as Form C. All such requests shall require approval from the CCO.

F. Allocations⁸³

General Policy

It is the Company’s general policy to allocate investments among the accounts of its Clients in a manner which it believes to be fair and equitable. Allocations of investment opportunities should not be based on any of the following, or similar, reasons: (i) to generate higher fees paid by one Client account over another Client account, or to produce greater fees to the Company; (ii) to develop a relationship with a Client or prospective Client; or (iii) to compensate a Client for past services or benefits rendered to the Company or any Employee of the Company or to induce future services or benefits to be rendered to the Company or any Employee of the Company.

⁸³Portfolio – Allocations [T3 – T6]

PRIVATE AND CONFIDENTIAL

As stated above in Section IV.B.1. of this Manual, the Company utilizes the OMS to aid the Investment Committee and Authorized Traders in ensuring pre-trade and post-trade compliance and confirmation. Before any Client account can be released for trading, any restrictions and/or guidelines, including regulatory limitations that are to be placed upon the Client’s account by the Client are to be entered into the OMS based on information provided by the Client in the initial account opening and set up process. In addition, the Portfolio Managers shall utilize the OMS to monitor each Clients’ portfolio of investments daily and provide weekly exception reports which are to be reviewed by the CCO. Authorized Traders are responsible for reviewing exception reports daily and shall escalate issues to the CCO upon the identification of any such exception issue reported in the OMS. The CCO is ultimately responsible for ensuring that Portfolio Managers and/or Client Wealth Advisors provides the OMS with the necessary inputs in order for the software to accurately aid them in monitoring the allocations of investments in Clients’ portfolios. The FOBO Committee shall discuss the controls which should be set up on the software and the CCO or designee shall check the software regularly to ensure proper controls are in place and that all exceptions are addressed in timely manner.

2. Aggregation of Orders and Partial Fills

The aggregating or “bunching” of trade orders for the same security is intended to treat each Client fairly and to provide certain benefits to the Clients participating in the trade order, including efficiencies relating to trade access, cost, timing, execution and mitigation of certain operational risk. Further, for certain types of securities where there may be minimum purchase or sale amounts (e.g., private placements, certain debt securities), aggregation can facilitate the transaction.

In certain circumstances, the Company may seek to purchase or sell the same securities contemporaneously for multiple Client accounts that may have similar investment objectives and pursue similar strategies. When transactions are effectuated to meet similar investment objectives and pursue similar strategies for multiple Clients, the Company will generally aggregate trade orders for such Clients when executing trade orders throughout the day. However, the Company may determine not to aggregate transactions that relate to portfolio management decisions that are made independently for different Client accounts or if the Company determines that aggregation is not practicable, not required or inconsistent with Client direction.

It is the Company’s policy that each Client who participates in an aggregated trade order receives the average share price for all the transactions in that security on any given day, with the transaction cost shared pro rata based on participation. In the event all trade orders for a specific security on any given day are not filled at the same price, then the Company will to the extent possible cause each Client participating in that security transaction to pay or receive the average of the share prices at which all the transactions in that security were filled for all participating Clients, with the transaction cost shared pro rata based on participation. In the event an aggregated trade order for a specific security on any given day cannot be fully executed under prevailing market conditions (i.e., partially filled), then the security traded should be allocated among each participating Client pro rata in a manner the Company deems to be fair and equitable, by taking into account the size of the trade order placed for each participating Client and any other relevant factors.

PRIVATE AND CONFIDENTIAL

From time to time, the aggregation of trade orders for the same security may not be possible because the security is thinly traded or otherwise not able to be aggregated and allocated among each Client seeking the investment opportunity or a Client may be limited in, or precluded from, participating in an aggregated trade as a result of that Client’s specific brokerage arrangements. For example, if a Client requests directed brokerage or if a Client is invested in a Wrap Fee Program in which the Sponsor executes trades, the Company may not be able to aggregate the trade orders. Also, a security in which Clients wish to invest may have threshold limitations or aggregate ownership interests arising from legal or regulatory requirements or company ownership restrictions, which may have the effect of limiting the potential size of the investment opportunity and thus the ability of the applicable Client to participate in the opportunity. If a Client directed restriction is placed on a particular security or group of securities, the trade order will be allocated to the other participating Clients as described above.

3. Directed Brokerage and Trade Rotation

i. Directed Brokerage

It is the Company’s policy that it will not recommend, request, or require a Client to direct the Company to execute transactions through a specified broker-dealer. However, a Client may request the Company to direct all, or a portion of, its transactions be executed by a specific broker-dealer or list of broker-dealers. In such cases, the Company will require such Client to put such instructions in writing. Additionally, the Company requires that such Clients specify in writing: (i) the general types of securities for which the designated broker-dealer should be used in effecting transactions, and (ii) whether the designated broker-dealer should be used for all transactions, even though the Company may be able to obtain better (or more favorable) execution from other broker-dealers in effecting transactions. It should be understood that when a Client directs the Company to use a specific designated broker-dealer(s) that: (a) the Company will not be able to negotiate volume discounts for such Client; (b) the Client may not receive the most favorable execution for their account; and (c) the Client may not be a part of the Company’s aggregated trade orders (e.g., block trades). Clients who direct the Company to use specific broker-dealers should evaluate whether the Clients will be receiving commission expenses, execution quality, clearance and settlement capabilities, as well as custodial fees that are comparable to those otherwise obtainable by the Company. Finally, the Company requires Clients designating the use of a particular broker-dealer to acknowledge that the custodial, monitoring, and/or consultant-related services received from the registered broker will be used exclusively and solely for the benefit of the Client (and not of the Company) and shall not constitute or cause the Client’s account to violate Section 28(e) of the Exchange Act or case the Client’s account to be engaged in a “prohibited transaction” as defined in the Employee Retirement Security Act of 1974, as amended (“ERISA”).

The Company is required to disclose in Item 12 of Part 2A of its Form ADV that it may be unable to negotiate commissions, block or batch Client orders or otherwise achieve the benefits of aggregated trade orders described herein above, including best execution, if a Client limits the Company’s brokerage discretion ability. Directed brokerage commission rates may be higher than the rates the Company may pay for transactions in non-directed brokerage Client accounts. Also, Clients that restrict the Company’s brokerage discretion may be disadvantaged in obtaining allocations of new issues of securities (i.e., initial public offerings) that the Company may purchases or recommends for purchase in other Clients’ accounts. It is the Company’s policy that such Client accounts not participate in the allocations of new issues of securities obtained through brokers-dealers other than those designated by the Client. As a general rule, the Company shall encourage each Client to compare the possible costs or disadvantages of directed brokerage against the value of the custodial or other services provided by the broker-dealer to the Client in exchange for the directed broker-dealer designation.

PRIVATE AND CONFIDENTIAL

Wrap Fee Program Clients should recognize that the Company will execute their transactions through the Sponsor of the Wrap Fee Program. Transactions executed through the Sponsor of the Wrap Fee Program may be more or less favorable compared to transactions that the Company executes for other Clients because the Company may have no ability to negotiate prices or take advantage of aggregated trade orders.

As stated herein above in Section IV.C. of this Manual, the Company’s overriding consideration in allocating Client orders for execution is the maximization of Client profits (or minimization of losses) through a combination of controlling transaction costs (including market impact) and seeking the most effective uses of a broker-dealer’s capabilities. When the Company has the authority to select broker-dealers to execute transactions for its Clients, its overriding objective in effecting portfolio transactions is to seek to obtain best execution reasonably available under the circumstances.

ii. Trade Rotation Policy

As stated above is Section IV.F.2. “Aggregation of Orders and Partial Fills” of this Manual, the Company may seek to purchase or sell the same securities contemporaneously for multiple Client accounts that may have similar investment objectives and pursue similar strategies. When transactions are effectuated to meet similar investment objectives and pursue similar strategies for multiple Clients, the Company will generally aggregate trade orders for such Clients when executing trade orders throughout the day.

Both directed brokerage and non-directed brokerage Client accounts shall be a part of the Company’s trade rotation system, so that no one Client account is given preferential treatment over other Client accounts and all Client accounts are treated fair and equitably over time. The sequence in which trade orders of directed brokerage and non-directed brokerage Client accounts shall be placed with brokers/custodians utilizing an alphabetical selection process intended to equitably allocate transactions across the Company’s entire Client base so that each group of Clients can expect over time to receive executions at the beginning, middle and the end of the rotation. Additionally, depending on the liquidity of the security and the size of the transaction, among other factors, the Company may utilize a trade rotation process where one group of Clients (for example, non-directed accounts) may have a transaction effected before or after another group of the Company’s Clients, so as to limit the market impact of the transaction. For example, the Company’s trade rotation process may result in one group of Clients being the first accounts in which a trade order is aggregated and executed, and once completed, the Company will then rotate to the next set of Clients in its rotation schedule; over time it is expected that all Clients will eventually be last in the Company’s rotation.

PRIVATE AND CONFIDENTIAL

4. Compliance Procedures

The Company’s policy, where an opportunity to purchase or sell the same securities contemporaneously for multiple Clients that have similar investment objectives and pursue similar strategies, is to aggregate Client trade orders when doing so is likely to result in a better overall price or reduced cost for the Client trade. Consistent with its fiduciary duties, the Company allocates trades to its Clients on a fair and equitable basis as set forth in this policy. Each Client who participates in an aggregated order participates at the average share price with all transaction costs shared on a pro rata basis pursuant to these written procedures.

When it is determined by the Portfolio Manager(s) that it would be appropriate for more than one Client to participate in an investment opportunity, the Portfolio Manager(s) will generally allocate such investment opportunities pro rata among the participating Clients in proportion to the relative total market value of each participating Client’s portfolio (e.g., relative account size) on a pre-trade basis, taking into account such other factors as the Portfolio Manager(s) may, in their sole discretion determine appropriate. Such factors in determining how an investment opportunity is allocated may include, but not limited to, the following considerations:

●

investment objectives, guidelines and restrictions of the Client, including any limitations and restrictions on a Client’s portfolio that are imposed by such Client’s governing documents;

●

regulatory restrictions or legal contractual requirements; the size, nature and type of investment;

●

current holdings, targeted asset mix or diversification requirements;

●

the availability of capital for investment (i.e., cash position) or the size of a Client’s portfolio;

●

pre-determined tactical plan of a Client or Clients and corresponding capital commitments;

●

minimum trade denominations;

●

target investment return;

●

risk-return considerations;

●

risk tolerance of the Client;

●

relative exposure to market trends;

●

tax consequence;

●

targeted leverage level;

●

strategic objectives;

●

specific liquidity requirements or liquidity needs or constraints of the Client;

●

determination by the Portfolio Manager(s) that the investment or sale opportunity is inappropriate, in whole or in part, for one or more of the Clients; or

PRIVATE AND CONFIDENTIAL

● other considerations that Portfolio Manager(s) deems necessary or appropriate in light of the circumstances at such time.

As stated herein above, it is the Company’s policy that in the event an aggregated trade order for a specific security on any given day cannot be fully executed under prevailing market conditions (i.e., partially filled), then the security traded should be allocated among each participating Client pro rata in a manner the Company deems to be fair and equitable, by taking into account the size of the trade order placed for each participating Client and any other relevant factors.

Client directed or other restrictions may affect the allocation of a trade order. If a Client directed restriction is placed on a particular security or group of securities the trade order will be allocated to the other participating Clients as described above.

As stated above in Section IV.B. of this Manual, it is the Company’s policy that the Portfolio Managers formulate written allocation plans in the form of trade order memoranda via the OMS based on the investment guidelines, current exposure levels of each Client and other factors set forth above across the various Client accounts. When a new investment is being made, the Company allocates investment opportunities among those Clients based upon the percentages determined by the plan.

It is the responsibility of the CCO to ensure the appropriate disclosures of the Company’s aggregation and allocation practices are included in its Form ADV Brochure and amends such disclosures as appropriate.

The CCO or designee shall conduct quarterly reviews and tests the trade aggregation and allocation practices and related documentation of the Company to determine whether these procedures are being followed and whether Clients are being treated fairly, and maintains documentation of such reviews and findings. The review shall also include an assessment of any adjustments or variations from the standard allocation process or any amended trade order memorandums.

The CCO is responsible for reviewing quarterly the side-by-side management of the Company’s Clients’ portfolios, including performance dispersion and investment allocations. The CCO shall confirm and attest quarterly that the Company continues to invest in accordance with each Client’s stated investment strategy and objective. Blue River ensures these items as well through quarterly compliance testing and discussions with the CCO.

G. Affiliated Transactions

Principal Transactions

A “principal transaction” is where an investment adviser or its affiliates, directly or indirectly acting as principle for its own account, buys securities from, or sells securities to, a client. Section 206(3) of the Advisers Act prohibits principal transaction between an investment adviser and an advised client account unless client consent in obtained beforehand for each principal transaction. This restriction is intended to protect clients from transactions favoring the investment adviser as well as to minimize the potential for “dumping” of unwanted securities into a client’s account. These prohibitions also apply where an affiliate or controlling person of the investment adviser is acting in a principal capacity with the advisory clients (i.e., where the adviser causes a client to engage in a trade with the managers affiliate). For instance, a principal transaction would arise if: (i) a trade occurs between a client/fund and a proprietary trading account of the investment adviser, or (ii) a trade occurs between two or more of the funds managed by the investment adviser, if the investment adviser and/or its affiliates, in the aggregate, own 25% or more of the interests in one or more of such funds at the time of the transaction. In addition, if the investment adviser and/or its affiliates, in the aggregate, own 25% or more of the interests in a fund, transactions between advisory account clients and that fund will be deemed to be “principal transactions” under Section 206(3) of the Advisers Act. If an investment adviser indirectly structures a principal transaction, by simultaneously arranging through an unaffiliated entity to buy or sell identical amounts of securities to or from the client, the SEC views the transaction as subject to Section 206(3).

PRIVATE AND CONFIDENTIAL

i. Policy for Principal Transactions

In the event the Company engages in principal transactions, it intends to comply with Section 206(3) of the Advisers Act. The Company, prior to the execution of each principal transaction must: (i) inform the Client, orally and in writing, of the capacity in which the Company may act with respect to such transaction; and (ii) obtain consent from the Client, orally and in writing, to act as principal for its own account with respect to such transaction.⁸⁴ Notification to the Client must be provided and consent must be obtained separately for each principal transaction. The Company cannot obtain a blanket consent for all principal transactions. The Company must send a written confirmation at or before completion of each such principal transaction that includes a conspicuous, plain English statement informing the Client that the Company: (i) disclosed to the Client prior to the execution of the transaction that the Company may be acting in a principal capacity in connection with the transaction and the Client authorized the transaction; (ii) sold the security to, or bought the security from, the Client for its own account; (iii) a description of the securities purchased or sold; (iv) the identity of the person on the other side of the transaction; (v) the terms and date of the purchase or sale transaction, including the price at which the transaction was effected; (vi) a statement as to why the transaction was consistent with the investment objectives and policies of the Client; and (vii) a description of the method used by the Company to determine the “current market price” (as defined below) for the securities in question.

Please see below in Section IV.G.2.i. “Policy for Agency Cross Transactions” of this Manual, additional policies covering principal transactions.

2. Agency Cross Transactions

An “agency cross transaction” is where an investment adviser pre-arranges a transaction to purchase or sale securities between two or more different funds or client accounts, typically via a “cross trade”, each of which is managed by the same investment adviser. The definition in Rule 206(3)-2(b) of the Advisers Act states that an agency cross transaction for an advisory client shall mean a transaction in which a person acts as an investment adviser in relation to a transaction in which such investment adviser, or any person controlling, controlled by, or under common control with such investment adviser, acts as broker for both such advisory clients and for another person on the other side of the transaction. Generally, there is no broker-dealer commission involved. However, for regulatory purposes, any pre-arranged trade between two or more managed client accounts of the investment adviser would likely be considered a cross trade, whether or not done through a broker-dealer. For example, selling securities from one advisory account to a broker with the understanding that another advisory account would later purchase them from the broker would likely be deemed a pre-arranged cross trade.

⁸⁴ Policy: Pre-clearance – principal trades [T12]

PRIVATE AND CONFIDENTIAL

In certain situations, it may be advantageous to advisory clients if the investment adviser effects a transaction between two funds or accounts managed by it. By crossing the transactions internally between advisory client accounts (i.e., by instructing the custodian to have one client account purchase the securities directly from another advisory client account), the investment adviser can save both accounts the brokerage commissions or “mark-up/mark-downs” that would be charged in a transaction effected on the open market and avoid counterparty risk. In addition, the participating client accounts usually save on market impact cost (i.e., adverse movements in market price which directly results from the accounts’ transactions and must be borne by the accounts) as well as avoid counterparty risk. Finally, other related cost such as custody expenses and transfer taxes may also be saved.

The SEC has confirmed that where an investment adviser does not directly or indirectly receive commissions or transaction-based compensation from the trade, the adviser will not be considered “acting as a broker” for purposes of Section 206(3) of the Advisers Act and compliance with Section 206(3) is not required.⁸⁵ However, were a cross trade involves a client account or fund that the investment adviser (or its owners, employees or affiliates) controls, the SEC would generally deem it to be a “principal transaction” subject to Section 206(3). Please see herein above Section IV.G.1. of this Manual for more information on principal transactions.

i. Policy for Agency Cross Transaction

It is the Company’s policy to only engage in principal transactions (causing an advisory Client account to buy or sell securities from a Company principal account) or agency cross transactions (causing an advisory Client account to buy or sell securities from or to another advisory Client account) when the principal transaction or agency cross transaction is in the interests of, and consistent with the investment objectives and policies of, both accounts involved in such transactions. If a principal transaction or agency cross transaction is considered, it is the Company’s policy to effect all such transactions in an equitable and fair manner for all Client accounts involved.

It is the Company’s policy that principal transactions or agency cross transactions shall be a purchase or sale, for no consideration other than cash payment against prompt delivery of a security for which market quotations are readily available and that such transaction shall be effected at the “current market price” (as defined below) of the security in question.

⁸⁵ See Investment Advisers Act Release No. 1732 (July 17, 1998).

PRIVATE AND CONFIDENTIAL

It is the Company’s policy that no direct or indirect brokerage commission, transaction-based compensation, fee, or other remuneration shall be paid in connection with any principal transaction or agency cross transaction between Client accounts. An Employee may not cause one Client account to sell a security to another Client account in a principal or agency cross transaction if any Employee or other affiliate of the Company will receive any compensation from any source for acting as broker.

It is the Company’s policy that Employees of the Company may not engage in principal or agency cross transactions between a personal account (including the account of a family member) and any Client account.

It is the Company’s policy that principal or agency cross transactions shall not be used to correct compliance breaches or trading errors.

Client accounts that are subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) are prohibited from engaging in principal or agency cross transactions. Funds that are registered under the 1940 Act are prohibited from engaging in principal transactions.

The Company must send to each Client that engage in principal or agency cross transactions, no less frequently than annually, written disclosure containing a list of all such transactions that were executed in the Client’s account(s).

3. Fund Affiliated Transactions – 1940 Act Rules

This section describes policies and procedures that require approval by the Trust Board to affect transactions with affiliates of the Funds. The 1940 Act prohibits investment companies (e.g., the Funds) from entering into certain transactions with affiliates (“first-tier affiliates”) and affiliates of affiliates (“second-tier affiliates”), and in certain cases, affiliates of the Fund’s distributor. These prohibitions are designed to prevent insiders from using a Fund to benefit themselves to the detriment of the Fund and its shareholders.

The CCO or designee is responsible for implementing and monitoring these policies and procedures, including complying with and reporting all affiliated transactions in accordance with Trust Policies.

As defined in Section 2(a)(3) of the 1940 Act, an “affiliated person” of another person (a natural person or company) means:

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Any person directly or indirectly owning, controlling or holding with power to vote 5% or more of the outstanding voting securities of such other person.

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Any person in which such other person directly or indirectly owns, controls or holds with power to vote 5% or more of the outstanding voting securities.

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Any person directly or indirectly controlling, controlled by, or under common control with, such other person.

PRIVATE AND CONFIDENTIAL

○ “Control” is defined in Section 2(a)(9) of the 1940 Act to mean the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with the company. Direct or indirect ownership of more than 25% of a company’s voting securities is presumed to constitute control while direct or indirect ownership of 25% or less of a company’s voting securities is presumed not to constitute control.

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Any officer, director, partner, copartner or employee of such other person.

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If such other person is an investment company, any investment advisor or member of an advisory board of the investment company.

The CCO or designee is responsible for maintaining a log of affiliated parties of the Company and its Clients, which shall be reviewed quarterly and updated, when appropriate.

i. Rule 17a-7 of the 1940 Act – Fund Cross Transactions

The Company has adopted and implemented the following procedures, in conjunction with the Trust Policies, to ensure that purchase and sale of securities among the Funds, or between any affiliated series portfolios thereof, are in compliance with Rule 17a-7 of the 1940 Act.

Under certain circumstances, a cross transaction between a Fund and one or more Clients of the Company, which is not otherwise affiliated with the Fund, may not be subject to Section 17(a) of the 1940 Act, because that provision only applies to affiliates, or affiliates of affiliates, of a Fund. For example, a Fund may participate in an internal cross transaction (or “cross trade”) with another Fund or Client of the Company that is affiliated solely by virtue of having the same adviser (e.g., the Company). Therefore, such transactions could be effected in certain circumstances without reliance on Rule 17a-7. However, in light of the Company’s fiduciary duties to the Funds, any transaction in which an advisory Client of the Company is acting as principal on the other side from the Funds or any series portfolio of the Trust will be subject to Section 17(a) of the 1940 Act and must be effected in accordance with these procedures. For example, principle accounts of the Company or Client accounts beneficially owned by affiliated persons of the Company (including Client accounts of which such affiliated persons own more than 5%) is subject to Section 17(a) of the 1940 Act and may not be eligible.

Purchases or sales of securities may be made between any of the Funds only in compliance with the following conditions:

● The transaction shall be a purchase or sale, for no consideration other than cash payment against prompt delivery of a security for which market quotations are readily available, except that:

○ Securities, payments in kind or other consideration, as permitted from time to time by (a) amendment to Rule 17a-7, (b) any relevant no-action position taken by the staff of the SEC, or (c) any exemptive relief granted by the SEC obtained by, or on behalf of, the Trust (for example, the consideration may be in whole or in part portfolio securities of the seller delivered to the other party in connection with a redemption of interests in the seller by a shareholder of the seller and the acquisition of interests by such shareholder in the other party); and

PRIVATE AND CONFIDENTIAL

○ If the security is a municipal fixed income security, market quotations need not be readily available if a price supplied by the independent pricing service may be used pursuant to these procedures;

● The transaction shall be effected at the “current market price” of the security in question. For purposes of these procedures the “current market price” shall be:

○ If the security is a “NMS Stock” as that term is defined in Rule 600 of Regulation NMS under the Exchange Act⁸⁶, the last sale price with respect to such security reported in the consolidated transaction reporting system (“consolidated system”) or the average of the highest current independent bid and lowest current independent offer for such security (reported pursuant to Rule 602 of Regulation NMS under the Exchange Act) if there are no reported transactions in the consolidated system that day; or

○ If the security is not a reported security (i.e., a NMS Stock), and the principal market for such a security is an exchange, then the last sale on such exchange or the average of the highest current independent bid and lowest current independent offer on such exchange if there are no reported transactions on such exchange that day; or

○ If the security is not a reported security (i.e., a NMS Stock) and is quoted in the NASDAQ System, then the average of the highest current independent bid and lowest current independent offer reported on Level 1 of NASDAQ; or

○ For all other securities, the average of the highest current independent bid and lowest current independent offer determined on the basis of reasonable inquiry. “Reasonable Inquiry” for this purpose shall mean contact with at least two (2) broker-dealers requesting independent bids and offers;

●

The transaction shall be consistent with the policies of the Fund and, if the affiliate account in question is also a registered investment company, its policies, in each case as recited in the Fund’s or such other registered investment company’s registration statement reports filed under the 1940 Act (i.e., prospectus and statement of additional information);

● No brokerage commission, fee (except for customary transfer fees), or other remuneration shall be paid in connection with the transaction; and

● Each transaction will be reviewed and approved on a quarterly basis by the Trust Board, including a majority of the independent trustees, after the following information is provided by the CCO to the Trust CCO: (i) a description of the securities purchased or sold; (ii) the identity of the person on the other side of the transaction; (iii) the terms and date of the purchase or sale transaction; (iv) a statement as to why the transaction was consistent with the policy of the Fund; and (v) a description of the method used by the Company to determine the “current market price” for the securities in question. (a sample of the Rule 17a-7 Transactions Report is attached hereto of this Manual as Form E)

⁸⁶

A “NMS stock” is any NMS security other than an option. A “NMS security” means any security or class of securities for which transaction reports are collected, processed, and made available pursuant to an effective transaction reporting plan, or an effective national market system plan for reporting transactions in listed options.

PRIVATE AND CONFIDENTIAL

Pursuant to Rule17a7 of the 1940 Act, a copy of these procedures shall be maintained and preserved permanently in an easily accessible place. Additionally, the Company shall maintain and preserve for six (6) years from the end of the fiscal year in which any such transactions occurred (the first two (2) years in an easily accessible place) the quarterly Rule 17a-7 reports and certifications provided to the Trust Board and the following information pursuant to Rule17a-7: (i) a description of each security purchased or sold; (ii) the identity of the person(s) on the other side of the transaction; (iii) the terms and date of the purchase or sale transaction, including the price at which the transaction was effected; and (iv) a description of the method used by the Company to determine the “current market price” (as defined above) for the securities in question., including, where applicable, any inquiry conducted pursuant to the procedures for Rule17a-7 above, and the information or materials upon which the determinations described in the procedures for Rule17a-7 were made.

ii. Rule 10f-3 of the 1940 Act – Affiliated Underwriter

Pursuant to Rule 10f-3 of the 1940 Act, the Company has incorporated and adopted the following procedures, in conjunction with the Trust Policies, to govern the purchase of securities for the Funds in an underwriting in which any affiliated person of the Funds or any affiliated person of such person is an underwriter (an “Affiliated Underwriter”)⁸⁷. The CCO shall maintain a list of Affiliated Underwriters with respect to the Funds.

Section 10(f) of the 1940 Act specifies that no investment company may purchase or otherwise acquire, during the existence of any underwriting, or selling syndicate, any security a principal underwriter of which is an officer, director, member of an advisory board, investment advisor or employee of such investment company (i.e., Affiliated Underwriter). Rule 10f-3 under the 1940 Act permits an investment company to purchase securities that would otherwise be prohibited by Section 10(f) under the following circumstances:

All purchases of securities subject to these procedures shall satisfy the following conditions:

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The securities to be purchased must be: (i) part of an issue offered to the public and registered under the Securities Act; (ii) “municipal securities” as such term is defined in Section 3(a)(29) of the Exchange Act; (iii) securities sold in an “Eligible Foreign Offering” as such term is defined in Rule 10f-3(a)(2) of the 1940 Act; and (iv) securities sold in an “Eligible Rule 144A Offering” as such term is defined under Rule 144A of the Securities Act and as further defined under Rule 10f-3(a)(4) of the 1940 Act.

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The securities must be purchased at not more than the public offering price and prior to the end of the first full business day after the issue is first offered to the public, except if the securities are being offered for subscription upon the exercise of rights, the day of purchase must be on or before the fourth day preceding the day on which the rights offered terminates.

⁸⁷

For purposes of these procedures, each series (i.e., Fund) of the Trust is deemed to be a separate investment company and under Rule 10f-3(b).

PRIVATE AND CONFIDENTIAL

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The securities must be part of an issue offered in a firm commitment underwriting (except as to securities purchased pursuant to a rights offering).

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The underwriting spread must be reasonable and fair compared to underwriting of similar securities during a comparable period of time. In determining which securities are similar, the Investment Committee shall consider yield, rating, degree of subordination, term of maturity, coupon, sector or industry and anticipated market acceptability. The comparison shall be made against at least three (3) similar issues during the three (3) month period preceding the date of purchase. If there were fewer than three (3) underwritten offerings of similar securities during that period, the Investment Committee shall extend the period of comparison by not more than one (1) year until at least three (3) such offerings are identified. In the absence of at least three (3) comparable offerings as specified above, the purchase may be made only with the approval of a majority of the Fund’s independent trustees, which may be given by means of a telephone conference. A record of such approval shall be maintained by the CCO and Trust CCO.

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In the case of securities other than “municipal securities”, the issuer of the securities to be purchased shall have been in continuous operation for not less than three (3) years, including the operations of any predecessors.

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In the case of “municipal securities,” such securities shall be sufficiently liquid such that they can be sold at or near their carrying value within a reasonably short period of time and either (i) are subject to no greater than moderate credit risk; or (ii) if the issuer of the municipal securities, or the entity supplying the revenues or other payments from which the issue is to be paid, has been in continuous operation for less than three years, including the operation of any predecessors, the securities are subject to a minimal or low amount of credit risk.

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Liquidity and credit risk determinations shall be made by the Investment Committee at the time of purchase and reported on a quarterly to the Trust Board. Liquidity will be evaluated, pursuant to the Company’s “Guidelines for Determining Whether Certain Portfolio Securities are Liquid” found in Section IV.O. of this Manual and in conjunction with the Trust Polices. Credit risk may be evaluated after consulting various ratings, reports, analyses, opinions and other assessments provided by third-parties, including nationally recognized statistical rating organizations (“NRSROs”). However, a single third-party source (such as an NRSRO) may not be the sole basis for a credit risk determination.

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With the exception of securities offered through an Eligible Rule 144A Offering, the amount of securities of any class of such issue purchased by a Fund, together with the amount purchased by all other Funds advised by the Company, shall not exceed 25% percent of the principal amount of the offering.

●

With respect to securities offered through an Eligible Rule 144A Offering, the amount of securities of any class of such issue purchased by a Fund, together with all the amount purchased by all other Funds advised by the Company, shall not exceed the principal amount of the offering of such class sold by underwriters or members of the selling syndicate to qualified institutional buyers, as defined in Rule 144A(a)(1), plus the principal amount of the offering of such class in any concurrent public offering.

PRIVATE AND CONFIDENTIAL

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The securities shall not be purchased directly or indirectly from an officer, director, member of an advisory board, the Company, any sub-advisor to the Funds, or an employee of the Fund or from a person of which any such officer, director, member of an advisory board, the Company, sub-advisor or Employee is an affiliated person. For this purpose, a purchase from a syndicate manager shall not be deemed a purchase from a specific underwriter member: (i) so long as that underwriter does not benefit directly or indirectly from the transaction or (ii) (with respect to municipal securities) so long as such purchases are not designated as group sales or otherwise allocated to the accounts of persons whom this paragraph prohibits purchases.

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If securities are purchased from a syndicate manager or co-manager, no Affiliated Underwriter of the Fund shall benefit directly or indirectly from the transaction.

The Company on behalf of the Funds shall report all transactions subject to these procedures on its Form N-SAR for the period during which the transactions occurred, and a written record of each such transaction, setting forth from whom the securities were acquired, the identity of the underwriting syndicate’s members, the terms of the transaction, and the information or materials upon which the Fund’s Trust Board determined that all purchases were made in compliance with these procedures and the procedures of the Fund’s policy relating to Rule 10f-3.

The CCO shall submit to the Trust CCO for each quarterly meeting of the Trust Board the information set forth in the schedule attached hereto of this Manual as Form D (the “Schedule”) for each transaction subject to these procedures effected during the preceding quarter and shall certify that each such transaction was effected in full compliance with the conditions set forth herein. The Trust Board, including a majority of the tndependent trustees, will determine, on the basis of the information supplied by the Company, whether the purchases effected during such quarterly period were made in compliance with these procedures and the procedures of the Fund’s policy relating to Rule 10f-3.

The CCO on behalf of the Funds shall maintain and preserve permanently in an easily accessible place a written copy of these procedures and all amendments hereto and shall maintain and preserve for a period of not less than six (6) years from the end of each series' fiscal year in which any transactions occurred, the first two (2) years in an easily accessible place, a written record of each transaction, setting forth the following information: (i) the name of the underwriter or dealer from whom the securities were purchased; (ii) the identity of the underwriting syndicate’s members; (iii) the terms of the transaction; and (iv) other information on which the determination of compliance was made.

Any information set forth above contained in the prospectus or offering circular for the offering need not be separately recorded. The information on which the determination of compliance was made and relevant information from the prospectus or offering circular will be maintained as part of the record (i.e., the Schedule). To the extent the full copy of the prospectus or offering circular is available on-line in the SEC Edgar database; it will not be separately maintained in house.

PRIVATE AND CONFIDENTIAL

iii. Rule 12d3-1 of the 1940 Act

Section 12(d)(3) of the 1940 Act (“Section 12(d)(3)”) and Rule 12d3-1 thereunder (“Rule 12d3-1”) place restrictions on the Funds’ ability to purchase securities of companies that engage in “securities related activities,” including: (i) broker-dealers; (ii) underwriter of securities; and (iii) investment advisors. Under Rule 12d3-1, the Funds are permitted to purchase securities of companies conducting securities related activities under the following conditions:

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The company whose security is being purchased derives 15% or less of its gross revenues from these “securities-related activities,” or

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If the company derives more than 15% or its gross revenues from these “securities-related activities”:

○ immediately after the acquisition of any equity security, the Fund owns not more than 5% of the outstanding securities of that class of the issuer’s equity securities;

○ immediately after the acquisition of any debt security, the Fund owns less than 10% of the outstanding principal amount of the issuer’s debt securities, and

○ immediately after acquisition, the Fund has invested not more than 5% of its total assets in securities (whether equity or debt) of the issuer.

Such an investment generally is not permitted if the issuer is affiliated with a Fund or if the security being purchased is a general partnership interest.

Any purchases by a Fund of securities of financial services companies should comply with the foregoing guidelines. The Investment Committee is responsible for monitoring a Fund’s investments in certain financial services companies and ensuring compliance with the foregoing guidelines.

4. Compliance Procedures⁸⁸

With respect to principal transactions, the CCO must obtain from the Client executed written revocable consent prospectively authorizing the Company directly or indirectly to act as principal for its own account in selling any security to or purchasing any security from the Client. The CCO, prior to the execution of each principal transaction must: (i) inform the Client, orally or in writing, of the capacity in which the Company may act with respect to such transaction; and (ii) obtain consent from the Client, orally or in writing, to act as principal for its own account with respect to such transaction. Notification to the Client must be provided and consent must be obtained separately for each principal transaction. The Company cannot obtain a blanket consent for all principal transactions. In addition, a Cross Trade Form shall be prepared (attached hereto of this Manual as Form E), prior to the execution of any principal transactions, setting forth the reasons why the transaction is suitable for each Client involved (e.g., differences in invested positions, investment objectives, risk tolerances, tax situations, etc.). The form shall be reviewed and signed by the CCO or designee. The CCO must send a written confirmation at completion (post execution) of each such principal transaction that includes a conspicuous, plain English statement informing the Client that the Company: (i) disclosed to the Client prior to the execution of the principal transaction that the Company may be acting in a principal capacity in connection with such transaction and the Client authorized such transaction; (ii) sold the security to, or bought the security from, the Client for its own account; and (iii) a signed executed copy of the Cross Trade Form. All communication with the Client and copies of the Cross-Trade Form shall be maintained and preserved for six (6) years from the end of the fiscal year in which any such transactions occurred (the first two (2) years in an easily accessible place. All principal transactions must be immediately escalated to the Client’s administrator by the CCO or designee. It is the responsibility of the CCO to ensure that all principal transaction procedures are followed.

⁸⁸ Policy: Pre-clearance – cross trades [T12]

PRIVATE AND CONFIDENTIAL

With respect to agency cross transactions, prior to the execution of an agency cross transaction, a Cross Trade Form shall be prepared (attached hereto as of this Manual as Form E), setting forth the reasons why the transaction is suitable for each Client involved (e.g., differences in invested positions, investment objectives, risk tolerances, tax situations, etc.). The form shall be reviewed and signed by the CCO or designee and copies shall be maintained and preserved for six (6) years from the end of the fiscal year in which any such transactions occurred (the first two (2) years in an easily accessible place by the CCO. Agency cross transactions between Clients must be immediately escalated to the Client’s administrator and if applicable the Trust CCO by the CCO. It is the responsibility of the CCO to ensure that all agency cross transaction procedures are followed. Furthermore, with respect to the Funds, the CCO shall ensure compliance with Rule 17a-7 and compliance with Trust Policies. In connection with the quarterly report to the Trust Board, the CCO shall present any transaction subject to Rule 17a-7 for review and approval by the Trust Board, including a majority of the independent trustees after the following information is provided: (i) a description of the securities purchased or sold; (ii) the identity of the person on the other side of the transaction; (iii) the terms and date of the purchase or sale transaction; (iv) a statement as to why the transaction was consistent with the policy of the Fund; and (v) a description of the method used by the Company to determine the “current market price” for the securities in question.

Blue River reviews principal transactions and agency cross transactions during the performance of quarterly compliance testing and such transaction instances are discussed between Blue River and the CCO to ensure these procedures were followed and that the Client’s administrator was immediately informed of any such transactions.

H. Short Selling and Rule 105

Short Selling

General

Regulation SHO under the Exchange Act (“Regulation SHO”) as well as Rules 10b-21 and 14e-4 under the Exchange Act are designed to prevent manipulative short selling practices. The Company’s Authorized Traders should be careful to effect sales in a manner that is not designed to manipulate the price of the security. For example, short sales should not intentionally be used to drive down the price of a security.

PRIVATE AND CONFIDENTIAL

The Portfolio Manager(s) shall at all times monitor a Client’s short positions and collateral set aside to cover such short positions in order to comply with the policies set forth in the Client’s governing documents, these procedures and the regulatory requirements applicable to such short sale activities, including margin requirements under Regulation T (12 CFR §220 – Code of Federal Reserve Board’s Regulation), Section 18 of the 1940 Act, margin requirements of any stock exchange or quotation system, and the Client’s general liquidity requirements and redemption obligations to its shareholders. Additionally, the Portfolio Manager(s) shall monitor a Client’s short positions to ensure compliance with Rule 105 of Regulation M – short selling in connection with a public offering.

ii. Fund Liquidity of Securities Sold Short

With respect to securities sold short, the Portfolio Manager(s) shall monitor on an ongoing basis, in light of a Fund’s redemption obligations to its shareholders and obligations to the Fund’s creditors, the liquidity and availability of the securities underlying the Fund’s short positions in light of the following factors: (i) the percentage of the Fund’s assets committed to short positions and/or other obligations to the Fund; (ii) the percentage of the issuer’s securities shorted by the Fund and, to the Portfolio Manager’s knowledge, shorted by others; and (iii) the Fund’s cash inflows (including through purchase of Fund’s shares) and outflows (including through redemptions). The Portfolio Manager(s) shall monitor the liquidity of the Fund’s securities in light of the percentage of the Fund’s assets representing short positions seeking to minimize the percentage of net assets invested in illiquid securities as the Fund approaches its upper percentage limits on short selling and, in any event, not invest more than 15% of a Fund’s net assets in illiquid securities. Please see below in Section IV.O. of this Manual for more information regarding the Company’s policies and procedures in reference to “Liquidity”, in addition please see Section IV.P. of this Manual for more information regarding the Company’s policies and procedures in reference to Leverage and Segregation.

iii. Fund Short Sale Coverage

To the extent the Company should conduct in short sale transactions, on behalf of the Funds, the Portfolio Manager(s), including the CCO shall ensure that the Fund maintains a segregated account on the books of the Fund’s custodian containing assets (not otherwise unencumbered and liquid and marked to market daily, such as cash or liquid securities) equal in value of the obligations; or “covers” its obligation by holding the same instrument underlying such position (i.e., a short position in a future could be “covered” by owning the currency underlying the futures contract). Segregated securities shall not be sold while the position they are covering is outstanding, unless they are replaced with similar securities. The collateral deposited in a segregated account with the Fund’s custodian for the benefit of a prime broker is conducted under a special custody agreement (sometimes referred to as a tri-party or pledge agreement) between the Fund’s custodian, the prime broker and Fund and shall at all times meet the requirements of Regulation T and any securities exchange or quotation system requirements. To the extent the Company, on behalf of the Funds, does not segregate liquid assets or otherwise collateralize or cover its obligations under such transactions, such transactions will be treated as senior securities representing indebtedness for purposes of the requirement (Section 18 of the 1940 Act) that the Fund have an asset coverage of at least 300%. The Portfolio Manager(s), including the CCO will be responsible for ensuring compliance with these procedures. The Company must maintain records that can demonstrate any future obligations created by the use of short sales and/or any other forms of leverage instruments are sufficiently “covered.” Please see below in Section IV.O. of this Manual for more information regarding the Company’s policies and procedures in reference to “Liquidity”, in addition please see Section IV.P. of this Manual for more information regarding the Company’s policies and procedures in reference to Leverage and Segregation.

PRIVATE AND CONFIDENTIAL

iv. Marking Orders

Under Regulation SHO, all orders must be marked either “short” or “long.” For purposes of this Manual, a short sale is defined as any sale of a security that the seller does not own or any sale that is consummated by the delivery of a security borrowed by or for the account of the seller. A sale is long if the seller is considered to own the security being sold according to the regulation and (i) the security to be delivered is in the physical possession or control of the broker or (ii) it is reasonably expected that the security will be in the physical possession of the broker or dealer no later than the settlement date of the transaction.

The Company’s Authorized Traders must be careful to mark orders appropriately in the OMS. The Company compares its inventory to its OMS on a on a daily basis to ensure that it is not marking orders incorrectly. If the Company discovers that an order was marked incorrectly, the Company will at that time re-label the security.

v. Locate Requirement

Regulation SHO requires the Company to make an affirmative determination as to whether it has a source from which it can borrow securities to deliver in order to settle a short sale. The Company’s OMS automatically determines upon the entry of an order for a short sale whether the appropriate amount of shares can be located from the Company’s prime brokers’ easy to borrow lists. If the appropriate amount of shares cannot be located on an easy to borrow list, the Company’s Authorized Traders will contact the prime broker’s stock loan department to locate hard to borrow securities. Any short sale for which the Company cannot locate shares to deliver will not be sent to the market for execution.⁸⁹

vi. Alternative Uptick Rule

Rule 201 of Regulation SHO (the “Alternative Uptick Rule”) imposes a short sale-related circuit breaker that, if triggered, will impose a restriction on the prices at which securities may be sold short. Specifically, the rule prohibits the execution or display of a short sale order at or below the national best bid in a “covered security” for the remainder of the day and the following trading day if the price of the covered security declines 10% or more from the prior day’s closing price.

⁸⁹ Policy: Short Sales – compliance review on locate [T32]

PRIVATE AND CONFIDENTIAL

The Alternative Uptick Rule applies to “covered securities,” which are defined as NMS securities. As such, the Alternative Uptick Rule generally applies to all equity securities (other than options), listed on a national securities exchange, whether traded on an exchange or in the OTC market.

The market center where the covered security is listed will be responsible for determining when a 10% decline occurs and for notifying the appropriate securities information processor for the covered security of the decline. The broker will then be responsible for disseminating to other markets and market participants that the Alternative Uptick Rule is in effect with respect to the covered security. In addition, the Company monitors the covered securities’ pricing and attempts to make an independent determination as best it can whether a 10% decline has occurred or is likely to occur. If the Company determines that a 10% decline has occurred or is likely to occur, it will notify its traders that the Alternative Uptick Rule is or is likely to be in effect with respect to the covered security.

vii. Abusive Naked Short Selling

Rule 10b-21 under the Exchange Act provides that it will be a manipulative or deceptive device or contrivance under Section 10(b) of the Exchange Act for any person to deceive a broker-dealer, a participant in a registered clearing agency or purchaser about their intention or ability to deliver securities in time for settlement and then fail to deliver such securities on or before the settlement date.

viii. Short Tender Rule

Rule 14e-4 under the Exchange Act is generally designed to preclude persons from tendering more shares than they own in order to avoid or reduce the risk of pro-rata acceptance in a partial tender offer. A person may tender shares into a partial tender offer only if both at the time of tender and at the end of any proration period the person has a “net long position” in the subject security or equivalent security equal to or greater than the amount tendered into the partial tender offer. Under Rule 14e-4, a person’s “net long position” in a subject security equals the excess, if any, of such person’s long position in the subject security (which includes shares owned, as well as convertible securities or options that have been converted or exercised) over such person’s short position in the subject security (which includes shares sold, shares borrowed, shares underlying short non-standardized calls and shares underlying in-the-money calls written after the announcement of the tender offer; and does not include swaps). The calculation of the net long position must be done both at the time of tender and at the end of the proration period, or period during which securities are accepted by lot, including any extension thereof.

PRIVATE AND CONFIDENTIAL

Rule 105

i.	General

Rule 105 of Regulation M provides that in connection with an offering of equity securities for cash on a firm commitment basis pursuant to a registration statement or a notification on Form 1-A or Form 1-E, it is unlawful for any person to (i) sell short a security that is the subject of the offering and (ii) purchase the offered securities from an underwriter or broker or dealer participating in the offering if such short sale was effected during the period that is the shorter of: (1) the period beginning five business days before the pricing of the offered securities and ending with such pricing; or (2) the period beginning with the initial filing of the registration statement or notification on Form 1-A or Form 1-E and ending with the pricing, (the “Rule 105 Restricted Period”).

ii.

Bona Fide Purchase Exception

Rule 105(b)(1) does, however, permit a restricted period short seller to purchase offered securities if the short seller makes a bona fide purchase of the same security no later than the business day before the day of pricing. To take advantage of the bona fide purchase exception, the short seller must purchase a quantity of shares at least equal to the quantity sold short during the Rule 105 restricted period. Moreover, the bona fide purchase must be made during regular trading hours and reported to an “effective transaction reporting plan” (which basically means that the purchase was transacted through a national securities exchange or association). The purchase must occur, as noted above, no later than the business day prior to the day of pricing. Finally, the bona fide purchase exception is not available to persons effecting short sales within the 30 minutes prior to the close of regular trading hours on the business day prior to the day of pricing.

Whether a purchase of a security sold short during the Rule 105 restricted period is bona fide depends on the facts and circumstances surrounding the transaction. Therefore, making use of the bona fide purchase exemption requires specific approval from the CCO.⁹⁰

iii.

Compliance Procedures

The Company may not, for itself or on behalf of a Client, participate or commit to participate in a public offering prior to confirming against the Company’s trading records that the Company has not sold short the equity security that is subject to the offering within the Rule 105 restricted period. Before committing to an allocation in a secondary or follow-on offering, pre-clearance from the CCO is required, which will confirm that the Company’s participation in the offering would not violate Rule 105, including by reviewing the trading records across all Clients for any short sales or long sales in the subject security or any related security.⁹¹ Please contact the CCO with any questions regarding whether the Company can participate in a public offering.

⁹⁰

Policy: Pre-clearance – Rule 105 bona fide purchases during restricted period [T33, T34]

⁹¹

Policy: Pre-clearance – firm participation in a public offering [T33]

PRIVATE AND CONFIDENTIAL

Private Placements and Restricted Securities⁹²

General

The Company may invest in certain privately placed or restricted securities that are subject to restrictions under the Securities Act. Below is a list of the relevant exemptions on which the Company may rely in connection with purchasing and selling private securities. In connection with making any purchases or sales of private securities, the Company may be required to submit or obtain qualifying documentation, including an opinion of counsel.

506(b) of Regulation D

Section 4 of the Securities Act and rules promulgated thereunder permit an issuer to offer securities without a public registration statement on file with the SEC as long as the issuer meets certain exemption criteria, which generally include that: (i) the offering is private and does not involve a general solicitation or advertising to market the securities, and (ii) the securities are sold to accredited investors (as defined in Section 501(a) under the Securities Act) and up to 35 unaccredited investors.

The Company may purchase private securities for its Clients under this exemption. In addition, the Company may sell any private securities on behalf of its Clients based on substantially similar criteria.

Rule 144A

Many companies issue “Rule 144A securities,” – i.e., securities issued in reliance on Rule 144A under the Securities Act. Rule 144A is a safe harbor that permits unlimited private re-sales of certain unregistered securities as long as the transaction meets certain exemption criteria, including: (i) the offering is private and does not involve a general solicitation or advertising to market the securities, and (ii) the purchaser of the securities is a qualified institutional buyer (“QIB”).

The Company may buy and sell private securities pursuant to the Rule 144A safe harbor. In connection with any purchase by the Company, each Client that participates in the transaction must individually qualify as a QIB.⁹³

Regulation S

The Company may acquire securities that were issued pursuant to Regulation S under the Securities Act. Regulation S generally provides that the registration requirements of the Securities Act do not apply to sales or re-sales of securities that comply with the following provisions: (i) the offer or sale is made in an offshore transaction, – i.e., the offer is not made to a person in the United States and the buyer is outside the United States; and (ii) no directed selling efforts are made by the seller or its agents in the United States.

⁹²

Policy: Recordkeeping - Account qualifications [T1]

⁹³

The term “qualified institutional buyer” is defined in Rule 144A(a)(1) [17 CFR 230.144A(a)(1)] of the Securities Act of 1933, as amended, and includes specified institutions that, in the aggregate, own and invest on a discretionary basis at least $100 million in securities of issuers that are not affiliated with such institutions. Banks and other specified financial institutions must also have a net worth of at least $25 million. A registered broker - dealer qualifies as a QIB if it, in the aggregate, owns and invests on a discretionary basis at least $10 million in securities of issuers that are not affiliated with the broker-dealer.

PRIVATE AND CONFIDENTIAL

Rule 144

Rule 144 of the Securities Act provides an exemption from registration of a public sale of private securities based on certain criteria, including whether the seller is an affiliate or non-affiliate of the issuer and whether the securities being sold relate to a reporting company or non-reporting company. Based on these criteria, the owner of private securities will be permitted to sell the securities in the public markets subject to certain holding requirements, volume limitations and filings requirements. Assuming that the seller is not an affiliate of the issuer, then the seller may sell such private securities in the public markets according to the following: (i) seller must hold the private securities for six (6) months; (ii) after six (6) months, but before one (1) year, sales are permitted as long as the issuer is a public reporting company and current on its filings, and (iii) after one (1) year, unlimited sales are permitted regardless of whether the issuer is public and/or current on its filings.

Compliance Procedures

The CCO should be notified of any anticipated purchase or sale of a private security by a Client account to ensure that the relative criteria are met to with respect to the applicable exemption being utilized.⁹⁴

Ownership of Registered Investment Company Shares

The Fund’s may invest in shares of other investment companies (each, an “Underlying Fund”), including open-end funds, closed-end funds, unit investment trusts (“UITs”) and exchange-traded funds (“ETFs”) to the extent permitted by Section 12(d)(1) of the 1940 Act and Trusts Policies. Generally, under the 1940 Act and SEC rules adopted pursuant to the 1940 Act, each registered investment company’s acquisition of the securities of affiliated and unaffiliated funds is subject to the following guidelines and restrictions:

●

A registered investment company may own an unlimited amount of the securities of any registered open-end fund or registered unit investment trust that is affiliated with the registered investment company, so long as any such Underlying Fund has a policy that prohibits it from acquiring any securities of registered open-end funds or registered unit investment trusts in reliance on certain sections of the 1940 Act.

●

A registered investment company and its “affiliated persons” may own up to 3% of the outstanding stock of any Underlying Fund, subject to the following restrictions: (i) the registered investment company and the Underlying Fund, in the aggregate, may not charge a sales load greater than the limits set forth in Rule 2830(d)(3) of the Conduct Rules of FINRA applicable to funds of funds; (ii) the Underlying Fund is not obligated to redeem more than 1% of its total outstanding securities during any period less than 30 days; and (iii) the purchase or acquisition of the Underlying Fund is made pursuant to an arrangement with the Underlying Fund or its principal underwriter whereby a registered investment company is obligated either to (a) seek instructions from its shareholders with regard to the voting of all proxies with respect to the Underlying Fund and to vote in accordance with such instructions, or (b) to vote the shares of the Underlying Fund held by the Fund in the same proportion as the vote of all other shareholders of the Underlying Fund.

⁹⁴

Policy: Pre-clearance – purchase/sale of a private security [T1, T29]

PRIVATE AND CONFIDENTIAL

Compliance Procedures

The CCO or designee shall ensure the Company is in compliance with Section 12(d)(1) of the 1940 Act. The RSRM Committee and the CCO will periodically monitor the ownership percentages of all Funds that acquire voting securities of Underlying Funds to ensure compliance with the 3% limitation⁹⁵ and Section 12(d)(1) of the 1940 Act and other SEC rules adopted pursuant to the 1940 Act. The Portfolio Managers or Authorized Traders should contact the CCO prior to placing any order that would exceed this limitation in any Fund.⁹⁶

K. Participation in Initial Public Offerings – FINRA Rules 5130 and 5131

General

The Company may from time to time purchase new issue securities in public offerings made through member firms of FINRA for its Client accounts. FINRA member firms are not permitted to sell certain new issues (“Restricted New Issues”) to client accounts in which certain persons have a significant beneficial interest that are involved in the securities industry or to “Restricted Persons” or “Covered Persons.” Such as persons include, but are not limited to, individuals employed by the securities industry, or officers and directors of public companies, certain private companies and companies that are current, recent or prospective investment banking clients of the underwriter participating in the new issue.

Separately Managed Accounts

The restriction above may limit a Separate Account of a Restricted Person or Covered Person from participating in Restricted New Issues in which the Company may invests. In order to enable a Separate Account to participate in Restricted New Issues, the Company will require each Separate Account to provide information to enable the Company to determine whether the beneficial owners of the Separate Account are Restricted Persons or Covered Persons.

FINRA rules permit Restricted Persons that are involved in the securities industry to have, in the aggregate, up to a 10% participation in Restricted New Issues without exceeding the de minimis threshold in FINRA Rule 5130, while Covered Persons may have up to 25% participation in Restricted New Issues without exceeding the de minimis threshold in FINRA Rule 5131. If the beneficial ownership of the Separate Account by Restricted Persons or Covered Person exceeds a de minimis threshold, the Company will limit the ability of Restricted Persons and Covered Persons to participate in the profits from New Issues, which may include allocating such excess amount pro rata among other Clients of the Company who are not Restricted Persons or Covered Persons.

⁹⁵

Policy: RIC shares – quarterly position review [T30]

⁹⁶

Policy – Pre-clearance – exceeding RIC % limit [T31]

PRIVATE AND CONFIDENTIAL

Compliance Procedures

The CCO or designee will ensure that Separate Accounts with Restricted Persons or Covered Persons exceeding the de minimis threshold for Restricted Persons are limited in their ability to participate in Restricted New Issues.⁹⁷ Additionally, the Advisory Contract for each Separate Account managed by the Company contain representations to identify any person who is considered a Restricted Person or Covered Person.⁹⁸ The Company will send annual requests to all Separate Account to reconfirm their status as Restricted Persons or Covered Persons.⁹⁹ Lastly, the CCO or designee will monitor the ownership percentages of Restricted Persons and Covered Persons in each Separate Account to ensure compliance with the limitations discussed above.

L. Valuation¹⁰⁰

This section is designed to provide the policy and procedures for the valuation of securities held by Client accounts. The fair value of investments made by each Client shall be established by the Company in accordance with the policy and procedures described herein.

This Valuation Policy is based on Financial Accounting Standards Codification 820 (“ASC 820”) and other industry standards. This policy is periodically reviewed and updated for compliance with regulatory changes, General Accepted Accounting Principles, inclusion of new asset classes, investment and business considerations, and as market conditions require.

Definition of Value

The Company utilizes “Fair Value” as defined in ASC 820 (previously Statement of Financial Accounting Standards No. 157- Fair Value Measurements (“SFAS 157”)). ASC 820 states that Fair Value is, “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” The transaction to sell an asset or transfer a liability is a hypothetical transaction at the measurement date, considered from the perspective of a market participant. Fair Value focuses on the price that would be received to sell the asset or paid to transfer the liability (i.e., an “exit” price), not the price that would be paid to acquire the asset or received to assume the liability (i.e., an “entry” price).

Data Inputs for the Valuation Process

ASC 820 stresses the importance of maximizing the use of “observable” versus “unobservable” inputs in markets which are active or markets where there has not been a significant decrease in the volume and frequency of transactions. Observable inputs are defined as information typically available to all market participants, and are obtained from sources independent of the reporting entity. Observable inputs consist of data reported by a market, or data that is derived from market information or transactions. Unobservable inputs are defined as data used in a valuation that reflect the reporting entity’s own assumptions. However, these assumptions should be consistent, to the greatest extent reasonable, with the assumptions market participants would use in pricing an asset or liability, and should be developed based on the best information available under the circumstances.

⁹⁷

Policy: IPO’s – FINRA 5130/5131 compliance [T19, T20, T21, T22, T39]

⁹⁸

Policy: Investor qualification - FINRA 5130/5131 [T19, T20, T39]

⁹⁹

Policy: Investor Distributions - FINRA 5130/5131 (annual) [I12]

¹⁰⁰

Policy: Recordkeeping – fair valuations [T24, T25]

PRIVATE AND CONFIDENTIAL

To clarify observable versus unobservable inputs and to increase consistency and comparability in Fair Value measurements, ASC 820 establishes a Fair Value hierarchy (the “Fair Value Hierarchy”) that prioritizes valuation inputs into three levels.

Level I

Due to the nature of investments made by the Company, on behalf of its Clients, most of the Client’s portfolio of investments will fall within Level I. Level I inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company and/or its Client have the ability to access at the valuation date. As defined in ASC 820, an active market (“Active Markets”) for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. The Company does not adjust the quoted price for these instruments, even in situations where the Company holds a large position and a sale could reasonably impact the quoted price.

The following data inputs would be used to establish fair value:

Investment Type – Securities that are primarily traded on a national or foreign securities exchange.

Valuation Input – Valued at the last quoted sale price, on the exchange on which they are principally traded, on the business day as of which such value is being determined or, if there has been no sale on that exchange on such day, the last quoted sale on the other exchanges shall be used. If there was no sale on the valuation date but published bid and asked prices are available, the valuation shall be the mean between the most recent bid and asked prices on such day. Notwithstanding the foregoing, securities listed on the NASDAQ Stock Market will be priced at the NASDAQ official closing price (“NOCP”). If the NOCP is not available, such securities shall be valued at the last sale price on the NASDAQ Stock Market on the day of valuation or, if there has been no sale on such day, at the mean between the bid and asked prices on the day of valuation.

Where a security is traded on more than one exchange or on an exchange as well as over-the- counter (“OTC”), the exchange representing the principal market for such security shall be used for valuation purposes. The FOBO Committee will determine what market represents that on which the security is principally traded. For securities traded in the OTC market in which no last sales price is available, the valuation shall be the average of the last bid prices obtained from two or more dealers on such day, unless there is only one dealer, in which case that dealer’s last bid price shall be used.

Investment Type – Securities that are convertible into or otherwise will become publicly traded (e.g., through subsequent registration or expiration of a restriction on trading).

PRIVATE AND CONFIDENTIAL

Valuation Input – Valued at the market value of the publicly traded security less a discount. The discount will initially be equal in amount to the discount negotiated at the time an agreement is reached on price with the issuer. To the extent that such securities are convertible or otherwise become publicly traded within a time frame that may be reasonably determined, FOBO Committee may determine an amortization schedule for the discount in accordance with a methodology approved by the Principals.

ii.

Level II

Level II inputs are inputs other than quoted prices included within Level I inputs that are observable for the assets or liabilities, either directly or indirectly (i.e., direct correlation). Level II inputs include the following:

●

Quoted prices for similar assets or liabilities in active markets;

●

Quoted prices for identical or similar assets or liabilities in markets that are not active;

●

Inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, implied volatilities, credit spreads, etc.); and

●

Other market-corroborated inputs.

Due to the nature of investments made by the Company, on behalf of its Clients, most of the Client’s portfolio of investments will not fall within Level II. To the extent that any investments do fall within Level II, the following data inputs would be used to establish the fair value:

Investment Type – Securities that are publicly traded or quoted, but which are subject to a condition or restriction that prohibits or limits trading or where the relevant trading market is unusually illiquid or limited (i.e., not active).

Valuation Input – Valued as specified in Level I, less a discount established by the FOBO Committee to reflect the diminution in value attributable to the trading limitations or illiquidity. In establishing the applicable discount consideration will be given to several factors, which may include, among others, discounts charged by intermediaries to purchase similar restricted securities in prior circumstances, the length of any period in which sales are prohibited, the estimated length of the period required for a complete liquidation of the securities, the volatility of trading price of the security and the existence or absence of any market or intermediary to acquire similarly restricted securities.

Investment Type – Securities for which a bona fide contract with a third party has been executed providing for the merger or sale of the company or substantially all of its assets or the issuance and sale of additional equity securities to the third party and such contract has been substantially performed so that there is no material risk of the transaction failing to close upon the terms of the contract.

Valuation Input – The equity value implied by the contract, less any discount established by the FOBO Committee to reflect the risk that the full value will not be realized. In establishing the applicable discount, the FOBO Committee should consider any requirement in the contract for holdback, escrow of proceeds, indemnities, post-closing adjustments or other applicable factors.

PRIVATE AND CONFIDENTIAL

iii.

Level III

According to ASC 820 “Level III inputs are unobservable inputs, allowing for situations in which there is little, if any, market activity for the asset at the measurement date. These unobservable inputs shall reflect the reporting entity’s own assumptions about the assumptions that market participants would use pricing the asset (including assumptions about risk).” Due to the nature of investments made by the Company, on behalf of its Clients, none of the Client’s portfolio of investments will fall within Level III. However, to the extent that any investments do fall within Level III, the FOBO Committee will use a variety of different valuation methods as applicable to the investment. These will be based on the type of security, the assets owned, where it is in its life cycle, cash flows, market practices, etc. which may include any of the following generally accepted valuation methodologies:

Market Approach – Under the market approach, the FOBO Committee typically uses the enterprise value methodology to determine the fair value of an investment. Enterprise value is generally best expressed as a range of values, from which a single estimate of enterprise value will be derived. There is no one methodology to estimate enterprise value and, in fact, for any one portfolio company, enterprise value is generally best expressed as a range of values, from which the FOBO Committee derives a single estimate of enterprise value. In estimating the enterprise value, various factors consistent with industry practice will be used, including, but not limited to, original transaction multiples, the portfolio company’s historical and projected financial results, applicable market trading and comparable transactions, applicable market yields and leverage levels, the nature and realizable value of any collateral, the markets in which the portfolio company does business, and comparisons of financial ratios of peer companies that are public. Typically, the enterprise value of private companies is based on multiples earnings before interest, income taxes, depreciation and amortization (“EBITDA”), cash flows, net income, revenues, or in limited cases, book value.

Additionally, under the market approach indications of value are estimated utilizing pricing data from comparable publicly traded companies (i.e., comparable company method) or the merger and acquisitions of similar target companies or assets (i.e., comparable transaction method). Consideration should be given to both multiples derived using historical and forward financial and operating metrics applied to the subject company metrics to derive a fair value indication. Comparable company or comparable transaction data for similar companies or assets, may include, but will not necessarily be limited to, the following: (i) multiples of EBITDA; (ii) multiples of cash flow, net income, dividends, revenue or in limited cases, book value; or (iii) multiples of plant capacity or throughput.

In selecting benchmark companies (or transactions) and the corresponding multiples, consideration of the comparability between the public firms and the subject company in the following areas is essential: (i) nature of the business; (iii) geography; (iii) size; (iii) operating history and growth opportunities; and (v) operating and financial leverage and risk.

PRIVATE AND CONFIDENTIAL

Income Approach – Under the income approach, the FOBO Committee will typically value investments using discounted cash flow models based on projections of the future free cash flows (or earnings) of the portfolio company. In determining the fair value under the income approach, various factors are considered, including, but not limited to, the portfolio company’s projected financial results, applicable market trading and comparables transactions, applicable market yields and leverage levels, the markets in which the portfolio company does business, and comparisons of financial ratios of peer companies that are public. Projected cash flows are estimated and discounted at a risk adjusted rate of return that accounts for the expectations of market participants. In estimating the discount rate, consideration should be given to the subject company’s stage of development and the timing and riskiness of the projected cash flows.

Yield Approach – Under the yield approach, the FOBO Committee will typically value investments using discounted cash flow models to determine the present value of the future cash flow streams of the company’s debt investments, based on future interest and principal payments as set forth in the associated loan agreements. In determining fair value under the yield approach, various factors are also considered, including, but not limited to, applicable market yields and leverage levels, credit quality, prepayment penalties, estimated remaining life, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and changes in the interest rate environment and the credit markets that generally may affect the price at which similar investments may be made. The remaining life of debt investments is estimated to generally be the legal maturity date of the instrument. If information is available that the loan is expected to be repaid in the near term, such expected repayment date will be used to estimate remaining life.

Net Asset Approach – The Net Asset Approach indicates the fair value of a business by adjusting the asset and liability balances on the subject company’s balance sheet to their fair value equivalents.

a. General Principles in Applying Level III Valuation Inputs

If the valuation analysis indicates that the existing valuation for a security of an issuer should be increased or decreased and if such change would be meaningful to both the investment and the Client, then, the valuation of the security will be increased based on an appropriate assessment of the valuation methodologies deemed to be most meaningful by the FOBO Committee for the type of company being valued. In cases in which multiple methodologies could be relevant, the FOBO Committee will reconcile several valuations methods based upon the FOBO Committee’s assessment of their applicability to the individual security.

Data will be collected from the investment team along with the company to provide the most up to date information regarding the company, the industry, the market and other benchmarking data points. The valuation will be based on actual positive and negative events, not upon expected accomplishments and performance.

b. Consistency in Application of Valuation Methodology

Regardless of the valuation methodology used, once used, it should continue to be used until a new methodology will provide a better approximation of the investment’s Fair Value. It is expected that there would not be frequent changes in valuation methodology; however, all recommended changes in valuation methodology are required to be documented and discussed with at least the Principals and CCO prior to submitting such recommendations for approval.

PRIVATE AND CONFIDENTIAL

Compliance Procedures

Review of Valuation Methodology

For each security valued by Level III fair value determinations, the FOBO Committee shall monitor the continuing appropriateness of the valuation methodology used with respect to the security. In the event the FOBO Committee believes that the valuation methodology no longer produces a fair value of the security, the FOBO Committee shall promptly notify the Principals and CCO and determine an appropriate valuation methodology. All reviews of valuation methodologies will be done, as appropriate, by the FOBO Committee during scheduled FOBO Committee meetings.

ii.

Quarterly FOBO Committee Reporting.

The FOBO Committee shall maintain records of the following information:

●

Copies of minutes or memoranda of the FOBO Committee meeting(s) (and corresponding back-testing) during the previous quarter that include information about the methodologies used in Level III fair valuation determinations including the determinations made by the FOBO Committee regarding the appropriateness of the methodologies;

●

A list of any securities as to which Level III fair value determinations were made by the FOBO Committee during the quarter, including all securities that continue to be valued using any valuation methodology previously applied, and any changes in valuation methodologies;

●

For Level III securities sold during the period, a comparison of the fair value determinations as to the securities at the time of the sales and the sale price for positions sold;

●

Any price overrides currently authorized by the FOBO Committee; and

●

A list of all illiquid securities and restricted securities (including Rule 144A Securities) held by the Client’s and the percentage of the Client’s portfolio represented by illiquid securities and restricted securities.

iii.

Reviewing and Testing Valuation

Valuations will be reviewed on at least an annual basis by an independent certified public accountant as part of a Fund’s audit process. Additionally, the Company will maintain work papers or other documentation demonstrating the process for determining the appropriate valuation for any securities that are Level III fair valued.

The FOBO Committee will review regularly the appropriateness and accuracy of the methods used in fair valuing securities by “Back-Testing”. The purpose of back-testing is to identify any significant bias in the fair value procedures and evaluate the reasonableness of methodologies used. The testing permits the FOBO Committee to assess the operation of particular valuation methodologies in specific situations and over time, so that those methodologies can be adjusted going forward as needed in light of changing conditions or experience. It is important to understand that the primary goal of testing is not to assess the accuracy of the valuation. By definition, fair value prices are good faith estimates of a security’s value. The FOBO Committee will have focused attention on developing appropriate processes for making informed valuation decisions and on following those processes consistently and in good faith.

PRIVATE AND CONFIDENTIAL

100

●

Testing Actual Trades – This procedure compares the prices used in any actual trades of a security against the fair value that the Client used for that security. If the actual trade occurred at a price that is significantly different than the fair value price, the trade typically is brought to the attention of valuation personnel or the FOBO Committee. If this occurs in a meaningful number of instances, the FOBO Committee may wish to consider reviewing and modifying the procedures by which fair value prices are set.

●

Testing Fair Values Against Subsequent Market Prices – This procedure compares fair values against the last market prices and next available market prices, such as the next-day opening price for foreign securities. This type of test can show whether the fair values used by the FOBO Committee were generally closer to the subsequent market prices, both in terms of the direction and magnitude of the change from the previous market price. This type of procedure should recognize that in most cases a security’s next market price will not represent its earlier fair value. Nevertheless, that market price may be the most contemporaneous price available, and as such may provide some help as the FOBO Committee reviews the appropriateness and accuracy of its valuation methodologies.

Proxy Voting Policy

1.	General

As a fiduciary, an investment adviser with proxy voting authority has a duty to monitor corporate events and to vote proxies, as well as a duty to cast votes in the best interest of clients and not subrogate client interests to its own interests. Rule 206(4)-6 under the Advisers Act (the “Proxy Voting Rule”) places specific requirements on registered investment advisers with proxy voting authority. To meet the obligations under this rule, the Company has adopted and implemented policies and procedures (“Proxy Voting Policy”) reasonably designed to ensure the Company votes proxies in the best interest of its Clients and address how it will resolve any conflict of interest that may arise when voting proxies. Additionally, the Company will: (i) maintain certain records required to be maintained by the Proxy Voting Rule relating to all voted proxies; (ii) disclose its proxy voting policies and procedures to Clients and upon request providing Clients with a copy of it; and (iii) inform Clients as to how they can obtain information from the Company as to how their securities were voted.

PRIVATE AND CONFIDENTIAL

101

The Company shall vote proxies solicited by or with respect to the issuers of securities in which assets of a Client portfolio are invested, unless: (i) the Client is subject to ERISA and the Advisory Contract between the Company and the Client expressly precludes the voting of proxies by the Company; (ii) the Client is not subject to ERISA and the Client otherwise instructs the Company; or (iii) the Company has responsibility for proxy voting and, in the Company’s judgment, the cost or disadvantages of voting the proxy would exceed the anticipated benefit to the Client. If the Client does not grant direct voting authority to the Company, Clients will not receive information about their proxies from the Company. Instead, Clients will be instructed to receive proxies from their custodian, transfer agent or other third-party service providers such as their proxy service provider.

Primary Consideration in Voting

When the Company votes a Client’s proxy with respect to a specific issuer, a Client’s economic interest as a shareholder of that issuer is the Company’s primary consideration in determining how proxies should be voted. The Company will not consider interests of the Company, other stakeholders of the issuer or interests the Client may have in other capacities. The Company shall vote proxies with the goal of maximizing the value of the securities in Client portfolios.

Engagement of Service Provider

The Company may engage one or more independent third-party proxy advisory firms (“Proxy Firm”) to (i) make recommendations to the Company of proxy voting policies for adoption by the Company; (ii) perform research and make recommendations to the Company as to particular shareholder votes being solicited; (iii) perform the administrative tasks of receiving proxies and proxy statements, marking proxies as instructed by the Company and delivering those proxies; (iv) retain proxy voting records and information; and (v) report to the Company on its activities. In no circumstances shall a Proxy Firm have the authority to vote proxies except in accordance with standing or specific instructions given to it by the Company. The Company shall retain final authority and fiduciary responsibility for the voting of proxies.

Review of Proxy Firm – Compliance Procedure

To ensure compliance, the Company will follow the steps below in evaluating the Proxy Firm’s compliance:

●

Sampling Pre-Populated Votes: Should the Company utilizes the Proxy Firm for either voting recommendations or voting execution (or both), it should assess “pre-populated” votes shown on the Proxy Firm’s electronic voting platform before such votes are cast, such as through periodic sampling of the Proxy Firm’s pre-populated votes.

●

Consideration of Additional Information: Should the Company utilizes the Proxy Firm for voting recommendations, it should consider policies and procedures that provide for consideration of additional information that may become available regarding a particular proposal. This additional information may include an issuer’s or a shareholder proponent’s subsequently filed additional definitive proxy materials or other information conveyed by an issuer or shareholder proponent to the Company that would reasonably be expected to affect the Company’s voting determination.

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●

Higher Degree of Analysis: Should the Company utilizes the Proxy Firm for either voting recommendations or voting execution (or both), with respect to matters where the Company’s Proxy Voting Guidelines do not address how it should vote on a particular matter, or where the matter is highly contested or controversial, it should consider whether a higher degree of analysis may be necessary or appropriate to assess whether any votes it casts on behalf of its Client are cast in the Client’s best interest. This may include, for example, major acquisitions involving takeovers or contested director elections where a shareholder has proposed its own slate of directors.

For more information regarding the ongoing review of utilizing Proxy Firms, please review the SEC’s Guidance Regarding Proxy Voting Responsibilities of Investment Advisers, Release No. IA-5325 (August 21 ,2019) at https://www.sec.gov/rules/interp/2019/ia-5325.pdf

Proxy Voting Guidelines

The Company’s proxy voting guidelines are both principles-based and rules-based. The Company adheres to a core set of principles that are described in this Proxy Voting Policy and assesses each proxy proposal in light of these principles. The Company’s proxy voting “litmus test” will always be what it views as most likely to maximize long-term shareholder value. The Company believes that the authority and accountability for setting and executing corporate policies, goals and compensation generally should rest with the board of directors and senior management. In return, the Company supports strong investor rights that allow shareholders to hold directors and management accountable if they fail to act in the best interests of shareholders.

Generally, the Company votes proposals in accordance with these guidelines but, consistent with its “principles-based” approach to proxy voting, the Company may deviate from the guidelines if warranted by the specific facts and circumstances of the situation (i.e., if, under the circumstances, the Company believes that deviating from its stated policy is necessary to help maximize long-term shareholder value). In addition, these guidelines are not intended to address all issues that may appear on all proxy ballots. The Company will evaluate on a case-by-case basis any proposal not specifically addressed by these guidelines, whether submitted by management or shareholders, always keeping in mind the Company’s fiduciary duty to make voting decisions that, by maximizing long-term shareholder value, are in the Clients’ best interests.

The proxy voting guidelines provide that the Company will generally vote for or against various proxy proposals, usually based upon certain specified criteria. As an example, the guidelines provide that the Company will generally vote in favor of proposals to:

●

Repeal existing classified boards and elect directors on an annual basis;

●

Adopt a written majority voting or withhold policy (in situations in which a company has not previously adopted such a policy);

●

Lower supermajority shareholder vote requirements for charter and bylaw amendments;

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●

Lower supermajority shareholder vote requirements for mergers and other business combinations;

●

Increase common share authorizations for a stock split;

●

Implement a reverse stock split;

●

Approve an ESOP (employee stock ownership plan) or other broad-based employee stock purchase or ownership plan, or increase authorized shares for existing plans; and

●

Adopt certain social and environmental issues regarding discrimination, disclosures of environmental impact, animal treatment and corporate sustainability, when appropriate.

The proxy voting guidelines also provide that the Company will generally vote against proposals to:

●

Elect director nominees that sit on more than six public company boards, or, if the nominee is a CEO, more than three public company boards;

●

Classify the board of directors;

●

Require that poison pill plans be submitted for shareholder ratification;

●

Adopt dual class exchange offers or dual class recapitalizations;

●

Require a supermajority shareholder vote to approve mergers and other significant business combinations;

●

Require a supermajority shareholder vote to approve charter and bylaw amendments; and

●

Adopt certain social and environmental proposals deemed unwarranted by the company’s board of directors.

In certain circumstances, the guidelines provide that proxy proposals will be addressed on a case-by-case basis, including those regarding executive and director compensation plans, mergers and acquisitions, ratification of poison pill plans, a change in the company’s state of incorporation and an increase in authorized common stock.

The Company may vote proxies contrary to the recommendations of the Proxy Firm if it determines that such action is in the best interest of a Client. In exercising its discretion, the Company may take into account a wide array of factors relating to the matter under consideration, the nature of the proposal and the company involved. As a result, the Company may vote in one manner in the case of one company and in a different manner in the case of another where, for example, the past history of the company, the character and integrity of its management, the role of outside directors, and the company’s record of producing performance for investors justifies a high degree of confidence in the company and the effect of the proposal on the value of the investment. Similarly, poor past performance, uncertainties about management and future directions, and other factors may lead the Company to conclude that particular proposals present unacceptable investment risks and should not be supported. In addition, the Company also evaluates proposals in context. For example, a particular proposal may be acceptable standing alone, but objectionable when part of an existing or proposed package. Special circumstances may also justify casting different votes for different Clients with respect to the same proxy vote.

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Conflicts of Interest

Conflicts of interest involved in a proxy vote shall be addressed though the following three-step process:

Identification of all potential conflicts of interest

The Company will be deemed to have a potential conflict of interest when voting proxies if:

●

The Company manages assets for that issuer or an affiliate of the issuer and also recommends that its other Clients invest in such issuer’s securities;

●

A director, trustee, officer or 10% shareholder of the issuer or an affiliate of the issuer is a director of a Client, a Client or an employee of the Company;

●

The Company is actively soliciting that issuer or an affiliate of the issuer as a Client;

●

Clients who sponsor, publicly support or have material interest in a proposal upon which the Company will be eligible to vote;

●

The Company manages a pension plan, employee benefit plans, or provides brokerage, underwriting, insurance, or banking services to an issuer whose management is soliciting proxies;

●

The Company or an affiliate has a substantial business relationship (separate from the Company’s investment strategy) with an issuer or a proponent of a proxy proposal and this business relationship may influence how the proxy vote is cast;

●

The Company or an affiliate has a business relationship (separate from the Company’s investment strategy) or personal relationship with participants in a proxy contest, corporate directors or candidates for directorships;

●

An officer or Employee of the Company or an affiliate may have a familial relationship to an issuer (e.g. a spouse or other relative who serves as a director of an issuer);

●

A director or executive officer of the issuer has a personal relationship with the Company;

●

Another relationship or interest of the Company, or an Employee of the Company, exists that may be affected by the outcome of the proxy vote and that the Company deems to be an actual or potential conflict for the purposes of this Proxy Voting Policy; or

●

Any other conflict of which the Company becomes aware.

Each Employee who is a member of the investment team that recommends votes or serves on the Investment Committee shall, on at least an annual basis, provide to the CCO a list of any public companies with or in which he or she has a relationship or could otherwise be deemed to have a conflict. Each such Employee shall also certify to the Company at least annually that he or she agrees to update such list promptly upon becoming aware of any relationship, interest or conflict other than what he or she originally disclosed.

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ii.

Determination of material conflicts

The SEC has not provided any specific guidance as to how an investment adviser should analyze or determine whether a conflict is “material” for purposes of proxy voting. Thus, traditional analysis of questions of materiality under the federal securities laws should be used.

When the Company encounters a potential conflict of interest, it shall review its proposed vote using the following analysis to ensure its voting decision does not generate a conflict of interest:

●

If the proposed vote is consistent with the Company’s Proxy Voting Policy, no further review is necessary.

●

If the proposed vote is contrary to the Company’s Proxy Voting Policy and the Client’s position on the proposal, no further review is necessary.

●

If the proposed vote is contrary to the Company’s Proxy Voting Policy or is not covered herein, is consistent with the Client’s position, and is also consistent with the views of the Proxy Firm, no further review is necessary.

●

If the proposed vote is contrary to the Company’s Proxy Voting Policy or is not covered herein, is consistent with the Client’s position and is contrary to the views of the Proxy Firm, the vote will be presented to the CCO. The CCO will determine whether the proposed vote is reasonable. If the CCO cannot determine that the proposed vote is reasonable, the CCO may refer the votes back to the Client(s) or take other actions as the CCO deems appropriate. The CCO’s review will be documented using a Proxy Voting Conflict of Interest Form, which is attached hereto as Form G.

iii.

Establishment of procedures to address material conflicts

If a material conflict of interest with respect to a particular vote is encountered, contact the CCO to determine how to vote the proxy consistent with the best interests of a Client and in a manner not affected by any conflicts of interest.¹⁰¹

Recordkeeping

Pursuant to Rule 204-2, the Company shall retain the following five (5) types of records relating to proxy voting: (i) proxy voting policy and procedures; (ii) proxy statements received for Client securities; (iii) records of votes cast on behalf of Clients; (iv) written Client requests for proxy voting information and written Company responses to any Client request (whether oral or written) for proxy voting information; and (v) any documents prepared by the Company that were material to making a proxy voting decision or that memorialized the basis for the decision. All of the proxy voting records referenced herein above shall be maintained by the CCO for a period of not less than seven (7) years from the end of the Company’s fiscal year during which the last entry was made in the records, the first two (2) years in an appropriate office of the Company.¹⁰²

¹⁰¹

Policy: Employee Reporting – Proxy conflict [T27]

¹⁰²

Policy: Recordkeeping – Proxy votes [T26]

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Policy Statement and Requests

The Company shall make a summary of this Proxy Voting Policy available to Clients on at least an annual basis. Such summary will be contained in the Company’s Form ADV Brochure. The Company shall also make the entire Proxy Voting Policy and the Company’s proxy voting records with respect to a Client’s account available to that Client or its representatives for review and discussion upon the Client’s request or as may be required by applicable law. The Company generally will not disclose publicly its past votes, share amounts voted or held or how it intends to vote on behalf of a Client account except as required by applicable law, but may disclose such information to a Client who itself may decide or may be required to make public such information. Upon a request from a person other than a Client for information on the Company’s proxy voting, Company personnel are prohibited from disclosing such information unless otherwise directed to do so by a Client, in which case Company personnel shall direct the requesting party to the CCO who will handle the request.

Questions related to this Proxy Voting Policy, the proxy voting process and/or information regarding how the Company voted proxies relating to a Client’s portfolio of securities may be obtained by Clients, free of charge, by contacting the CCO at (713) 243-3225 or cstpaul@chiltoncapital.com.¹⁰³

Trade Errors

General

The Company must exercise prudence in making and implementing investment decisions on behalf of Client accounts. Trade errors may occur either in the investment decision-making process (e.g., a purchase of a security or an amount of security that violates a Client’s investment restrictions) or in the trading process (e.g., a buy order executed as a sell, the purchase or sale of a security other than what was intended, or trading an incorrect quantity of securities). Internal or clerical mistakes that affect the investment or trading process and have a financial impact to a Client will also be treated as trade errors. A trade error (“Trade Error”) will generally be defined as a transaction that is executed in a manner that was not intentional and results in a corrective action being taken. Any mistakes that do not affect the investment decision-making or trading process, or cause a violation of a Client’s investment policies or restrictions, and do not cause gain or loss to the Client, will not be treated as Trade Errors.

The Company attempts to minimize Trade Errors by promptly reconciling trade confirmations or transaction documentation with trade orders and/or written communication from the Investment Committee or Portfolio Manager(s) and intended orders, and, as appropriate, by reviewing past Trade Errors to understand the internal control breakdown, if any, that gave rise the errors. In the case of Trade Errors that involve a loss to a Client, the CCO shall consult with the Senior Management Team, Chief Investment Officer, Blue River, and outside legal counsel, as appropriate, regarding the circumstances of the Trade Error and the terms of the governing documents of the applicable Client(s) and whether the loss shall be attributed to the Client(s) or the Company.¹⁰⁴

¹⁰³	Policy: Proxy Voting – investor policy request [T28]

¹⁰⁴

For instance, if the conduct associated with the Trade Error would give rise to the indemnification under the Client’s governing documents, the loss associated with the Trade Error might rightfully be allocated to the Client.

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Possible Trade Errors

Below is a list of possible trade errors that may occur in the ordinary course of managing Clients’ accounts. The list is not meant to be exhaustive.

●

Purchase/sale of securities which an account is not permitted to own under applicable law (i.e., buying foreign securities for an account that is barred from owning such securities).

●

Purchase/sale of securities not permitted by the account’s investment objectives (i.e., buying start-up, private placement securities for an account whose investment objectives preclude such investments).

●

Purchase/sale of securities not permitted under the Advisory Contract (i.e., buying tobacco company securities when the Advisory Contract precludes such purchases).

●

Purchase/sale of wrong or unintended number of securities (i.e., buying 20,000 shares when intended to buy 2,000 shares).

●

Purchase/sale of wrong or unintended securities (i.e., buying Transcontinental Realty Investors, Inc., whose stock symbol was TCI, while intending to buy Tele-Communications, Inc., whose stock symbol was TCOMA).

●

Purchase/sale of securities for wrong or unintended account (i.e., buying shares for account X when the plan had been to buy the same shares for account Y).

●

Allocation of wrong or unintended number of securities (i.e., buying 20,000 shares and allocating 5,000 to each of five accounts).

Compliance Procedures

Identification of Trade Errors

Individuals identifying a Trade Error must report the error immediately to the CCO and the Senior Management Committee who will determine the cause and the party or parties responsible for the error.¹⁰⁵ Trade Errors must be corrected as soon after discovery as reasonably practicable, consistent with the orderly disposition (and/or acquisition, as applicable) of the securities in question. If it is determined that the error cannot be corrected prior to settlement or promptly thereafter, the approval of the Senior Management Committee to delay resolution of the error must be obtained.

¹⁰⁵

Policy: Employee Reporting – trade error [T38]

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In connection with the Fund, the Company has incorporated and adopted the following procedures, in conjunction with the Trust Policies:

●

If a Trade Error occurs, the Trust CCO and Trust co-administrator Mutual Fund Administration, LLC (“MFAC”) should be immediately notified.

●

If a Trade Error resulting in a loss to the Fund occurs, the responsible party should reimburse the Fund for Fund losses:

●

If a Trade Error results in a gain, the gain accrues to the benefit of the Fund in which the error was made.

ii.

Correcting Trade Errors

Below is a list of possible actions that may be taken to correct a trade error:

A Trade Error in one Client account may be corrected through a reallocation of the amounts of securities allocated to various Client accounts that is effected prior to settlement. Such reallocation or other transfer must represent a legitimate investment decision on behalf of each Client involved, and then only if the reallocation or other transfer is done without loss to the transferee Client.¹⁰⁶ Each Portfolio Manager must document that the final allocation represents a legitimate investment decision for each of the Clients involved. Regulatory restrictions may limit post-settlement adjustments through purchases and sales among certain types of accounts. In no event may such a post-settlement adjustment involve any account subject to ERISA.

In the case of a Trade Error caused by the Company that is discovered prior to the close of trading on the day after the trade date but prior to settlement, the Portfolio Manager may seek cancellation of the trade by the broker if it is documented (for example, by a printout from a trade screen or such other evidence as the CCO may require) that the price at which the trade was originally placed is not outside the spread quoted for the security at the time of cancellation. Any such error will be reported as a Trade Error notwithstanding cancellation of the trade.

Any trade order that is altered for the purpose of correcting a Trade Error by changing the trade date or time, the amount purchased or sold or the name of the security or the Client must be reviewed and approved by the CCO. All modifications or cancellations to an order after a trade order has been prepared must be noted on the order. If the record of the trade in question is system-generated, an appropriate audit trail reflecting any modification or cancellation of the trade must be created.

The Company will maintain all documentation to form an “audit trail” of a trade error to substantiate the course of action and keep the documentation in a trading error file. Such documentation may include account statements, trade confirmations, internal memoranda and reimbursement checks.

¹⁰⁶

A legitimate investment decision means a securities trade that is deemed to be made in the best interest of the Client. It must be an investment that the Company would have made regardless of whether the error had occurred. The Portfolio Manager’s initials on the trade ticket and the CCO’s initials on any documents will constitute evidence that the final allocation represents a legitimate investment.

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iii.

Trade Error Documentation

The person responsible for the error must provide details of the error by completing a “Trade Error Form” via the Compliance Portal or by completing the attached hereto as Form F, including the date the error occurred, the date of discovery, the reason for the error, the type of error and the corrective action taken.¹⁰⁷ The CCO will retain all documentation regarding trade errors.

iv.

Payment for Trade Errors

Broker-dealers may not be permitted to assume responsibility for Trade Error losses caused by the Company. Nor may there be any reciprocal arrangements with respect to the trade in question or any other trade to encourage the broker to assume responsibility for such losses. Except as may be set forth in the governing documents of the applicable Client and disclosed to investors, the Company will reimburse Fund for any loss where the Company is wholly at fault (subject to the CCO’s determination as to whether or not the Company’s conduct met the standard of care set forth in the governing documents (i.e., whether or not the Company’s conduct amounted to “gross negligence”)), and the Company will book the charges against their own operating expenses. The Portfolio Manager/trader should immediately contact the CCO in the event of an error.

In the case of a dispute between the Portfolio Manager/trader (as applicable) and the broker, in which the Portfolio Manager/trader believes in good faith that he or she was not responsible for the error and which can be adequately documented to demonstrate that a dispute in fact exists, the Portfolio Manager/trader may consent to the broker’s assuming responsibility for part or all of the error. Any disputed error that is resolved in this manner must be documented and a Trade Error Form must be completed in consultation with the CCO.

Trade Error Reviews

The CCO, in conjunction with Blue River, will, as appropriate, periodically review Trade Errors with the Portfolio Managers and traders involved and coordinate efforts to minimize and/or prevent Trade Errors prospectively. Reviews will focus on whether Client assets were used to fix a trade error (except as may be set forth in the governing documents of the Client and disclosed to investors); whether “harm” was caused to another Client to fix the error; and identify whether “special deals’ were made with brokers to fix trade errors.

Liquidity Procedures

General Policy

With respect to the Funds, the 1940 Act and regulations and interpretations of the SEC under that 1940 Act require open-end investment companies (e.g., the Funds) to limit investments in illiquid securities to no more than fifteen percent (15%) of an open-end investment company’s net asset value. Under current SEC guidance, the percentage of illiquid holdings of an open-end investment company is calculated at the time of each acquisition of an illiquid security. Therefore, an open-end investment company will not be in violation of this liquidity standard if illiquid securities constitute in excess of fifteen (15%) of an open-end investment company’s net asset value as a result of market movement, the re-designation of a liquid security as illiquid, or changes in the composition of an open-end investment company’s portfolio other than the purchase of further illiquid securities (i.e., the sale of liquid securities).

¹⁰⁷

Policy: Recordkeeping – trade error documentation [T38]

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However, the Company has adopted the policy, in conjunction with the Trust Policies that each of the Funds should seek to continuously maintain a portfolio that is comprised of at least eighty-five percent (85%) of its net assets in liquid securities (“Liquidity Standard”). As a result, if a Fund does not meet the Liquidity Standard because of a purchase of an illiquid security, the Portfolio Manager(s) shall immediately take such action as is necessary (including disposition of one or more illiquid securities) to cause the Fund to meet the Liquidity Standard. If at any point in time, a Fund does not meet the Liquidity Standard for any reason other than a purchase of an illiquid security, the Portfolio Manager(s) shall take such reasonable efforts to cause the Fund to meet the Liquidity Standard as soon as reasonably practicable, including notifying the Trust’s CCO.

Definitions

An “illiquid security” is defined as any security, instrument or other holding that cannot be sold, or disposed of, in the ordinary course of business within seven (7) calendar days (based on trade date, not settlement date) at approximately the price used in valuing the security for purposes of determining the Fund’s net asset value. The “approximate price” standard for determining liquidity does not preclude the notion that there may be some limited price erosion in liquidating large positions. A reasonable working limit of acceptable price erosion is a decline in the price of the security being sold, solely as a result of the volume of securities put out for sale by the Fund within the seven (7) day window, that in and of itself would not create a valuation error exceeding one-half of one percent (½ of 1%) of the Fund’s net assets. Of course, securities prices will fluctuate daily as a result of market conditions or news relating to the issuer. Price fluctuations caused by events other than the volume of securities put out for sale by the Fund within the seven (7) day window do not violate the “approximate price” standard.

Please see “Guidelines for Determining Liquidity” below for a further discussion of the factors and considerations that the Portfolio Manager(s) shall consider in assessing liquidity.

Compliance Procedure

The CCO is responsible for ensuring the Portfolio Manager(s) complies with the Company’s Liquidity Standard policy for each Fund managed by the Company. Furthermore, the CCO is responsible for ensuring that the Portfolio Manager(s) identifies and monitors the liquidity of securities held in each Fund’s portfolio of investment. As such, the Portfolio Manager(s) must continually monitor the liquidity of all positions contained in the Funds’ portfolios and promptly advise the Fund’s administrator of any acquisition of new illiquid securities or of changes in status of liquid positions. In determining liquidity, the Portfolio Manager(s) must apply the guidelines set forth below.

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Guidelines for Determining Liquidity

a. Standards for Determining Liquidity

Most registered securities, listed and regularly traded on a United States or major foreign securities exchange, are presumed to be liquid. However, securities listed on smaller foreign exchanges may be considered illiquid depending on the factors discussed below. Liquid securities may also become illiquid due to a variety of events or factors, including but not limited to, a reduction in trading volume for any reason, bankruptcy or other credit event impacting the issuer, trading halts, delistings or adverse news relating to the issuer.

(i)

Liquidity should be determined on a “going concern” basis that assumes a reasonably normal market. In determining whether a particular portfolio security can be sold within seven (7) calendar days at approximately the price at which it is currently valued, certain assumptions should typically be made:

●

The Fund is not engaging in a general liquidation of its assets and, therefore, has the normal trading flexibility in liquidating the particular security;

●

The Portfolio Manager(s) should assume a disposition in the ‘normal course of business” and therefore need not assume that it needs to liquidate the entire position; and

●

The security is being sold into reasonably normal markets. The Portfolio Manager(s) is not required to assume they must make an immediate disposition into abnormal markets (no “fire-sale”).

(ii)

Aggregating Positions Across Similarly Managed Accounts. If the Fund is managed substantially similarly to other Clients’ accounts managed by the Company, the Portfolio Manager(s) shall take into account the need for other similarly managed accounts to dispose of a security when assessing liquidity. If a Fund’s position would be handled differently from the positions in other discretionary accounts, the Fund’s position should be viewed in isolation. This determination shall be documented and reviewed periodically.

(iii)

Consider Trading Volumes. In determining liquidity, the Portfolio Manager(s) shall consider the size of the Fund’s position in a particular security relative to various measures of trading volume. In this regard, the Portfolio Manager(s) may consider: (a) the security’s average trading volume on the appropriate principal exchange for such security, and (b) the highest volume absorbed by the market within the recent past (“peak” volume). Position size can be large in relation to average trading volume and/or peak volume for various reasons e.g., the security is very thinly traded (so that even a small position can be relatively large in relation to trading volume), or the security has a relatively healthy average trading volume but the absolute position is large in relation to that volume.

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(iv)

Other Factors. Other factors that the Portfolio Manager(s) may take into consideration in determining the liquidity of a security are:

●

the presence of potential “large block” purchasers in the market place, which may not be reflected in the daily trading volume;

●

the “short” position in the particular security and whether the market overall is “short” in the particular security;

●

the historical market appetite for the security when large blocks have been exposed to the market;

●

the frequency of trades and quotes for the security;

●

the number of dealers that purchase or sell the security;

●

the number of dealers that have undertaken to make a market in the security;

●

the number of other potential purchasers (particularly relevant for 144A securities and municipal securities (discussed below);

●

the nature of the security and how trading is effected (e.g., the time needed to sell the security, how bids are solicited and the mechanics of transfer (particularly relevant for loans, as discussed below); and

●

With respect to municipal lease obligations and certificates of participation, is reasonable assurance that the obligation will remain liquid throughout the time the obligation is held (discussed further below).

b. Holdings Considered to be Illiquid

The following securities are considered to be illiquid. The Portfolio Manager(s) must promptly inform the Fund’s administrator if they purchase any such securities to ensure that the Fund is in compliance with the Liquidity Standard.

●

repurchase agreements with maturities over seven (7) days;

●

all privately negotiated debt securities, private placements and other securities to which legal restrictions on resale apply (other than Rule 144A securities and Section 4(2) commercial paper, which are discussed herein below in Subsection d.);

●

investment company securities that exceed one percent (1%) of the issuer’s outstanding shares (an issuer of investment company shares (including an ETF) is not obligated to redeem shares in an amount exceeding one percent (1%) of the issuer’s total shares outstanding for a period of less than thirty (30) days); and

●

unlisted foreign equity securities and securities denominated in foreign currencies that are subject to currency exchange or repatriation restrictions.

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c. Holdings Presumed to Be Illiquid

The following securities are presumed to be illiquid unless the Portfolio Manager(s) makes a specific determination that (i) the holding may be sold within seven (7) days at approximately the price at which it is valued in the Fund’s portfolio, (ii) they have a reasonable belief that the security is marketable and will not become unmarketable during the period it is expected to be held by the Fund, taking into account the securities trading volume, and (iii) if it is a security identified in subsection d below, it meets the criteria for liquidity taking into account the considerations set forth in that subsection:

●

Rule 144A securities;

●

Section 4(2) commercial paper;

●

all swap agreements and similar agreements which extend for more than seven (7) calendar days;

●

Interest only (“IOs”) and principal only (“POs”) mortgage backed securities;

●

Loans;

●

Non-exchange traded (i.e., OTC) option contracts; and

●

Municipal lease obligations.

Upon request by the Trust CCO or Trust Board, the CCO shall report the percentage of holdings in the Funds’ portfolios that have been classified as “liquid,” stating in such report that the Company has determined that sufficient liquidity continues to be present to support such classification, and the total percentage of all illiquid holdings.

d. Assessing the Liquidity of Certain Specific Types of Securities

(i)

Debt Securities. As a general rule, debt securities may not trade frequently and the Company may take a large position in a debt issue. The absence of trading in a specific bond issue held by a Fund over a short period of time does not, in and of itself, create a determination of illiquidity. The factors that the Portfolio Manager(s) shall take into account in making its initial determination and thereafter in monitoring the liquidity of each debt security include, but are not limited to:

●

the nature and credit of the issuer, the frequency in which it floats debt in the market and its historic success in bond offerings;

●

the structure and size of the debt issue and the size of the Company’s position in the issue;

●

the frequency of trades and quotes for the security or other similar securities;

●

the number of dealers that offer indications of interest in the security or in similar securities;

●

the number of other potential purchasers (particularly relevant in Rule 144A and municipal securities, see below);

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●

the characteristics of the security and how trading is effected (e.g., the time needed to sell the security, how bids are solicited and the mechanics of transfer, particularly relevant for loans, see below);

●

whether the security has been rated by a nationally recognized statistical rating organization (“NRSRO”); and

●

the period of time remaining until maturity of a debt instrument or until the principal amount of a demand instrument can be recovered through demand.

(ii)

Rule 144A Securities. All Rule 144A securities will be presumed to be illiquid, unless the Portfolio Manager(s) has made a specific determination, using the factors in these guidelines, that a specific Rule 144A security is liquid. With respect to the Funds, all determinations that Rule 144A securities are liquid must be presented to the Trust Board by the CCO and ratified. On a quarterly basis, the CCO shall report to the Trust Board concerning each Rule 144A security in Funds’ portfolios that are being classified as “liquid,” stating in such report that the Company has determined that sufficient liquidity continues to be present to support such classification.

In order for a Rule 144A security to be classified as liquid, the Portfolio Manager(s) must determine that such categorization is appropriate using these guidelines. Each determination shall be made on a security-by-security basis, and shall be based on the factors listed below. Once the Portfolio Manager(s) has classified a Rule 144A security as liquid, the Portfolio Manager(s) shall have ongoing day-to-day responsibility for ensuring that the analysis supporting the liquid status of such security continues to justify such classification.

The factors that the Portfolio Manager(s) shall take into account in making its initial determination and thereafter in monitoring the liquidity of the security and making subsequent quarterly reports to the Trust Board include, but are not limited to:

●

the frequency of trades and quotes for the Rule 144A security over the course of the last six (6) months or as otherwise reasonably determined by the Portfolio Manager(s);

●

the number of dealers willing to purchase or sell the Rule 144A security and the number of other potential purchasers over the course of the last six (6) months or as otherwise reasonably determined by the Portfolio Manager(s);

●

any dealer undertakings to make a market in the Rule 144A security;

●

the nature of the Rule 144A security and the nature of the market for the security (i.e., the time needed to dispose of the security, the method of soliciting offers, and the mechanics of transfer);

●

the availability of information about prospective purchasers (before selling a Rule 144A security owned by a Fund, the Portfolio Manager(s) would have to obtain sufficient information about a prospective purchaser to judge whether the purchaser is a qualified institutional buyer);

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●

prospects for the future demand for the Rule 144A security, due to restrictions on resale, the limited universe of potential purchasers, the depth of a trading market, the number of market-makers, or other factors; and

●

other factors, if any, which the Portfolio Manager(s) deems relevant to determining the existence of a trading market for such security.

(iii)

Section 4(2) Commercial Paper. The Portfolio Manager(s) shall consider the following factors in determining the liquidity of commercial paper:

●

with respect to interest bearing Section 4(2) commercial paper, it must not be traded flat or in default as to principal or interest;

●

the Section 4(2) commercial paper must be rated in one of the two highest rating categories by at least two NRSROs, or if only one NRSRO rates the security, by that NRSRO; or if the security is unrated, that the security is of equivalent quality in the opinion of the Portfolio Manager(s); and

●

there is a trading market for the 4(2) paper.

(iv)

IOs and POs. The Portfolio Manager(s) must take into account the potential for changes in mortgage prepayment rates and how that may affect the liquidity of the instrument. In addition, the Portfolio Manager(s) must ensure that the following requirements are met:

●

there is sufficient trading activity; and either

●

there are two (2) or more quotes available; or

●

there are two (2) or more dealers undertaking to make a market in the securities.

(v)

Loans. The Portfolio Manager(s) shall consider, on a case-by-case basis, the liquidity of the loan taking into account the following factors:

●

the unregistered nature of the Loan;

●

the legal limitations on the transferability or sale of a Loan, including any requirement to obtain the consent of the borrower and/or the loan agent prior to the Loan’s sale or assignment, the likelihood that such consent may not be obtained, and any other conditions precedent to the sale or assignment of a Loan;

●

frequency of trades or quotes for the Loan;

●

the number, quality and experience with the Loan market of dealers willing to purchase or sell the Loan and to undertake to make a market in the Loan, and the number of other potential buyers;

●

the trading markets for the Loan and the depth of such market;

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●

the strength of the borrower’s general credit (e.g., its debt, administrative, economic, and financial characteristics); and

●

the estimated length of settlement period for the Loan. If a Loan purchased by the Fund has a settlement period of longer than thirty (30) days or has not settled within thirty (30) days of purchase it shall be presumed illiquid. This presumption may be rebutted and the Loan may be deemed liquid upon a written recommendation by the CCO to the Fund’s administrator describing (i) the circumstances that caused the purchased Loan to settle beyond thirty (30) days and (ii) the basis for the Company’s opinion that these circumstances are not likely to arise in connection with a subsequent sale of such Loan and to the contrary, it can reasonably be expected to settle within thirty (30) days.

(vi)

Control Positions. In certain circumstances, a portfolio security that would normally be considered liquid may require a special liquidity analysis by the fact that the Company is deemed to be a control person or insider of the issuer.

Control/Insider Positions. If the Company or one of its Principals or affiliates is a director or other insider of an issuer, or directly or indirectly holds a voting interest in the issuer that, when aggregated with other positions held on a discretionary basis by the Company, is so large as that it constitutes an actual or de facto control position (i.e., the Company controls in excess of ten percent (10%) of the outstanding shares issued), the Company should consider whether, as a control person or an affiliate of a control person, it is subject to restrictions on sale (including blackout periods) such that the position should be considered illiquid.

(vii)

Thinly Traded Securities. For thinly traded securities in which the Fund has accumulated a large position relative to the average market volume, the Company may wish to distinguish between types of thin markets:

●

In assessing a thin market, the Portfolio Manager(s) may differentiate between a market that is “thin” because there is traditionally little activity in the security, and a market that is “thin” because there is little appetite for this security at this time. Obviously, if there is market appetite for a particular security making the position relatively easy to sell despite a typically thin market, then its historical trading averages are not as important as they otherwise would be.

●

In assessing a thin market, the Portfolio Manager(s) may also consider who owns the security and who is the market maker for the security.

●

The Portfolio Manager(s) may also consider other factors such as the depth of the market for other securities in the same industry sector.

(viii)

Municipal Lease obligations. In accordance with guidance issued by the SEC, municipal lease obligations may be considered liquid if, in addition to the general factors discussed above in connection with Rule 144A securities, the Portfolio Manager(s) determines that the obligation is likely to remain marketable throughout the time it is held by the Client.

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In making such determination the Portfolio Manager(s) shall consider the credit quality of the municipality and the importance to the municipality of the property covered by the lease. Other factors that shall be considered are:

●

Whether the lease can be cancelled;

●

Whether the assets represented by the lease can be sold;

●

The strength of the lessee’s general credit;

●

The likelihood that the municipality will discontinue appropriating funding for the leased property because the property is no longer deemed essential to the operations of the municipality;

●

The legal recourse in the event of a failure to appropriate.

Please also reference the Trust Policies for a more in-depth discussion of liquidity guidelines for the Funds. The Portfolio Manager(s) must continually monitor the liquidity of all positions contained in Funds’ portfolios and promptly advise the Funds’ administrator of any acquisition of new illiquid securities or of changes in status of liquid positions.

Leverage and Segregation

1.	Background

Section 18 of the 1940 Act, places limitations on the extent to which investment companies (both open-end and closed-end companies) may be leveraged, through Section 18’s general prohibitions against the creation of “senior securities”. Generally, as to open-end investment companies (e.g., the Funds), leverage may exist in two different forms. First, an open-end investment company, in compliance with Section 18, is permitted to borrow from a bank (“bank borrowing”). Bank borrowings are subject to certain limits as described below. Second, an open-end investment company may also effectively borrow by entering into obligations such as short sales that create indebtedness leverage (“non-bank borrowing”, also known as a “leveraged transaction”). Indebtedness leverage results from instruments that expose the open-end investment company to gains and losses that exceed the initial investment. As discussed below, non-bank borrowings are also subject to certain additional limits and also require “cover” through the use of asset segregation or earmarking at the custodian as described below.

Segregation or earmarking for non-bank borrowings should not be confused with margin or collateral which is required by broker-dealers who execute these non-bank borrowings on behalf of an open-end investment company. For example, if an open-end investment company purchases a futures contract, Section 18 and related interpretive materials require that assets be segregated or earmarked at the custodian, and the futures commission merchant may require collateral to be posted, generally by transferring assets into a separate account maintained in the name of the open-end investment company at the open-end investment company’s custodian. In addition, there are different rules about which types of securities may be used for Section 18 segregation, versus what the broker may accept for collateral, which itself may vary depending on the broker and the type of instrument the open-end investment company is purchasing. For example, Section 18 (as explained by various interpretive materials issued by the SEC) permits that cash or liquid securities be used for segregation whereas a broker may require exclusively cash for margin. (Please see above Section IV.O. of this Manual “Liquidity Procedures” for determining whether certain portfolio securities are liquid.)

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The Company is adopting these policies and procedures, in conjunction with the Trust Policies, on behalf the Funds (e.g., open-end investment companies) to assist the Company and its managed Funds in complying with the leverage and segregation requirements imposed under the 1940 Act. Use of segregated accounts or earmarking in custodial or Fund records will prevent creation of a senior security.

The CCO is responsible for the Company’s compliance with these policies and procedures. To ensure compliance with these policies, the Portfolio Manager(s) will monitor the Funds’ 300% Asset Coverage Test daily, as defined in Section 18 of the 1940 Act as well as perform, when applicable, a Total Segregation Calculation which establishes the required amount of securities necessary to be segregated to ensure compliance with the Section 18 under the 1940 Act. With respect to prime broker’s collateral requirements and margin maintenance requirements, the CCO, with the assistance of the Portfolio Manager(s), will ensure such requirements are met, kept and calculated daily, when applicable. Furthermore, the CCO, will ensure documentation of the monitoring of the Fund’s: Maximum Borrowing Potential (300% Asset Coverage Test), Total Segregation Calculation, Collateral Requirement and Margin Maintenance be maintained to show compliance with Section 18 of the 1940 Act for a period of not less than six (6) years from the end of the Company’s fiscal year during which the last entry was made in the records, the first two (2) years in an appropriate office of the Company.

2.	Bank Borrowing

Section 18 of the 1940 Act as well as each respective Fund’s governing documents (i.e., prospectus and statement of additional information) permit bank borrowing subject to various asset coverage requirements. The 1940 Act permits borrowing from a bank (such as Bank of New York Mellon or JPMorgan) if asset coverage of at least 300% is immediately established and maintained. Section 18 effectively permits borrowing up to 33.33% of adjusted assets including loan proceeds (50% excluding loan proceeds). For example, a Fund must first have $2.00 in adjusted assets for every $1.00 it borrows, so that after the borrowing it has $3.00 in adjusted assets to cover the $1.00 loan. For purposes of this policy, the Funds currently use the maximum permissible limit as their limit, except where stated otherwise in a Fund’s governing documents.

Section 18 compliance utilizes the following formula to calculate the 300% asset coverage test:

(Net Assets – Total securities used for Segregation & Collateral + Borrowings)/Borrowings = 300% (or more)

Section 18(g) contains an exclusion from the 300% asset coverage test for temporary borrowing from banks if such loans are limited to 5% of an open-end investment company’s total assets at the time the loan is made, are repaid within sixty (60) days, and are not extended or renewed. Generally, should the Company enter into a loan agreement on behalf its Funds, with the Fund’s custodian, the loan agreements do not reference the Section 18(g) exclusion; rather, they generally permit borrowing up to 33.33% of a Fund’s net assets and no loan draw may be outstanding for more than twenty (20) days.

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3.	Non-Bank Borrowing

Additionally, the SEC has determined that Section 18 does not prohibit open-end investment companies from “borrowing”- like transactions, including from non-bank sources, if the open-end investment company “covers” its exposure by establishing and maintaining “segregated accounts” that are equal in value to the obligations incurred. Assets in a segregated account must be otherwise unencumbered and must be liquid and marked to market daily. Segregated assets need not be physically moved to another account as the SEC permits earmarking. The Company utilizes the earmarking system when applicable and retains such records as a Fund record. It is the Company’s policy that should the Company utilize the earmarking system it will comply with the Trust Policies and retain such records as a Fund record.

Segregated accounts generally must consist of liquid assets such as cash, U.S. government securities or other liquid equity or debt securities. The SEC requires that the value of the assets in the segregated account be marked to market daily (i.e., the market value of the assets must equal the current value of the obligation). Permissible liquid assets must be added to the segregated account if the total value of the account falls below the current value of the obligations incurred.

The SEC has stated explicitly that the following transactions create potential obligations which are “borrowing”- like under Section 18 and involve “potential leveraging:”

●

Reverse repurchase agreements;

●

Writing (selling) put and call options;

●

Futures and options on futures;

●

Forward commitments or when-issued securities (including TBAs);

●

Firm commitment agreements;

●

Standby agreements;

●

Short sales;

●

Forward contracts on currencies or securities; and

●

Securities Lending.

Additionally, the SEC has stated that they would view any “analogous” transactions entered into by open-end investment companies in a similar manner. Therefore, the segregation requirements also may apply to the following types of transactions: (i) dollar rolls; and (ii) swaps, caps, floaters and collars.

However, not all derivatives require segregation. The SEC only requires segregation for instruments which create indebtedness leverage (that is the Fund is exposed to gains or losses that exceed its initial investment) as opposed to economic indebtedness (which, while it magnifies the Fund’s gains or losses in much the same way indebtedness does, it does not expose the Fund to a future obligation or indebtedness). For instance, instruments like collateralized mortgage obligations (“CMOs”) sometimes are considered leveraged based on their degree of sensitivity to changes in interest rates, or in the value of some underlying asset. However, CMOs do not create indebtedness leverage because the potential loss is limited to the amount invested. Similarly, if a Fund should purchase a call option, and the option expires worthless, the Fund’s loss is limited to the amount of the premium paid.

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Expressed another way, if the amount that can be lost through any investment by a Fund is limited to the amount invested, no leverage exists and no segregation of assets must occur. If the amount that can be lost through any investment exceeds the amount invested, leverage exists and segregation of assets must occur.

Securities may simultaneously be used both for broker collateral and for Section 18 segregation. Securities deposited with the broker as margin may count toward the collateral needed to cover the leveraged obligation under Section 18 if the securities are otherwise eligible for a segregated account.

Earmarking shall be used as the method of demonstrating compliance with the segregation requirements. The Portfolio Manager(s) will verify these requirements in conjunction with any security purchased that meets the leverage and segregation requirements.

Following is a list of investments that require segregation or, where applicable, coverage. A Fund must provide segregation coverage of at least 100% on a daily basis. In addition, the value of the securities held as collateral must be marked to market daily.

Instrument/Investment	Segregated Account or Cover Requirement (Required to be calculated on a daily basis)
Short Sales	An amount at least equal to the current market value of the securities sold short, reduced by any amount deposited as margin. The amount required to be segregated may not be reduced by the proceeds from the short sale that may also be deposited by a Fund (in either the broker posted margin account or third-party account on behalf of the broker). Alternatively, the short sale can be “covered” through ownership of either the underlying security or a call option on such security with an exercise price equal to or lower than the price at which the securities were sold short.
Sale of a Call Option	An amount equal to the current market value of the instruments underlying the contract. Alternatively, the contract can be “covered” through (a) ownership of the underlying instruments or (b) ownership of a call option on such instruments at an exercise price equal to or lower than the exercise price of the short option.

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Instrument/Investment	Segregated Account or Cover Requirement (Required to be calculated on a daily basis)
Sale of a Put Option	An amount at least equal to the dollar amount of the Fund’s delivery or purchase obligation, reduced by any amount maintained as margin. Alternatively, the position can be “covered” (a) through ownership of a put option with an exercise price at least equal to the Fund’s delivery or purchase obligation or (b) through selling short the underlying instrument at a price at least equal to the Fund’s purchase obligation.
Purchase of Futures Contract; or Options on Futures	Cash-settled futures (no physical delivery) require segregation of the net amount due on the contract, less any amounts deposited as margin. Futures with possible physical delivery require segregation of the full notional amount of the contract, less any amounts deposited as margin. These positions can be “covered” and thus not require segregation if: (a) the Fund owns a corresponding put option with an exercise price at least equal to the delivery or purchase obligation, (b) through selling short (or selling a futures contract on) the underlying instrument at a price at least equal to the Fund’s purchase obligation, or (c) the Fund’s writing of a corresponding futures contract at an exercise price equal to or higher than the delivery price of the futures contract which the Fund sold.
Sale of Futures Contract	Cash-settled futures (no physical delivery) require segregation of the net amount due on the contract, less any amounts deposited as margin. Futures with possible physical delivery require segregation of the full notional amount of the contract, less any amounts deposited as margin. These positions can be “covered” and thus not require segregation if: (a) the Fund owns the underlying instruments, or (b) the Fund’s ownership of a corresponding futures contract at an exercise price equal to or lower than the delivery price of the futures contract which the Fund sold, (c) the Fund owns a corresponding call option with an exercise price equal to or less than the delivery or purchase obligation.
Swaps	Segregation of an amount at least equal to the net amount owed is required if the swap is entered into on a net basis. If the swap is not entered into on a net basis, an amount at least equal to the full amount of the Fund’s obligation is required to be segregated.
Credit Default Swaps	Swaps that are settled in cash on a net basis: Segregate assets in an amount at least equal to any accrued but unpaid amounts owed by the Fund to the swap counterparty. Swaps not settled in cash on a net basis: Segregate assets in an amount at least equal to the full notional amount of the swap contract.

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Instrument/Investment	Segregated Account or Cover Requirement (Required to be calculated on a daily basis)
Purchase of Forward Currency Contracts	Segregate assets in an amount at least equal to the dollar amount of the Fund’s purchase obligation under the forward contract (less margin deposits). With respect to cash settled forward contracts, the Fund may segregate assets equal to the net amount owed under the contract, as determined daily (less margin deposits). A long position in a forward contract may be “covered” if the Fund purchases a put option on the same forward contract with an exercise price equal to or greater than the price of the forward contact held by the Fund.
Sale of Forward Currency Contracts	Segregate assets in an amount at least equal to the dollar amount of the market value of the currency underlying the forward contract (less margin deposits). With respect to cash settled forward contracts, the Fund may segregate assets equal to the net amount owed under the contract, as determined daily (less margin deposits). A short position in a forward contract may be “covered” if the Fund: ● owns the currency underlying the contract; or ● holds a call option permitting the Fund to purchase the same forward contract at a price no higher than the price at which the short position was established.
Reverse Repurchase Agreements	Segregation of an amount at least equal to the dollar amount of the Fund’s s obligation to repurchase securities plus accrued interest.
Dollar Rolls	Segregation of an amount at least equal to the dollar amount of the Fund’s obligation to repurchase securities plus any accrued interest.
When Issued Purchases and Forward Commitments (Extended Settlements)	Segregation of an amount at least equal to the dollar amount of the Fund’s obligation under contract on settlement date.

4.	Leverage and Segregation Procedures

Recall from above that any 1940 Act registered open-end investment company that employs leverage must satisfy Section 18 under the 1940 Act, with respect to the 300% asset coverage test or the designation of adequate asset cover and/or segregation. This is true for “bank borrowing” of cash as well as for “non-bank borrowing” such as the selling of securities short or entering into securities transactions that create indebtedness leverage. Non-bank borrowing may also give rise to collateral requirements with the broker governed by Regulation T (“Reg T”) and further governed by NYSE Rule 431 or other self-regulatory margin rules (“SRO Rules”).

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Whereas the Section 18, Reg T and SRO Rule tests are separate and must be performed independently, they also overlap in that assets required to be segregated under Section 18 also may contribute to or entirely constitute the collateral and margin requirements for short selling under Reg T and SRO Rules. Please see above Section IV.H. of this Manual for more information regarding the Company’s short selling policies and procedures.

To the extent the Company should conduct is such transactions that require segregation, on behalf of the Funds, the Portfolio Manager(s), including the CCO shall ensure that a Fund maintains a segregated account on the books of the Fund’s custodian containing assets (not otherwise unencumbered and liquid and marked to market daily, such as cash or liquid securities) equal in value of the obligations; or “covers” its obligation by holding the same instrument underlying such position (i.e., a short position in a future could be “covered” by owning the currency underlying the futures contract). Segregated securities shall not be sold while the position they are covering is outstanding, unless they are replaced with similar securities. The collateral deposited in a segregated account with the Fund’s custodian for the benefit of a prime broker shall be conducted under a special custody agreement (sometimes referred to as a tri-party or pledge agreement) between the Fund’s custodian, the prime broker and the Fund and shall at all times meet the requirements of Reg T and any securities exchange or quotation system requirements (SRO Rules). To the extent the Company, on behalf of the Funds, does not segregate liquid assets or otherwise collateralize or cover its obligations under such transactions, such transactions will be treated as senior securities representing indebtedness for purposes of the requirement (Section 18 of the 1940 Act) that the Fund have an asset coverage of at least 300%. The Portfolio Manager(s), including the CCO will be responsible for ensuring compliance with these procedures. The Company must maintain records that can demonstrate any future obligations created by the use of leverage/or any other forms of leverage instruments are sufficiently “covered.” It is the Company’s policy that should the Company utilize the earmarking system it will comply with the Trust Policies and retain such records as a Fund Client.

Regulatory Requirements

Funds utilizing bank borrowings or other forms of non-bank borrowings must be in compliance with Section 18 of the 1940 Act.

●

Maximum Borrowing Potential: This is the 300% asset coverage test as defined in Section 18 whereby a fund must establish and maintain asset coverage of at least 300% against bank borrowings.

●

Total Segregation Calculation: Establishes the required amount of securities necessary to be segregated to ensure compliance with Section 18 and subsequent Release No. IC-10666.

●

Physically Segregated Assets: Liquid assets that are segregated should not exceed the amount required by the total segregation calculation. (As directed above in Section IV.P.3 – Non-Bank Borrowing of this Manual, the Portfolio Manager(s) shall mark to market assets daily and allocate or instruct to maintain appropriate levels of asset coverage).

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Broker Requirements

●

Collateral Requirement: This is the amount of securities placed in a tri-party account to satisfy broker collateral requirements under Reg. T. For equities, this is equal to 50% of the initial proceeds from short sales; lower requirements apply to debt.

●

Margin Maintenance: This is the amount of margin required under SRO Rules.

Delineation of Responsibilities

i.	General

The Portfolio Manager(s) or delegate shall monitor the aggregate Section 18 transaction exposures in the Funds and maintain appropriate asset coverage amounts or offsetting positions for such transactions. The Portfolio Manager(s) or delegate shall monitor asset segregation and coverage for compliance with this policy on a daily basis. The Portfolio Manager(s) or delegate is responsible for daily testing of the compliance requirements described above, including prompt resolution of any exceptions and notification to the CCO and Fund administrator of any such exceptions.

At the written request of the Company, the Funds’ administrator may conduct daily testing of the compliance requirements described above for the Funds and send the daily test results to the Company for review and confirmation by the Portfolio Manager(s) or delegate. For purposes of this policy, to the extent that the Funds’ administrator conducts such daily testing and sends the results to the Company, the daily testing results shall be deemed to be accepted and confirmed by the Company, unless the Company promptly notifies the Funds’ administrator in writing of any exceptions.

Written documentation evidencing the daily testing of the compliance requirements above must be maintained by the CCO in accordance with the 1940 Act and the rules thereunder.

ii.

Specific Asset Coverage Procedures

With respect to specific transactions, each Fund will segregate or earmark cash or other liquid assets or will hold offsetting positions as noted above. The Portfolio Manager(s) or delegate shall be responsible for providing written instructions to the Funds’ administrator and/or the Funds’ custodian as to the assets to be segregated or earmarked. If asset coverage is performed through the use of offsetting positions, the Portfolio Manager(s) or delegate shall identify with specificity and in writing to the Funds’ administrator each offsetting position identified.

Derivative Transactions

1.	General

The Company, on behalf of its Client’s may use options on securities and financial indices, futures and options on futures, forward currency contracts, interest rate swaps, caps and floors and other derivative instruments (collectively “derivative instruments”) solely for hedging purposes, except as otherwise permitted by a Client’s governing documents. The Company, on behalf of its Client’s may use derivatives instruments to establish hedges requiring either a long or short position. An example of a short hedge would be to sell futures contracts in order to protect the Client’s assets from declining equity markets. A long hedge would involve the purchase of futures contracts in a situation of rising equity prices where there are no good investment opportunities available. In this case, a Client would be “pre- investing” its anticipated cash flow.

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Using derivative instruments can have a leveraging effect and increase volatility in the Client’s account. Derivative instruments can be highly illiquid and difficult to unwind or value, and changes in the value of a derivative instruments held by a Client may not correlate with the value of the underlying instrument or the Client’s other investments. Many of the risks applicable to trading the instruments underlying derivatives are also applicable to derivative trading. However, additional risks are associated with derivative instruments trading that are possibly greater than the risks associated with investing directly in the underlying instruments. These additional risks include but are not limited to illiquidity risk, operational leverage risk and counterparty credit risk. A small investment in derivative instruments could have a potentially large impact on the Client’s performance.

With respect to the Funds using derivative instruments, it is the Company’s policy that:

●

The Funds will operate in such a manner whereby they will not be considered a “pool” operator within the meaning of Section 4.10(d) of CFTC regulations. Please see above Section IV.P.7. of this Manual for more information regarding CFTC Rule 4.5 De Minimis Tests Requirements.

●

The Funds will engage in derivative transactions in a manner whereby such transactions will not be considered to be a “senior security” subject to Section 18(f) of the 1940 Act. Accordingly, the Portfolio Manager(s) must ensure that each respective Fund will comply with the segregated account and “cover” requirements in a manner that is consistent with the Company’s “Leverage and Segregation” policies found above in Section IV.P. of this Manual.

●

The Funds will conduct derivative transactions in such a manner as to be in compliance with Section 17(f) of the 1940 Act and, with respect to futures contracts, Rule 17f-6 thereunder regarding custody of Fund assets. (Please see above in Section III.D.3.(v). of this Manual for more information) Accordingly, and without limitation:

○

With respect to the initial margin for futures transactions, an account will be established with the Funds’ custodian, and the commodity broker may gain access only in the event that the Fund fails to perform according to the terms of its agreement.

○

With respect to the variation or maintenance margin requirements for futures transactions, any agreement between a Fund and the commodities broker must require the broker to receive or pay out any amount equal to all changes in the value of a futures contract on a daily basis. If a Fund, in its margin account, has an unrealized gain above the amount of any net variation margin it has already received, the commodities broker, as of the close of that trading day may receive, on behalf of a Fund, a variation margin payment from the clearing corporation in the amount of the gain. The broker shall notify the Company, on behalf of the Fund, of the Fund’s entitlement to receive variation margin payments by 10:30 A.M. New York time the next business day, and the Company, on behalf of the Fund, will demand this amount from the broker.

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2.	Compliance Procedure

The CCO is responsible for ensuring compliance to these policies and following procedures and compliance with the Trust Policies.

Liquidity of Derivative Instruments

The CCO, with the assistance of the Portfolio Manager(s), shall monitor on an ongoing basis, in light of a Fund’s redemption obligations to its shareholders and obligations to the Fund’s creditors, the liquidity of the Fund’s derivative instruments with respect to the following factors: (i) the percentage of the Fund’s assets committed to derivative instruments and/or any other obligations to the Fund; and (ii) the Fund’s cash inflows (including through purchase of Fund’s shares) and outflows (including through redemptions). In light of the above factors and to minimize the percentage of net assets invested in illiquid securities, which in any event is not to exceed 15% of a Fund’s net assets, the Portfolio Manager(s) shall monitor derivative instruments on an ongoing basis. Generally, derivative instruments shall be presumed to be illiquid unless the Portfolio Manager(s) makes a specific determination that (i) the derivative instrument may be sold within seven (7) days at approximately the price at which it is valued in the Fund, (ii) it has a reasonable belief that the derivative instrument is marketable and will not become unmarketable during the period it is expected to be held by the Fund, taking into account the instruments trading volume, and (iii) if the derivative instruments identified in Section IV.O.3.i. above, it meets the criteria for liquidity taking into account the considerations set forth in “Guidelines for Determining Liquidity.”

ii.

Derivative Instruments Coverage

To the extent the Company should conduct in derivative instrument transactions, on behalf of the Funds, the Portfolio Manager(s), including the CCO shall ensure that the Funds maintain segregated accounts on the books of the Fund’s custodian containing assets (not otherwise unencumbered and liquid and marked to market daily, such as cash or liquid securities) equal in value of the obligations; or “covers” its obligation by holding the same instrument underlying such position (i.e., a short position in a future could be “covered” by owning the currency underlying the futures contract). Segregated securities shall not be sold while the position they are covering is outstanding, unless they are replaced with similar securities. The collateral deposited in a segregated account with the Fund’s custodian for the benefit of the counterparty (e.g., broker-dealer) is conducted under a special custody agreement (sometimes referred to as a tri-party or pledge agreement) between the Fund’s custodian, the counterparty and the Fund and shall at all times meet the requirements under Section IV.P.3. of this Manual. To the extent the Company, on behalf of the Funds, does not segregate liquid assets or otherwise collateralize or cover its obligations under such transactions, such transactions will be treated as senior securities representing indebtedness for purposes of the requirement (Section 18 of the 1940 Act) that the Fund have an asset coverage of at least 300%. The Portfolio Manager(s), including the CCO will be responsible for ensuring compliance with these procedures. The Company must maintain records that can demonstrate any future obligations created by the use of derivative instrument and/or any other forms of leverage instruments are sufficiently “covered.” Please see above in Section IV.P. of this Manual for more information regarding the Company’s policies and procedures in reference to Leverage and Segregation.

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Securities Lending

The Company does not currently engage in lending of portfolio securities by the Funds; however, should the Company engage in such lending of portfolio securities in the future, the following policies and procedures have been adopted by the Company, in conjunction with the Trust Policies, to govern the lending of portfolio securities by the Funds. These policies and procedures are designed to ensure that any such securities lending program complies with the requirements of the 1940 Act.

The CCO is responsible for ensuring compliance to these policies and procedures, including compliance with the Trust Policies. Any questions or concerns regarding the Company’s or Trust’s Securities Lending policies and procedures should be directed to the CCO.

Approval of Lending Program and Lending Agent.

Before the Company can engage the Funds in a securities lending program, the CCO must get approval from the Trust CCO. The Trust Board, including a majority of the independent trustees, must approve the terms of a Fund’s securities lending program (the “Program”), including the engagement of an agent to administer the Program (the “Lending Agent”). The Trust Board must approve the lending agreement with the Lending Agent and the terms of compensation paid to the Lending Agent for administering the Program.

Use of an Affiliated Lending Agent.

If the Lending Agent is an affiliated person, or an affiliated person of an affiliated person, of the Trust (each as defined in the 1940 Act), then the following additional requirements shall apply:

●

The affiliated Lending Agent shall represent to the Trust Board that the services it provides are of the type that are routinely provided to pooled investment funds by unaffiliated custodians as part of a securities lending program;

●

The CCO must negotiate the terms of loans, select borrowers, and invest cash collateral (or provide the affiliated Lending Agent with pre-approved written instructions regarding same);

●

The Fund’s custodial arrangements must comply with the self-custody provisions of Rule 17f-2 under the 1940 Act (Please see above Section III.D.3.ii. of this Manual for more information on Rule 17f-2);

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The affiliated Lending Agent shall receive fees under the securities lending program based on the number and complexity of the Lending Agent’s actions and services (e.g., fees for each movement or transfer of securities, recordkeeping fees and fees for loan monitoring), not on the Fund’s revenues or profit generated by the Program (unless there is relief granted by the SEC);

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The Trust Board shall determine that: (i) the Program is in the Fund’s best interests; (ii) the services to be rendered are necessary for the Fund’s operations; (iii) the Lending Agent can provide services at least equal in nature and quality to those that could be provided by other providers; and (iv) the fees paid are fair and reasonable under the circumstances; and

●

The CCO shall provide quarterly to the Trust Board the compensation paid to the affiliated Lending Agent under the Program.

Percentage Limitation.

Loans of portfolio securities by a Fund (“Loans”) may not exceed 33.33% of the value of the Fund’s total assets (or such lower amounts as approved by the Trust Board), measured at the time of the making of any such Loan. For purposes of this calculation, collateral received by a Fund from a Borrower is included in the total assets of the Fund.

The CCO, with the assistance of the RSRM Committee, shall monitor the Funds activity of Loans to ensure a Fund’s Loans do not exceed 33.33% of the value of the Fund’s total assets (or such lower amounts as approved by the Trust Board). The Lending Agent and the Fund’s custodian shall assist in notifying the CCO and the RSRM Committee at the time any such Loan is made by the Funds to enable the CCO the ability to monitor such Loan activity and ensure compliance.

Collateralization Requirements/Investment of Collateral.

Loans must be secured by collateral consisting of: (i) cash; (ii) securities issued or guaranteed by the U.S. Government or one of its agencies or instrumentalities; (iii) an irrevocable bank letter of credit; or (iv) any combination thereof, equal to not less than (a) 102% of the market value of the loaned securities that are principally settled in the United States at the inception of the loan and (b) 105% of the market value for securities cleared and principally settled outside of the United States at the inception of the loan (“Collateral”). Loans shall be marked-to-market daily and the margin restored in the event that collateralization is below 100% of the market value of the securities loaned. The Collateral must be received by the Funds’ custodian concurrently or in advance of delivery of the loaned securities to the borrower. The Lending Agent shall invest the Collateral only in accordance with instructions from the RSRM Committee and in a manner, that is consistent with the lending Fund’s investment objectives and policies.

The CCO, with the assistance of the RSRM Committee, shall monitor the pool of Collateral to ensure the Lending Agent has invested such Collateral in a manner that is consistent with the lending Fund’s investment objectives and policies and in accordance to the instructions provide to the Lending Agent by the RSRM Committee. The Lending Agent and/ or the Fund’s custodian shall assist the Company in providing it the capability to monitor such Collateral to Loan mark-to-market value to enable the Company the ability to ensure collateralization compliance.

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Approved Borrowers/Loan Terms.

Loans may be made only to reputable borrowers who are brokers, dealers or other financial institutions that, in the opinion of the Lending Agent, and the Company, are of sound financial condition. The RSRM Committee in conjunction with the CCO must select borrowers and negotiate Loan terms and premium or may delegate such activities to the Lending Agent provided that the CCO provides the Lending Agent with written instructions or procedures which specify pre-approved borrowers and acceptable Loan terms. The Lending Agent shall maintain a list of Company’s approved borrowers and shall monitor the creditworthiness of such approved borrowers on an on-going basis. The Lending Agent shall notify the CCO immediately if an approved borrower’s creditworthiness declines.

Prohibited Borrowers.

No Loans shall be made to any broker, dealer or other financial institution if it is an “affiliated person” as defined in the 1940 Act, the Company, the Funds’ principal underwriter, or an affiliated person of any of the foregoing, unless applicable exemptive or no-action relief has been issued by the SEC or its staff to the appropriate parties for such transaction(s). The CCO is responsible for identifying prohibited borrowers and communicating them to the Lending Agent.

Reasonable Rate of Interest Required.

Under each loan, a Fund must receive a reasonable rate of interest, as measured by current business practices. The Fund must also retain the right to receive any dividends, interest or other distributions on the loaned securities.

Loans Must Be Callable.

Loans must be overnight in nature. The Company, on behalf of the Funds, must be able to terminate the Loan at any time and recall any loaned securities under standard settlement terms for the security’s market. In the event that a borrower fails to return loaned securities or becomes insolvent, the Lending Agent shall use the Collateral to replace the loaned securities and hold the borrower liable for any excess of replacement cost exceeding the Collateral. The Lending Agent shall notify the CCO immediately, should a borrower fail to return loaned securities or becomes insolvent.

Use of Finders or Intermediaries.

Loans may not be made by or through the use of finders or intermediaries unless the ultimate borrower is known to the Trust, and both such intermediary and borrower satisfy the standards of an approved borrower, as described above. No such intermediary may be an affiliated person of the Trust, the Company, a Fund’s principal underwriter, or an affiliated person of any of the foregoing.

10.

Fees.

The Trust may agree to split net securities lending revenue with a Fund’s Lending Agent that is not an affiliated Lending Agent (unless such affiliated Lending Agent has received exemptive relief from the SEC as described herein above), provided the Trust Board determines that such split is reasonable and proper in light of current business practices as reported to the Trust Board and the benefits to be derived by the Fund.

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A Fund may pay a borrower a rebate in connection with any loan collateralized with cash, provided such rebate is reasonable and proper in light of current business practices. Such rebate (and any negative rebate) shall be included in the net securities lending revenue subject to the fee split described above.

A collateral fee may be paid to a borrower, provided the Trust Board determines such payments to the borrower to be reasonable and proper in light of current business practices as reported to the Trust Board and the benefits to be derived by a Fund. All negotiated fees must be approved by Trust Board.

11.

Voting or Consent Rights.

The Company, on behalf of the Funds, must be entitled to recall any loaned securities so as to enable the Company, on behalf of the Funds, to vote proxies or exercise consent rights without penalty from the borrower. The Fund’s custodian shall notify the Company of any loaned securities in which proxies or consent rights need to be voted with respect to such loaned securities to enable the Company to recall any such loaned securities and vote proxies or exercise consent rights.

12.

Written Contract Required.

The Lending Agent shall only make Loans to borrowers pursuant to written contracts with approved borrowers.

13.

Disclosure.

The lending Fund shall disclose in its registration statement on Form N-1A in accordance with applicable legal requirements, that the Fund is engaged in a securities lending program, that the Fund retains the right to recall loaned securities at any time, including for the purpose of voting proxies, and the risks and limitations associated with the Fund’s securities lending program, including risks associated with the investment of Collateral. The CCO shall work with Lending Agent and Trust CCO to ensure all securities lending program disclosers are made in the Fund’s registration statement on Form N-1A in accordance with applicable legal requirements.

14.

Quarterly Reports.

On a quarterly basis, the CCO and the Trust’s COO shall be provided with a summary of earnings regarding the Fund’s securities lending activity and a certification from the Lending Agent that (i) Loans were only made to approved borrowers, (ii) Loans were marked to market daily and the collateral requirements required by these procedures were met, and (iii) the lending limitations of the 1940 Act or the applicable Fund’s registration statement were maintained.

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V. MARKETING

A. ADVERTISING AND MARKETING

The Company is subject to U.S. and non-U.S. laws as they relate to the marketing of its investment advisory services. In many cases, these laws define “marketing” differently. As a result, any communication made to more than one person¹⁰⁸ to solicit investment advisory services with regards to securities should be considered “advertisements.” All advertisements must comply with the requirements and restrictions listed below and be pre-approved by the CCO or an authorized designee. The CCO may provide approval for a specific template, investor type, jurisdiction or type of communication.

Advertisements may be written or unwritten, and therefore may include communications such as webcasts, podcasts or other content distributed via the Company’s website and social media platforms. Advertisements may also contain content created or distributed by third parties.¹⁰⁹ If there is a question as to whether any direct or indirect communication must be treated as an advertisement, please consult the CCO.

In the context of the Company’s business, typical advertisements include Client private placement memoranda or other Governing Documents, the Company’s website, most pitch or flip books, press releases, prepared speeches or other remarks, standardized Company booklets or other presentations, materials sent via distribution lists containing Company contacts, content posted or shared via the Company’s website or social media accounts, and communications containing actual or hypothetical performance information¹¹⁰. On the other hand, the Company does not consider the following to be advertisements:

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Responses to unsolicited requests for information from current or prospective Client investors or their consultants;

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Communications distributed exclusively to existing Client investors that do not offer new investment advisory services with regards to securities, such as information regarding a new Client or strategy offered by the Company; or

●

Communications of a general nature made to the general public, and not directed to prospective Client investors, such as blog posts, social media posts, most website content and other similar communications made to the general public, and which do not offer the Company’s advisory services nor solicit investment into any Client.

¹⁰⁸

Multiple natural persons representing a single entity or account are treated as one person. Conversely, bulk emails or algorithm-based messages, and customized templates, are not one-on-one communications.

¹⁰⁹

Based on the relevant facts and circumstances, advertisements may include communications adopted by the Company or third-party communications that the Company authorized or was involved in the communication’s preparation. Please see Third-Party Content section for further details.

¹¹⁰

Advertisements include all communications including hypothetical performance, even if only sent to one person, unless such information is provided to a prospective or current private Client investor or in response to an unsolicited request for such information. Please see the Hypothetical Performance sub-section for more details on restrictions related to sharing such information.

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Regardless of whether they are deemed advertisements, the general anti-fraud provisions of the Advisers Act apply to all investment adviser communications. Accordingly, all published, circulated, or distributed communications cannot contain any untrue statement of a material fact or any information (or omission of information) that would reasonably be likely to cause an untrue or misleading implication or inference concerning a material fact. Advisers Act rules require the Company to disclose material facts to Client investor.

Only the Company’s portfolio managers, members of the investor relations/business development team and other individuals approved by the business development team are authorized to market the Company’s investment advisory services. All other personnel should refrain from advertising or marketing the Company’s advisory services. This centralized approach helps ensure communications that may be construed as marketing or which may have other regulatory implications are appropriately drafted, reviewed and maintained.

1. General Principles.

Advertising must present advisory services offered in a fair and balanced manner and disclose all material facts concerning the information conveyed that is necessary to avoid misleading implications. Likewise, advertisements must not contain information that would likely cause an untrue or misleading implication or inference to be drawn concerning a material fact. Advertising must be truthful and accurate, and must not contain exaggerated or unwarranted claims, suggest that profits are guaranteed or otherwise claim potential benefits or profits in connection with the Company’s advisory services without disclosing the potential for loss or material limitations associated with the potential benefits.

Disclosures concerning the material risks associated with the advertised benefits of the Company’s advisory services are an important aspect of a fair and balanced presentation and must be included in the “four corners” of the advertisement; hyperlinked disclosure is permissible to disclose additional benefits and associated risks (in a fair and balanced manner) not explicitly identified in the advertisement. An advertisement’s overall context and the sophistication of the recipients are also important considerations when producing a fair and balanced presentation and providing appropriate disclosures.

The Company’s policy further requires preserving contemporaneous records to substantiate all material statements of fact or material claims in advertisements. This includes, for example, the Company’s calculations regarding performance, including forward-looking projections.

2. Superlative Claims.

Superlative statements in marketing materials may be viewed as misleading. Examples of potentially misleading words and statements include “superior,” “top-notch,” “best” or “worst,” “most” or “least,” “highest” or “lowest,” “always” or “never,” and “certain to outperform.”

Additionally, marketing materials should generally avoid making unsupportable claims, such as that the adviser has a “highly rated” investment process or that the adviser’s research is the “best in the industry.” Supportable claims and documented achievements may generally be included in marketing materials.

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B. TESTIMONIALS AND ENDORSEMENTS

General Principles.

The Company may include testimonials¹¹¹ and endorsements¹¹² in advertisements if (i) the advertisement includes appropriate disclosures regarding the person giving the testimonial or endorsement (the “promoter”); (ii) the Company has entered into a written agreement with the promoter if the promoter is to be compensated by the Company; and (iii) the Company does not engage certain “bad actors” from acting as promoters. Compensated testimonials or endorsements must be treated as advertisements, even if made only to one person. As a general matter, the CCO must review and approve any prospective Company engagements with compensated promoters to have the opportunity to conduct appropriate due diligence and help ensure the Company can comply with the above provisions.

In the context of the Company’s business, compensated promoters include third-party private Client promoter. However, depending on the facts and circumstances, other third-parties not commonly seen as compensated promoters or solicitors (such as a service provider or a current private Client investor who infrequently refers an investor to the Company) may also be subject to this policy if the Company intends to provide direct or indirect cash or non-cash compensation in connection with the promoter’s testimonial(s) and/or endorsement(s).¹¹³

Prospective Client investors should be made aware of a person’s incentive to provide a testimonial or endorsement. Therefore, the Company’s direct or indirect cash or non-cash compensation in exchange for a testimonial or endorsement is particularly relevant. Forms of direct or indirect compensation are broadly construed and include both common solicitor fee arrangements based on, for example, a percentage of assets under management or amounts invested by referred investors, but also non-traditional cash-based forms such as directed brokerage to compensate brokers for soliciting investors, or reduced fees or fee waivers given to investors for soliciting other investors. Non-cash compensation may also include gifts or other entertainment provided in connection with the testimonial or endorsement. To avoid doubt, regular salary or bonuses of Company Employees or other affiliates are not considered “compensation”, so long as specific compensation is not provided for the particular endorsement.

Notwithstanding the above, with the CCO’s pre-approval and subject to any applicable confidentiality arrangement, the Company may distribute a partial list of institutional Client investors to inquiring prospective investors in a fair and balanced manner.

¹¹¹

Marketing Rule’s definition of “testimonial” includes any statement by a current Client investor about their experience with the investment adviser or its Employees.

¹¹²

Marketing Rule’s definition of “endorsement” includes any statement by a person other than a current Client investor that indicates approval, support or recommendation of the investment adviser or its Employees or describes that person’s experience with the investment adviser or its Employees.

¹¹³

Promoters who receive de minimis compensation ($1,000 or less, or the equivalent value in non-cash compensation, during the preceding twelve months) are not subject to the “written agreement” requirement, but such compensation would still need to be part of the required disclosures.

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Required Disclosures.

In connection with obtaining or using any testimonial or endorsement in an advertisement, the Company must clearly and prominently disclose (or reasonably believe that the promoter disclosed):¹¹⁴

●

Whether the testimonial was given by a current Client investor, and the endorsement was given or by a person other than a current Client investor, as applicable;

●

That cash or non-cash compensation was provided for the testimonial or endorsement, if applicable; and

●

A brief statement of any material conflicts of interest on the part of the person giving the testimonial or endorsement resulting from the Company’s relationship with such person, including a description and the material terms of any compensation arrangement provided or to be provided for the testimonial or endorsement.

Company Oversight and Written Agreement.

The Company must oversee promoters' testimonials and endorsements to reach a reasonable basis that all testimonials or endorsements comply with this policy. In most cases, the Company’s requirement for the CCO to pre-approve all advertisements, including those disseminated by third-party promoters, will serve as the Company’s reasonable basis in this respect. However, when CCO pre-approval is not logistically possible, such as in certain unwritten testimonials or endorsements by placements agents, for example, the Company must develop procedures tailored to the specific facts and circumstances to reach the requisite reasonable basis.

If the Company wishes to provide any compensation over the de minimis threshold for a testimonial or endorsement, the Company must enter into a written agreement with the person giving the testimonial or endorsement. The written agreement must describe the scope of the agreed-upon activities and the terms of the compensation for those activities.

Disqualification for Persons Who Have Engaged in Misconduct.

The Company is prohibited from compensating a person, directly or indirectly, for a testimonial or endorsement if the Company knows, or reasonably should know, that the person giving the testimonial or endorsement is an ineligible person at the time the testimonial or endorsement is disseminated. An “ineligible person” is a person who is subject either to a disqualifying SEC action¹¹⁵or to any disqualifying event¹¹⁶ in the past ten years, with limited exceptions. An ineligible person also includes other individuals with similar status or functions within the scope of association with an ineligible person.

¹¹⁴

For example, if a blogger or social media influencer is endorsing and referring Client investors to the Company through his or her website or platform, the Company may provide such blogger or influencer with the required disclosures and confirm that they are provided appropriately on his or her respective pages. The Company may also consider choosing to include provisions in its written agreement with the promoter, requiring the promoter to provide the required disclosures to investors.

¹¹⁵

Any SEC opinion or order barring, suspending or prohibiting a person from acting in any capacity under federal securities laws.

¹¹⁶

Refer to final rule 206(4)-1(e)(3) and (4) for the defined terms “disqualifying Commission action” and “disqualifying event.”

There is no disqualification provision for providers of uncompensated testimonials and endorsements.

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C. THIRD-PARTY CONTENT

The Company must exercise caution when including third-party content in Company advertising or involving itself in the preparation of third-party content, as both instances might result in the third-party content or communication being attributed to the Company. Depending on the circumstances, third-party information or communications may be attributable to the Company if (i) the Company has explicitly or implicitly endorsed or approved the information after its publication (adoption); or (ii) the extent to which the Company involved itself in the preparation of the information or third-party communication (entanglement). For example, if the Company incorporates information it receives from a third party into its advertising, the Company has adopted the third-party content, and the Company could be liable for such third-party content under the marketing rule just as if the Company had produced the content. In addition, the Company may be viewed as having “entangled” itself in a third-party communication if the Company involves itself in the third-party’s preparation of the information.

Considering the above, the CCO must be consulted prior to the Company involving itself in the preparation of any third-party content or communications so that an assessment can be made as to whether the third-party content or communication must be treated as an advertisement of the Company. Similarly, the CCO must be consulted before the Company provides information to third parties that publish reports or maintain databases or otherwise make the Company’s provided information available to its subscribers. Employees must notify the CCO if they become aware of inaccurate information published or distributed by a third party, and the CCO will work with the publisher to resolve the inaccuracy.

D. REFERENCES TO SPECIFIC INVESTMENT ADVICE

Investment adviser marketing material may not include a direct or indirect reference to any specific investment advice (regardless of whether the advice is still current or occurred in the past) unless presented in a fair and balanced manner that is not misleading. In order to be fair and balanced, an advertisement that references favorable or profitable past specific investment advice must include sufficient information and context to evaluate the merits of that prior advice. In addition, the nature and sophistication of the Company’s intended audience should be considered when determining how to present information in a fair and balanced manner. The following are non-exhaustive examples of ways in which the Company can present specific investment advice in a fair and balanced manner:

●

Listing all recommendations made during an immediately preceding period of at least one year;

●

Providing unfavorable or unprofitable past advice in addition to the favorable or profitable advice (often referred to as presenting a portfolio’s “winners and losers”);

●

Using consistently applied, objective criteria that produce fair and balanced results and does not unfairly result in only positive or favorable results (such as the largest portfolio holdings by value at a given point in time); and

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●

When presenting case studies highlighting certain portfolio investments (past or present), disclosing the overall performance of the relevant investment strategy or private Client for (at least) the period covered by the list of investments.

E. THIRD-PARTY RATINGS

The Company may include third-party ratings in advertisements only if the following conditions are met:

●

The third-party rating must be provided by a person that is not a related person of the Company (as defined in the Form ADV Glossary of Terms), and such person provides such ratings or rankings in the ordinary course of its business;

●

The Company must have a reasonable basis to believe that any questionnaire or survey used in the preparation of the third-party rating is structured to make it equally easy for a participant to provide favorable and unfavorable responses, and is not designed to produce any predetermined result; and

●

The Company must clearly and prominently disclose, or have a reasonable belief that the third-party rating itself already discloses:

The date on which the rating was given and the period of time upon which the rating was based;

The identity of the third party that created and tabulated the rating; and

If applicable, that direct or indirect compensation was provided by the Company in connection with obtaining or using the third-party rating.

The required disclosures must be at least as prominent as the third-party rating to be clear and prominent.

PERFORMANCE ADVERTISING

General Principles.

The SEC places particular emphasis on regulating the use of performance results in marketing. Presenting the performance of related portfolios (as defined herein), such as Client I performance used to market Client II, as well as “model,” “target/projected,” or other “hypothetical” performance, is even more closely scrutinized. Generally, the Company’s performance marketing must, as applicable:

●

Present prior performance net of all fees and expenses that an Client investor has paid or would have paid in connection with the Company’s advisory services to the relevant portfolio,¹¹⁷ including all advisory and performance fees (e.g., carried interest) and other expenses, although the Company is permitted to present gross and net performance numbers with equal prominence and in a manner that facilitates comparison [(for the avoidance of doubt, this net performance requirement applies to individual holdings, positions and/or portfolio companies in a securities portfolio and at the Client level or at the securities portfolio level, as applicable) OR (for the avoidance of doubt, this net performance requirement applies at the Client level, and not at the level of individual portfolio investments)];

¹¹⁷

For example, the Company may exclude custodian fees paid to third-party custodians where the controls custodian selection, as those fees are not in connection with the Company’s advisory services. However, to the extent a Client investor pays the Company for custodial services, or when custodial fees are included in a single fee to the Company (e.g., wrap program), or when an investor reimburses the Company for third-party custodian fees, such custodian fees should be included.

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●

Include a legend to the effect that “Past performance is not a guarantee of future results” and be appropriately footnoted to disclose all material factors related to such performance, including the effect of material market or economic conditions on the results portrayed;

●

Disclose the possibility of loss and the fact that individual results will vary from that shown;

●

Disclose whether and to what extent the results portrayed include the reinvestment of dividends and other earnings (e.g., recycling of capital);

●

Disclose all material factors relevant to the comparison of performance results with an index118 (e.g., disclosing that the volatility of the index is materially different from that of the relevant portfolio); and

●

Disclose any material conditions, objectives, or investment strategies used to obtain the performance advertised (e.g., the portfolio contains private company equity securities that are managed with a view towards long-term capital appreciation).

If the Company intends to use performance data, the CCO should be consulted to ensure such performance complies with the SEC’s rules on presenting performance information. Records sufficient to support the performance data and all other material facts and claims quoted in the advertisement must be simultaneously provided to the CCO at the time of their approval and contemporaneously recorded by the Company. The Company must maintain books and records necessary to demonstrate the calculation of the performance of any or all Client. An adviser may satisfy this requirement by keeping (i) account statements for each of its Clients, assuming the account statements reflect all debits, credits and other transactions in each account for the period of the statement; and (ii) all worksheets necessary to demonstrate the calculation of the performance or rate of return.

In any advertisement, the Company is strictly prohibited from including any statement, express or implied, that the calculation or presentation of performance results in an advertisement was approved or reviewed by the SEC.

Deduction of Model Fees.

The Company may calculate net performance using a model fee when doing so would result in performance figures that are no higher than if the actual fee had been deducted. Similarly, the Company may calculate and present net performance using a model fee equal to the highest fee charged to the intended audience to whom the advertisement is disseminated. A model fee that is not available to the intended audience is prohibited. If the Company intends to show performance for a strategy that has not yet been managed for any Client investors, the Company may apply a model fee equal to the highest fee charged to the relevant audience.

¹¹⁸

To avoid a misleading presentation, index benchmarks must be appropriate and comparable to the portfolio(s) presented and must not be changed without the CCO’s approval.

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When presenting the performance of Clients whose actual fees were reduced, waived or otherwise lower than the fees that are being offered to the intended audience, the Company must apply a model fee that reflects either the highest fee that was historically charged or the highest potential fee that it will charge the Client investors receiving the advertisement.

Related Performance.

If the Company desires to present related performance¹¹⁹ in an advertisement, it must include all related portfolios,¹²⁰with one exception: certain related portfolios may be excluded if the advertised performance results are not materially higher than if all related portfolios had been included, and if the exclusion does not alter the presentation of any applicable prescribed time period. The Company is not prohibited from presenting the performance of a single representative account (e.g., a flagship Client) or a subset of related portfolios alongside the required related performance, as long as the advertisement is otherwise compliant with the other applicable requirements described in this policy.

To avoid doubt, different fees and expenses alone do not allow the Company to exclude a portfolio with a substantially similar investment policy, objective and strategy as those of the services offered in an advertisement. However, if the relevant financial markets or the investment advisory personnel who previously oversaw a portfolio changed over time such that the investment policies, objectives and strategies of the Company’s earlier private Clients are no longer substantially similar to those of the Client or strategy being advertised today, then the Company does not have to include the earlier Clients in its related performance.

Prescribed Time Periods

Except when presenting the performance of private funds, the Firm must present one-, five-, and ten-year annualized returns when presenting performance in advertisements with equal prominence. If the relevant portfolio did not exist for a particular prescribed period, then the Firm must present performance information for the life of the portfolio in lieu of the prescribed period. The Firm may provide additional time periods, but the 1-5-10-year annualized returns must be shown and with equal prominence. The prescribed time periods must end on a date that is no less recent than the most recent calendar year-end or one quarter prior to the date of the advertisement that includes the performance.

At any given time, the prescribed time periods must end on a date that is no less than the most recent calendar year-end. The Firm may also present interim updated performance numbers at the start of a new calendar year while it calculates the updated annualized figures (e.g., returns through Q3 of the prior year), but generally speaking, it should not take more than one month to calculate the updated annualized returns for the prescribed time periods, through the most recent calendar year-end.

¹¹⁹

Marketing Rule defines “related performance” as the performance results of one or more related portfolios, either on a portfolio-by-portfolio basis, or as a composite aggregation of all portfolios falling within stated criteria.

¹²⁰

Marketing Rule defines “related portfolio” as a portfolio with substantially similar investment policies, objectives and strategies as those of the services being offered in the advertisement.

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To avoid a misleading performance presentation, the Firm may be required to present performance results of a more recent date than the most recent calendar year-end; for example, it could be misleading to present performance results only as of the most recent calendar year-end if more recent quarter-end performance is available and events have occurred since that time that had a significant adverse effect on the performance shown. The CCO must be consulted if there are any questions regarding whether more recent performance numbers must be shown in an advertisement.

The prescribed time periods apply to all performance presentations in advertisements, including gross and net performance and any composite or aggregation of related portfolios.

Extracted Performance.

The Company may present extracted performance¹²¹ in an advertisement if it includes, or offers to provide promptly, the performance results of the total portfolio from which the performance was extracted.

However, extracting performance from more than one portfolio is NOT extracted performance but rather hypothetical performance and subject to the additional requirements that apply to advertisements containing hypothetical performance, as further described below.

Hypothetical Performance.

Hypothetical performance is defined as performance results that were not actually achieved by any portfolio and explicitly include but is not limited to model performance,¹²² backtested performance¹²³ and targeted or projected performance returns. Regardless as to whether the communication is deemed an advertisement^,124 the CCO must be consulted whenever the Company intends to send hypothetical performance externally to ensure all of the following conditions are met:

●

The performance is relevant to the likely financial situation and investment objectives of the intended audience;

●

The communication includes sufficient information regarding the criteria used and assumptions made when calculating the hypothetical performance (the “criteria and assumptions”); and

¹²¹

Marketing Rule defines “extracted performance” as the performance results of a subset of investments extracted from a portfolio.

¹²²

Under the Marketing Rule, “model performance” includes model portfolios managed alongside actual Client portfolios, computer-generated models and any other models created but not used for actual clients.

¹²³

“Backtested performance” includes presentations of performance that is backtested by the application of a strategy to data from prior time periods when the strategy was not actually used during those time periods.

¹²⁴

Hypothetical performance provided in response to unsolicited requests; provided to a private Client investor in a one-on-one communication; or which occur extemporaneously, live and orally are technically excluded from the scope of the Marketing Rule and therefore these conditions. However, absent specific authorization from the CCO, the Company requires these conditions to be met any time the Company sends hypothetical performance externally.

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●

The communication includes (or if the audience is a private Client investor, offers to provide promptly) sufficient information so the intended audience can understand the risks and limitations of using hypothetical performance when making investment decisions (the “risk information”).

The Company only shares hypothetical performance information in certain instances where it is unlikely to mislead a sophisticated audience of prospective institutional Client investors because this audience has the financial expertise to assess the hypothetical performance presentation. In the context of the Company’s business, instances where the Company may provide hypothetical performance in advertising include when the Company [illustrates the background and experience of the Company’s investment personnel when showing the hypothetical performance of a model portfolio of investments comprised of previous investments at prior Companies] [AND/OR] [shows backtested performance to help investors understand how an investment strategy may have performed in the past] [AND/OR] [shows any type of performance presented as results that could be achieved, are likely to be achieved or may be achieved in the future]. Based on routine requests in the Company’s experience, the Company believes that the hypothetical performance types mentioned above are relevant to investors who meet the qualified purchaser or qualified client sophistication standards. Therefore, the Company must have a reasonable belief that the intended audience of hypothetical performance meets these standards before sharing any unsolicited hypothetical performance.

The mandatory criteria and assumptions must include a general description of the methodology used to calculate and generate the hypothetical performance and any assumptions on which the hypothetical performance rests, such as assumptions that future events will occur and the Company’s view of the likelihood of a given event occurring.

The mandatory risk information must be tailored to the intended audience and enable the audience to understand how much value to attribute to the hypothetical performance. To that end, the Company must generally include risk information applicable to both hypothetical performance and the specific hypothetical performance presented. In addition, risk information should also include any known reasons why the hypothetical performance might differ from the actual performance of a portfolio (e.g., if the hypothetical performance does not reflect cash flows into or out of the portfolio or transaction fees).

To avoid doubt, while the presentation of hypothetical performance in advertising is subject to all other requirements described in this policy, hypothetical performance is not subject to the prescribed time period requirement and the requirements related to the presentation of related performance and extracted performance.

6. Predecessor Performance (Portability).

Predecessor performance¹²⁵ may be directly relevant to an audience when the advertisement offers services to be provided by the personnel responsible for the predecessor performance, even though the performance was achieved before said personnel provided such services as part of the Company. Thus, for example, the Company may desire to advertise performance results achieved by certain investment personnel when those investment personnel were employed by another investment adviser or prior to a “spin-out” from another investment adviser.

¹²⁵	Marketing Rule defines “predecessor performance” as all situations where an investment adviser presents investment performance achieved by a group of investments consisting of an account or a Client that was not advised by the investment adviser at all times during the period shown.

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Broadly speaking, the Company may only include predecessor performance in advertising if there is an appropriate similarity concerning the personnel and Client accounts at the “predecessor adviser” and the personnel and Client accounts at the Company, and if the Company includes prominent disclosures regarding the “predecessor performance” included in an advertisement. More specifically, all of the following requirements must be satisfied when seeking to include predecessor performance in advertising:

●

The person or persons who were primarily responsible126 for achieving the prior performance results currently manage Client accounts at the Company;

●

The Client accounts managed at the predecessor investment adviser are sufficiently similar to the accounts managed at the Company such that the results would provide relevant information to the intended audience;

●

All Client accounts that were managed in a substantially similar manner are advertised unless the exclusion of any such account would not result in materially higher performance and the exclusion of any Client account does not alter the presentation of any prescribed time periods; and

●

The advertisement clearly and prominently includes all relevant disclosures, including that the performance results were from Client accounts managed at another entity.

Because of the principles-based application of these requirements to the unique facts and circumstances, the CCO must be consulted whenever the Company intends to include predecessor performance in advertising or other unsolicited communications. The Company must have access to the books and records underlying the predecessor's performance to meet this policy’s requirement to retain records supporting all performance information in advertisements.

7. Changes in Personnel.

It may be misleading to quote past performance when a material portion of the record was achieved by personnel who have left the Company without prominent disclosure of the change in investment personnel.

G. REVIEWS PROCEDURES AND RECORDKEEPING

As noted previously, the CCO must and is responsible for reviewing and approving all advertisements for compliance with the above standards and the Company will maintain an Advertising Log to track such approvals as well as the intended audiences of materials. The Company must record a copy of all advertisements distributed externally for the required lengths of time as further described in the Company’s Record Retention Policy. Please consult the CCO if there are any questions about how the Company will record a version of an unwritten communication that must be treated as an advertisement such as a webcast.

¹²⁶

A person or group of persons is “primarily responsible” for achieving prior performance results if the person makes or the group makes investment decisions. Focus must be applied to the role that the individual(s) played in producing the predecessor performance (i.e., the extent of the person’s decision-making authority or influence). For example, where a committee managed a group of investments at a predecessor adviser, there must be a substantial identity of the membership managing the substantially similar strategy offered by the Company.

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H. GENERAL SOLICITATION OR GENERAL ADVERTISING

Securities must be registered with the SEC unless they meet certain exemption qualifications, and exempt securities must not be publicly marketed or advertised, such as describing the terms of an offering in a public forum or publication and broadly inviting the purchase of securities. Currently, investments in the Company’s Clients are offered in compliance with an exception that prohibits the use of general solicitation or general advertising, and the Company intends to continue offering Client interests only on a private placement basis.

Additional requirements will apply to the Company’s marketing materials and securities filings used with any offering conducted through general solicitation or general advertising. Consequently, the Company’s policies have been designed to address activities that may put the Clients exempted securities status at risk, such as interacting with the media, contributing to certain publications, sending mass mailings, participating in public speaking events and using social media.

I. MEDIA POLICY / COMMUNICATING WITH THE MEDIA

From time to time, the Company may be contacted by members of the media regarding the Company’s operations or to provide commentary on the market in general. In unusual circumstances, the Company may receive media inquiries about the Company’s strategy or its investors. Interactions with the media pose a significant risk under advertising and applicable general solicitation rules.

For the most part, Employees are prohibited from speaking with the media unless they receive pre-approval from the CCO, and any media inquiries should be promptly forwarded to the CCO for consideration. Additionally, during fundraising periods, Employees or affiliates of the Company may be more limited regarding speaking on behalf of the Company with a member of the media or in the public domain to avoid general solicitation concerns.

If approval to speak with the media is granted, the authorized Employee must:

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If making prepared remarks, ensure remarks are pre-approved by the CCO;

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Never mention or discuss the details of a Client, such as performance or strategy, even indirectly;

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Never disclose any non-public information, including information about Clients, Client investors, and investment interests, positions or investment strategies;

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Not make any false or misleading statements or omit any material information;

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Not make any statements that are exaggerated, unbalanced, inflammatory, defamatory, libelous, inappropriate, or unduly controversial, or that would otherwise reflect poorly on the Company;

●

Avoid the same superlatives mentioned earlier in the Advertising Policy (best, worst, etc.); Clearly distinguish between facts and opinions;

●

Make it clear when a personal opinion may not reflect the Company’s position (e.g., if an employee expresses a personal opinion that may not reflect the Company’s position, the

●

Employee must make it clear that the Company may not share the Employee’s opinion);

●

Not make forecasts about the anticipated performance of the Company or its Clients;

●

Only make forecasts about economic or market trends where there is a reasonable basis for such forecasts;

●

Balance all discussions, including those regarding securities or investment strategies, by descriptions of any applicable risks or drawbacks; and

●

Be aware of the financial sophistication of the information’s ultimate recipient.

When delivering prepared remarks, employees should request a copy of any media presentation that includes or references the exchange. In general, unwritten prepared communications (e.g., video) may be presented as transcripts or in the native format. Such copies should be provided to the CCO, who will maintain them in the same manner as other advertisements.

J. SOCIAL MEDIA

Employees’ posts on internet blogs, chat rooms, social networks or media, or similar platforms (e.g., Twitter) (collectively, “Social Media”) may be viewed as advertising if reference is made to the Company or the Company’s Clients or investments. Therefore, Employees are not permitted to use the Company’s name, other than listing place of employment and official Company title, without specific preapproval from the Company’s CCO. However, generally speaking, Employees are not prohibited from making Social Media posts that effectively function only to “re-post” or further share approved or publicly-available content or links to approved content with references to the Company or its business, provided they do not substantively create new content or add commentary to such posts. Nevertheless, to avoid doubt, Employees are not permitted to use Social Media to conduct advertising, marketing or any other business purposes without explicit preapproval from the CCO.

Moreover, the Company maintains certain Social Media accounts that use the Company’s name and make posts that are generally not considered advertisements. The CCO must first review any posts that meet the definition of advertisement. Likewise, the Company must ensure records are contemporaneously created for posts that are deemed advertisements. If there are any questions as to whether or not a post to a Company Social Media account or webpage must be treated as an advertisement, please consult the CCO.

Employees must be aware that the Company may be attributed to third-party content on Social Media if the facts and circumstances suggest that the Company authorized or involved itself in the creation or preparation of such content. Further, third-party content on Social Media may also be deemed an endorsement and subject to the rules. Therefore, please consult the CCO if you are aware of any third-party posts or content on Social Media that may be attributable to the Company or seen as a violation of policy.

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To monitor compliance with this policy’s requirements, the CCO or a designee must periodically review the Company’s activity and Employees’ activity on Social Media.

K. PUBLIC SPEAKING EVENTS AND ARTICLE PUBLICATIONS

The act of giving a speech, presenting at a seminar, participating in industry conferences or other public speaking engagements, and publishing articles or cooperating with publications (and the press in general) can raise serious issues under the prohibition against general solicitation and general advertising, as discussed above, and must be approached with great caution. Therefore, no Employee may participate in any of the preceding without the express consent of the CCO, and materials are created for such activities will be subject to the regular review and approval processes outlined above.

If an Employee obtains the consent of the CCO to participate in a speaking or presenting engagement, such Employee may generally talk about the Company and its affiliates and may also discuss the general economic analysis and market trends. However, Employees must not discuss specific information concerning, for example, assets under management, investment strategy or performance with respect to any Client that is open to investment, and which has not already been made publicly available (i.e., such information has not been made available through a publicly available regulatory filing, such as Form ADV).

The CCO retains records of approved speaking, presenting, and publishing activities, including any related materials.

L. 1940 ACT GENERAL RULES AND ANTI-FRAUD STANDARDS

With respect to the Funds, all advertising is subject to the general anti-fraud provisions of Section 17 of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Section 34(b) of the 1940 Act which prohibit generally the making of material misstatements or omissions in connection with the sale of a security, regardless of whether the communication also qualifies as a prospectus under Section 10 of the Securities Act, as well as transactions, practices, or courses of business that would operate as a fraud or deceit upon the purchaser of the security. Furthermore, all Fund advertising is subject to the general anti-fraud provisions of Rule 156 under the Securities Act.

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M. RULE 156 OF THE SECURITIES ACT

Rule 156 provides that, under the general anti-fraud provisions of the federal securities laws, investment company sales literature is “materially misleading” if it:

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contains an untrue statement of a material fact; or

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omits to state a material fact necessary in order to make a statement made, in light of the circumstances of its use, not misleading.

Rule 156 further states that whether a particular statement involving a material fact is misleading, depends on an evaluation of the context in which it is made and lists a number of pertinent factors that must be considered (which are not exclusive).

●

Particular Factors. A statement could be misleading because of:

○ other statements being made in connection with the offer of sale or sale of the securities in question;

○ the absence of explanations, qualifications, limitations or other statements necessary or appropriate to make such statement not misleading; or

○ general economic or financial conditions or circumstances.

●

References to Performance Information. Representations about past or future investment performance could be misleading because of statements or omissions made involving a material fact, including situations where:

○ portrayals of past income, gain or growth of assets convey an impression of the net investment results achieved by an actual or hypothetical investment which would not be justified under the circumstances, including portrayals that omit explanations, qualifications, limitations, or other statements necessary or appropriate to make the portrayals not misleading; and

○ representations, whether express or implied, about future investment performance, including: (i) representations as to security of capital, possible future gains or income, or expenses associated with an investment; (ii) representations implying that future gain or income may be inferred from or predicted based on past investment performance; or (iii) portrayals of past performance, made in a manner which would imply that gains or income realized in the past would be repeated in the future.

●

Misrepresentations Concerning Investment Company Characteristics or Attributes. A statement involving a material fact about the characteristics or attributes of an investment company could be misleading because of:

○

statements about possible benefits connected with or resulting from services to be provided or methods of operation which do not give equal prominence to discussion of any risks or limitations associated therewith;

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○

exaggerated or unsubstantiated claims about management skills or techniques, characteristics of the investment company or an investment in securities issued by such company, services, security of investment or funds, effects of government supervision, or other attributes; and

○

unwarranted or incompletely explained comparisons to other investment vehicles or to indices.

N. SECTION 34(B) OF THE 1940 ACT

Section 34(b), a general anti-fraud provision under the 1940 Act, prohibits any person from making a material misstatement or omission in any registration statement, application, report, account, record, or other document filed or transmitted under the 1940 Act. Section 34(b) states:

It shall be unlawful for any person to make any untrue statement of a material fact in any registration statement, application, report, account, record, or other document filed or transmitted pursuant to this title or the keeping of which is required pursuant to section 31(a). It shall be unlawful for any person so filing, transmitting, or keeping any such document to omit to state therein any fact necessary in order to prevent the statements made therein, in the light of the circumstances under which they were made, from being materially misleading. For the purposes of this subsection, any part of any such document which is signed or certified by an accountant or auditor in his capacity as such shall be deemed to be made, filed, transmitted, or kept by such accountant or auditor, as well as by the person filing, transmitting, or keeping the complete document.

The statutory language, although not restricted to fraudulent activity involving the sale of a security, is similar to other anti-fraud provisions in the federal securities laws. Thus, the interpretation of the terms in Section 34(b) should parallel the interpretation of the anti-fraud provisions in the Securities Act and the Exchange Act. The SEC has interpreted the following to be violations under Section 34(b):

●

Failure to disclose in an investment company’s prospectus, sales literature, proxy solicitation materials and other statements in connection with the sale of its shares, that an affiliate acts as a finder for finder’s fees in connection with the merger of an investment company.

●

Failure to disclose in the prospectus the circumstances under which an adviser borrowed money by using its investment company’s bank transactions.

●

Misleading statements in the company’s books, records, and reports regarding reciprocal arrangements in which the company was involved.

●

A false statement concerning the statement of assets in the financial statement section of a company’s annual report.

●

A semi-annual report sent to shareholders and filed with the SEC, containing misrepresentations and omissions involving the purchase of shares in controlled companies and the losses suffered upon selling the companies.

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●

Failure of a fund to comply with the portfolio maturity requirements of Rule 2a-7 while holding itself out to be a money market fund.

●

A fictitious entry in an investment company’s computerized shareholder records falsely indicating than an investment adviser owned shares of one of the investment company’s funds when, in fact, the investment adviser owned no such shares.

●

Failure to disclose the substantial role of IPO investments in a fund’s performance.

1. Performance Data — Rule 34b-1.

Rule 34b-1 under the 1940 Act adds to the general “anti-fraud” standards by providing that investment company “sales literature” that contains any investment company performance data has omitted to state a material fact unless the materials also contain certain standardized performance information.

2. “Generic Advertising” — Rule 135a

Rule 135a under the Securities Act provides a “safe harbor” for certain written communications that refer to investment companies only generically and not by name. Provided the communication does not “specifically refer by name to the securities of a particular investment company, to the investment company itself, or to any other securities not exempt under Section 3(a) of the Securities Act,” the communication is deemed not to offer a security for sale, if the following conditions are met.

The communication contains no more than:

●

explanatory information relating to securities of investment companies generally, or to the nature of investment companies or to different generic types of investment objectives (i.e., “growth funds,” “income funds” or “no-load funds”);

●

offers, descriptions or explanations of various products and services which are not securities if the offers, descriptions or explanations do not relate directly to the desirability of owning or purchasing a security issued by a registered investment company; or

●

an invitation to inquire for further information.

The communication must contain the name and address of the registered broker or dealer or other person sponsoring the communication. If the communication contains a solicitation of inquiries, and if prospectuses for investment company securities are to be sent or delivered in response to such inquiries, the communication must state the number of funds involved, and the fact that the sponsor of the communication is the principal underwriter or investment adviser of the investment company.

If the communication describes any type of security, service or product, the person sponsoring the communication must offer for sale the security, service or product described in the communication.

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O. FUND “SALES LITERATURE” — RULE 34B-1

The term “sales literature” is often used to refer to supplemental marketing materials that are used by investment companies and their distributors in reliance on the exceptions to the definition of “prospectus” in Section 2(a)(10) of the Securities Act available for written communications, made after the effective date of a registration statement, that are preceded or accompanied by a prospectus. Such a communication is not a prospectus and is also not subject to the restrictions of Rules 135a or 482. Such materials are, however, subject to the general “anti-fraud” provisions of the Securities Act, Exchange Act, and Rule 156, and are also subject to the provisions of Section 34(b) and Rule 34b-1 under the 1940 Act.

Rule 34b-1 provides that any advertisement, pamphlet, circular, form letter or other sales literature addressed to or intended for distribution to prospective investors that is required to be filed with the SEC under the 1940 Act shall have omitted to state a fact necessary in order to make the statements made therein not materially misleading if the sales literature contains any investment company performance data (other than shareholder reports required by Section 30(d) of the 1940 Act containing only performance data covering the period of the report) unless the sales literature also contains standardized performance data as required generally by Rule 482. Money market fund sales literature must also contain the statement required by paragraph (b)(4) of Rule 482. Furthermore, the same “currency” rules applicable to performance information in Rule 482 advertisements also apply to “sales literature.”

P. OMITTING PROSPECTUS — RULE 482

Rule 482 under the Securities Act states that an advertisement that complies with Rule 482 may include information the substance of which is not included in the statutory prospectus (“Omitting Prospectus”), and will be deemed to be a “prospectus” meeting the requirements of Section 10(b) of the Securities Act. A Rule 482 advertisement need not contain all of, and is not limited to, the information in a Section 10(a) prospectus.

Rule 482 is the primary advertising rule for the Funds and, in particular, the Fund’s performance data may be included in advertisements in reliance on Rule 482.¹²⁷ A 482 advertisement may contain quotations of investment company performance. However, certain general conditions apply to all Rule 482 advertisements, whether or not they contain performance information, as follows:

●

advises an investor to consider the investment objectives, risks and charges and expenses of the Fund(s) carefully before investing; explains that the prospectus contains this and other information about the Fund(s); identifies a source from which an investor may obtain a prospectus; and states that the prospectus should be read carefully before investing.

¹²⁷ Compliance with Rule 482 alone is insufficient to avoid liability attached to advertisements. The antifraud provisions found in Rule 156 and Rule 420 still apply.

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1. Required Disclosures for Performance Information.

A 482 advertisement that includes performance information must disclose:

●

that performance data quoted is past performance, past performance does not guarantee future results, and current performance may be lower or higher than the performance data quoted;

●

that an investment’s return and principal value will fluctuate such that an investor’s shares, when redeemed, may be worth more or less than their original cost;

●

either a toll-free (or collect) telephone number or a website where an investor may obtain performance data current to the most recent month-end unless ads contain performance data current to the most recent month ended seven business days prior to the date of use; and

●

if a sales load or any other nonrecurring fee is charged, the maximum amount of the load or fee and, if not reflected, that the performance data does not reflect the deduction of the sales load or fee, and that, if reflected, the load or fee would reduce the performance quoted.

2. Standardized Performance Presentations.

As noted, unlike advertisements and sales material relying on Rule 135a, Rule 482 material may contain performance data. This data must be calculated in accordance with the specific computation methods prescribed by the SEC. Rule 482 also regulates the manner in which performance data are presented. For closed-end funds, performance data must be computed based on methods specified in Form N-2A, must be set out in no greater prominence than other performance quotations, and must identify the length of, and date of the last day of, the base period for the performance in no less prominence than the measurement. The following is an over-view summary of the requirements for Rule 482 materials that contain performance information:

●

Current Yield. Funds may quote a yield calculated using a specific formula for the most recent 30-day period practicable and must be accompanied by required quotations of total return;

●

Average Annual Total Return. Funds must include the 1-, 5- and 10-year average annual returns as of the most recently completed calendar quarter.

●

After-Tax Return. For certain funds, fund advertisements must also show average annual total return (after taxes on distributions) and average annual total return (after taxes on distributions and redemptions) for a recent 1-, 5- and 10- year period, based on the highest federal income tax rate. This standardized after-tax information must be included if the fund represents in some way that it is managed to limit or control the effect of taxes on the fund’s performance.

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3. Non-standardized Performance Data.

This is permitted, but it must include all elements of return, and be accompanied by standardized total return data which is equally prominent.

4. Timeliness Requirement.

Performance data must be as of the most recent practicable date considering the type of fund and the media through which the data is conveyed.

5. Prominence Requirement

●

Print Ads. Rule 482 requires print advertisements to present required narrative disclosures about the prospectus and performance data in a type size at least as large as and of a style different from, but at least as prominent as, that used in the major portion of the advertisement. One exception is if performance data is presented in a type size smaller than that of the major portion of the advertisement, the required narrative disclosure pertaining to the performance data may appear in a type size no smaller than that of the performance data.

●

Electronic Ads. If an advertisement is delivered through an electronic medium, the type size and style requirements may be satisfied by presenting the required narrative disclosures in any manner reasonably calculated to draw investor attention to them.

●

Radio and Television Ads. The required narrative disclosures must be given emphasis equal to that used in the major portion of the advertisement.

●

Proximity Requirement. Narrative disclosures that specifically relate to fund performance are required to be presented in close proximity to the performance data in print, radio and television ads. In addition, for print ads, this disclosure is required to appear in the body of the advertisement and not in a footnote.

IT IS POLICY THAT ALL FUND SALES LITERATURE ADVERTISING MUST COMPLY WITH THE PROVISIONS OF RULE 156, SECTION 34(b), RULE 135a, RULE 34b-1 AND RULE 482.

Q. FINRA RULE 2210

Rule 2210 defines six different types of “communications with the public” by investment companies (i.e., the Funds):

●

Advertisements - any material, other than an independently prepared reprint and institutional sales material, that is published, or used in any electronic or other public media, including any website, newspaper, magazine or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or telephone directories (other than routine listings).

●

Sales literature - any written or electronic communication, other than an advertisement, independently prepared reprint, institutional sales material and correspondence, that is generally distributed or made generally available to customers or the public, including circulars, research reports, performance reports or summaries, form letters, telemarketing scripts, seminar texts, reprints (that are not independently prepared reprints) or excerpts of any other advertisement, sales literature or published article, and press releases concerning a member's products or services.

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●

Correspondence - any written letter or electronic mail message and any market letter distributed by a member to one or more of its existing retail customers; and fewer than 25 prospective retail customers within any 30 calendar-day period.

●

Institutional sales material - any communication that is distributed or made available only to institutional investors.

●

Public appearances - participation in a seminar, forum (including an interactive electronic forum), radio or television interview, or other public appearance or public speaking activity.

●

Independently prepared reprints - any report concerning a fund provided that (i) the report is prepared by an entity that is independent of the fund and the member using the report; (ii) the report's contents have not been materially altered; (iii) the research firm prepares and distributes such reports with respect to a substantial number of funds; (iv) the research firm updates and distributes reports in the normal course of the research firm's business; (v) neither the fund nor the member using the research report has commissioned the report; and (vi) if the report was prepared at the request of the fund or a member, it includes only information that the research firm has already compiled and published, and does not omit information necessary to make the report fair and balanced.

FINRA further classifies advertisements and sales materials that they review into 21 delivery methods: account statement-related communications; articles and third-party reprints; material for broker-dealer use only; brochure; audio/video tapes (CDs and DVDs); electronic messages (e-mail, instant messages, and text); fund fact sheets (fund-specific information sheets); handouts (flyers and other hand-delivered material); mailings; performance reports (periodic and other performance reports such as an annual report); telephone (telemarketing and other telephone scripts); press releases; print advertisements, posters and signs; radio advertisements and broadcasts; research reports (equity and debt research); seminar-related communications; software output and tools; stationery; television advertisements and broadcasts; Web site information– password protected; and Web site information-publicly accessible (internet advertisements and materials posted to fund company Web sites).

Rule 2210(d)(1) provides, among other things, that:

●

all Company communications must be based on principles of fair dealing and good faith, must be fair and balanced, and must provide a sound basis for evaluating the investment;

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●

no material fact or qualification may be omitted if its omission, in light of the context of the material presented, would cause the communication to be misleading;

●

no member may make any false, exaggerated, unwarranted, promissory, or misleading statement or claim in any communication;

●

no member may publish, circulate or distribute any communication that the member knows or has reason to know contains any untrue statement of a material fact or is otherwise false or misleading;

●

information may be placed in a legend or footnote only in the event that such placement would not inhibit an investor’s understanding of the communication; and

●

communications may not predict or project performance, imply that past performance will recur or make any exaggerated or unwarranted claim, opinion or forecast. These standards must also be followed when the member is engaged in activities that may not constitute advertising (for example, when sponsoring or participating in a forum or otherwise engaging in certain types of public appearances).

In determining whether a communication may be misleading the CCO is instructed to consider: (i) the overall context in which the statement is made, balancing the treatment of risks versus potential benefits; (ii) the nature of the audience to which the communication is directed, keeping in mind that it is not always possible to restrict the readership of a particular communication; and (iii) the overall clarity of the communication, noting that an unclear communication may be worse than too little information.

FINRA Advertising Standards

●

Necessary Data. All retail communications must include the name of the person or firm preparing the material and a date of first use including at least a date and year. If the information is not current, this fact should be stated.

●

Recommendations. Representatives who make recommendations in retail communications must have a reason to do so. They must also include the following disclaimer: Foreside Fund Services, LLC as a firm does not make a market in, or conduct any research on, or recommend the purchase or sale of any of the above issues. The recommendations are based solely on the research of representative, Chilton Capital Management LLC who will offer additional information upon request.

●

Claims and Opinions. All communications should be void of promises and words of promissory nature. These would include words like guarantee, will, can, etc. In addition, symbols such as money bags, pots of gold and other graphics that suggest financial gain may be considered promissory and should not be used. Exaggerated or unwarranted statements are also forbidden.

●

Testimonials. Registered Investment Advisers and their Representatives may not employ testimonials in any form. Those persons who are registered as an Investment Adviser must therefore avoid using an actual testimonial or an implied testimonial such as a partial client list, etc. Representatives who are not Registered Investment Adviser Representatives may use testimonials as long as they are not misleading. The testimonial must include a disclaimer that reads: “May not be representative of the experience of other clients. It is not indicative of future performance or success.” If the testimonial was solicited for a fee, the representative should include: “This is a paid testimonial.” Of course, the person offering the testimonial must have reasonable knowledge to offer an opinion.

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●

Free Service. Those services that are advertised as “Free” must actually be free and without any conditions or obligations.

●

Research Facilities. Just as a representative may not exaggerate his abilities or promise results, communications may not tout research materials or facilities in a manner that exaggerates what is actually owned or may be provided.

●

Source Identification. If applicable, a source for data must be included. Sources older than two years cannot be used.

●

Comparisons. When making a comparison between two securities, investment styles, etc., all significant differences must be explained and disclosed. These differences must be included to ensure that the comparisons are fair and not misleading.

●

Predictions/Projections. Investment results may never be predicted or projected. Illustrations must be clear to explain that past performance is not indicative of future results. Representatives may use hypothetical illustrations of mathematical principles to show how dollar cost averaging or other mathematical concepts work. These illustrations should not be tied to an actual security.

●

Performance Information disclosure. All advertisements and other retail communications which includes fund performance information must include the following:

○

A legend disclosing that the performance data quoted represents past performance; that past performance does not guarantee future results; that the investment return and principal value of an investment will fluctuate so that an investors shares, when redeemed, may be worth more or less than their original cost; and that current performance may be lower or higher than the performance data quoted. The legend should also identify either a toll-free (or collect) telephone number or a website where an investor may obtain performance data current to the most recent month-end unless the advertisement includes total returns current to the most recent month ended seven business days prior to the date of use.

○

If a sales load or any other non-reoccurring fee is charged, you must show the performance with the sales load for the standard time periods. In addition to the standard performance you may also include other time periods as well. If you choose not to include the sales load in the non-standard time periods you must include a statement that the performance data does not reflect the deduction of the sales load or fee, and that if reflected, the load or fee would reduce the performance quoted.

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○

Rule 2210(d)(5)(A)(ii)(b) requires performance sales material to disclose a fund’s total annual operating expense ratio, gross of any fee waivers or expense reimbursements (the unsubsidized expense ratio), as stated in the fee table of the fund’s current prospectus. This requirement to disclose the unsubsidized expense ratio applies even if a fund’s prospectus also discloses its expense ratio net of fee waivers or reimbursements (the subsidized expense ratio).

○

Average annual total return for one, five, and ten year periods, except that if the company's registration statement under the Act (15 U.S.C. 77a et seq.) has been in effect for less than one, five, or ten years, the time period during which the registration statement was in effect is substituted for the period(s) otherwise prescribed. The quotations must:

●

Be current to the most recent calendar quarter ended prior to the submission of the advertisement for publication

●

Be set out with equal prominence

This statement must be presented in a type size at least as large as and of a style differing from, but at least as prominent as, that used in the performance portion of the advertisement. It must also be in close proximity to the performance data.

Example:

The performance data quoted here represents past performance. Current performance may be lower or higher than the performance data quoted above. Past performance is no guarantee of future results. The investment return and principal value of an investment will fluctuate so that investor's shares, when redeemed, may be worth more or less than their original cost. The Fund's investment adviser has contractually agreed to reduce its fees and/or absorb expenses of the Fund, at least until INSERT DATE, to ensure that the net annual fund operating expenses will not exceed x.xx%, subject to possible recoupment from the Fund in future years. Without these waivers, the Fund's total annual operating expenses would be x.xx%. Please review the fund’s prospectus for more information regarding the fund’s fees and expenses. Performance shown is for Class I shares (please see a prospectus for information about other share classes). For performance information current to the most recent month-end, please call toll-free (800) 207-7108.

●

Rankings. FINRA Rule 2212 prohibits the use of investment company rankings in Retail Communications unless the rankings were: (1) created and published by Ranking Entities, or (2) created by an investment company or an investment company affiliate but based on performance measurements of a Ranking Entity. (i.e. Lipper or Morningstar)

Under Rule 2212, any Retail Communication that contains a ranking must prominently disclose: Name of category; Number of companies in the category; Name of Ranking Entity; Length of period and ending date, or the first day of the period and ending date; Criteria on which ranking is based; Whether the ranking considers front end sales loads; Ranking based on total return or the current SEC standardized yield, fees have been waived or expenses advanced during the period, and whether that had a material effect on total return or yield for that period; Published of the ranking data; If symbols are used; disclose the meaning of each symbol (four-star ranking indicates that the fund is in the top 30% of all investment companies); “Past performance is no guarantee of future results”; Ranking must be current to the most recent calendar quarter ended; Rankings must be for one, five, ten year and latest quarter; Yield may be based only on the current SEC standardized yield; and Rankings for a period of less than one year are prohibited.

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● Prospectus Offer Disclosure. All retail communications must provide a statement that provides the availability of additional information about the fund. This statement should advise a viewer to consider the investment objectives, risks charges and expenses of the investment company carefully before investing; explains that the prospectus contains this and other information about the fund; identifies a source which an investor may obtain a prospectus; and state that the prospectus should be read carefully before investing.

This statement must be presented in a type size at least as large as and of a style differing from, but at least as prominent as, that used in the major portion of the advertisement.

Example:

Investors should carefully consider the investment objectives, risks, charges and expenses of the INSERT NAME OF FUND. This and other important information about the Fund is contained in the prospectus, which can be obtained by calling (800) 207-7108. The prospectus should be read carefully before investing. The INSERT NAME OF FUND is distributed by Foreside Fund Services, LLC

2. Communications with the Public

Communications with the public shall be based on principles of fair dealing and good faith, must be fair and balanced, and must provide a sound basis for evaluating the facts. No Employee may omit any material fact or qualification if the omission, in the light of the context of the material presented, would cause the communications to be misleading.

No Employee may make any false, exaggerated, unwarranted or misleading statement or claim in any communication with the public or publish, circulate or distribute any public communication that the Employee knows or has reason to know contains any untrue statement of a material fact or is otherwise false or misleading.

Information may be placed in a legend or footnote only in the event that such placement would not inhibit an investor's understanding of the communication.

Communications with the public may not predict or project performance, imply that past performance will recur or make any exaggerated or unwarranted claim, opinion or forecast. A hypothetical illustration of mathematical principles is permitted, provided that it does not predict or project the performance of an investment or investment strategy.

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If any testimonial in a communication with the public concerns a technical aspect of investing, the person making the testimonial must have the knowledge and experience to form a valid opinion.

3. Recordkeeping

The CCO must keep copies of all marketing materials, presentations, notices, circulars, advertisements, newspaper articles, investment letters, bulletins or any other communication that the Company circulates or distributes, directly or indirectly for a period of six (6) years from the date of the last use. In addition the CCO must keep all supporting documentation (accounts, books, internal working papers, and any other records or documents) that are necessary to form the basis for or demonstrate the calculation of the performance or rate of return of any or all managed accounts or securities recommendations in any marketing materials, presentations, notice, circular, advertisement, newspaper article, investment letter, bulletin or other communication that the Company circulates or distributes, directly or indirectly. Supporting documentation may include account statements provided by the custodian, broker or administrator (if they reflect all debits, credits, and other transactions in a Client's account for the period of the statement) along with all worksheets necessary to demonstrate the calculation of the performance or rate of return shall be deemed to satisfy the requirements of Rule 204-2(a)(16) under the Advisers Act. Reports prepared by independent auditors confirming the accuracy of the calculations will also likely meet these requirements. The CCO shall also maintain a separate file of materials filed with FINRA.

R. COMPLIANCE PROCEDURES

ALL MARKETING MATERIALS MUST BE APPROVED

The Company may prepare marketing or promotional materials setting forth its past performance and other information relating to the Company’s advisory services and its Clients. Any such materials must be prepared in accordance with the policies and procedures of this Manual, and the provisions of the Advisers Act, Securities Act, Exchange Act, 1940 Act and other applicable state or federal securities laws. Each item of advertising or promotional material must be approved in writing or electronically, prior to use, by the CCO, Blue River, and Foreside Fund Services, LLC, when applicable to the Funds.

●

ANY ADVERTISEMENT, SALES LITERATURE, CORRESPONDENCE, INSTITUTIONAL SALES MATERIAL, PUBLIC APPEARANCE OR INDEPENDENTLY PREPARED (collectively, the “Sales Literature”) shall first be sent to the CCO for review, comment and/or approval.

●

After the Sales Literature has been approved by the CCO, the CCO or a designee shall submit the Sales Literature to Blue River through the Compliance Portal, for review, comment and/or approval.

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●

With respect to the Funds, after the Sales Literature has been approved by Blue River, the CCO or a designee shall submit the Sales Literature to the Funds distributor, Foreside Fund Services, LLC. Foreside Fund Services, LLC shall conduct a review and shall determine if the Sales Literature is required to be filed with FINRA.

○

Only after approval and review from Foreside Fund Services, LLC and, if necessary, the Sales Literature has been filed with FINRA (and in certain circumstances reviewed by FINRA prior to first use), may the Sales Literature be distributed to third parties.

●

As stated above, copies of all Sales Literature along with a record of the Employee who prepared it and the review and approval of the CCO must be maintained for a period of five (5) years from the date of the last use. Supporting documentation must also be maintained to demonstrate the calculation of performance results or model results contained in any promotional material. Supporting documentation may include account statements provided by the custodian, broker or administrator along with all worksheets necessary to demonstrate the performance calculations. Reports prepared by independent auditors confirming the accuracy of the calculations will also likely meet these requirements. The CCO shall also maintain a separate file of materials filed with FINRA.

S. SOLICITATION OF GOVERNMENT ENTITIES¹²⁸

If the solicitor is soliciting investments from state or municipal government entities, then the Company must ensure that the solicitation arrangement complies with the SEC Pay-To-Play rules outlined in Section E. of Appendix III attached hereto.

1. State Solicitation Regulations

i. California

The California Political Reform Act of 1974 (“PRA”) prohibits a person or entity (including Company Employees) from acting as a finder, solicitor, marketer, consultant, broker or other intermediary in connection with any potential investment made by a California state public retirement system, unless that person or entity is registered as a lobbyist and is in compliance with the PRA, including its gift and contribution restrictions, and its record keeping and reporting requirements.

ii. New York

The New York City Lobbying Law requires any persons or entities (including Company Employees) who attempt to influence the investment decisions made by New York City pension or retirement funds to register as lobbyist if their marketing compensation attributable to solicitation of such funds exceeds $5,000 per year and to comply with certain gift and contribution restrictions and record keeping and reporting requirements.

¹²⁸ Policy: Solicitors – compliance review [I17, 122]

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iii. Compliance Procedures

The Company has determined not to register under the PRA or the New York City Lobbying Law. To take advantage of exemptions from registration, Employees shall direct initial communications from or to a California state public retirement system or a New York City pension or retirement plan to the CCO to determine if such exemptions apply.¹²⁹

The CCO shall either (i) direct the communication to a member of the investment staff (i.e. a Company Employee who spends at least 1/3 of his or her time managing the assets controlled by Company) or (ii) ensure the communication is pursuant to a competitive bidding process in which the Company agrees to be held to a fiduciary duty standard of care if awarded a management contract.

¹²⁹Policy: Pre-clearance – State pension communications [I24]

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VI. OPERATIONAL MATTERS

A. Books and Records¹³⁰

Advisers Act

i. General

Pursuant to Rule 204-2 under the Advisers Act, the Company has established and implemented the following records retention program:

●

All records that may substantially affect the obligations of the Company will be retained for a period of time that will reasonably assure the availability of those records when needed, and in particular for the periods required by applicable law. Electronic communications containing required records will be retained in accordance with this policy;

●

Adequate records will be developed and maintained to document the Company’s compliance with all relevant laws;

●

It is unlawful to dispose of any Company records that may be relevant to any pending or threatened legal proceeding of any kind. The CCO will notify all affected Employees if any document retention policy currently in effect must be suspended at any time in order to prevent the disposition of Company records that may be relevant to any pending or threatened legal action of which the Company receives notice; and

●

Privacy and security of records shall be appropriately assured in accordance with the Privacy Policy of the Company.

Rule 204-2(g) under the Advisers Act gives registered investment advisers an option to maintain and preserve required records in electronic storage media (such as CD-ROMs, email and other electronic storage mediums). The records must: (i) be arranged in a way to permit the immediate location of any particular record; (ii) be arranged in a way that enables the Company to present the information in the format specified by the SEC; include (separately from the original) a back-up copy of the computer storage medium for the time required; be stored in a way to ensure the maintenance and preservation of, and access to, records so as to reasonably safeguard records from loss, alteration, or destruction.

An adviser may engage the services of a third-party administrator or other service provider to maintain and preserve books and records on behalf of the adviser if: (a) the third-party acts as a service provider to the adviser (or private investment fund) in maintaining, preparing, organizing and/or updating records, and (ii) upon the SEC’s request, the records are produced promptly at an appropriate office of the adviser or an office of the administrator.

¹³⁰Policy: Recordkeeping [C12]

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See Section G. of Appendix III attached hereto for a complete description of the Company’s policies relating to Client confidentiality and privacy and Section II.J. of this Manual for a complete description of the Company’s policies relating to litigation matters.

ii. Required Records¹³¹

The Company is subject to extensive recordkeeping requirements under federal and state securities laws and regulations, including SEC Rule 204-2 under the Advisers Act and SEC Rules 31a-1, 31a-2 and 38a-1 under the 1940 Act. Please see Appendix VI of this Manual for a complete list of required books and records the Company is to maintain under SEC Rules. Following is a list of the specific records required to be kept pursuant to such Rules:

●

The Company is required to maintain the following records relating to its business:

○

a general journal, including cash receipts and disbursement records, and any other records of original entry forming the basis of entries in any ledger;

○

general and auxiliary ledgers reflecting asset, liability, reserve, capital, income and expense accounts;

○

all check books, bank statements, cancelled checks and cash reconciliations; o all bills or statements, paid or unpaid, relating to the Company’s business;

○

all trial balances, financial statements, and internal audit working papers relating to the Company’s business; and

○

all compliance policies or procedures that are in effect or were in effect at any time in the last five (5) years, and all documents relating to the Company’s annual review of its policies and procedures.

●

The Company is required to maintain the following records relating to its Clients:

○

a list of all accounts over which the Company has discretionary power;

○

all powers of attorney and other evidence of the granting of discretionary authority by any Client to the Company;

○

all written agreements entered into by the Company with any Client or otherwise relating to the Company’s investment advisory business;

○

each order given by the Company for the purchase or sale of any security;

○

any instruction received by the Company from a Client concerning the purchase, sale, receipt, or delivery of a particular security;

○

any modification or cancellation of any Client order or instruction;¹³²

¹³¹Portfolio – Trade Orders [T2]

¹³²The memoranda must show the terms and conditions of the order, instruction, modification or cancellation; must identify the person connected with the Company who recommended the transaction to the client and the person who placed the order; and must show the Client account over which the order was entered, the date of entry and the executing bank, broker or dealer. Orders entered pursuant to the exercise of discretionary power must be so designated.

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○

a record of every transaction in a security (other than direct obligations of the United States) in which the Company, or any “advisory representative” (as defined in Rule 204-2(a)(12)(A)) of the Company, has, or by reason of a transaction acquires, any direct or indirect beneficial ownership¹³³

○

originals of all written communications received and copies of all written communications sent by the Company relating to:

○

any recommendation made or proposed to be made and any advice given or proposed to be given;

○

any receipt, disbursement or delivery of funds or securities; or

○

the placing or execution of any order to purchase or sell any security.

○

copies of publications and recommendations distributed by the Company to any persons and, if not disclosed in the publications, a record indicating the basis and reasons for making the recommendations;

○

copies of certain disclosure documents given to advisory Clients and written acknowledgments for the documents; and

○

copies of supporting documents necessary to form the basis for or demonstrate the calculation of performance information in advertisements or other communications distributed by the Company to any persons.

iii. Period and Place of Retention of Records

All books and records required as set forth above must be maintained in an easily accessible place for at least six (6) years from the end of the Company’s fiscal year during which the last entry was made; the first two (2) years the accessible place must be in an appropriate office of the Company, even if the Company’s investment advisory business is discontinued during that period. Required records may be maintained electronically, so long as:

● All electronically stored records are readily accessible;

● The Company is prepared and able to promptly provide an enlargement or copy of the electronically stored records; and

● The Company maintains procedures for maintenance and preservation of, and access to, records stored electronically so as to reasonably safeguard the records from loss, alteration, or destruction. (See below Section VI.E. of this Manual for information relating to the Company’s disaster recovery and business continuity policies)

All books and records required to be maintained by a registered adviser are subject to reasonable periodic or special examinations by representatives of the SEC as the SEC deems necessary or appropriate. The SEC’s right to inspect books and records contemplates that these books and records will be available for inspection.

¹³³ The report must state the title and amount of the security involved, the date and nature of the transaction, the price at which it was effected, and the name of the bank, broker or dealer with or through which the transaction was effected. Transactions effected in any Client account over which neither the Company nor an Employee has any direct or indirect influence or control, are excepted from this record requirement.

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Electronic Communications

Introduction

The following Electronic Communications Policy and its corresponding procedures have been adopted by the Company to ensure that the Company implements reasonable procedures to monitor Employees’ use of the internet and electronic communications, including without limitation, e-mail. All software, files, e-mail messages, and voice mail messages on the Company’s computers, network, and communications systems are the property of the Company. These resources are made available by the Company to enable Employee to do their job efficiently and productively. To that end, Employees are required to use computers, software, and internet access for the benefit of the Company and its advisory Clients. Further, all e-mail correspondence to and from Clients must be maintained in accordance with the Advisers Act and this Policy.

Background

The use of the internet and the evolving nature of various means of electronic communication, data transfer and social networking present new challenges for investment advisers regarding the retention of documents that are required to be maintained under the Advisers Act. In addition, the SEC and other regulatory agencies have raised concerns surrounding the implementation of appropriate physical, electronic, contractual and procedural safeguards to protect the privacy of advisory Client information. The pervasive use of the internet and e-mail also exposes an adviser’s systems to infiltration by computer viruses, which are becoming increasingly sophisticated and dangerous, and which, by their nature, attack randomly and without warning.

Employee Consent and Non-Compliance with the Policy

Consent to and compliance with this Policy is a condition of employment. Failure to abide by this Policy or to consent to any monitoring, copying or reviewing of any communications or files is grounds for disciplinary measures, up to and including termination of employment. In any situation where you are unsure about the application or coverage of this Policy, please contact the CCO.

ii.

Questions or Concerns

Any questions or concerns regarding this Policy, or whether a particular record (electronic or otherwise) is required to be maintained, should be directed to the CCO.

Policy and Procedures

This Policy applies to communications in all media, including e-mail, fax, telephone and voicemail. Employees are reminded that they are required to act with integrity, competence, dignity, and in an ethical manner when dealing with the public, Clients, prospective Clients, the Company, and their fellow Employees. An Employee’s use of the Company’s e-mail, computer, internet, telephone and voice-mail systems is held to the same standard as all other business communications, including compliance with anti- discrimination and anti-harassment policies, all in the form that such policies may be adopted by the Company from time to time. The Company expect its Employees to use good judgment in their use of these systems.

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As noted above, electronic communications systems, particularly the internet and internal and external e-mail, are resources of vital importance for both regulators and advisory Clients. Given the vast accessibility of these technologies, it is quite easy to overlook the significant risks associated with their use. Thus, all of the Company’s Employees must take great care in using the internet and in communicating with business associates just as one would when using print or any other media. The internet is a public forum as opposed to a private or secure network. One should always assume that nothing written in an e-mail communication is private.

i. Correspondence

Any written electronic communications sent by an Employee to Clients, customers, service providers, another Employee, or any other party, including e-mail and fax should be treated in the same manner and with the same care as letters or other official communications on the Company’s letterhead. In addition, such communications are subject to the recordkeeping requirements under the Advisers Act. Client Complaints that are received by an Employee via e-mail must immediately be forwarded to the CCO and logged in accordance with the Company’s Client Complaint Policy as stated in Section III.F.1. of this Manual.

ii. Electronic Mail

Employees must take care in sending e-mail inside and outside the Company. Employees should assume that e-mail sent from the Company’s computers is not secure and, therefore, must avoid sending e-mails that contain highly confidential information except as specifically set forth above (i.e., for bona fide business purposes to recipients only on a “need to know” basis). Certain e-mails that are sent to more than one person (including Clients and prospective Clients, but not purely internal the Company’s personnel) may generally be considered by the SEC to be advertisements that are subject to the marketing and advertising rules under the Advisers Act. Thus, the same care should be taken in creating an e-mail as that which is taken when creating a formal marketing or promotional piece. (Please see “Marketing” in Section V. of this Manual.)

a. E-mail Retention¹³⁴

Under applicable Advisers Act regulations, the Company is required to retain written communications:

●

with Clients or prospective Clients, including but not limited to all agreements and all communications relating to investments or proposed investments;

●

as to the receipt, disbursement or delivery of funds or securities and the placing or execution of all orders to purchase or sell any security; and

●

related to any recommendations made or proposed to be made or any advice given or proposed to be given.

¹³⁴ Policy: Recordkeeping – email retention [C12]

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b. E-mail Storage

The Company has implemented an e-mail storage solution in which all e-mail (incoming and outgoing) is systematically retained and archived. These e-mails are never deleted, even if an Employee deletes the e-mail from his or her Outlook folders. Notwithstanding any proactive e-mail or other document retention solution implemented by the Company, all Employees are required to comply with this policy without exception, and company laptops, hard-drives and areas of the network may be monitored from time to time to verify compliance with this Policy and are subject to inspection by the Company, the SEC or other regulatory authorities.

c. Privileged E-mail Communications

If you believe an e-mail you have drafted pertains to a legal matter which is subject to the Attorney-Client privilege, you should indicate, on the subject line of the e-mail, “Attorney Client Privileged Communication” and include a brief (one to five word) description of the subject matter to which the e-mail pertains in order to enable the Company to monitor and log privileged communications as may be appropriate.

d. Personal E-mail Accounts

The Company reserve the right to block, suspend or terminate access to personal e-mail accounts and services at its discretion. Employees may not make use of personal e-mail for a business-related purpose and should never use personal e-mail for business-related communications such as distribution of marketing materials, notices to the Company’s service providers, trade confirmations, and/or responses to Client requests, among other things. Employees are permitted to make reasonable personal use of their Company e-mail account to send or receive personal e-mails. However, such use should not interfere with the Company’s business activities or involve a meaningful amount of an Employee’s time or Company resources. As always, all e-mail, whether business or personal, must be appropriate in both tone and content. Employees acknowledge that the Company and its authorized agents have the right to access and obtain all e-mails, including personal e-mails, which Employees send or receive through Company computer network and mail servers. Employees acknowledge that all of their e-mails will be maintained by the Company and may be subject to, at any time and without notice to any Employee, monitoring and review by the Company and/or its authorized agents as permitted or required by law or regulatory authorities. Employees expressly consent to such monitoring and review by the Company and by the regulatory authorities including the SEC.

iii. Instant Messaging, Chat Rooms and Social Media

Due to the difficulty associated with monitoring and maintaining instant messages and postings made in chat rooms or in various social media services and platforms, Employees are prohibited from (i) using instant messaging, chat rooms or social media platforms (including the social media platforms listed below) for business purposes (other than the use of Bloomberg Chat which provides for the retention and archiving of messages), and (ii) from publishing any information regarding the Company (including the Company name), its Employees, its advisory Clients, its investment strategy or its investment recommendations in any manner whatsoever including but not limited to chat rooms and social media platforms such as Facebook, MySpace, LinkedIn¹³⁵ or Twitter. Employees should be aware that the use of endorsements or recommendations on social media platforms may be viewed by the SEC or other regulators as testimonials and violative of SEC advertising rules (Please see “Marketing” in Section V. of this Manual.). The Company retains the right to monitor, limit and/or prohibit instant messaging (internally and externally) and use of various social media platforms as deemed appropriate by the CCO in consultation with Senior Management Team.

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iv. Text Messaging

Employees are strictly prohibited from using text messages for business purposes or to convey work-related information or messages.

v. Bloomberg E-mail and Bloomberg Instant Messages

Designated Employees make use of Bloomberg-based electronic communications services in the course of the fulfillment of their job responsibilities. Such communications may include communications that the Company is required by the Advisers Act or has otherwise determined to retain. Because the Bloomberg services are outside of the Company’s internal e-mail system, the Company may implement a third-party retention and archiving service to store all Bloomberg E-mail and Bloomberg instant messages in a retrievable, searchable format that can be reviewed by the CCO or an appointed designee and that will facilitate production of these communications to regulators or, if required, during the course of litigation or SEC examination or other action.

vi. PIN Function on Mobile Devices

A PIN or password protection function must be activated on any smart phone or other mobile device (i.e., iPhone, iPad, tablet, etc.) used to access work-related information, including a work-related e-mail account. This requirement applies to devices issued by the Company and personal mobile devices used to access a work-related e-mail account.

vii. Prohibited Communications

The Company prohibits Employees from using its computers and network facilities to do any of the following:

●

transmit externally any documents marked “For Internal Distribution Only” or forward any e-mail automatically to an outside e-mail account;

●

“hack” or attempt to gain unauthorized access to computers or databases, tamper or interfere with electronic security mechanisms, misrepresent a user’s identity (for example, “spoofing”) or disseminate intentionally any viruses or other destructive programs;

●

establish a personal business or use our facilities for personal profit;

¹³⁵ Notwithstanding the prohibitions set forth in this section, Employees may include their name, job title and dates of employment on business-related social media sites such as LinkedIn.

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● download, install or execute software, including patches and upgrades, without our prior approval;

● distribute or receive pornographic or other offensive content.

viii. Electronic Delivery of Regulatory Documents

The Company may arrange for the delivery of investment adviser regulatory documents and other communications to advisory Clients by electronic means. The delivery of such documents, including, among other things, the Company’s Form ADV and Privacy Policy, must be made in accordance with the three elements of Notice and Consent, Access, and Evidence of Delivery as discussed more fully below.

a. Notice and Consent

Information provided electronically (i.e., on the Company’s website, corporate extranet, or in an e-mail sent by an Employee to a Client) provides notice to the Client that they have received something important and allows the Client to consent to such receipt.

b. Access

Those who are provided with electronic documents should have access comparable to that of a paper document. The use of a particular medium (i.e., internet website or e-mail) should not be so burdensome that intended recipients cannot effectively access the information provided. Persons to whom information is sent electronically must have an opportunity to retain the information through the selected medium (i.e., recipient should be able to either download or print information delivered electronically such that they can maintain a permanent record).

c. Evidence of Delivery

When providing documents electronically, one must have reasonable assurance that such documents have been actually delivered. In order to evidence satisfaction of delivery obligations the Company may obtain evidence the Client has actually received the document (i.e., return receipt). In order to satisfy the requirements with respect to the electronic delivery of regulatory documents, the CCO or a designee will: (1) draft a letter through which a Client can indicate that they would prefer to receive document (i.e., custodian statements) in electronic format and (2) send such documents with “return-receipt” and “read” function so that the Company can determine that the e-mail has been received and or otherwise accessed.

ix. Security

The internet is not a secure environment. Files and e-mail can be intercepted and read by technically savvy internet users, including Company competitors. All Employees should attempt to limit the amount of confidential, classified, or proprietary information that is transmitted electronically to only that which is absolutely necessary and required to conduct one’s job.

x. Reporting Problems

If sensitive information is lost, disclosed to unauthorized parties or suspected of being lost or disclosed, Employees must immediately notify the CCO. In addition, the Company’s IT Task Force should be notified if any unauthorized use of the Company’s information systems has taken place, or is suspected of taking place. Similarly, when passwords or other system access control mechanisms are lost, stolen, or disclosed, or suspected of being lost, stolen, or disclosed, the CCO and the IT Task Force should be notified immediately. All unusual system behavior, such as missing files, frequent systems crashes, misrouted messages and the like should be reported immediately to the CCO and the IT Task Force as one of these issues may indicate a computer virus infection or similar security problem. Employees should not open a suspect email or access a suspect link without first notifying and conferring with the IT Task Force in order to verify the authenticity of the message. Please see Appendix VIII of this Manual for more information related to the Company’s Cybersecurity Plan.

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4. Monitoring and Surveillance Program¹³⁶

In order to ensure compliance with this Policy, the Company reserves the right, subject to applicable law, to monitor (which includes, without limitation, the right to access, disclose, record or review) for any purpose, all electronic communications transmitted via the Company’s electronic communications network and systems, and all communications, information or materials created or stored on Company network and systems or on an Employee’s individual workstation. Thus, Employees should be mindful that their e-mails may be reviewed on a random basis by the Company or its authorized agents.

C. Proper Use of Information Resources

These are the general standards and requirements relating to the proper use of the Company’s information resources and the use of electronic communication methods.

1. Standards Governing Information Resources Usage

The Company’s business is highly dependent upon the Company’s information processing resources. All Employees must be aware of the Company’s policy concerning the appropriate use of these resources, and of the responsibility we share in their protection. Legal, regulatory, and business obligations require that we protect the information resources entrusted to us, and that we use these resources for the Company’s business purposes.

Good business judgement and adherence to ethics should govern all correspondence, to protect the Company’s confidential and proprietary information, and from exposure to liability for unauthorized acts. Information distribution should be limited to those with a need to know.

When drafting correspondence, Employees should use good judgement as to content, and limit distribution to the smallest number of people appropriate. The “Newspaper Rule” (“Never write anything you wouldn't want to see on the front page of The New York Times”) is a good guide, to protect both the Company’s and the individual’s reputation.

While limited by the Company’s right to retrieve and read communications, correspondence is to be treated as confidential by other Employees—to be read only by the person to whom addressed.

¹³⁶ Policy: Email surveillance [P30]

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Approved communication methods (Company e-mail) and Company-provided internet access should only be used for business-related purposes.

2. Prohibited Activities

Examples of activities, without limitation, which would constitute improper usage, or failure to adequately protect resources include:

●

Failure to convert communication with Clients regarding investments or other business activities into approved format, the Employee’s assigned Company e-mail address.

●

Failure to maintain the confidential nature and integrity of the resources used by the Company. Disclosing information or messages from the Company’s e-mail system to anyone other than authorized persons.

●

Failure to encrypt or password-protect any Client statements or confidential material.

●

Business information for which well-defined audit trails are required.

●

Third-party advertisements or solicitations.

●

Responding to unsolicited or junk e-mail (spam).

●

Broadcasting messages of a personal nature, such as holiday greetings.

●

Disguising one’s identity in e-mail (“spoofing”).

●

Using inappropriate language.

●

Spreading of rumors or making slanderous comments.

●

Unauthorized access, including unauthorized attempts to browse, modify, or destroy data.

●

Unauthorized use or attempted use of another individual’s access ID and password.

●

Abuse of authorized access, including browsing or modifying Company information for non- business reasons.

●

Failure to protect confidential passwords and unattended active workstations. This could result in an access ID or a workstation being used inappropriately, and the individual responsible for the access ID or the workstation being held responsible for the inappropriate action. Each employee is responsible for using available system security features when appropriate.

●

Unauthorized introduction of hardware, software, or data which has not been approved by the CCO or appointed designee.

●

Unauthorized connection to third-party systems.

●

Unauthorized removal of hardware, software, or data.

●

Unauthorized copying of licensed software. Unauthorized software duplication is illegal and can result in the payment of civil damages to the software vendor, as well as criminal penalties, including fines and imprisonment.

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●

Attempts to circumvent a system’s security and integrity. This includes destruction of access logs, circumvention of security controls, and attempts to “capture” other individuals access credentials.

●

The introduction of computer viruses, or other disruptive or malicious software.

●

Failure to utilize virus scanning software or failure to act upon warning notices.

●

Access or exchange of illegal, inappropriate, or offensive material.

●

Creation or dissemination of inaccurate of defamatory information.

●

Conduct any form of illegal activity.

●

Utilization for personal gain—personal profit; non-approved fundraising; political, charitable, or religious activity; etc.

D. Anti-Money Laundering

Notwithstanding the absence of detailed AML rules applicable to registered investment advisers, the Company has developed these AML policies and procedures (the “AML Policy”) to take efforts to prevent money laundering. As more fully described below, the Company is committed to ensuring that the Company’s business activities comply with applicable federal and state laws and regulations in this area. In furtherance of that objective, the AML Policy was designed to reasonably ensure: (i) the detection and reporting of possible money laundering and suspicious activity; (ii) that all required governmental and regulatory filings are completed fully and accurately and submitted on a timely basis; and (ii) that the Company complies with applicable anti-money laundering laws and regulations.

1. Overview of AML Policy and Purpose

Money laundering is a process by which criminals (including terrorists) seek to conceal the true sources of their ill-gotten gains. Requiring financial institutions to report cash and other financial transactions, as well as suspicious activity, to government agencies is one of the many methods adopted by the federal and many state governments to detect, stop and prosecute criminal and terrorist activity. Individuals engaged in money laundering typically seek to effect transactions at financial institutions because, upon completion, the funds involved in those transactions become much more difficult to trace. Once those funds appear on the books and records of a financial institution, the funds are often easily moved by check or wire transfer, making the origin of those funds much more difficult if not impossible to trace and identify.

The term “money laundering” applies to, among other things, schemes designed to hide or disguise from governmental and other authorities the source of illegally obtained money. Criminals often employ sophisticated methods of disguising the proceeds of their crimes, just as terrorists seek to funnel the proceeds of ostensibly legitimate businesses to fund and execute terrorist plots. Increasingly, they are using the facilities of securities firms, as well as banks, to conceal the source of their ill-gotten gains. The concept of money laundering can also include the activities of individuals and businesses seeking to conceal their earnings from the IRS and state and local taxing authorities.

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FAILURE TO COMPLY WITH MONEY LAUNDERING AND OFAC LAWS COULD RESULT IN SEVERE CRIMINAL PENALTIES AGAINST THE COMPANY, ITS EMPLOYEES AND CERTAIN AFFILIATED COMPANIES. CRIMINAL AND CIVIL PENALTIES CAN INCLUDE IMPRISONMENT, SUBSTANTIAL FINES, LOSS OF BUSINESS LICENSES, AND FORFEITURE OF PROPERTY INVOLVED. EMPLOYEES WHO FAIL TO COMPLY WITH COMPANY POLICY IN THIS AREA MAY ALSO BE SUBJECTED TO DISCIPLINARY ACTION, UP TO AND INCLUDING TERMINATION OF EMPLOYMENT FOR PARTICIPATION IN SUCH ACTIVITIES.

2. Anti-Money Laundering Regulations

The United States Government principally administers and enforces anti-money laundering laws through the U.S. Treasury Department. As described below, depending on the type of financial institution, one or more of the laws listed below may apply. Although currently many of these laws do not apply to the Company or other registered investment advisors, Employees should be familiar with the statutory and regulatory framework and should take action if they become aware of suspicious activity that could indicate money laundering:

●

Bank Secrecy Act (“BSA”) – This federal law, and the regulations enacted pursuant thereto, includes requirements to report currency transactions, maintain specific records including wire transfer documentation, report suspicious activities, and maintain and implement anti-money laundering compliance programs with certain required elements. The BSA and underlying regulations are enforced by the U.S. Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”) office. FinCEN may work together with parallel state, federal and industry bodies, such as the SEC, to govern and monitor compliance with the law and applicable regulations.

●

Internal Revenue Code (IRC 60501) – Section 60501 of the IRC Requires that certain financial institutions report any transaction involving the receipt of currency in an amount greater than $10,000 in a single transaction, or in a series of related transactions, to the IRS on Form 8300.

●

USA Patriot Act – This federal law requires financial institutions (which includes both registered, open-end investment companies and broker-dealers) to develop and implement written anti-money laundering programs that include internal policies, procedures and controls; a designated AML compliance officer; an ongoing employee training program; and an independent review of the program. Similar regulations were proposed (but not adopted) with respect to registered investment advisers.

●

OFAC – The Treasury Department’s Office of Foreign Assets Control (“OFAC”) enforces various statutes and regulations prohibiting trade and financial/commercial transactions with certain countries, their governments or officials, specially designated nationals (SDNs), drug traffickers or terrorists. OFAC identifies these individuals and entities on its Specially Designated Nationals and Blocked Nations List, which are continuously updated.

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3. Employee Responsibilities

i. General Summary of Responsibilities

All Employees have an ongoing obligation to avoid transactions with individuals or organizations that seek to use the Company’s services and products to launder money or otherwise carry out illegal activities and to be especially vigilant with respect to risks arising out of the Company’s capital raising activities. While the Company may rely on the AML policies and procedures adopted by its service providers including custodians, administrators and broker-dealers, such reliance will not shield the Company or its Employees from liability if they were aware of, or should have been aware of, suspicious circumstances surrounding a particular transaction. Employees must be careful to avoid in any way facilitating the receipt of proceeds from, or unwittingly aiding in transactions that could be linked to criminal activities of any kind.

The CCO, with the assistance from duly appointed designees, has the primary responsibility for implementing, maintaining and enforcing the Company’s AML policy. As discussed below, Company Employees responsible for engaging with new advisory Clients, and later supervising or managing Client relationships, are in the best position to “know your customer” and should document all steps taken to “know” customers and their transactions. In addition, Company Employees involved in the clearance (e.g., processing of new Client account, assignments and/or redemption requests) and other asset flow activities should be on alert for “suspicious” movements, activities or requests.

ii. Specific Responsibilities

The essential principles of the AML Policy and the specific employee responsibilities there under for the prevention and detection of money laundering are as follows:

a. General Customer Due Diligence – “Know Your Customer”

The Company’s best opportunity to safeguard itself from participating in Client-related money laundering arises at the beginning of the customer relationship. Prior to accepting an Advisory Contract from a prospective Client, the Company (which includes, for this purpose, its Clients custodians, banks, broker-dealers, administrators or other third-party service providers) shall conduct sufficient due diligence to “know its customer.” This exercise includes the collection of identifying ownership information in order to permit the Company or its agents (e.g., custodians, banks, broker-dealers, administrators or other third-party service providers) to perform an “AML Check” against relevant lists such as SDNs and Blocked Nations.

The due diligence procedures or amount of information necessary to perform an appropriate AML Check will vary depending on the type of Client and/or preexisting familiarity. Certain corporate or institutional Clients, by the nature of their business and ownership are publicly known and financially transparent. These Clients will require a lesser degree of scrutiny by the Company, and include entities that:

● are traded on a public, regulated exchange and/or file periodic financial reports;

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● are regulated and reviewed by governmental or industry regulators such as a state or municipal pension fund;

● submit to periodic independent audits by recognized accounting firms; or

● are otherwise entities that are recognized and well known publicly.

At a minimum, before an Advisory Contract or similar documents are accepted from a potential Client, the Company (in the person of the CCO, appointed designee directly or indirectly through the engagement of an outside service provider such as custodians, banks, broker-dealers, administrators or other third-party service providers) will collect sufficient information about the prospective Client and the financial institution form which any capital commitment originates, in order to perform an AML Check. Such information may include:

● the identity of the Client and/or beneficial owner(s) of the account;

● the nature and source of the Client’s and/or beneficial owner’s business and assets;

● develop an understanding of the Client’s sophistication and investment objectives; and

● consider whether the Client presents a reputation concern to the Company.

If any part of this due diligence effort produces a questionable or suspicious result, it must be brought to the immediate attention of the CCO.

iii. Cash Transactions

The Company does not take custody or possession of advisory Client cash or cash equivalents. In every instance, investor or advisory Client “contributions” are sent directly to the custodian, prime broker or third party administrator. Accordingly, the reporting obligations in this area do not apply to the Company and its business activities.

iv. Compliance with OFAC Regulations

The Company and its Employees must comply with the trade embargoes and economic sanctions imposed by OFAC. The restrictions and sanctions imposed by OFAC against identified countries and individuals vary from time to time and, accordingly, the Company’s CCO or appointed designee, including, for this purpose, a custodian, bank, broker-dealer, administrator or other third party service provider, must check the most current version of the OFAC List on the U.S. Treasury’s website before the Client is accepted at the Company. Such safeguards will help to ensure that the Company does not inadvertently accept the Client that could be connected to any of the sanctioned countries, individuals or corporate entities listed. If any match is identified, that “hit” must be brought to the immediate attention of the CCO who will in turn take whatever additional steps are deemed necessary and appropriate.

v. Additional Web-Based Informational Resource Checks

In addition to the above mentioned OFAC check, the Company’s CCO or appointed designee, including, for this purpose, a custodian, bank, broker-dealer, administrator or other third party service provider, must also check the Financial Action Task Force (“FATF”) website to determine whether a prospective advisory Client is from a country identified as a jurisdiction not meeting international money laundering standards (i.e., is listed as a Non-Cooperative Country and Territory (“NCCT”)). If the advisory Client is from a NCCT jurisdiction, that fact must be brought to the immediate attention of the CCO for further review.

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vi. Third Party Service Providers

In cases in which the Company relies on third party service providers (such as custodians, banks, broker-dealers, prime brokers, administrators or other third party service providers) to perform advisory Client identity checks, the CCO or a duly appointed designee will periodically review their respective AML programs to ensure that they have adopted appropriate AML programs and have assumed responsibility for aspects of the Company’s AML Policy.

vii. Ongoing Monitoring

The task of safeguarding the Company from money laundering concerns does not end after a Client is accepted. The monitoring of Clients – both new and longstanding – must include consideration of whether investments in advisory Clients are being used for questionable purposes. Any information learned by an Employee that raises the question of Client integrity in this area should be brought to the immediate attention of the CCO for review. Ongoing monitoring responsibilities include the following:

●

Client relations and administrative personnel (e.g., back office services) must familiarize themselves, if relevant, with their assigned Client’s normal contribution and distribution activities, and other usual market practices in order to reasonably recognize anomalous behavior.

●

Any suspicions concerning the source of assets or the nature of a transaction must not be ignored.

●

It is the active responsibility of all Employees to seek to ensure that the Company’s facilities are not being misused for any illegal purpose.

●

The Company is required to report any “suspicious activity” by investors. Suspicious activity includes any transaction in which Company Employees:

○

knows, suspects, or has reason to suspect that the activity involves illegal proceeds;

○

knows or suspects that the transaction’s purpose is to evade the currency transaction reporting requirement; or

○

detects a transaction appearing to have no business purpose or varying so substantially from the investor’s normal commercial activities as to have no reasonable explanation.

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viii. Reporting, Training and Review

a. Reporting

All Company Employees must promptly report any suspicious activity or questionable conduct to the CCO so that the Company can inquire more fully into the circumstances and determine any possible reporting obligations. The CCO shall take whatever steps are necessary and appropriate, including assisting Company personnel with reporting responsibilities they may have, independently reporting the transaction or activity to the appropriate government agency or regulatory authority, including filing a Suspicious Activity Report (“SAR”) with the Department of the Treasury if necessary, or taking any other corrective or remedial steps deemed appropriate at that time.

b. Training

Training is an important part of any effective compliance program. This is especially true in an area of the law, like this, that continues to evolve rapidly as the government continues to address current challenges that affect national security. To ensure that the Company’s

Employees further company objectives and satisfy regulatory obligations, Employees will continue to receive periodic training.¹³⁷ Training in this area will be conducted by the CCO, Blue River and/or outside legal (or other professional) advisers and will be conducted periodically based upon changes in the law and other relevant factors and the risk profile based on the Company’s then-existing advisory business (e.g., frequency of other training programs and other educational or compliance initiatives).

c. Review

The CCO, with the assistance from Blue River, as part of the regular review of functional areas, will periodically test compliance with the Company’s AML Policy and procedures as appropriate.

E. Disaster Recovery and Business Continuity

As part of its fiduciary obligation to its Clients, and as a matter of best business practices, the Company has adopted the policies and procedures for disaster recovery and for continuing the Company’s business in the event of a disaster attached hereto as Appendix VII. These policies are designed to allow the Company to resume providing service to its Clients in as short a period of time as possible. These policies are, to the extent practicable, designed to address those specific types of disasters that the Company might reasonably face given its business and location. The CCO shall be responsible for the management and administration of the Company’s business continuity plan.

¹³⁷ Although general compliance training received by all Employees will normally include a review of the AML Policy, specific training will be provided if and as appropriate to those employees who have responsibilities that are more relevant to this effort (e.g., Investor Relations personnel and certain finance or accounting and operations personnel).

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F. Cybersecurity Plan

Information Technology is a crucial element of the Company’s success in providing critical services to its Clients. IT Security is required in order to protect sensitive Client and Company information, and to ensure continuity of operations. To ensure a secure environment for our IT assets, the Company maintains cybersecurity policies, procedures, and standards located in Appendix VIII.

G. Service Provider Oversight

1. General

Third-Party Service Providers and Vendors (“Service Providers”) consist of service providers that provide critical and non-critical functions across all functional areas of the Company. This policy will apply to those Service Providers who provide critical functions to the Company. Critical function Service Providers are defined as (i) those Service Providers who the Company utilizes in order to carry out its investment mandate for its Clients; (ii) who pursuant to the services provided to the Company would have a business need to obtain personally identifiable information (“PII”) about the Company’s Clients or Company proprietary and/or confidential information; and (iii) have access to or are responsible for providing the Company’s data management and electronic storage, access or communications.

The Company relies upon certain Service Providers in order to fulfill its core business functions. To monitor the relationship with Service Providers and to help ensure the protection of the Company’s confidential information, the Company has implemented the following policies and procedures.

2. Service Provider Selection

Prior to engaging a Service Provider, the Company is obligated to conduct initial due diligence on a potential Service Provider to obtain adequate assurance that Company confidential information and Client PII will remain secure and safeguarded. Such due diligence may include, but will not be limited to seeking information on and addressing the following areas with the potential Service Provider:

●

Handling of Client PII, private and confidential information;

●

Handling of Company PII, private and confidential information;

●

Obtain and review a copy of any SOC /SSAE 16 report or similar audit;

●

Obtain and review a copy of the Service Provider’s disaster recovery and business continuity plan to ensure the adequacy and the ability of the Service Provider to continually provide superior service to the Company and its Clients;

●

Obtain and review a copy of the Service Provider’s information cybersecurity policy and procedures to ensure the adequacy and the ability of the Service Provider to continually safeguard sensitive information;

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●

Obtain appropriate selection and screening information and documentation on the potential Service Provider to assess (i) the nature and quality of services to be provided and the reputation of the Service Provider, (ii) the financial condition of the Service Provider, (iii) the compliance program of the Service Provider, and (iv) its enforcement and litigation history;

●

Obtain appropriate selection and screening information and documentation on the potential Service Provider, including but not limited to reviews, industry standards rankings, customer references;

●

Request and obtain a demonstration of any Service Provider external applications to be used by the Company;

●

An evaluation of the Service Provider’s adequacy of staffing and personnel;

●

An evaluation of the Service Provider’s ability to identify and address conflicts of interest;

●

An evaluation of the Service Provider’s adequacy of employee compliance program training;

●

An evaluation of the Service Provider’s disciplinary actions and reasons for the termination of significant employees; and

●

Review a copy of the proposed services agreement to ensure that any oral or other representation made by the Service Provider are consistent with the written provisions.

All new engagements with any Service Provider must be reviewed and approved by the CCO, prior to executing any Service Provider agreement.

3. Service Provider Management

The Company recognizes the need to maintain a professional working relationship with each Service Provider it engages. This facilitates better dialogue between the Company and the Service Provider, ensures that lines of communication remain open, helps maintain a level of trust between the parties to ensure a good working relationship and protects the security of the Company’s and the Clients’ data. To accomplish these objectives, Company Employees will comply with the following procedures:

●

If an Employee identifies any incident that could be interpreted as a breach of Company or Client sensitive data or information, including PII, private or confidential information, while using the services or external applications of a Service Provider, the Employee shall immediately report the incident to the CCO.

●

The CCO or an appointed designee shall periodically conduct internet searches on the Service Providers to determine whether there is any negative news regarding any engaged Service Provider that could be interpreted as directly impacting the Company’s data security.

●

The CCO or an appointed designee shall periodically communicate with its Service Provider contacts to determine whether there are any issues with data security or the professional relationship with the vendor.

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●

If any issues are noted during the review process or are brought to the CCO’s attention, the CCO will have the primary responsibility to investigate the incident, and in conjunction with the Company’s IT provider, determine how to resolve any issues. If the incident constitutes a Cybersecurity Incident under Incident Response section of the Company’s Cybersecurity Plan, the CCO shall ensure that the Company follows the procedures outlined in the Incident Response section to resolve the incident.

4. Service Provider Oversight

The Company is obligated to conduct on-going due diligence of its Service Providers and to supervise them to assist in furnishing services to the Company and its Clients.

On at least an annual basis, the CCO or appointed designee, in conjunction with Company personnel who work closely with the vendors, will review the quality and completeness of the services provided by the Company’s Service Providers. The review should seek to:

●

Determine the precise services provided by the Service Provider and ensure that an accurate description of these services is disclosed in the Company’s agreement with the Service Provider;

●

Ensure that the Company has an effective written agreement with the Service Provider that acknowledges the services being provided to the Company under the terms of the agreement;

●

Evaluate the overall quality and completeness of the services outlined in the written agreement by speaking with other Company personnel who utilize the services;

●

Obtain the Service Provider’s information cybersecurity policy and procedures and conduct an assessment to determine whether the Service Provider has sufficient security safeguards in place to protect sensitive information including but not limited to, Client PII and the Company’s non-public and proprietary information obtained pursuant to the agreement with the vendor;

●

Obtain the Service Provider’s disaster recovery and business continuity plan to ensure the adequacy and the ability of the Service Provider to continually provide superior service to the Company and its Clients;

●

Obtain and review a copy of any SOC /SSAE 16 report or similar audit; and

●

If the Company or any personnel have any reason to believe that a vendor is failing to meet the terms of its agreement or that sensitive information is not being protected and/or safeguarded, he or she must immediately report the possible violation to the CCO.

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APPX I – Page 1

APPENDIX II

FIRM PERSONNEL CHART

This personnel chart of the Company may be amended or revised from time to time, to ensure accuracy please obtain a current up-to-date personnel chart by contacting the CCO.

Name	Hire Date	Email	Title	Access Person	Covered Associate	Investment Adviser Representativ	Broker- Dealer Representativ	CRD
Barrie, Linda Jo	03/09/18	jbarrie@chiltoncapital.com	Operations	Yes	No	No	No	--
Beck, Zachary A.	10/04/10	zbeck@chiltoncapital.com	Operations and Research	Yes	Yes	No	No	4132653
Cauthorn, Julia J.	03/09/18	jcauthron@chiltoncapital.com	Client Service/Sales	Yes	Yes	Yes	No	811397
Cooperrider, Kurt F.	08/05/13	kcooperrider@chiltoncapital.com	Operations	Yes	No	Yes	No	6688772
Egan, Kevin Rich	03/29/21	kegan@chiltoncapital.com	Investment Research - REIT	Yes	No	No	No	--
Eixmann, Bradley J.	04/17/17	beixmann@chiltoncapital.com	Chief Investment Officer	Yes	Yes	Yes	No	4416889
Frank, Brandon J.	04/17/17	bfrank@chiltoncapital.com	Chief Financial Officer and Portfolio Manager	Yes	Yes	Yes	No	4318809
Garrison, Bruce G.	07/01/11	bgarrison@chiltoncapital.com	Investment Research - REIT	Yes	Yes	Yes	No	810287
Genung, Laura L.	01/13/05	lgenung@chiltoncapital.com	Management and Client Service/Sales	Yes	Yes	Yes	No	5110735
Latchett, Katherine E.	03/09/18	klatchett@chiltoncapital.com	Operations	Yes	No	No	No	--
Lerner, A. Ronald (Ron)	06/02/02	rlerner@chiltoncapital.com	Client Service/Sales	Yes	Yes	Yes	No	307110
Lootens, Timothy J.	04/01/07	tlootens@chiltoncapital.com	Management and Client Service/Sales	Yes	Yes	Yes	No	4908918
Marshall, Jennifer R.	11/09/20	jmarshall@chiltoncapital.com	Client Service/Sales	Yes	No	No	No	--
Nimmo, Sean M.	06/20/11	snimmo@chiltoncapital.com	Client Service/Sales	Yes	Yes	Yes	Yes	4826911
Reyes, Ramon G.	10/06/14	rreyes@chiltoncapital.com	Operations and Trading	Yes	No	No	No	3219592
Robertson, John E.	04/01/07	jrobertson@chiltoncapital.com	Management and Client Service/Sales	Yes	Yes	No	No	--
St. Paul, Armand (Chris)	08/22/11	cstpaul@chiltoncapital.com	Compliance and Operations	Yes	Yes	Yes	No	1765513
Stavar, Michael J.	01/01/11	mstavar@chiltoncapital.com	Client Service/Sales	Yes	Yes	Yes	No	4337965
Underwood, Jr., David M.	09/15/05	dmunderwood@chiltoncapital.com	Management, Finance and Accounting, and Investment Research – Fixed Income	Yes	Yes	Yes	No	2467709
Waldrum, Diana H.	10/20/09	dwaldrum@chiltoncapital.com	Operations, Finance and Accounting	Yes	No	No	No	--
Werner, Matthew R.	06/15/11	mwerner@chiltoncapital.com	Investment Research - REIT	Yes	Yes	Yes	No	5192954
Willingham, Burton J.	03/09/18	bjwillingham@chiltoncapital.com	Client Service/Sales, Investment Research	Yes	No	Yes	No	2591855
Wozencraft, Jr.,Frank M.	03/09/18	fwozencraft@chiltoncapital.com	Client Service/Sales	Yes	No	Yes	No	2417847
Yopp, Barbara A.	03/17/14	byopp@chiltoncapital.com	Operations	Yes	No	No	No	--

APPX II – Page 1

APPENDIX III

CODE OF ETHICS

A.	Introduction

1.	Purpose

Chilton Capital Management LLC (the “Company” or “Firm”) maintains a policy of strict compliance with the highest standards of ethical business conduct and the provisions of applicable federal securities laws, including rules and regulations promulgated by the U.S. Securities and Exchange Commission (the “SEC”). In particular, Rule 17j-1 under the Investment Company Act of 1940, as amended (the “1940 Act”) and Section 204A under the Investment Advisers Act of 1940, as amended (the “Advisers Act” and together with the 1940 Act, the “Rules”), requires the Company to adopt a written code of ethics containing provisions reasonably necessary to prevent an “Access Person”¹³⁸ from engaging in any act, practice or course of business prohibited by the Rules. This Code of Ethics (the “Code”) applies to each employee, partner, member, director, officer and manager of the Company, as well as other persons under the supervision and control of the Company, including interns, temporary or contract workers (each, an “Employee”).

This Code is predicated on the principle that the Company owes a fiduciary duty to all of its advisory clients. Every fiduciary has the duty and a responsibility to act in the utmost good faith and in the best interests of the client and to always place the client’s interests first and foremost. Accordingly, the Company’s Employees must avoid activities, interests and relationships that run contrary (or appear to run contrary) to the best interests of the Company’s advisory clients. The Company’s advisory clients are each, a “Client” and collectively, the “Clients”¹³⁹.

In addition, this Code has been adopted to ensure that Employees who have knowledge of Client transactions will not be able to act thereon to the disadvantage of the Company or its Clients. It is the responsibility of each Employee to understand the various laws applicable to such Employee and to conduct personal securities transactions in a manner that does not interfere with the transactions of the Company or its Clients, or otherwise take unfair advantage of the Company or its Clients. Furthermore, the purpose of this Code is to establish standards and procedures for the detection and prevention of activities by which persons having knowledge of Client transactions and investment intentions of the Company and its Clients may abuse their fiduciary duty to the Clients of the Company, and otherwise to deal with the types of conflict of interest situations addressed by the Rules, including establishing procedures that, taking into consideration the nature of the Company’s business, are reasonably designed to prevent misuse of material non-public information in violation of the federal securities laws by persons associated with the Company.

The Code does not address every possible situation that may arise. Consequently, every Employee is responsible for exercising good judgment, applying ethical principles, and bringing violations or potential violations of the Code to the attention of the Chief Compliance Officer of the Company (the “CCO”). Any questions regarding the Company’s Code should be directed to the CCO. Please see herein below of this Code, Section A.3. “Reporting of Violations” for more information.

	¹³⁸	“Access Person” means any employee, partner, member, director, officer, or manager of the Company, as well as other persons under the supervision and control of the Company, including interns, temporary or contract workers who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding, the purchase or sale of securities by an advisory client of the Company, or whose functions relate to the making of any recommendations with respect to such purchases or sales. *The Company treats all Employees as Access Persons for the purpose of this Code.*
	¹³⁹	The terms “Client” or “Clients” have the same meaning as defined in Section I.A.2. of the Company’s Manual.

APPX III – Page 1

2.	Condition of Employment or Service with the Company

This Code applies to each Employee of the Company. Employees shall read and understand this Code and uphold the standards of the Code in their day-to-day activities at the Company. Compliance with the Code shall be a condition of employment or continued affiliation with the Company and conduct not in accordance herewith shall constitute grounds for sanctions (including, without limitation, reprimands, restrictions on activities, disgorgement, termination of employment, or removal from office). Each Employee shall sign the acknowledgement form attached hereto as Exhibit A indicating his or her receipt and understanding of, and agreement to comply with this Code.¹⁴⁰ Such signed acknowledgement shall be returned to the CCO and may be submitted electronically via the online Compliance Portal (defined below).

In order to ensure the completion of all documentation, the CCO or designee will request all exiting Employees complete the form attached to hereto as Exhibit B indicating the completeness of their compliance documentation during the period that they were subject to the Company’s policies and procedures.

3.	Administration of Code

The CCO of the Company is responsible for the general administration of the policies and procedures set forth in this Code. The CCO shall review all reports submitted pursuant to this Code, answer questions regarding the policies and procedures set forth in the Code, update this Code as required from time to time, and arrange for appropriate records to be maintained, including copies of all reports submitted under this Code. The CCO shall be responsible for all aspects of administering and all interpretive issues arising under this Code. The CCO is responsible for considering any requests for exceptions to, or exemptions from, the Code. Any exceptions to, or exemptions from, the Code shall be subject to such additional procedures, reviews, and reporting as may be deemed appropriate by the CCO. Furthermore, the CCO is responsible for the periodic review of the policies and procedures of the Company set forth in this Code for adequacy and effectiveness of implementation, as more fully described in Section I.F. of the Company’s Regulatory Compliance Manual and Code of Ethics (the “Manual”).¹⁴¹

In connection with maintaining the Company’s compliance program, the Company has retained Blue River Partners, LLC (“Blue River”), a third-party service provider, to assist in the day-to-day administration of its operations and these policies and procedures, including updating these policies and procedures and further developing the testing of these policies and procedures, as well as coordinating an annual review of the Company’s compliance program. To facilitate compliance reporting and documentation, Blue River hosts an online compliance reporting tool, “My Compliance Office” sponsored by the vendor TerraNua (the “Compliance Portal”). The Compliance Portal’s user-friendly features allow an efficient online administration of the compliance program tailored to Company’s specific needs. All Employees are required to maintain an account and make all disclosures via the Compliance Portal, through which Employees are able to comply with the various reporting and disclosure obligations outlined throughout this Code. Blue River and the CCO work “hand in hand” in maintaining and reviewing the Company’s compliance program including the review and approval of disclosures made via the Compliance Portal. In addition, the CCO and Blue River periodically have compliance teleconferences to discuss and review the Company’s compliance program and other compliance related items and functions relating to the Company.

	¹⁴⁰	Policy: Employee reporting – Manual and COE acknowledgements (annual) [P1, P2]
	¹⁴¹	Note: The CCO may designate certain individuals to administer compliance policies and procedures contained within this Manual (“designees”). Designees may include both third-party service providers as well as individuals within the Company.

APPX III – Page 2

4.	Reporting of Violations

It is the policy of the Company that any violation or suspected violation of applicable laws or of this Code shall be immediately reported to the CCO. An Employee must not conduct individual investigations, unless authorized to do so by the CCO. If an Employee who in good faith raises an issue regarding a possible violation of law, regulation or Company policy or any suspected illegal or unethical behavior, the Company will strive to keep confidential the identity of any such Employee. Complete confidentiality may not be possible in every case, however, where investigation and regulatory reporting may be required. Nonetheless, the Company will not permit retribution, harassment or intimidation of any Employee who in good faith makes any such report. To aid reporting, the Company has adopted the compliance concern reporting and certification form attached hereto as Exhibit C which all Employees must complete and submit to the CCO quarterly via the online Compliance Portal.¹⁴² In the event that the CCO determines that a violation of law has occurred or is likely, the Company will conduct an internal investigation which it will attempt to complete within sixty (60) days following the report by such Employee. Possible Employee sanctions include, without limitation, letters of censure, suspension, termination of employment or such other course of action as may be appropriate under the circumstances.

The CCO will maintain a record of all material breaches of the policies detailed in this Code, as well as the findings of any internal investigations conducted. ^{143 144}

5.	Whistleblower Protection

For the avoidance of doubt, nothing in this Code including the Manual, is designed to prevent or impede an Employee from acting in accordance with applicable federal or state whistleblower statutes, including but not limited to Section 21F(h)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rules 21F-2 and 21F-17 thereunder. Furthermore, it is the Company’s policy that no Employee who submits a complaint made in good faith or reports a violation to a regulatory or law enforcement authority will experience retaliation or any penalty whatsoever. Any Employee who believes he or she has been subject to retaliation or reprisal as a result of reporting a concern or making a complaint is to report such action to the CCO; a member of the Company’s senior management team in the event the concern pertains to the CCO; Blue River via the online Compliance Portal; the Company’s outside legal counsel; or the relevant regulatory or law enforcement authority.

6.	Recordkeeping Requirements

The Company shall maintain the following records at its principal place of business:

●

a copy of each Code in effect during the past five (5) years;

	¹⁴²	Policy: Employee Reporting – Compliance concerns [C6]
	¹⁴³	Policy: Recordkeeping – Internal investigations [C6, C8]
	¹⁴⁴	Policy: Recordkeeping – Policy breaches [C8]

APPX III – Page 3

●

a record of any violation of the Code and any action taken as a result of the violation for at least five (5) years after the end of the fiscal year in which the violation occurs;

●

a copy of each personal trading report required by this Code;

●

a record of all persons required to make reports currently and during the past five (5) years¹⁴⁵;

●

a record of all persons who are or were responsible for reviewing these reports during the past five (5) years; and

●

a record of any decision (and the reasons supporting such decision) to approve any person’s purchase of securities in an initial public offering or private placement, for at least five (5) years after approval.

Please see Section VI.A. of the Company’s Manual for more information on the Company’s recordkeeping requirements.

Standards of Conduct

1.	Company Conduct

The following general principles guide the Company’s corporate conduct:

	●	The Company will act in accordance with applicable laws and regulations;

	●	The Company will provide products and services designed to help clients achieve their financial goals;

	●	The Company will conduct business fairly, in open competition;

	●	The Company will provide employment opportunities without regard to race, color, sex, pregnancy, religion, age, national origin, ancestry, citizenship, disability, medical condition, marital status, sexual orientation, veteran status, political affiliation, or any other characteristic protected by federal or state law; and

●

The Company will support the communities in which it operates.

Employee Conduct

The following general principles should guide the individual conduct of each Employee:

	●	Employees will not take any action that will violate any applicable laws or regulations, including all federal securities laws;

	●	Employees will adhere to the highest standards of ethical conduct;

	●	Employees will maintain the confidentiality of all information obtained in the course of employment with the Company;

	●	Employees will bring any issues reasonably believed to place the Company at risk to the attention of the CCO (except as otherwise permitted or required by applicable law);

¹⁴⁵

Policy: Recordkeeping – update personnel list [P35 – P56]

APPX III – Page 4

	●	Employees will not abuse or misappropriate the Company’s or any Client’s assets or use them for personal gain;

	●	Employees will disclose any activities that may create an actual or potential conflict of interest between the Employee, the Company, and/or any Client;

	●	Employees will deal fairly with Clients and other Employees and will not abuse their position of trust and responsibility with Clients or otherwise take inappropriate advantage of his or her position with the Company;

	●	Employees will comply with the Code.

Falsification or Alteration of Records

Falsifying or altering records or reports of the Company, preparing records or reports that do not accurately or adequately reflect the underlying transactions or activities of the Company or its Clients, or knowingly approving such conduct is prohibited. Examples of prohibited financial or accounting practices include:

	●	Making false or inaccurate entries or statements in any Company or Client books, records, or reports that intentionally hide or misrepresent the true nature of a transaction or activity;

	●	Manipulating books, records, or reports for personal gain;

	●	Failing to maintain required books and records that completely, accurately, and timely reflect all business transactions;

	●	Maintaining any undisclosed or unrecorded Company or Client funds or assets;

	●	Using funds for a purpose other than the described purpose;

	●	Making a payment or approving a receipt with the understanding that the funds will be, or have been, used for a purpose other than what is described in the record of the transaction.

Competition and Fair Dealing

The Company seeks to outperform its competition fairly and honestly. The Company seeks competitive advantages through superior performance, not through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information obtained without the owner’s consent, or inducing such disclosures by past or present Employees of other companies is prohibited. Each Employee should endeavor to respect the rights of and deal fairly with the Company’s Clients, vendors, service providers, suppliers, and competitors. No Employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair dealing practice. Employees should not falsely disparage or make unfair negative comments about its competitors or their products and services. Negative public statements concerning the conduct or performance of any former Employee of the Company should also be avoided.

Prohibition against Insider Trading

1.	Company Policy

Investment advisers and their employees often have access to material information about a public company that has not been publicly disseminated. Federal and state securities laws generally make it unlawful for any person to trade in securities of a publicly-traded issuer while in possession of material, non-public information concerning such issuer or its securities. It is also unlawful to pass material, non-public information to others (a practice known as “tipping”). The persons covered by these restrictions are not only “insiders” of publicly-traded issuers, but also any other person who, under certain circumstances, learns of material, non-public information about an issuer, such as attorneys, investment banking analysts, and investment managers.

APPX III – Page 5

Violations of these restrictions may have severe consequences for both the Company and its Employees. Trading on material, non-public information or communicating such information to others is punishable by imprisonment and criminal fines. In addition, employers may be subjected to liability for insider trading or tipping by Employees. Broker-dealers and investment advisers may be held liable for failing to take measures to deter securities laws violations where such failure is found to have substantially contributed to or permitted a violation.

In light of these rules, the Company has adopted the general policy, applicable to all Employees that an Employee may not trade in any Client or personal account in the securities of any publicly-traded issuer about which the Employee possesses material, non-public information, nor “tip” others about such information.

The laws of insider trading are continuously changing. Employees may legitimately be uncertain about the application of the rules contained in this Code in a particular circumstance. Often, a single question can forestall disciplinary action or complex legal problems. Employees should notify the CCO immediately if they have any questions as to the propriety of any actions or about the policies and procedures contained herein.

2.	Explanation of Insider Trading

The elements of insider trading and the penalties for such unlawful conduct are discussed below. If any Employee has any questions they should consult the CCO.

i.	What is Material Information?

“Material information” is defined generally as information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company’s securities. Information that should be considered material includes, but is not limited to:

	●	business combinations (such as mergers or joint ventures),
	●	changes in financial results,
	●	changes in dividend policy,
	●	changes in earnings estimates,
	●	significant litigation exposure,
	●	new product or service announcements,
	●	private securities offerings,
	●	plans for recapitalization,
	●	repurchase of shares or other reorganization plans,

APPX III – Page 6

	●	antitrust charges,
	●	labor disputes,
	●	pending large commercial or government contracts,
	●	significant shifts in operating or financial circumstances (such as major write-offs and strikes at major plants), and
	●	extraordinary business or management developments (such as key personnel changes).

Material information also may relate to the market for a company’s securities. Information about a significant order to purchase or sell securities may, in some contexts, be material. Prepublication information regarding reports in the financial press also may be material. For example, the United States Supreme Court upheld the criminal convictions of insider trading defendants who capitalized on prepublication information from The Wall Street Journal’s “Heard on the Street” column.

No simple test exists to determine when information is material; assessments of materiality involve a highly fact-specific inquiry. If an Employee is in receipt of non-public information that they believe is not material, they should confirm such determination with the CCO.

ii.

What is Non-Public Information?

Information is non-public until it has been effectively communicated to the market place. One must be able to point to some fact to show that the information is generally public. For example, information found in a report publicly filed with the SEC, or appearing in Dow Jones, Reuters Economic Services, The Wall Street Journal or other publications of general circulation would be considered public.

If the information is not available in the general media or in a public filing, it should be treated as non-public. If an Employee is uncertain whether or not information is non-public, they should contact the CCO.

iii.

Specific Sources of Material Non-Public Information

Below is a list of potential sources of material, non-public information that Employees of the Company may periodically access. If an Employee accesses or utilizes any of these sources of information, whether in connection with their employment duties or otherwise, they should be particularly sensitive to the possibility of receiving material non-public information about a publicly-traded company, and immediately notify the CCO if they feel that they have received material non-public information. This list is provided for general guidance and is not an exclusive list of all possible sources of material non-public information.

iv.

Contacts with Public Companies

Contacts with public companies represent an important part of the Company’s research efforts. The Company may make investment decisions on the basis of conclusions formed through such contacts and analysis of publicly-available information.

Employees must be especially alert to the potential for access to sensitive information during such contacts. Information received from company representatives during a conference call that is open to the investment community is public. The disclosure of this type of information is covered by SEC Regulation FD.

APPX III – Page 7

Difficult legal issues arise, however, when, in the course of contacts with public companies, Employees become aware of material, non-public information. This could happen, for example, if a company’s Chief Financial Officer prematurely discloses quarterly results to an analyst, or an investor relations representative makes a selective disclosure of adverse news to a handful of investors. In such situations, the Company must make a judgment as to its further conduct. To protect themselves, the Company, and its Clients, Employees should contact the CCO immediately if they believe that they may have received material, non-public information.

It is the Company’s policy that all calls or meetings with any employee of a public company must be reported to the CCO via the online Compliance Portal.¹⁴⁶ To the extent that any meeting or contact is not open to the investment community, the CCO may require that Employees issue a standard notification at the beginning of the meeting that they do not wish to receive non-public information. The CCO or designee will maintain a list of all Company contacts with public companies.¹⁴⁷

v.	Contacts with Research Consultants

Employees may wish to engage the services of a third-party research firms (a “Consulting Service”), to assist in their research efforts. Generally, such Consulting Services provide access to experts (each a “Consultant”) across a variety of industries and disciplines. Employees must be especially alert to the potential for access to material non-public or confidential information during such contacts.

Any engagement of a new Consulting Service or Consultant must be pre-approved by the CCO via the Compliance Portal or by completing the form attached to this Code as Exhibit D.¹⁴⁸ In addition, Employees must notify the CCO prior to each contact (whether a call or meeting) with any previously approved Consultant.¹⁴⁹ The CCO or designee will maintain a list of all Company contacts with Consultants.¹⁵⁰

The following guidelines apply to all Employee contacts with Consulting Services and Consultants:

●

Prior to any conversation with a Consultant, Employees must remind or inform such Consultant that (i) the Company invests in publicly-traded securities and (ii) neither the Company nor the Employee wish to receive material, non-public information or confidential information that the Consultant is under a duty, legal or otherwise, not to disclose;

●

The Consultant must acknowledge that he or she is unaware of any conflict with any law, regulation or duty owed to any person or entity that may arise by providing the Company or its Employees with his or her services, or inform the Employee or the Company otherwise;¹⁵¹

	¹⁴⁶	Policy: Pre-clearance – calls/meetings with public company employee [P22, P23, P24]
	¹⁴⁷	Policy: Recordkeeping – list of public company contacts [P24]
	¹⁴⁸	Policy: Pre-clearance – engagement of any consultant [P21]
	¹⁴⁹	Policy: Pre-clearance – contact/meeting with approved consultant [P22]
	¹⁵⁰	Policy: Recordkeeping – list of approved consultants [P24]
	¹⁵¹	Policy: Disclosure – Required consultant disclosures [P23]

APPX III – Page 8

	●	If a Consultant inadvertently discloses material non-public information regarding any company, the Employee must contact the CCO immediately, who will determine if the company must be added to the Restricted List;

	●	The CCO may chaperone calls with Consultants;

	●	Employees may not discuss any company (public or private) with which a Consultant is affiliated, including but not limited to a director, trustee, officer, employee or any other known affiliation;

	●	Employees are reminded of their non-disclosure obligations regarding Company information contained in the Company’s Manual.

vi.

Tender Offers

Tender offers represent a particular concern in the law of insider trading for two reasons. First, tender offer activity often produces extraordinary volatility in the price of the target company’s securities. Trading during this time period is more likely to attract regulatory attention (and produces a disproportionate percentage of insider trading cases). Second, the SEC has adopted a rule that expressly forbids trading and “tipping” while in possession of material, non-public information regarding a tender offer received from the tender offeror, the target company, or anyone acting on behalf of either. In light of these rules, it is the Company’s general policy, which is applicable to all Employees that any Employee in possession of material, non-public information regarding a tender offer is prohibited from trading the tender offer issuer or the target issuer in any Client or personal account and is prohibited from “tipping” others about such information. Any Employee in possession of material, non-public information regarding a tender offer must report it immediately to the CCO.

vii.

Bank Debt

The Company may wish to invest in the bank debt of a public issuer. Investors in bank debt are often privy to material non-public information provided to lenders and investors. Should an Employee decide they need to access private information of a bank debt issuer, they should notify the CCO immediately. Employees are prohibited from accessing non-public information of a bank debt issuer on any loan tracking systems (i.e., Intralinks, SyndTrak Online) without the approval of the CCO. Even if they decide to not access such information, they should exercise caution as there is a heightened risk of inadvertent exposure to private information when investing in bank debt. Any Employee in possession of material, non-public information regarding bank debt must report it immediately to the CCO.

viii.

Directorships and Committee Memberships

Employees may not serve on the board of any company whose securities are publicly traded, or of any company in which the Company or any Client account owns securities, without the prior approval of the CCO or designee. Additionally, Employees may not be a member of the board of directors, creditor’s committee or similar committee, group or informal organization of credit holders, or have similar status with a public issuer, without the prior approval of the CCO or designee.

All outside activities conducted by an Employee must be approved prior to participation by the CCO by completing Outside Business Activities Questionnaire via the Compliance Portal or by completing the form attached to this Code as Exhibit E.^{152
153 154 155} Please see herein below Section F.4. of this Code for additional information regarding outside activities of Employees.

APPX III – Page 9

ix.

Confidentiality Agreements

The Company may enter into confidentiality agreements with issuers, their representatives, or third-party firms relating to the evaluation of a potential transaction in an issuer’s securities. All confidentiality agreements must be disclosed and reviewed by the CCO prior to execution.¹⁵⁶ Confidentiality agreements generally require the Company to maintain information received thereunder in confidence, but may also contain other provisions such as restrictions on trading, restrictions on use of the information or a requirement to destroy or return such information. Employees should be particularly sensitive to information they receive pursuant to a confidentiality agreement as such information is likely to be material non-public information. Employees should also be knowledgeable regarding any restrictions or representations with respect to such information contained in a confidentiality agreement so as to avoid a breach thereunder. If an Employee is uncertain as to their rights and obligations under a confidentiality agreement, they should contact the CCO.

x.	“PIPE” Transactions

Private investments in public companies (“PIPEs”) involve the issuance of unregistered securities in publicly traded companies. Before PIPE investors can publicly trade the unregistered securities, the issuer must file, and the SEC must declare effective, a resale registration statement. To compensate investors for this temporary illiquidity, PIPE issuers customarily offer the securities at a discount to market price. Advance news of a PIPE offering may be material non-public information since the announcement typically precipitates a decline in the price of a PIPE issuer’s securities due to the dilutive effect of the offering and the PIPE shares being issued at a discount to the then prevailing market price of the issuer’s stock. The Employees should notify the CCO immediately and exercise particular caution any time they become aware of non-public information relating to a PIPE offering.

xi.

Market Rumors

Creating or spreading a rumor that is known to be untrue with the intent of affecting the market price of a security could constitute an unlawful attempt to manipulate market prices and should be avoided at all times. In addition, making investment decisions or otherwise acting on information received as a market rumor can carry significant risk for the Company and the Employee, given the inherent lack of certainty that a market rumor is accurate and/or does not constitute material non-public information. Employees should contact the CCO prior to acting on or sharing any information received as a market rumor.

	¹⁵²	Policy: Employee reporting – OBA forms (annual) [P4]
	¹⁵³	Policy: Filings – ADV 2B updates – OBA’s[P6]
	¹⁵⁴	Policy: Filings – NFA updates – OBA’s[P7]
	¹⁵⁵	Policy: Pre-clearance: Board participations [P17]
	¹⁵⁶	Policy: Pre-clearance - Execution of any confidentiality agreement [P20]

APPX III – Page 10

xii.

Penalties for Insider Trading

Employees may face severe penalties if they trade securities while in possession of material, non-public information, or if they improperly communicate non-public information to others. The consequences of illegal insider trading may include:

	●	The Company may terminate their employment;

	●	They may be subject to criminal sanctions which may include a fine of up to $5,000,000 per offense and/or up to twenty years imprisonment;

	●	The SEC can recover Employees’ profits gained or losses avoided through illegal trading, and a penalty of up to three times the profit from the illegal trades;

	●	The SEC may issue an order permanently barring Employees from the securities industry;

	●	Employees may be sued by investors seeking to recover damages for insider trading violations.

	●	Civil penalties of up to the greater of $1 million or three times the amount of profits gained or losses avoided by an Employee; and

	●	Restrictions on the Company’s ability to conduct certain of its business activities.

Insider trading laws provide for penalties for “controlling persons” of individuals who commit insider trading. Accordingly, under certain circumstances, a supervisor of an Employee who is found liable for insider trading may also be subject to penalties.

3.	Compliance Procedures

The following procedures have been established to aid Employees in addressing situations where they have access to material non-public information relating to any company. Each Employee must follow these procedures or risk serious sanctions, including dismissal, substantial personal liability, and criminal penalties.

xiii.

Identifying Material Non-public Information

Before executing any trade for themselves or others, including Client accounts, Employees must determine whether they have access to material, non-public information. Employees should ask themselves the following questions:

	●	Is the information material? Is this information that an investor would consider important in making his or her investment decisions? Is this information that would substantially affect the market price of the securities if disclosed?

	●	Is the information non-public? To whom has this information been provided? Has the information been effectively communicated to the marketplace by appearing in publications of general circulation? Is the information already available to a significant number of other traders in the market?

If after consideration of the foregoing Employees believe that the information is material and non-public, or if they have questions as to whether the information is material and non-public, they should take the following steps:

●

Report the matter immediately to the CCO;

APPX III – Page 11

	●	Do not purchase or sell the securities on behalf of themselves or others, including any Client account;

	●	Do not communicate the information within or outside of the Company other than to the CCO and other persons who “need to know” such information in order to perform their job responsibilities at the Company.

Upon the determination by the CCO that the information received is material and non-public, Employees should complete a Restricted List Addition Form via the Compliance Portal or by completing the form attached to this Code as Exhibit F and return it to the CCO.¹⁵⁷ The CCO will promptly add the name to the Company Restricted List (defined below).

xiv.

Restricted List¹⁵⁸

Receipt by the Company or an Employee of material non-public information, as well as certain transactions in which the Company may engage, may require, for either business or legal reasons, that Client accounts or personal accounts of Employees do not trade in the subject securities for specified time periods. Any such security will be designated as “restricted.” The CCO will determine which securities are restricted, will maintain a list (the “Restricted List”) of such securities and will deny permission to effect transactions in Client or Employee personal accounts in securities on the Restricted List.¹⁵⁹The CCO will periodically disseminate the Restricted List to all Employees as it is updated. No Employee may engage in any trading activity, whether for a Client account or a personal account, with respect to a security while it is on the Restricted List. Restrictions with regard to designated securities are also considered to extend to options, rights or warrants relating to those securities and any securities convertible into those securities.

The CCO will be responsible for determining whether to remove a particular company from the Restricted List. The Employee requesting the removal of an issuer from the Restricted List shall complete a Restricted List Deletion Form via the Compliance Portal or by completing the form attached to this Code as Exhibit G and return it to the CCO.^{160 161}

The Restricted List is confidential and may not be disseminated outside the Company.

xv.

Confidentiality of Material Non-Public Information a. Communications

Communications

Information in Employees’ possession that they identify as material and non-public may not be communicated to anyone, including any person within the Company other than the CCO and those persons who “need to know” such information in order to perform their job responsibilities at the Company.

	¹⁵⁷	Policy: Employee Reporting – restricted list updates [P13]
	¹⁵⁸	Policy: Insider Trading – review of firm trades [P18]
	¹⁵⁹	Policy: Recordkeeping - update Restricted List [P13]
	¹⁶⁰	Policy: Employee Reporting – restricted list updates [P13]
	¹⁶¹	Policy: Recordkeeping - Restricted List additions/deletions [P13]

APPX III – Page 12

b. Information Handling

Employees should take all appropriate actions to safeguard any material, non-public information in their possession. Care should be taken that such information is secure at all times. For example, Employees should not leave documents or papers containing material, non-public information on their desks or otherwise for people to see; access to files containing material, non-public information and computer files containing such information should be restricted; and conversations containing such information, if appropriate at all, should be conducted in private.

An Employee may not make unauthorized copies of material, non-public information. Additionally, Employees must ensure the disposal of any material, non-public information in their possession is authorized (for example, material, nonpublic information obtained pursuant to a confidentiality agreement may be required to be returned in certain circumstances). Upon termination of their employment with the Company, Employees must return to the Company any material, non-public information (and all copies thereof in any media) in their possession or under their control.

Personal Securities Transactions

1.	General

The Company has adopted the following general principles governing personal investment activities by Company personnel:

	●	the interests of Client accounts will be placed in front of any Employee personal transaction. Appropriate investment opportunities must be made for the Company’s Clients before the Company or any Employee may act on them;

	●	all personal securities transactions will be conducted in such a manner as to avoid any actual, potential or perceived conflicts of interest or abuse of an individual’s position of trust and responsibility; and

	●	all Employees will connect read-only feed with an online Compliance Portal for any discretionary accounts. The software runs all Employee trades in these accounts against the Company’s Restricted List daily and provides exception reports for any violations to the CCO within 24 hours. The CCO or his designee reviews these reports daily.

Pre-Clearance Procedures

Prior to executing a personal securities transaction in any Covered Security¹⁶² (defined below), in which the Employee has, or acquires, any direct or indirect beneficial ownership¹⁶³, the Employee must obtain approval from the applicable Portfolio Managers as follows: (i) for REIT securities, Employees must obtain approval from the REIT Portfolio Managers; and (ii) for Non-REIT securities, Employees must obtain approval from the Non-REIT Portfolio Managers. Additionally, once such personal securities transaction is approved by the applicable Portfolio Managers, Employees must also obtain approval from the Trading Desk. An Employee is presumed to have beneficial ownership of Covered Securities that are held by his or her immediate family members sharing the Employee’s household.¹⁶⁴ Employees must obtain such pre-approval from the applicable Portfolio Managers and Trading Desk, prior to executing a personal securities transaction in any Covered Security by submitting a pre-clearance form via the Compliance Portal or by submitting the form attached to this Code as Exhibit H.¹⁶⁵All approved securities transactions must be executed on the same day that the pre-clearance is obtained. Post-approval of personal Covered Securities transactions is not permitted. No Employee can pre-approve their own personal securities transactions. It is the Company’s policy that a segregation of duties must exists between individuals involved in the approval process of personal securities transactions. In the event an Employee is unable to obtain approval from the applicable Portfolio Managers and Trading Desk, the Employee shall not make any transaction in any Covered Security. Employees must obtain approval from the applicable Portfolio Managers and Trading Desk prior to executing a transaction in any Covered Security. All pre-clearance requests are confirmed through the online Compliance Portal utilized by the Company. Blue River has been retained to aid in the daily administration of the compliance program of the Company. The compliance staff at Blue River monitors the online Compliance Portal during business hours to ensure that all pre-clearance requests are addressed and confirmed.

¹⁶²	“Covered Security” means a security as defined in section 2(a)(36) of the 1940 Act, except that it does not include: (i) direct obligations of the Government of the United States; (ii) bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and (iii) shares issued by open-end investment companies, not managed by the Company.
¹⁶³	Rule 204A-1(b)(1)(i)(A) and (b)(2)(i). Rule 204A-1 provides that beneficial ownership is to be interpreted in the same manner as for purposes of rule 16a-1(a)(2) under the Securities Exchange Act of 1934 in determining whether a person has beneficial ownership of a security for purposes of section 16 of that Act. Rule 204A-1(e)(3). This is the same as the standard under rule 17j-1.
¹⁶⁴	Rule 16a-1(a)(2)(ii)(A) [17 CFR 240.16a-1(a)(2)(ii)(A)
¹⁶⁵	Policy: Pre-clearance - Personal Trades [P14, P15]

APPX III – Page 13

Actions that occur without the direction of the Employee will be exempt from these requirements (i.e., option expiration, called bond, converted security, etc.). Additionally, please see below in Section D.3. – “Covered Securities” and Section D.11. – “Exceptions from Reporting Requirements of Employees” of this Code for exemptions to the trade pre-clearance requirement.

In authorizing any transaction in a Covered Security, the CCO or duly appointed designee may consider the extent to which the Employee has access to pending investment decisions, the number of Covered Security transactions already approved for such Employee within the past six (6) months, whether the Employee has made unreasonable use of the Company’s resources during business hours in arriving at a personal investment decision, and any other factors that are, in the opinion of the CCO or duly appointed designee, pertinent to the matter. In the rare case where approval is given for a transaction involving an initial public offering or a limited offering, additional written disclosure will be required and will be maintained by the CCO. No approval will be given which would result in an Employee’s holdings exceeding one-half of one percent (1/2 of 1%) of a Covered Security.

3.	Covered Security

“Covered Security” means a security as defined in Section 2(a)(36) of the 1940 Act, which includes: any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, pre-organization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security,” or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.

APPX III – Page 14

Except that “Covered Security” does not include:

	●	direct obligations of the Government of the United States;

	●	bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and

	●	shares issued by open-end investment companies registered under the 1940 Act, not managed by the Company (i.e., money market funds and open-end mutual funds).

References to a Covered Security in this Code (e.g., a prohibition or requirement applicable to the purchase or sale of a Covered Security) shall be deemed to refer to and to include any warrant for, option in, or security immediately convertible into that Covered Security, and shall also include any instrument that has an investment return or value that is based, in whole or in part, on that Covered Security (collectively, “Derivatives”). Therefore, except as otherwise specifically provided by this Code: (i) any prohibition or requirement of this Code applicable to the purchase or sale of a Covered Security shall also be applicable to the purchase or sale of a Derivative relating to that Covered Security; and (ii) any prohibition or requirement of this Code applicable to the purchase or sale of a Derivative shall also be applicable to the purchase or sale of a Covered Security relating to that Derivative.

4.	Restricted List

No Employee personal securities transactions will be permitted in any security that is currently on the Company’s Restricted List. All Employee personal securities transactions are subject to monitoring in order to ascertain any pattern of conduct which may evidence use of material non-public information obtained in the course of their employment.

5.	Participation in IPOs and Secondary Offerings

No Employee may acquire any security in an initial public offering (“IPO”)¹⁶⁶ or secondary public offering (“SPO”) without the prior approval of the CCO.¹⁶⁷ Generally, no approval will be given for any Employee to purchase securities of a publicly owned corporation that is making an initial public offering, except in connection with the exercise of rights issued in respect of securities such employee owns. The reason for this rule is that it precludes the appearance that an Employee has used the Company’s Clients’ market stature as a means of obtaining for himself or herself “hot” issues that would otherwise not be offered to him or her. Any realization of short-term profits may create at least the appearance that an investment opportunity that should have been available to Clients was diverted to the personal benefit of an Employee.

¹⁶⁶	“Initial Public Offering” means an offering of securities registered under the Securities Act of 1933, as amended, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Act of 1933.
¹⁶⁷	Policy: Pre-clearance - public offerings [P16]

APPX III – Page 15

6.	Private Placements

Private placements of any kind (including, but not limited to, limited partnership investments, limited liability companies, hedge funds, private equity funds, PIPEs, real estate, oil and gas partnerships and venture capital investments) may only be acquired with pre-approval of the CCO, and, if approved, will be subject to monitoring for possible future conflicts. A request for approval of a private placement must be submitted in advance of the proposed date of investment by completing an Outside Activities Questionnaire via the Compliance Portal or by completing the form attached to this Code as Exhibit E. ¹⁶⁸

7.	Blackout Period and Prohibition against Front Running

An Employee may not purchase or otherwise acquire direct or indirect beneficial ownership of any Covered Security, and may not sell or otherwise dispose of any Covered Security in which he or she has direct or indirect beneficial ownership, if at the time of entering into the transaction: (1) a Client has purchased or sold the Covered Security during the current trading day, or is purchasing or selling or intends to purchase or sell the Covered Security in the next trading day; or (2) the Company has within the last trading day considered purchasing or selling the Covered Security for a Client or within the next trading day intends to consider purchasing or selling the Covered Security for a Client.

It is the Company’s policy that Employees are prohibited from executing a personal transaction in a Covered Security if a trade order for a Client account for the same Covered Security remains unexecuted. Such restriction shall be effective for one (1) trading day before and after any such Client account. Information regarding Client trading must not be used in any way to influence trades in personal accounts or in other accounts of the Client, including those of other Employees. Trading ahead of a Client’s order is known as “front-running” and is prohibited.

Each Employee is prohibited from buying or selling for either a Client account or an Employee personal account (i) an option while in possession of non-public information concerning a block transaction by a Client account in the underlying stock, or (ii) an underlying security while in possession of non-public information concerning a block transaction by a Client account in an option covering that security (the “inter-market front running”). This prohibition extends to trading in stock index options and stock index futures while in possession of non-public information concerning a block transaction in a component stock of an index.¹⁶⁹

No Employee shall recommend any transaction in any Covered Securities by a Client without having disclosed to the CCO his or her interest, if any, in such Covered Securities or the issuer thereof, including: the Employee’s beneficial ownership of any Covered Securities of such issuer; any contemplated transaction by the Employee in such Covered Securities; any position the Employee has with such issuer; and any present or proposed business relationship between such issuer and the Employee (or a party in which the Employee has a significant interest).

8.	Short-Term Trading Profits

Short-term trading, i.e., profiting in the purchase and sale or sale and purchase of the same (or equivalent) Covered Securities within thirty (30) trading days, is strongly discouraged and approval will generally not be given. The Company believes that short-term trading by Employees may increase the risk of conflicts of interest, affect an individual’s investment judgment, and in some instances, divert an individual’s attention from the best interests of the Company’s Clients. Where one or both sides of a short-term trade have not been precleared, there is presumably already a violation and the whole matter may be handled with disgorgement of profits being only one alternative available to the CCO.

	¹⁶⁸	Policy: Pre-clearance - private placements [P16]
	¹⁶⁹	Policy: COE – front-running prohibition [P62]

APPX III – Page 16

9.	Reportable Personal Accounts

All Employees must provide, to the CCO or designee, a written or electronic disclosure in the Personal Account Disclosure Form attached to this Code as Exhibit I or via the Compliance Portal certifying all Reportable Personal Accounts within ten (10) days after first becoming an Employee¹⁷⁰ and within thirty (30) days after the end of any calendar quarter in which any Reportable Personal Accounts, including new Reportable Personal Accounts established during the quarter.¹⁷¹ For the purposes of this Code, Reportable Personal Accounts include any account in which any securities are held for the direct or indirect benefit of the Employee, including any accounts that holds securities in which the Employee has, or acquires, any direct or indirect beneficial ownership.¹⁷² An Employee is presumed to be a beneficial owner of securities that are held by his or her immediate family members sharing the Employee’s household.¹⁷³ When an Employee has a substantial measure of influence or control over an account, but not direct or indirect beneficial ownership (as for example when the Employee serves as executor or trustee for someone outside his or her immediate family, or manages or helps to manage a charitable account), such account shall not be subject to this Code, but in all transactions involving any such account the Employee will be expected to conform to the spirit of these rules and specifically avoid any activity that conflicts or might appear to conflict with the best interests of the Company’s Clients.

10.

Reporting Requirements of Employees

i.	Holdings Reports

All Employees must submit and certify each Covered Security in which the Employee has, or acquires, any direct or indirect beneficial ownership by completing the Employee Securities Holding Report via the Compliance Portal or by completing the form attached to this Code as Exhibit J within ten (10) days after first becoming an Employee (the “Initial Holdings Report”).¹⁷⁴The information contained in the Employee Securities Holding Report must be current as of a date no more than forty-five (45) days prior to the date the person becomes an Employee.

Additionally, all Employees must submit and certify annually each Covered Security in which the Employee has, or acquires, any direct or indirect beneficial ownership by completing the Employee Securities Holding Report via the Compliance Portal or by completing the form attached to this Code as Exhibit J by January 31^stof each year (the “Annual Holdings Report”), provided, however, that an Employee need not provide information within the annual Employee Securities Holding Report if such information reported therein would be duplicative of information contained in broker trade confirmations, notices or advices or account statements received by the Company.¹⁷⁵ The information contained in the annual Employee Securities Holding Report must be current as of a date no more than forty-five (45) days prior to the date the Employee Securities Holding Report is submitted.

	¹⁷⁰	Policy: New Employee reporting – personal trading accounts (initial) [P39, P40, P41]
	¹⁷¹	Policy: Employee reporting – personal trading accounts (quarterly/annual) [P9]
	¹⁷²	Rule 204A-1(b)(1)(i)(A) and (b)(2)(i). Rule 204A-1 provides that beneficial ownership is to be interpreted in the same manner as for purposes of rule 16a-1(a)(2) under the Securities Exchange Act of 1934 in determining whether a person has beneficial ownership of a security for purposes of section 16 of that Act. Rule 204A-1(e)(3). This is the same as the standard under rule 17j-1.
	¹⁷³	Reportable Personal Accounts include securities accounts of a spouse, minor children and any other relative that resides in the Employee’s home, as well as accounts of another person if by reason of any contract, understanding, relationship, agreement or other arrangement the Employee obtains therefrom benefits substantially equivalent to those of ownership. See Rule 16a-1(a)(2)(ii)(A) [17 CFR 240.16a-1(a)(2)(ii)(A)]
	¹⁷⁴	Policy: New Employee reporting – holdings reports (initial) [P42]

¹⁷⁵

Policy: Employee reporting – holdings reports (annual) [P3]

APPX III – Page 17

A report must be submitted even if no purchases or sales of Covered Securities were made during the period covered by the report. The Initial Holdings Report and Annual Holdings Report must include all of the following information in the Employee Securities Holding Report: (i) the title, number of shares and principal amount of each Covered Security in which the Employee had any direct or indirect beneficial ownership; (ii) the name of any broker, dealer or bank with whom the Employee maintains an account in which any securities are held for the direct or indirect benefit of the Employee; and (iii) the date that the report is submitted by the Employee. As stated above in Section D.9. “Reportable Personal Accounts” of this Code, all Employees must provide, to the CCO or his designee a written or electronic disclosure in the Personal Account Disclosure Form attached to this Code as Exhibit I or via the Compliance Portal certifying all Reportable Personal Accounts within ten (10) days after first becoming an Employee and within thirty (30) days after the end of any calendar quarter in which any Reportable Personal Accounts, including new Reportable Personal Accounts established during the quarter.

ii.

Quarterly Transactions Reports

All Employees must file a written or electronic Quarterly Transactions Report via the Compliance Portal or in the form attached to this Code as Exhibit K within thirty (30) days after the end of each calendar quarter that identifies all Covered Security transactions made during the quarter, provided, however, that an Employee need not provide information within the Quarterly Transactions Report if such information reported therein would be duplicative of information contained in broker trade confirmations, notices or advices or account statements received by the Company.¹⁷⁶

A Quarterly Transactions Report must be submitted even if no purchases or sales of Covered Securities were made during the period covered by the report. Quarterly Transactions Reports must include all Covered Security transaction information and brokerage account information, including the dates, the nature of the transaction, and the date the report is being submitted. If a new personal account was opened the Quarterly Transactions Report must specify to that affect and also include identifying information about the account, the date the account was established, and the date the report is being submitted. As stated above in Section D.9. “Reportable Personal Accounts” of this Code, all Employees must provide, to the CCO or his designee upon establishing any new Reportable Personal Account, a written or electronic disclosure in the Personal Account Disclosure Form attached to this Code as Exhibit I or via the Compliance Portal.

¹⁷⁶

Policy: Employee reporting – transactions reports (quarterly) [P8]

APPX III – Page 18

11.

Exceptions from Reporting Requirements of Employees

An Employee will be exempted from the “Pre-Clearance Procedures” under Section D.2. and “Reporting Requirements of Employees” under Section D.10. of this Code with respect to transactions effected for, and Covered Securities held in, any account over which the Employee has no direct or indirect influence or power to control or influence investment decisions in the account (“Personal Managed Account”).¹⁷⁷ A Personal Managed Account is an account that meets the following criteria: (i) the account is managed by a third party investment manager (i.e., financial planner or wealth manager or trustee) that is an independent unaffiliated professional; and (ii) the Employee has no direct or indirect influence or power to control or influence investment decisions in the account, including: (a) suggesting purchases or sales of investments to the trustee or third-party discretionary manager; (b) directing purchases or sales of investments; or (b) consulting with the trustee or third-party discretionary manager as to the particular allocation of investments to be made in the account. However, all Employees must provide, to the CCO or designee, a written or electronic disclosure in the Personal Managed Account Disclosure Form attached to this Code as Exhibit L or via the Compliance Portal certifying all Personal Managed Accounts within ten (10) days after first becoming an Employee and within thirty (30) days after the end of any calendar quarter in which any new Personal Managed Accounts were established during the quarter period. Furthermore, the representations contained in Exhibit L must be completed annually by all Employees who have reported having such Personal Managed Accounts, by completing the Personal Managed Account Disclosure Form in form of an assignment via the Compliance Portal or by submitting the form to the CCO or his designee. In addition, the Employee will be required to provide reports of holdings and/ or transactions (including, but not limited to, duplicate account statements and trade confirmations) made in the Employee’s Managed Accounts at the request of the CCO or designee.

An Employee will be exempted from the “Pre-Clearance Procedures” under Section D.2. and “Quarterly Transaction Report” under Section D.10.ii. of this Code with respect to securities that are purchased as part of automated payroll deductions/contributions to an Employee’s 401(k), other automated contributions to a mutual fund after tax savings plan (i.e., Automatic Investment Plan or AIP), and automatic dividend reinvestment transactions. However, as stated herein above in Section D.9. – “Reportable Personal Accounts” of this Code, all Employees must provide, to the CCO, a written or electronic disclosure in the Personal Account Disclosure Form attached to this Code as Exhibit I or via the Compliance Portal certifying all Reportable Personal Accounts within ten (10) days after first becoming an Employee and within thirty (30) days after the end of any calendar quarter in which any Reportable Personal Accounts, including new Reportable Personal Accounts established during the quarter.

12.

Review

The CCO shall be responsible for (i) notifying Employees of their reporting obligations under this Code and (ii) reviewing the reports submitted by each Employee under this Code. The CCO may assign the review of Employee reports to a designee, however, no person shall be allowed to review or approve his or her own reports, and reports shall be reviewed by the CCO or other officer who is senior to the person submitting the report. The CCO shall maintain records of all reports filed pursuant to these procedures.

¹⁷⁷	Policy: COE – Managed Account documentation [P40]

APPX III – Page 19

All Employee personal securities transactions are subject to monitoring in order to ascertain any patterns of conduct which may evidence conflicts with the principles of this Code, including patterns of front-running or other inappropriate behavior.

A Principal will ensure that the CCO’s own trades and transaction reports are reviewed and pre-cleared timely.

Political Contributions

1.	Company Contributions

Company funds or gifts may not be furnished, directly or indirectly, to a government official, government employee or politician for the purpose of obtaining or maintaining business on behalf of the Company. Such conduct is illegal and may violate federal and state criminal laws. Assistance or entertainment provided to any government office should never, in form or substance, compromise the Company’s arms-length business relationship with the government agency or official involved.

2.	Foreign Corrupt Practices Act

The Foreign Corrupt Practices Act (“FCPA”) prohibits the direct or indirect giving of, or a promise to give, “things of value” in order to corruptly obtain a business benefit from an officer, employee, or other “instrumentality” of a foreign government. Companies that are owned, even partly, by a foreign government may be considered an “instrumentality” of that government. In particular, government investments in foreign financial institutions may make the FCPA applicable to those institutions. Individuals acting in an official capacity on behalf of a foreign government or a foreign political party may also be “instrumentalities” of a foreign government.

The FCPA includes provisions that may permit the giving of gifts and entertainment under certain circumstances, including certain gifts and entertainment that are lawful under the written laws and regulations of the recipient’s country, as well as bona fide travel costs for certain legitimate business purposes. However, the availability of these exceptions is limited and is dependent on the relevant facts and circumstances.

Civil and criminal penalties for violating the FCPA can be severe. The Company and its Employees must comply with the spirit and the letter of the FCPA at all times. Employees must obtain written pre-clearance from the CCO prior to giving anything of value that might be subject to the FCPA by submitting a pre-clearance form in the form of Exhibit M or via the Compliance Portal.

Pay-to-Play¹⁷⁸

Background

SEC Rule 206(4)-5 prohibits “pay-to-play” practices by investment advisers that seek to provide investment advisory services to government entities (i.e., any state or political subdivision of a state, including: any agency, authority or instrumentality of the state, a pool of assets sponsored or established by the state, a plan or program of a government entity; and officers, agents, or employees of the state acting in their official capacity). The rule applies to government assets managed by the Company, whether in a separate account or a pooled investment vehicle. Rule 206(4)-5 prohibits:

¹⁷⁸	Policy: Recordkeeping – Firm political contributions [P61]

APPX III – Page 20

	●	An adviser’s receipt of compensation from a government entity for two years following any contribution by the adviser or certain of its personnel (“covered associates”), to certain officials of a government entity¹⁷⁹(“covered official”);

	●	Payments by an adviser or any covered associate to a promoter for their solicitation of government entities unless the third-party solicitor is a registered representative of a broker-dealer or registered investment adviser subject to pay-to-play regulations¹⁸⁰; and

	●	An adviser and its covered associates from soliciting or coordinating contributions for an official of a government entity to which the adviser is seeking to provide advisory services, or payments to a political party of a state or locality where any adviser is providing or seeking to provide advisory services to a government entity.

The rule also prohibits acts done indirectly, which, if done directly, would result in a violation of the rule.

The look back provisions of the rule require an investment adviser to look back in time to determine whether it will be subject to any business restrictions under the rule when employing or engaging a person who would be considered a covered associate due to such person’s triggering contribution to an official of a government entity. The two-year time out is not triggered by a contribution made by a natural person more than six (6) months prior to becoming a covered associate, unless he or she, after becoming a covered associate, solicits investors. As a result, the full two-year look back applies only to covered associates who solicit for the Company.

Definitions

A contribution means any gift, subscription, loan, advance, or deposit of money or anything of value made for: (i) the purpose of influencing any election for federal, state or local office; (ii) payment of debt incurred in connection with any such election; or (iii) transition or inaugural expenses of the successful candidate for state or local office.

This includes not only monetary contributions, but also in-kind contributions such as payment for services or use of facilities, personnel or other resources to benefit any federal, state or local candidate campaign, political party committee, or other political committee or political organization exempt from federal income taxes under Section 527 of the Internal Revenue Code (such as the Republican or Democratic Governors Association), or the inaugural committee or transition team of a successful candidate. Volunteer services provided to a campaign by Employees on their own personal time are not treated as contributions.

A covered associate includes any of the following: (i) the Company’s general partners, executive officers or other individuals with a similar status or function; (ii) any Employee who solicits government entities for the Company and any person who supervises, directly or indirectly, such Employee; and (iii) any political action committee controlled by the Company or its covered associates.

	¹⁷⁹	Note: A government entity is defined as any state and local governments and political subdivisions thereof, including their agencies and instrumentalities, pools of assets sponsored or established by the foregoing (such as public pension funds and participant-directed investment programs for the benefit of the public (e.g., 529 college tuition savings programs) or government Employees (e.g., 403(b) and 457 retirement plans)).
	¹⁸⁰	Investors – Solicitors [I18, I19, I22]

APPX III – Page 21

A government entity is defined as any state and local governments and political subdivisions thereof, including their agencies and instrumentalities and pools of assets sponsored or established by the foregoing (such as public pension funds and participant-directed investment programs for the benefit of the public (e.g., 529 college tuition savings programs) or government employees (e.g., 403(b) and 457 retirement plans)).

ii.

Compliance Procedures

The following procedures will apply to political contributions by the Company and its Employees:

	●	all contemplated contributions to any state or local candidate or official/incumbent, state or local official/incumbent who is a political candidate running for federal office, or political action committees (“PACs”) by any Employee will require pre-clearance from the CCO or appointed designee ¹⁸¹by submitting a pre-clearance request via the Compliance Portal or by submitting the form attached to this Code as Exhibit N;

	●	coordination of, or solicitation by, the Company of political contributions to a government official, or payment to a political party of a state or locality, will not be permitted;

	●	newly hired or promoted Employees who will be considered covered associates will be required to disclose any political contributions made in the past two (2) years to determine if the look back provisions will apply¹⁸² by completing and submitting a New Employee Political Contribution Declaration Form via the Compliance Portal or by submitting the form attached hereto as Exhibit O; and

	●	any new relationships with third-party solicitors will require pre-approval from the CCO or appointed designee.¹⁸³ (See also Section V.E. of the Company’s Manual regarding additional policies relating to engagement of third-party solicitors)

In addition, the CCO may require periodic certifications from Employees that they have not made any political contributions in violation of the Company’s policy.¹⁸⁴

iii.

De Minimis Exemption

Although all contributions to any state or local candidate or official/incumbent, state or local official/incumbent who is a political candidate running for federal office, or PACs by Employees must be pre-approved, contributions to any such state or local candidate or official/incumbent which are less than the statutory de minimis amounts will be approved. Contributions will be approved if:

●

the Employee is entitled to vote for the candidate and the contribution does not exceed $350 per election; or

	¹⁸¹	Policy: Pre-clearance: political contributions [P59, P60]
	¹⁸²	Policy: New employee reporting – Pay to Play disclosures [P45, P59 – P61]
	¹⁸³	Policy: Pre-clearance – new solicitor engagements [I16]
	¹⁸⁴	Policy: Employee reporting – pay to play (quarterly/annual) [P12]

APPX III – Page 22

●

the Employee is not entitled to vote for the candidate and the contribution does not exceed $150 per election.

The specificity of the requirements significantly limits the availability of the exception. Further, an adviser with less than 50 employees can only rely on the returned contribution exception twice in a 12-month period (three times for advisers with more than 50 employees) and an adviser can never use the returned contribution exception for the same covered associate twice. In addition, Rule 206(4)-5 allows an adviser to apply for an order exempting it from the two-year time-out requirement in the event of an inadvertent violation that falls outside of the exceptions set forth above when, according to the SEC, the imposition of the time-out provision is unnecessary to achieve the Rule’s intended purpose.

iv.

Other Limited Exemptions

Pursuant to the “returned contribution” exception, if a covered associate of an adviser makes a contribution that triggers the two-year time-out period solely because he or she was not entitled to vote for the official at the time of the contribution, the Company can effectively undo the contribution under very narrow circumstances. To be eligible for the returned contribution exception:

	●	the contribution had to be less than $350;

	●	the Company must have discovered the contribution within four (4) months of the date of such contribution; and

	●	the Company must cause the contributor to re-collect the contribution within sixty (60) days after the Company discovers the contribution.

The specificity of the requirements significantly limits the availability of the exception. Further, an adviser with less than fifty (50) employees can only rely on the returned contribution exception twice in a twelve (12) month period (three (3) times for advisers with more than 50 employees) and an adviser can never use the returned contribution exception for the same covered associate twice.

Recordkeeping

Rule 206(4)-5 also requires the Company to keep records of contributions made by the Company and its covered associates to government officials and candidates, payments to state or political parties and PACs, a list of its covered associates and government entities that invest or have invested in the past five (5) years with the Company or a pooled investment vehicle managed by the Company. The Company must also maintain records of the names and addresses of each regulated third-party adviser or broker-dealer to whom the Company provides payment for the solicitation of a government entity.

The CCO is responsible for ensuring that the Companies and their employees comply with Rule 206(4)-5 as well as with the record keeping requirements under Rule 204-2(a)(18)(ii) of the Advisers Act. Specifically, the CCO or designee must maintain a political contribution log that will have the following information required by Rule 204-2(a)(18)(ii):

	●	The name and title of each contributor;

	●	The name and title (including any city/county/State or other political subdivision) of each recipient of a contribution or payment;

	●	The amount and date of each contribution or payment; and

APPX III – Page 23

●

Whether any such contribution was the subject of the exception for certain returned contributions pursuant to section 206(4)-5(b)(2) of the Advisers Act.

Additionally, the CCO will ensure that the Company is maintaining the following records:

	●	A list containing the names, titles, and business and residence addresses of all “covered associates”.

	●	A current list of all government entities to which the adviser provides (or has provided in the past five (5) years) advisory services, or which are (or were) investors in any covered investment pool to which the adviser provides (or has provided in the past five (5) years) advisory services.

Furthermore, the CCO or designee must on a routine basis, but in no case less than once in a calendar quarter, conduct searches through public databases for any undisclosed political contributions made by Employees.

Conflicts of Interest

1.	General

Under Section 206 of the Advisers Act, the duty of the Company to refrain from fraudulent conduct includes an obligation to disclose material facts whenever the failure to do so would defraud any client and prospective client. The Company’s duty to disclose material facts is particularly pertinent whenever the Company is in a situation involving a conflict or potential conflict of interest with a client or prospective client. The type of disclosure required by the Company in such a situation will depend upon all the facts and circumstances, but as a general matter, the Company must disclose all material facts regarding the potential conflict of interest so that clients and prospective clients can make informed decisions whether to enter into or continue an advisory relationship with the Company or whether to take some action to protect himself against the specific conflict of interest involved.

2.	Investment Conflicts

Employees who are planning to invest in or make a recommendation to invest in a security for any Client, and who have a material interest in the security or a related security, must first disclose such interest to the CCO.¹⁸⁵ The CCO shall conduct an independent review of the recommendation to purchase the security for Clients and written evidence of such review shall be maintained by the CCO.¹⁸⁶ Employees shall not fail to timely recommend a suitable security to, or purchase or sell a suitable security for, a Client in order to avoid an actual or apparent conflict with a personal transaction in a security.

3.	Prohibited Conduct with Clients

It is a violation of an Employee’s duty of loyalty to the Company and its Clients for any Employee, without the prior written consent of the CCO, to:

	¹⁸⁵	Policy: Pre-clearance – investment conflicts [P19]
	¹⁸⁶	Policy: Recordkeeping – investment conflicts [P19]

APPX III – Page 24

	●	rebate, directly or indirectly, to any person, firm, corporation or association, other than the Company, compensation of any nature as a bonus, commission, fee, gratuity or other consideration in connection with any transaction on behalf of the Company or a Client account;

	●	accept, directly or indirectly, from any person, firm, corporation or association, other than the Company, compensation of any nature as a bonus, commission, fee, gratuity or other consideration in connection with any transaction on behalf of the Company or a Client account;

	●	own any stock or have, directly or indirectly, any financial interest in any other organization engaged in any securities, financial or related business, except for a minority stock ownership or other financial interest in any business which is publicly-owned; or

	●	borrow money from any of the Company’s suppliers or Clients; provided, however, that (i) the receipt of credit on customary terms in connection with the purchase of goods or services is not considered to be a borrowing within the foregoing prohibition and (ii) the acceptance of loans from banks or other financial institutions on customary terms to finance proper and usual activities, such as home mortgage loans, is permitted except where prohibited by law.

Outside Activities of Employees

Policy

All outside activities conducted by an Employee which either (i) involve serving as a director, manager, member, trustee, general or managing partner or officer of, or as a consultant to, any outside business corporation, partnership or organization including family owned businesses, and charitable, non-profit, and political organizations; (ii) involve a substantial time commitment; or (iii) involve employment, teaching assignments, lectures, public speaking, publication of articles, or radio or television appearances must be approved beforehand by the CCO. The CCO may require full details concerning the proposed outside activity including the number of hours involved and the compensation to be received. Outside activities will be approved only if conflict of interest issues can be satisfactorily resolved and all of the necessary disclosures are made in applicable disclosure documents, including Part 2 of the Company’s Form ADV. Employees may not serve on the board of any company whose securities are publicly traded, or of any company in which the Company or any Client account owns securities, without the prior approval of the CCO.¹⁸⁷If an Employee is permitted to serve on the board of a publicly traded entity, he or she will be isolated from those persons who make investment decisions with respect to the securities of that entity, through a “fire wall” or other such procedures as determined by the CCO. The Company reserves the right to modify or withdraw approval at any time at its sole discretion if it determines that a previously approved relationship may result in an actual conflict of interest, or the appearance of an actual or potential conflict of interest in the future.

Once an outside activity has been approved by the CCO, an Employee may engage in such activity and nothing contained herein should be deemed to restrict or otherwise impair such Employee’s ability to perform services related to such outside activity; provided, however, the Employee remains subject to the policies and procedures set forth herein to the extent that any of Employee’s approved outside activities (or any duties or services associated herewith) relate to the Company and/or its Clients and to the extent that any actual or potential conflicts of interest arise from such activity.

¹⁸⁷	Policy: Pre-clearance: Board participations [P17]

APPX III – Page 25

ii.

Compliance Procedures

The CCO may require full details concerning the outside activity including the number of hours involved and any compensation to be received. In addition, in connection with any approval of an outside activity, such approval may, at the discretion of the CCO, be subject to certain conditions deemed necessary or appropriate to protect the interests of the Company or any Client.

In addition, to the extent that the Company files a Form U-4 for an Employee seeking to engage in an outside business activity, the Form U-4 may need to be updated to reflect the activity.¹⁹¹ Please see Section III.F.1.ii. of the Company’s Manual for additional policies relating to the Form U-4.

Gifts and Entertainment

Policy

The Company recognizes the value of fostering good working relationships with individuals and firms doing business or seeking to do business with the Company. Subject to the guidelines below, Employees are permitted, on occasion, to accept gifts and invitations to attend entertainment events. However, Employees should always act in the best interests of the Company and its Clients and should avoid any activity that might create an actual or perceived conflict of interest or impropriety in the course of the Company’s business relationships. Employees should not accept any gifts or entertainment invitations that have the likelihood of influencing their decisions regarding the business transactions involving the Company. Employees should contact the CCO to discuss any offered activity or gift that may create such a conflict.¹⁹² The Company reserves the right to prohibit the acceptance or retention of a gift or offer of entertainment, regardless of value, as it may determine in its sole discretion.

	¹⁸⁸	Policy: Employee reporting – OBA forms (annual) [P4]
	¹⁸⁹	Policy: Filings – ADV 2B updates – OBA’s[P6]
	¹⁹⁰	Policy: Filings – NFA updates – OBA’s[P7]
	¹⁹¹	Policy: Filings – U-4 updates – OBA’s[P5]
	¹⁹²	Policy: Pre-clearance – gift conflict [P33, P34]

APPX III – Page 26

ii.

Compliance Procedures

The Company has adopted the following principles and procedures governing gifts and entertainment:

	●	Any gifts or entertainment of significant nominal value (as defined above) offered from an existing or prospective firm service provider or counterparty must be approved by the CCO by completing Gift and Entertainment Approval Form via the Compliance Portal or by completing the form attached to this Code as Exhibit P;¹⁹³

	●	Employees may not accept more than two (2) gifts or attend more than two (2) entertainment events per year, regardless of value, given or sponsored by the same person or entity without approval from the CCO via the Compliance Portal or by completing the form attached to this Code as Exhibit P;¹⁹⁴

	●	Employees may not request or solicit gifts or particular entertainment events;

	●	No gift of cash or cash equivalents may be accepted;

	●	Items such as pens, coffee mugs or clothing items with a counterparty’s logo are excluded.

Confidentiality and Privacy Policies

1.	Company Information

The protection of confidential business information is vital to the interests and the success of the Company. Employees may not disclose to third parties, or use for their own personal benefit, any information regarding:

	●	Advice by the Company to its Clients;

	●	Securities or other investment positions held by the Company or its Clients;

	●	Transactions on behalf of the Company or its Clients;

	●	The name, address or other personal identification information of Clients or investors;

	●	Personal financial information of Clients or investors, such as annual income, net worth or account information;

	¹⁹³	Policy: Pre-clearance – significant gift/entertainment [P31, P34]
	¹⁹⁴	Policy: Pre-clearance –gift/entertainment limit [P32, P34]

APPX III – Page 27

	●	Investment and trading systems, models, processes and techniques used by the Company;

	●	Company business records, Client files, personnel information, financial information, Client agreements, supplier agreements, leases, software, licenses, other agreements, computer files, business plans, analyses;

	●	Any other non-public information or data furnished to the Employee by the Company or any Client or investor in connection with the business of the Company or such Client or investor; or

	●	Any other information identified as confidential or which the Employee may otherwise be obligated to keep confidential.

The information described above is the property of the Company and should be kept strictly confidential. Employees may not disclose any such information to any third party without the permission of the CCO or another authorized officer of the Company, except for a purpose properly related to the business of the Company or a Client of the Company (such as to a Client’s independent accountants or administrator) or as required by law.¹⁹⁵

2.	Client Information and Privacy Policy

The Company is required by federal regulations¹⁹⁶ to adopt certain procedures designed to protect all Client confidential and nonpublic information and to safeguard personal information contained in both paper and electronic records. The following policy (the “Privacy Policy”) is designed to meet the standards set forth in the federal regulations as well as the Commonwealth of Massachusetts Standards for Protection of Personal Information (to the extent that such standards are applicable). For purposes of this Privacy Policy, the term Client includes, where appropriate, investors in Funds managed by the Company.

i.	Implementation

The Company is committed to (i) safekeeping personal information collected from potential, current and former Clients and (ii) safeguarding against the unauthorized acquisition or use of unencrypted data or encrypted electronic data regarding each Client. The proper handling of personal information is one of the Company’s highest priorities.

To this end, the CCO has been designated to implement, maintain, review and revise, as necessary, a comprehensive information security program. The primary objectives for the CCO is to identify and assess any and all reasonably foreseeable internal and external risks to the security, confidentiality and/or integrity of any electronic, paper or other records containing personal information, and to evaluate and improve, where necessary, the effectiveness of current safeguards for limiting such risks. To this end, the Company:

	●	employs ongoing Employee training¹⁹⁷;

	●	sets policy for Employees relating to the storage, access and transportation of Client records and personal information;

	¹⁹⁵	Policy: Pre-clearance – disclosure of confidential information [C7]
	¹⁹⁶	SEC Regulation S-P, 17 CFR 284.30
	¹⁹⁷	Policy – Employee training regarding system security measures [P28]

APPX III – Page 28

	●	reviews the scope of security measures at least annually¹⁹⁸;

	●	reasonably monitors its information systems, including for unauthorized use or access; and

	●	reasonably reviews and tests electronic encryption and other elements of its computer security system (including its secure user authentication protocols, secure access control measures and system security agent software)¹⁹⁹.

The CCO or designee shall review all contractual relationships with third-party service providers engaged by the Company to ensure adequate protections are in place with respect to the safeguarding of personal information.²⁰⁰

ii.

Client Information

The Company collects and keeps only such information that is necessary for it to provide the services requested by its Clients and to administer its Clients’ business with the Company. For instance, the Company may collect nonpublic personal information (such as name, address, social security number, assets, income, net worth, copies of financial documents and other information deemed necessary to evaluate the Client’s financial needs) from Clients when they complete a subscription or other form. The Company may also collect nonpublic personal information from Clients or potential clients as a result of transactions with the Company, its affiliates, its Clients or others (such information to include information received from outside vendors to complete transactions or to effect financial goals).

The Company does not disclose any nonpublic personal information about our current or former consumers or customers to nonaffiliated third parties, except as permitted by law. For example, pooled investment vehicles have no employees, they conduct their business affairs through third parties that provide services pursuant to agreements with the pooled investment vehicles (as well as through its officers and directors).

The Company recognizes and respects the privacy expectations of each Client and believes that the confidentiality and protection of Client information is one of the Company’s fundamental responsibilities. The Company is committed to maintaining the confidentiality, integrity and security of its Clients’ personal information and will handle personal Client information only in accordance with Regulation S-P and any other applicable laws, rules and regulations. The Company will ensure: (i) the security and confidentiality of Client records and information; (ii) that Client records and information are protected from any anticipated threats and hazards; and (iii) that unauthorized access to, or use of, customer records or information is protected against.

iii.

Sharing Information

The Company only shares the nonpublic personal information of its Clients with unaffiliated entities or individuals (i) as permitted by law and as required to provide services to the Company’s Clients, such as with representatives within our Company, securities clearing firms, insurance companies and other services providers of the Company, or (ii) to comply with legal or regulatory requirements. The Company may also disclose nonpublic personal information to another financial services provider in connection with the transfer of an account to such financial services provider. Further, in the normal course of business, the Company may disclose information it collects about Clients to entities or individuals that contract with the Company to perform servicing functions such as recordkeeping or computer-related services. Finally, the Company may make good faith disclosure of the nonpublic personal information of its Clients to regulators who have regulatory authority over the Company.

	¹⁹⁸	Policy: Annual review of firm security program [D5]
	¹⁹⁹	Policy: Annual review of firm security program [D5]
	²⁰⁰	Policy: Pre-clearance - service provider agreements re privacy safeguards [D2]

APPX III – Page 29

Companies hired to provide support services to the Company are not allowed to use personal information for their own purposes and are contractually obligated to maintain strict confidentiality. When the Company provides personal information to service providers, it requires these providers to agree to safeguard such information, to use the information only for the intended purpose and to abide by applicable law. In accordance with the aforementioned Privacy Policy, the Company, through the CCO, may require service providers to provide periodic reports outlining their privacy policies. The CCO shall discuss the Company’s Privacy Policy and security issues with each service provider on an annual basis.

The Company will determine that the policies and procedures of its third-party service providers are reasonably designed to safeguard customer information and require only appropriate and authorized access to, and use of, customer information through the application of appropriate administrative, technical, physical, and procedural safeguards that comply with applicable federal standards and regulations. The Company directs each of its service providers to adhere to the Company’s privacy policy and to its respective Clients’ privacy policies and to take all actions reasonably necessary so that the Company and its Clients are in compliance with the provisions of 17 CFR 248.30, including, as applicable, the development and delivery of initial and annual privacy notices and maintenance of appropriate and adequate records. The Company will require its service providers to restrict access to nonpublic personal information about customers to those Employees who need to know that information to provide products or services to customers.

The Company may require its service providers to provide periodic reports to its Clients outlining their privacy policies and implementation and promptly report to the Company any material changes to their privacy policy before, or promptly after, their adoption.

The Company does not (x) provide personally identifiable information to mailing list vendors or solicitors for any purpose or (y) sell information relating to its Clients to any outside third parties.

iv.

Employee Access to Information

Only Employees with a valid business reason have access to Clients’ personal information. These Employees are educated on the importance of maintaining the confidentiality and security of such information and are required to abide by the Company’s information handling practices. The Company employs reasonable procedures to prevent terminated Employees from accessing records containing personal information.²⁰¹

v.	Protection of Information

The Company maintains security standards to protect Clients’ information, whether written, spoken, or electronic. To that end, the Company restricts access to nonpublic personal information to Company personnel who need to know such information in order to provide services to Clients. All electronic or computer files containing such information is password secured and firewall protected from access by unauthorized persons. The Company periodically updates and checks its systems to ensure the protection and integrity of information.

²⁰¹	Policy: Exiting employee procedures [P52, P53, P54, P55, P56]

APPX III – Page 30

The Company also maintains reasonable restrictions upon physical access to records containing personal information, and stores such records in secure facilities.

vi.

Maintaining Accurate Information

The Company’s goal is to maintain accurate, up to date Client records in accordance with industry standards. The Company has procedures in place to keep information current and complete (including the timely correction of inaccurate information).

vii.

E-Mail

Should a Client send the Company a question or comment via e-mail, the Company will share the Client’s correspondence only with those Employees or agents most capable of addressing the Client’s question or concern. All written communications pertaining to such question or comment will be retained by the Company until such time as the Company believes (in its good faith judgment) that it has provided the Client with a complete and satisfactory response. After that time, the Company may archive it according to the requirements of applicable securities laws.

Please note that, unless expressly advised otherwise, the Company’s e-mail facilities do not provide means for completely secure and private communications. Although every attempt will be made to keep Client information confidential, from a technical standpoint, there is still a risk. For that reason, please do not use e-mail to communicate information to the Company that is considered to be confidential. If the Client wishes, communications with the Company may be conducted via telephone or by facsimile. Additional security is available to Clients if they equip their Internet browser with 128-bit “secure socket layer” encryption, which provides more secure transmissions.

viii.

Disclosure of Privacy Policy

The Company recognizes and respects the privacy concerns of its potential, current and former Clients. The Company is committed to safeguarding this information. As a member of the financial services industry, the Company provides this Privacy Policy for informational purposes to Clients and Employees and will distribute and update it as required by law.²⁰² The Privacy Policy is also available upon request.²⁰³Please see the Company’s Privacy Policy Notice attached to this Code as Appendix I.

ix.

Violations

The Company imposes reasonable disciplinary measures, which may include termination, for violations of its Privacy Policy.

	²⁰²	Policy: Privacy policy distribution (annual) [I13]
	²⁰³	Policy: Privacy policy requests [I7]

APPX III – Page 31

Prohibition Against Manipulative Trading Practices

1.	Prohibition Against Window Dressing

Window dressing is sometimes undertaken by unscrupulous portfolio managers near the end of the quarter or year to improve the appearance of portfolio/fund performance before presenting it to clients or shareholders. To window dress, the fund manager will sell-off positions with large losses and purchase well-performing and well-known positions near the end of the quarter or year. These securities are then reported as part of the fund's holdings. While this may have little effect on actual performance, it can mislead the investor or shareholder. Window dressing is prohibited.

2.	Prohibition Against Pumping:

Pumping is bidding up the value of a fund's holdings right before the end of a period at which time performance is measured (and/or reported to tracking services). Pumping is effected by placing a large number of orders on existing holdings, which, if there is a sufficient quantity on order, drives up the value the various positions and thus of the fund. This practice is also known as “marking the close.” Pumping creates a temporary gain, but the securities that are pumped will usually revert to the lower prices. Thus, pumping is not only a form of market manipulation, but hurts investors, including investors purchasing fund shares at the time of the manipulation. Portfolio pumping (or marking the close) is prohibited.

3.	Compliance Procedures

In terms of manipulative trading practices, the CCO, with the assistance of Blue River, will periodically compare portfolio/fund turnover at the end of a reporting period in comparison to the portfolio/fund turnover during longer periods to identify patterns of activity that could demonstrate the intent to pump the Client’s portfolio (i.e., manipulate trading to boost performance at the end of a period) or to window dress (i.e., improve the appearance of the Client’s portfolio or its performance before it is reported to Clients). This is accomplished by computing the Client’s portfolio turnover rates for the five or ten days before and after quarter ends for a two or three-year period and compare these short-period turnover rates, both individually and on average, to the Client’s portfolio turnover for the account or fund for one-year period.

Violations

The Company impose reasonable disciplinary measures, which may include termination, for violations of its Prohibition Against Manipulative Trading Policy.

APPX III – Page 32

ANNEX I

PRIVACY POLICY NOTICE

FACTS	WHAT DOES CHILTON CAPITAL MANAGEMENT LLC DO WITH YOUR PERSONAL INFORMATION?

Why?	Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

What?	The types of personal information we collect and share depends on the product or service that you have with us. This information can include: ● social security number and income ● account transactions and transaction history ● investment experience and purchase history When you are no longer our customer, we continue to share your information as described in this notice.

How?	All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reason Chilton Capital Management LLC chooses to share and whether you can limit this sharing.

Reasons we can share your personal information	Does Chilton Capital Managenet share?	Can you limit this sharing?
For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus	YES	NO
For our marketing purposes – to offer our products and services to you	NO	YES
For joint marketing with other financial companies	NO	We do not share
For our affiliates’ everyday business purposes – information about your transactions and experiences	NO	We do not share
For our affiliates’ everyday business purposes – information about your creditworthiness	NO	We do not share
For our affiliates to market to you	NO	YES
For nonaffiliates to market to you	NO	We do not share
To limit our sharing	Call (713) 243-3213 Email dwaldrum@chiltoncapital.com
Questions?	Call (713) 243-3213 Email dwaldrum@chiltoncapital.com

Who we Are
Who is providing this notice?	Chilton Capital Management LLC

What we do
How does Chilton Capital Management protect my personal information?	To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We authorize our employees, agents and contractors to get your information only when needed to do their work for us. We require companies working for us to protect your information. Our service providers are held accountable for adhering to strict policies and procedures to prevent any misuse of your nonpublic personal information.
How does Chilton Capital Management collect my personal information?	We collect your personal information, for example, when you ● open an account or give us contact information ● seek advice about your investments ● direct us to buy securities or sell securities ● provide account information or give us your income information ● make deposits or withdrawals from your account We also collect your personal information from other companies.
Why can’t I limit all sharing?	Federal law gives you the right to limit only ● sharing for affiliates’ everyday business purposes – information about your creditworthiness ● affiliates from using your information to market to you ● sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing
What happens when I limit sharing for an account I hold jointly with someone else?	Your choices will apply to everyone on your account.

Definitions
Affiliates	Companies related by common ownership or control. They can be financial and nonfinancial companies. ▪ Our affiliates include Chilton Capital Management Trust Co.
Non-affiliates	Companies not related by common ownership or control. They can be financial and nonfinancial companies. ▪ Chilton Capital Management does not share with non-affiliates so they can market to you.
Joint marketing	A formal agreement between non-affiliates financial companies that together market financial products or services to you. ▪ Chilton Capital Management does not jointly market.

Other important information

State Laws:

CA: Accounts with a California address are automatically treated as if they have limited the sharing and we will not share information about you within, or with financial companies outside, our family of companies unless we first provide you with privacy choices or unless otherwise permitted by law.

EXHIBIT A

EMPLOYEE INITIAL AND ANNUAL ACKNOWLEDGEMENT FORM

The undersigned employee (the “Employee”) of Chilton Capital Management LLC and/or an affiliate thereof (collectively, the “Company”), acknowledges having received and carefully reviewed a copy of the Company’s Compliance Manual and Code of Ethics, including the various appendices and exhibits thereto (collectively, the “Manual”), and agrees to abide by the provisions contained therein. The Employee understands that observance of the policies and procedures contained in the Manual is a material condition of the Employee’s employment by the Company and that any violation of any of such policies and procedures by the Employee will be grounds for punishment by the Company including, but not limited to, termination.

The Employee specifically agrees, among other things, as follows:

The Employee will not trade on the basis of, nor disclose to any third party, material non-public information, nor confidential information regarding the activities of any Client.²⁰⁴

The Employee will not engage in any personal securities transactions without first obtaining the prior approval from Chief Compliance Officer (the “CCO”) or his designee.

The Employee will report personal securities transactions to the CCO in compliance with the procedures contained in the Manual or Appendix III thereto.

The Employee will provide to the CCO, at least quarterly, copies of all trade confirmations or brokerage statements relating to such accounts.

The Employee will not, without the permission of the CCO, disclose to any third party any information that the Employee obtains regarding advice furnished by the Company to its Clients, non-public data furnished by any Client or investor, or the programs, analyses or other proprietary data or information of the Company.

The Employee will annually certify to the CCO that the Employee has reported all transactions in all accounts which the Employee owns or in which the Employee has a beneficial interest and all private securities transactions that are not carried out through brokerage accounts.

By the signature below, the Employee pledges to abide by the policies and procedures described above and affirms that the Employee has not previously violated such policies or procedures and has reported all securities transactions for his personal account(s) in the most recent calendar year as required by the Manual or Appendix III.

Employee Name:

Employee Signature:

Date:

²⁰⁴	The terms “Client” or “Clients” have the same meaning as defined in Section I.A.2. of the Company’s Manual.

EXHIBIT B

EMPLOYEE EXIT INTERVIEW COMPLIANCE QUESTIONNAIRE

Employee Name:

Date:

Important Note: This form is to be completed by each employee of Chilton Capital Management LLC (the “Company”) who are departing the Company for any reason. The purpose of this form is for the Company to obtain complete, accurate, and current compliance documentation for each departing employee. If you have any questions, please contact the Chief Compliance Officer, A. Chris St. Paul, at (713) 243-3225 or cstpaul@chiltoncapital.com. If any answer you give becomes inaccurate at any time or you discover that an answer given was not accurate at the time given, you are obligated to inform the Chief Compliance Officer and to promptly submit a new questionnaire.

Questions		Yes	No	Comments
1	Have you disclosed all your personal trading activity to date to Compliance?	[ ]	[ ]
1	If not, please complete the appropriate disclosure form before the end of the day and submit to the CCO for review and approval.
2	Have you participated in trading activity based on the receipt of material non-public information during your time at the Company?	[ ]	[ ]
3	Have you given material non-public information about the Company to anyone outside the Company?	[ ]	[ ]
4	Have you disclosed all your Political Contributions for the period you were with the Company and the two years prior to working with the Company?	[ ]	[ ]
4	If not, please complete the appropriate disclosure form before the end of the day and submit to the CCO for review and approval.
5	Have you completed information related to Outside Business Activities and Private Investments that you are involved in to date?	[ ]	[ ]
5	If not, please complete the appropriate disclosure form before the end of the day and submit to the CCO for review and approval.
6	Are you in possession of any private or confidential information about the Company, its Clients, its Affiliates, or its Limited Partners?	[ ]	[ ]
6	If so, please check "YES" to indicate that this information or material will not leave the Company location with you when you leave.	[ ]	[ ]

Questions		Yes	No	Comments
7	Do you have any Compliance Concerns that you have not disclosed?	[ ]	[ ]
7	If so, please describe the concern:
8	Do you have any Compliance Concerns that you previously disclosed that have gone unaddressed?	[ ]	[ ]
8	If so, please describe the concern:
9	Are your disciplinary history disclosures up to date as of today?	[ ]	[ ]
9	If not, please complete the appropriate disclosure form before the end of the day and submit to the CCO for review and approval.
10	Have you disclosed all of the social media you used during your time with the Company?	[ ]	[ ]
10	If not, please complete the appropriate disclosure form before the end of the day and submit to the CCO for review and approval.
11	Have you been contacted by any Regulatory Agency during your time with the Company?	[ ]	[ ]
11	If so, was Compliance notified? What was the result of the contact?	[ ]	[ ]

I certify that the information in this Questionnaire is accurate and correct. I will report any changes in it promptly to the CCO.

Signature:

EXHIBIT C

COMPLIANCE CONCERN REPORTING AND CERTIFICATION FORM

Every employee of Chilton Capital Management LLC (the “Company”) must internally disclose any and all compliance, regulatory and legal concerns regarding the Company, its advisory clients, and its employees.

To that end, and to aid the Company to meet all of its legal and regulatory requirements, please use this form at least quarterly to certify disclosure, or the lack of knowledge of, any legal or regulatory concerns. Please check all that apply:

[ ] I am reporting a legal or regulatory concern, which is briefly described below.

[ ] Other than as reported here or in previously submitted forms, I have no legal or regulatory concerns regarding the Company, its advisory clients or its employees. If I believe a previously reported concern has gone unaddressed, I am reporting such concern again here and the fact that it has gone unaddressed.

In addition, I have read and understand the Company’s Compliance Manual and Code of Ethics which sets forth the Company’s policies and procedures, and I agree to abide by such policy during the term of my employment.

Employee Name:

Employee Signature:

Date:

EXHIBIT D

PAID CONSULTANT OR EXPERT NETWORK PRE-APPROVAL FORM

Name of Service Provider:

Names of Service Provider Contacts:

Date of Review:__________________

Background on Service Provider:

What is the firm’s process with vetting their industry contacts?

○

Ensure the contacts are not prohibited by their employer from providing research

[ ] Yes [ ] No

○

Ensure the contacts participation does not violate any agreement, obligation or duty to another person (e.g., NDA, etc.) [ ] Yes [ ] No

○

Ensure the contacts do not disclose confidential information [ ] Yes [ ] No

○

Confirm their contacts do not work at the company they are covering [ ] Yes [ ] No

○

What percentage of their contacts work at public companies?

2. Does the firm provide introductions to (or identify) industry contacts? [ ] Yes [ ] No

If yes, please explain.

3. Does the firm pay any compensation to their industry contacts? [ ] Yes [ ] No

3. What is the firm’s work product and how is it distributed (print, email, phone call, etc.)?

Note: ask for a sample.

Is there a review process in place before it is distributed to clients? [ ] Yes [ ] No

If so, please describe and provide the background of the reviewer.

4. Does the firm maintain any policies and procedures with regard to material non-public information and insider trading? [ ] Yes [ ] No

If so, what are the procedures? Note: ask for the firm to provide their policy/procedures.

5. Does the firm have oversight from an in-house legal/compliance department or engage an outside law firm for a periodic compliance review of their operations?

[ ] Yes [ ] No

6. Does the firm provide compliance training to its employees? [ ] Yes [ ] No If so, how often?

7. Do any firm employees have other employment? [ ] Yes [ ] No

If so, do they have an affiliation with a public company? [ ] Yes [ ] No

Please provide details on their other employers.

8. Has the firm had any investigations or lawsuits? [ ] Yes [ ] No

9. Is the firm or its employees permitted to trade on companies they provide research on? [ ] Yes [ ] No

10. Does the firm buy research from a third party? [ ] Yes [ ] No

COMPLIANCE OFFICER APPROVAL/DENIAL

[ ] Approved	[ ] Denied

Signature of Compliance Officer		Date

Name of Compliance Officer

EXHIBIT E

OUTSIDE BUSINESS ACTIVITIES QUESTIONNAIRE

All Employees are required to devote their full time and efforts to the business of Chilton Capital Management LLC (the “Company”). In addition, no person may make use of his or her position as an Employee, make use of information acquired during employment, or make personal investments in a manner that may create a conflict, or the appearance of a conflict, between the Employee’s personal interests and the interests of the Company.

To assist in ensuring that such conflicts are avoided, an employee must obtain the written approval of the CCO prior to:

●

Serving as a director, officer, general partner or trustee of, or as a consultant to, any business, corporation or partnership, including family owned businesses, including charitable, non-profit organizations.

●

Accepting a second job or part-time job of any kind or engaging in any other business outside of the Company.

●

Acting, or representing that the employee is acting, as agent for a firm in any investment banking matter or as a consultant or finder.

●

Making a private investment.

●

Obtaining a controlling interest in any company or entity.

●

Forming or participating in any stockholders’ or creditors’ committee (other than on behalf of the Company) that purports to represent security holders or claimants in connection with a bankruptcy or distressed situation or in making demands for changes in the management or policies of any firm, or becoming actively involved in a proxy contest.

●

Receiving compensation of any nature, directly or indirectly, from any person, firm, corporation, estate, trust or association, other than the Company, whether as a fee, commission, bonus or other consideration such as stock, options or warrants.

Every Employee is required to complete the attached disclosure form and have the form approved by the CCO prior to serving in any of the capacities or making any of the investments described heretofore. In addition, an Employee must advise the Company if the Employee is or believes that he or she may become a participant, either as a plaintiff, defendant or witness, in any litigation or arbitration.

Complete the information below regarding all Outside Business Activities, as described above.

Name of Employee

SECTION A. GENERAL (All Employees must complete all questions in Section A.)

1.	[ ] Yes	[ ] No	I am seeking approval to become a director, officer, general partner, sole proprietor or employee of, or a consultant or contributor to, an organization or entity other than the Company or any of its affiliates. If yes, complete only Sections B and H.

2.	[ ] Yes	[ ] No	I am seeking approval to serve or to agree to serve in a fiduciary capacity as an administrator, conservator, executor, guardian or trustee. If yes, complete only Sections C and H.

3.	[ ] Yes	[ ] No	I am seeking approval to make a private investment in an organization or entity. If yes, complete only Sections D and H.

4.	[ ] Yes	[ ] No	I am seeking approval to purchase a controlling interest in an organization or entity. If yes, complete only Sections E and H.

5.	[ ] Yes	[ ] No	I am seeking approval to serve or to participate in a security holders’ or creditors’ committee or to become actively involved in a proxy contest seeking a change in the management or control of an organization or entity. If yes, complete only Sections F and H.

6.	[ ] Yes	[ ] No	I anticipate becoming involved or participating in an arbitration or litigation, either as a plaintiff, defendant or witness. If yes, complete only Sections G and H.

SECTION B. EMPLOYMENT RELATIONSHIPS AND DIRECTORSHIPS

Name of Organization or Entity:

Employee’s Position or Function:

Activity or Business of Organization or Entity:

Type and Location of Organization or Entity:

Date Association with Organization or Entity will Commence:

Hours Devoted Per Day:	During Business Hours: ___________ During Non-Business Hours ________

Annual Compensation From Organization or Entity:

Financial Interest in Organization or Entity:

To the best of your knowledge:

Does any material adverse information exist concerning the organization or entity?	[ ] Yes	[ ] No

Does any conflict of interest exist between any the Company or any of its affiliates?	[ ] Yes	[ ] No

Does the organization or entity have a business relationship with the Company or any of its affiliates?	[ ] Yes	[ ] No

If yes to any of the above, please provide full explanation.

SECTION C. FIDUCIARY RELATIONSHIPS

Name of Person or Organization or Entity Employee will be Acting for:

Employee’s Fiduciary Capacity:

Basis for Appointment: (e.g., Family Related)

Annual Compensation for Serving:

Have securities or futures accounts (other than Federal Reserve Board “Treasury Direct” accounts) been opened for the benefit of the person or organization or entity and will the employee have the authority to make investment decisions for such accounts?

[ ] Yes

[ ] No

If yes, please complete and attach employee securities/futures account disclosure form included in the Company’s Code.

SECTION D. PRIVATE INVESTMENTS

Name of Organization or Entity:

Type and Size of Interest:

Type and Location of Organization or Entity:

Activity or Business of Organization or Entity:

Date Interest to be Acquired:

If Equity Interest, Percentage Ownership: Will you be receiving any selling compensation in connection with this investment?

To the best of your knowledge:

Does any material adverse information exist concerning the organization or entity?	[ ] Yes	[ ] No

Does any conflict of interest exist between the Company or any of its affiliates?	[ ] Yes	[ ] No

Does the organization or entity have a business relationship with the Company or any of its affiliates?	[ ] Yes	[ ] No

If yes to any of the above, please provide full explanation.

SECTION E. CONTROL INTERESTS

Name of Organization or Entity:

Type and Size of Interest:

Ownership Percentage:

Activity or Business of Organization or Entity:

Date Interest to be Acquired:

To the best of your knowledge:

Does any material adverse information exist concerning the organization or entity?	[ ] Yes	[ ] No

Does any conflict of interest exist between this entity and the Company or any of its affiliates?	[ ] Yes	[ ] No

Does the organization or entity have a business relationship with the Company or any of its affiliates?	[ ] Yes	[ ] No

If yes to any of the above, please provide full explanation.

SECTION F. CLAIMANT COMMITTEES/PROXY CONTESTS

Type of Committee (if applicable):

Target Organization or Entity:

Activity or Business of Organization or Entity:

Type and Location of Organization or Entity:

Employee Role or Function:

To the best of your knowledge:

Does any conflict of interest exist between this entity and the Company or any of its affiliates?	[ ] Yes	[ ] No

Does the organization or entity have a business relationship with the Company or any of its affiliates?	[ ] Yes	[ ] No

If yes to any of the above, please provide full explanation.

SECTION G. ARBITRATION/LITIGATION

Employee Role:

Plaintiff

[ ]

Defendant

[ ]

Witness

[ ]

Title of Action:

Description of Action:

To the best of your knowledge:

Is the Company or any of its affiliates involved in or affected by this action?	[ ] Yes	[ ] No

Is any Company client, counterparty or vendor involved in or affected by this action?	[ ] Yes	[ ] No

If yes to any of the above, please provide full explanation.

SECTION H. EMPLOYEE AFFIRMATION

I affirm that the above information is accurate and complete as of the date hereof. I understand that I am under an obligation during my employment with the Company to obtain the approval of the CCO prior to engaging in outside activities or making certain investments, as more fully described in the Company policy and to advise the Company if I become or I believe I may become a participant, either as a plaintiff, defendant or witness in any litigation or arbitration. I also agree to advise the CCO promptly if the information herein changes or becomes inaccurate.

Employee Signature

Date

SECTION I. COMPLIANCE OFFICER APPROVAL/NOTIFICATION

Compliance Officer Signature

Date

Compliance Officer Name

EXHIBIT F

RESTRICTED LIST – ADDITION FORM

Restricted Entity Name:

Ticker:

CUSIP:

Analyst Name(s):

Please list any other persons with whom you will share the information described herein:

_________________________________________________________________________________________

Date Added to Restricted List:

Please describe the material non-public information received:

_________________________________________________________________________________________

How was the information obtained (i.e. Intralinks, in-person presentation, phone call, email, mail, etc.)?

_________________________________________________________________________________________

What information was obtained? (i.e. financial forecasts, earnings estimates, etc.) If forecasts or estimates were obtained, please provide time period of estimates.

_________________________________________________________________________________________

Why did you decide to receive the material non-public information? (Please include what type of transaction we are contemplating, if applicable)

_________________________________________________________________________________________

Was the material non-public information received directly from the Restricted Entity or through an intermediary such as an investment bank? Yes: [ ] No: [ ]

If yes, please provide name of the entity or intermediary and the name of the individual who provided the information:

_________________________________________________________________________________________

Please list types of securities issued by the Restricted Entity (public/private, equity/debt, etc.)

_________________________________________________________________________________________

Do you know of any contractual restrictions on trading in the securities of the Restricted Entity while in possession of the material, non-public information (i.e. agreement not to trade for a certain period of time)?

_________________________________________________________________________________________

Employee Name:

Employee Signature:

Date:

EXHIBIT G

RESTRICTED LIST – DELETION FORM

Restricted Entity Name:

Ticker:

CUSIP:

Analyst Name(s):

Date Added to Restricted List:

Date Removed From Restricted List:

Please explain why the entity is being removed from the restricted list: Is the information stale? (i.e., because of the time period or events/transactions facing the company or conditions/trends facing the industry, etc.) Has the information become public? Please provide details and include any relevant press releases, company filings, etc.

_________________________________________________________________________________________

When was the last time you received material non-public information regarding this entity?

_________________________________________________________________________________________

Did the firm participate in a transaction in connection with receipt of the material non-public information?
[ ] Yes [ ] No If yes, provide details _________________________________________________

_________________________________________________________________________________________

Did you share the material non-public information with any person outside of the Company?

[ ] Yes [ ] No If yes, please explain: _________________________________________________

_________________________________________________________________________________________

Employee Name:

Employee Signature:

Date:

EXHIBIT H

REQUEST FOR PRE-CLEARANCE OF PERSONAL SECURITIES TRADE

Employee’s Name:

Date	Purchase or Sale	Ticker Symbol	CUSIP	Name of Issuer/ Type of Security	Quantity (No of Shares or Principal Amount)	Approx Price	Account Name and Number	Name of Broker-Dealer Executing Transaction

The Employee submitting this request understands and specifically represents as follows:

I have no inside information relating to the above-referenced named issuer(s);

I have not had any contact or communication with the above-referenced named issuer(s) in the last six (6) months;

I am not aware of any conflict of interest the above-referenced transaction may cause with respect to any advisory client account and I am not aware of any advisory client account trading activity that may have occurred in the issuers of the above referenced securities during today’s current trading day or that may now or in the near future be contemplated;

I do not have beneficial ownership in any of the above-referenced named issuer(s) exceeding one-half of one percent (1/2 of 1%). If approval is granted, it will not result in having beneficial ownership in any of the above-referenced named issuer(s) exceeding one-half of one percent (1/2 of 1%);

I have not had any transactions in any of the above-referenced named issuer(s) in the last thirty (30) trading calendar days;

If approval is granted, it is only good for one (1) day and specifically the day it was approved (e.g., expiring at midnight on the day of approval); and

The securities are not being purchased in an initial public offering or private placement.

*If for any reason an employee cannot make the above required representations or has any questions in this area, the employee MUST contact the CCO before submitting any request for approval.

[ ] APPROVED [ ] DENIED

EXHIBIT I

PERSONAL ACCOUNT DISCLOSURE FORM

Every Employee of Chilton Capital Management LLC (the “Company”) must disclose to the Chief Compliance Officer (the “CCO”) or designee any and all personal accounts that have the capability to hold or trade any security²⁰⁵over which the Employee has, or acquires, any direct or indirect beneficial ownership.²⁰⁶ An Employee is presumed to be a beneficial owner of securities that are held by his or her immediate family members sharing the Employee’s household, which include securities accounts of a spouse, minor children and any other relatives resides in the Employee’s home, as well as accounts of another person if by reason of any contract, understanding, relationship, agreement or other arrangement the Employee obtains therefrom benefits substantially equivalent to those of ownership.

Disclosure is not required for any account:

●

over which the Employee has, or acquires, no direct or indirect beneficial ownership in the account;

●

over which the Employee has no direct or indirect influence or power to control or ability to influence investment decisions in the account, including: (i) suggesting purchases or sales of securities to the trustee or third-party discretionary manager; or (ii) consulting with the trustee or third-party discretionary manager as to the particular allocation of securities to be made in the account.

Please check one of the following and sign below:

[ ]

I do not have any accounts that must be disclosed. I agree to notify the CCO prior to any such account being opened in the future.

[ ]

Set forth below is a complete list of all accounts that must be disclosed (use additional forms if necessary).

The CCO will be sending a letter requesting duplicate confirms and statements for each of the accounts disclosed below.

²⁰⁵

“Security” means any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing.

²⁰⁶

Rule 204A-1(b)(1)(i)(A) and (b)(2)(i). Rule 204A-1 provides that beneficial ownership is to be interpreted in the same manner as for purposes of rule 16a-1(a)(2) under the Securities Exchange Act of 1934 in determining whether a person has beneficial ownership of a security for purposes of section 16 of that Act. Rule 204A-1(e)(3). This is the same as the standard under rule 17j-1.

Name of Institution and Account Holder’s Name *(i.e.,* you, spouse, child)**	Account Number	Have you requested duplicate statements?
1.
2.
3.
4.

I have read and understand the Personal Securities Trading Policies referenced in the Company’s Code of Ethics and Compliance Manual, and I agree to abide by such policies during the term of my employment.

Employee Name: ___________________________________

Employee Signature: _________________________________

Date: __________________

EXHIBIT J

EMPLOYEE SECURITIES HOLDINGS REPORT

(Initial Holdings Report must be completed and returned within 10 days of hire.)

(Annual Holdings Report must be submitted no later than 30 days after the end of each Calendar Year)


Name of Employee:		Date of Hire:	Date of Annual Holdings Report: December 31, 20___
	(please print your full name)

As of the date appearing above, the following are each and every Covered Security¹ (Securities other than Exempt Securities²) and account in which I have a direct or indirect beneficial ownership or other beneficial interest. For purposes of this report, the term beneficial ownership or beneficial interest shall mean ownership of securities or securities accounts by or for the benefit of a person, or such person’s “Family Member,” including any account in which the Employee or Family Member of that person holds a direct or indirect beneficial interest, or retains discretionary investment authority or other investment authority (e.g., a power of attorney). The term “Family Member” means any person’s spouse, child or other relative, whether related by blood, marriage or otherwise, who either resides with, or is financially dependent upon, or whose investments are controlled by that person and any unrelated individual whose investments are controlled and whose financial support is materially contributed to by the person, such as a “significant other.”

[ ] I do not have any Covered Security holdings or personal accounts that maintain securities for my direct or indirect benefit.

The following represents all Covered Security holdings that I have a direct or indirect beneficial ownership or beneficial interest as of the above applicable date:

Name and Type of Covered Security	Ticker Symbol or CUSIP	Holding Type (Long, Short)	Number of Shares and /or Principal Amount	Name of Institution and Account Number

Note: In lieu of listing on this form each and every Covered Security held as of the date above, you may attach as an exhibit to this document your statement(s) from each personal account. Notwithstanding this accommodation, it remains your sole responsibility to ensure that the information reflected in any such statement(s) is accurate and completely discloses ALL Covered Securities holdings as of the date no more than forty-five (45) days prior to the above date.

The following represents all personal accounts in which any securities are held for my direct or indirect benefit as of the above date:

Name of Institution and Account Holder’s Name (i.e., you, spouse, child)	Account Number	Have you requested duplicate statements
		[ ] Yes	[ ] No
		[ ] Yes	[ ] No
		[ ] Yes	[ ] No

I certify that the securities listed above, are the only Covered Securities in which I or any Family Member have a direct or indirect beneficial ownership interest, and I further certify that I have read and agree to be bound by the Code of Ethics.

Employee Name:

Employee Signature:			Date:

Reviewed by:			Date:

Reportable Security means every Security (as defined in the Regulatory Compliance Manual and Code of Ethics (the “Manual”)) in which an Employee or a Family Member has a beneficial ownership or other beneficial interest except that a Covered Security shall not include an Exempt Security, as defined below.

Exempt Security is any security that falls into any of the following categories: (i) registered open-end mutual fund shares, not managed by the Company; (ii) security purchases or sales that are part of an automatic dividend reinvestment plan (e.g., DRIP accounts, etc.); (iii) College Direct Savings Plans (e.g., NY 529 College Savings Program, etc.); (iv) Open-end Unit Investment Trusts that hold securities in proportion to a broad based market index (e.g., QQQ, Spiders); (v) bankers acceptances, bank certificates of deposit or time deposits, commercial paper and other short term high quality debt instruments with one year or less to maturity; and (vi) treasury obligations (e.g., T-Bills, Notes and Bonds) or other securities issued/guaranteed by the US Government, its agencies, or instrumentalities (e.g., FNMA, GNMA, etc.).

EXHIBIT K

EMPLOYEE QUARTERLY TRANSACTION REPORT

(Must be submitted no later than 30 days after the end of each Calendar Quarter)

Name of Employee:
	(please print your full name)

The following are all transactions in Covered Securities¹ (Securities other than Exempt Securities²) effected during this quarter.

In lieu of listing every required transaction, an Employee may attach copies of order confirmations or account statements covering every reportable transaction for the period or may arrange with their broker-dealer to have them automatically forwarded to the CCO or designee. Notwithstanding this accommodation, it remains the Employee’s sole responsibility to ensure that the required information is provided that accurately and completely reflect and disclose all reportable transactions during the period.

Trade Date	Ticker Symbol or CUSIP	Name/Title and Type of Covered Security	Interest Rate and Maturity Date	Nature of Transaction (Buy, Sell, etc.)	Number of Shares	Price	Principal Amount	Account Number and Name of Executing Broker-Dealer

Please check all that apply:

[ ]

During this quarter, I had no transactions in any Covered Securities.

[ ]

All of my Covered Securities transactions (if any) are reflected in brokerage statements and trade confirmations that are automatically forwarded to the CCO or designee. I have not engaged in any other securities transactions except as disclosed therein.

[ ]

In addition to the Covered Securities transactions listed in my brokerage statements and confirmations which are automatically forwarded to the CCO or designee, I engaged in the Covered Securities transactions listed.

Since the prior quarterly report, I have opened or closed the following accounts (including brokerage accounts and bank accounts used substantially as brokerage accounts): (If none, leave blank)

Account Name and Number	Firms Through Which Transactions Are Effected	Date Account Opened or Closed

I am not aware of any personal conflict of interest which may involve any Client investment, such as the existence of any economic relationship between my personal securities trading or holdings and securities/transactions involving any Client investment. I have not recommended any transaction in any Covered Securities by a Client without having disclosed to the CCO my interest, if any, in such Covered Securities or the issuer thereof, including: my beneficial ownership of any Covered Securities of such issuer; any contemplated transaction by me in such Covered Securities; any position I have with such issuer; and any present or proposed business relationship between such issuer and me (or a party in which I have a significant interest).

I certify that the information provided in this report is complete and accurate.

Employee Name:

Employee Signature:			Date:

Reviewed by:			Date:

EXHIBIT L

MANAGED ACCOUNT DISCLOSURE FORM

In accordance with Rule 17j-1 under the Investment Company Act of 1940, as amended and Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the “Rules”), I am considered to be an “access person” of Chilton Capital Management LLC (the “Company”) and subject to the Rules’ terms and conditions. The Rules requires periodic reporting of my personal securities transactions and holdings to be made to the Company. However, as specified in the Rules, I am not required to submit any report with respect to securities held in accounts over which I have “no direct or indirect influence or control.”

[ ]

I do not have any accounts that must be disclosed, over which I have “no direct or indirect influence or control.” I agree to notify the CCO prior to any such account being opened in the future.

[ ]

I have retained a financial planner, wealth manager, trustee or third-party investment manager (collectively, a “Manager”) that is an independent unaffiliated professional to manage my accounts. The following is a list of the accounts over which I have no direct or indirect influence or control (the “Accounts”):

Name of Broker-Dealer, Bank or other Institution	Account Name and Number	Relationship to Manager (independent unaffiliated professional, friend, relative, etc.)
1.
2.

By signing below, I acknowledged and certify that:

I have no direct or indirect influence or control over the Accounts;

If the control over the Accounts should change in any way, I will immediately notify you in writing of such a change and will provide any required information regarding holdings and transactions in the Accounts pursuant to the Rule; and

I will agree to provide reports of holdings and/ or transactions (including, but not limited to, duplicate account statements and trade confirmations) made in the Accounts at the request of the Company’s Chief Compliance Officer.

Access person completing this certification on an annual basis, also acknowledge and certify the following:

I did not suggest that the Manager make any particular purchases or sales of securities for the Accounts during the period [Month YEAR to Month YEAR];

I did not direct the Manager to make any particular purchases or sales of securities for the Accounts during the period [Month YEAR to Month YEAR]; and

I did not consult with the Manager as to the particular allocation of investments to be made in the Accounts during the period [Month YEAR to Month YEAR].

Employee Name:

Employee Signature:			Date:

Reviewed by:			Date:

EXHIBIT M

FOREIGN PERSON GIFT AND ENTERTAINMENT PRE-CLEARANCE FORM

Name of Recipient:

Recipients Relationship to Foreign Government/Entity:

Description of Gift/Entertainment:

What is the approximate value of the gift/entertainment?

Have you given anything of value to the recipient previously? [ ] Yes [ ] No

If yes, date of last gift/approximate value:

Employee Name:


Employee Signature			Date

COMPLIANCE OFFICER APPROVAL/DENIAL

[ ] Approved	[ ] Denied


Name of Compliance Officer		Date


Signature of Compliance Officer

EXHIBIT N

PAY-TO-PLAY ACKNOWLEDGEMENT AND PRE-CLEARANCE FORM

Employee Name: _________________________ Title: ________________________

Chilton Capital Management LLC (the “Company”) has determined that you are, or are to become, a “covered associate” as such term is defined in Rule 206(4)-5 (the “Rule”) under the Investment Advisers Act of 1940, as amended. The Rule is designed to curtail the use of political contributions to influence the selection of investment advisors by government entities or government investment pools.

As a covered associate, you acknowledge that you are required to comply with the Company’s policy concerning the Rule, as reflected in its Code of Ethics and Compliance Manual, including by signing this acknowledgment and by pre-clearing with the CCO any and all contributions or payments to any Covered Official (as such term is defined in the Company’s Code of Ethics). By signing this form, you certify that the information provided herein is accurate and complete.

Date of Actual/Proposed Contribution: ______________________________________________

Covered Official Receiving Contribution: ____________________________________________

Current Title and Occupation Covered Official: _______________________________________

Government Entity(s) Influenced by Covered Official:

Is Covered Official a Candidate for Office? [ ] Yes [ ] No

If Yes, title of the office being sought: _______________________________________________

Description of Contribution (Cash, Use of Phones, etc.):

_____________________________________________________________________________________

_______________________________________________________________________

Value of Contribution: ___________________________________________________________

[ ]

As of the date hereof, and since the date of the last submitted Covered Associate Acknowledgement and Pre-Clearance Form (if any), I have made no political contributions.

[ ]

APPROVED

[ ]

DENIED

Employee Signature:

Date:

Reviewed By:

Date:

EXHIBIT O

NEW EMPLOYEE POLITICAL CONTRIBUTION DECLARATION FORM

In order to comply with certain regulatory requirements, Chilton Capital Management LLC (the “Company”) is required to ascertain if you have made certain political contributions in the past two (2) years (whether directly or indirectly). As a result, kindly complete the following questions, sign and return it to the Company’s Chief Compliance Officer.

1. Name:

2. Address (include for past two (2) years):

3. Your Position:

4. Have you made any Contributions²⁰⁷ to any Official²⁰⁸ of a Government Entity²⁰⁹ or political party of a state or subdivision or political action committee (“PAC”) within the past two (2) years? (Please check):

Yes [ ] No [ ] If you checked “NO” to Question 4 above, please skip the rest of the form and sign and date below. If you checked “YES” to 4 above, kindly respond to the following questions for each Contribution.

5. Name of the official, political party or PAC to whom you made the Contribution(s)?

Date and amount (or description) of the Contribution(s)?

Office held or sought by the official, if applicable?

²⁰⁷

“Contribution” means (i) any gift, subscription, loan, advance or deposit of money or anything of value made for the purpose of influencing any election for federal, state or local office, (ii) payment of debt incurred in connection with any such election, or (iii) transition or inaugural expenses of a successful candidate for state or local office.

²⁰⁸

“Official” means any person (including such person’s election committee) who was, at the time of the Contribution, an incumbent, candidate, or successful candidate for elective office of a Government Entity. In some circumstances, a Contribution to a local political party or a political action committee may be deemed to be a Contribution to an individual Official or Officials. Note, this definition applies to any incumbent Official who is a candidate for an elective office of the federal government, and vice versa.

²⁰⁹

“Government Entity” means (i) any state or political subdivision of a state, including an agency or authority, (ii) a pool of assets sponsored or established by such entity, including but not limited to a “defined benefit plan” or general fund, (iii) a plan or program of such entity, and (iv) officers, agents or employees of such entity acting in their official capacity.

Signature		Date


Chief Compliance Officer Signature		Date

EXHIBIT P

GIFT AND ENTERTAINMENT APPROVAL FORM

Requested By: __________________________________________ Date of Request: ________________________

Payor²¹⁰	Purpose and Location or Description of Gift	Attendees²¹¹	Amount²¹²	Date of Event



			Total

Please provide the number of gifts previously received from the Payor or entertainment events attended that were sponsored by the Payor in the current calendar year.

Gifts: _________ Entertainment:_____________

Please provide any additional details that would be helpful in the CCO’s determination:

COMPLIANCE OFFICER APPROVAL/DENIAL

[ ] Approved	[ ] Denied

Name of Compliance Officer		Date


Signature of Chief Compliance Officer

Signature of Chief Compliance Officer

²¹⁰	Be Specific-i.e. name and type (such as broker- dealers, RIAs, industry association, individuals, etc.); describe any contractual or other relationship between the payor and the payee. Please complete a different form for each payor.

²¹¹	Indicate any relationship to the payor.

²¹²	Include breakdowns, including any amounts paid for travel and accommodations.

APPENDIX IV

TRADE FLOW DIAGRAM

APPX IV – Page 1

APPENDIX V

EXAMPLES OF ELIGIBLE “RESEARCH” AND “BROKERAGE” UNDER 28(E)

“RESEARCH”

ELIGIBLE

INELIGIBL

▪ “Advice,” either directly or through publications or writings, as to the value of securities, the advisability of investing in, purchasing, or selling securities, and the availability of securities or purchasers or sellers of securities

▪ “Analyses” or “reports” concerning issuers, industries, securities, economic factors and trends, portfolio strategy, and the performance of accounts

▪ Traditional research reports analyzing the performance of a particular company or stock

▪ Report concerning political factors that are interrelated with economic factors if used in the investment decision-making process

▪ Discussions with research analysts when they involve furnishing advice directly as to the advisability of investing in securities

▪ Meetings with corporate executives to obtain oral reports on the performance of a company when reasoning or knowledge imparted at the meeting about the issuer

▪ Seminars or conferences where they relate to research (i.e. provide substantive content relating to issuers, industries and securities)

▪ Software that provides analyses of securities portfolios

▪ Corporate governance research (including corporate governance analytics) and corporate governance rating services when they reflect the expression of reasoning or analysis relating to a subject in the statute (e.g. issuers)

▪ Consultant services if provides advice concerning portfolio strategy

▪ Certain non-mass marketed financial newsletters and other financial and economic publications not targeted to a wide, public audience (if they relate to the subject matters referenced in 28(e))

▪ Trade magazines and technical journals concerning specific industries (e.g. nano-technology) or product lines (e.g. medical devices) if marketed to and intended to serve the interests of a narrow audience (e.g. physicians) rather than the general public

▪ Pre-and post-trade analytics, software and other products that depend on market information to generate market research, including research on optimal execution venues and trading strategies, if used in the investment decision-making process

▪ Advice from broker-dealers on order execution, including advice on execution strategies, market color, and the availability of buyers and sellers (and software that includes these types of market research), if used in the investment decision-making process

▪ Products with inherently tangible or physical attributes (such as telephone lines and office furniture)

▪ Operational overhead expenses

▪ CFA exam review courses

▪ Membership dues (including initial and maintenance fees paid on behalf of the adviser or any of its employees to any organization or representative or lobbying group or firm)

▪ SRO fees

▪ Professional licensing fees

▪ Office rent

▪ Utilities

▪ Phone

▪ Carpeting

▪ Marketing

▪ Entertainment

▪ Meals

▪ Copiers

▪ Office supplies

▪ Fax machines

▪ Couriers

▪ Backup generators

▪ Electronic proxy voting services

▪ Salaries, including research staff

▪ Legal expenses

▪ Travel expenses

▪ Consultant services if provides advice concerning adviser’s internal management or operations

▪ Travel expenses, entertainment and meals associated with attending seminars

▪ Travel and related expenses associated with arranging trips to meet corporate executives, analysts or others who may provide eligible research orally

▪ Office equipment

▪ Office furniture

▪ Business supplies

▪ Accounting fees and software

▪ Website design

APPX V – Page 1

“RESEARCH”(continued)

ELIGIBLE

INELIGIBLE

▪ Data services – such as those providing market data (like stock quotes, last sale prices, trading volumes, etc.) or economic data – provided they satisfy the subject matter criteria and provide lawful assistance in the investment decision-making process

▪ Other data, if they reflect substantive content (meaning the expression of reasoning or knowledge) related to the subject matters identified in 28(e)

▪ Company financial data

▪ Economic data (such as unemployment and inflation rates or gross domestic product figures)

▪ Proxy services, to the extent providing “research” such as reports and analyses on issuers, securities and the advisability of investing in securities

▪ Email software

▪ Internet service

▪ Personnel management

▪ Marketing

▪ Software to assist with administrative functions such as managing back-office functions, operating systems and word processing

▪ Equipment maintenance and repair services

▪ Computer hardware, including terminals

▪ Computer accessories

▪ Peripherals and delivery mechanisms associated with computer hardware

▪ Telecommunications lines

▪ Transatlantic cables

▪ Computer cables

▪ Mass marketed publications (i.e.those intended for and marketed to a broad, public audience)

▪ Proxy services, to the extent providing products or services to handle the mechanical aspects of voting, such as casting, counting, recording and reporting votes

“BROKERAGE”

ELIGIBLE

INELIGIBLE

▪ Activities required to effect securities transactions

▪ Functions performed incidental to effecting securities transactions

▪ Functions in connection with effecting securities transactions required by the SEC or SROs

▪ Clearance, settlement and custody services in connection with trades effected by the broker

▪ Post-trade matching of trade information

▪ Post-trade exchange of messages among broker-dealers, institutions and custodians related to the trade

▪ Post-trade electronic communication of allocation instructions between institutions and broker-dealers

▪ Post-trade routing settlement instructions to custodian banks and broker-dealers’ clearing agents

▪ Post-trade short-term custody related to effecting particular transactions in relation to clearance and settlement of the trade

▪ Hardware such as telephones and computer terminals, including those used in connection with OMS and trading software

▪ Software functionality used for recordkeeping or administrative purposes, such as managing portfolios

▪ Quantitative analytical software used to test “what- if” scenarios relating to adjusting portfolios, asset allocations, or for portfolio modeling (whether or not provided through OMS)

APPX V – Page 2

“BROKERAGE” (continued)

ELIGIBLE

INELIGIBLE

▪ Comparison services required by SEC or SRO rules, for example, in certain circumstances, the use of electronic confirmation and affirmation of institutional trades is required in connection with settlement processing

▪ Communications services related to the execution, clearing and settlement of securities transactions and other incidental functions

▪ Connectivity service between the money manager and the broker-dealer and other relevant parties such as custodians

▪ Dedicated lines between the broker-dealer and the money manager’s order management system

▪ Lines between the broker-dealer and order management systems operated by a third-party vendor

▪ Dedicated lines providing direct dial-up service between the money manager and the trading desk at the broker-dealer

▪ Message services used to transmit orders to broker-dealers for execution

▪ Trading software used to route orders to market centers

▪ Software that provides algorithmic trading strategies

▪ Software used to transmit orders to direct market access (DMA) systems

▪ OMS aspects that include trading software used to route orders, provide algorithmic trading strategies, or transmit orders to DMA systems or provide connectivity to this software

▪ Compliance mechanisms, such as (i) performing tests which analyze information over time in order to identify unusual patterns, including for example, an analysis of the quality of brokerage execution (for the purpose of evaluating best execution), an analysis of portfolio turnover rate (to determine whether portfolio managers are overtrading securities), or an analysis of the comparative performance of similarly managed accounts (to detect favoritism, misallocation of investment opportunities or other breaches of fiduciary responsibility); (ii) creating trading parameters for compliance with regulatory requirements, prospectus disclosure or investment objectives; or (iii) stress-testing a portfolio under a variety of market conditions or to monitor style drift

▪ Trade financing, such as stock lending fees, capital introduction and margin services

▪ Error correction trades or related services in connection with errors committed by advisers

▪ Long-term custody and custodial recordkeeping

APPX V – Page 3

APPENDIX VI

LIST OF REQUIRED BOOKS AND RECORDS

List of required books and records under Rule 204-2 of the Advisers Act:

Record Retention Policy: Except as provided below with respect to organizational documents of the Company, required books and records must be maintained for a minimum of five (5) years from the end of the fiscal year during which the last entry was made on the record or the Company last published or otherwise disseminated the regulated information. For the first two (2) years of such five (5) year period, the required records must be kept at the principal office of the Company. For the remaining three (3) years of the five (5) year period, such books and records will be maintained in an easily accessible place. Any records should be accessible promptly upon the SEC’s request. Any required books and records that are created on personal computers of supervised persons must be saved to the shared server as soon as possible.

Organizational Documents: Notwithstanding the foregoing, certain organizational records, such as limited partnership agreements, limited liability company agreements, certificates of formation, member and/or manager resolutions/consents, general partner resolutions/consents, minute books and stock certificate books, shall be maintained at the principal office and must be kept until at least three (3) years after the termination of the Company.

Accounting Records
Journals Subparagraph (a)(1)	Journals that include cash receipts and disbursements records.
Ledgers Subparagraph (a)(2)	General and auxiliary ledgers that reflect asset, liability, reserve, capital, income and expense accounts.
Account Documentation Subparagraph (a)(4)	Checkbooks, bank statements, cancelled checks and cash reconciliations.
Invoices Subparagraph (a)(5)	Bills or statements of account (paid or unpaid).
Financial Statements Subparagraph (a)(6)	Trial balances and financial statements (income statement and balance sheet).

Advisory Records

Trade Tickets

Subparagraph (a)(3)

A memorandum of each order that (1) shows the terms and conditions of the order, instruction, modification or cancellation; (2) identifies the person connected with the investment adviser who recommended the transaction to the client and the person who placed such order; and (3) shows the account for which entered, the date of entry and the bank, broker or dealer by or through whom executed where appropriate. Orders entered pursuant to the exercise of discretionary power must be so designated.

Written Materials

Subparagraph (a)(7)

Written materials received and sent by an adviser, including postal and e-mail and instant messages, relating to: (1) recommendations and advice given or proposed, (2) the receipt, disbursement or delivery of client or investor funds and securities and (3) the placement and execution of orders to purchase or sell securities. Examples of such materials include:

APPX VI – Page 1

Advisory Records
	● e-mail to any investor; ● internal e-mail from a firm’s portfolio manager to a trader with regard to the execution of an order; ● e-mail from the CCO to a supervised person or an agent of the Company regarding a complaint from an investor; ● letter or e-mail sent by an adviser to a fund custodian or other entity regarding the disbursement of the Company’s management fee; ● e-mail complaint from an investor; ● research report that is sent from an analyst to his trading colleague; ● instant message sent by an adviser’s trader to one of the firm’s broker-dealers; and ● trade confirmation received by an adviser (whether in hard copy or electronic format).
Discretionary Authority Subparagraph (a)(8)	A list of all accounts/funds over which the adviser has discretionary authority with respect to funds, securities or transactions.
Limited Trading Powers of Attorney Subparagraph (a)(9)	All powers of attorney and other evidences of the granting of discretionary authority by any client or investor.
Written Agreements Subparagraph (a)(10)	Any written agreement or contract that the adviser is a party to, including but not limited to written contracts with clients (i.e. investment management agreements), investors (i.e. subscription agreements), third-party service providers and solicitors.
Form ADV Documentation Subparagraph (a)(14)	(i) A copy of each brochure and brochure supplement, and each amendment or revision to the brochure and brochure supplement, that satisfies the requirements of Part 2 of Form ADV; any summary of material changes that satisfies the requirements of Part 2 of Form ADV but is not contained in the brochure; and a record of the dates that each brochure and brochure supplement, each amendment or revision thereto and each summary of material changes not contained in a brochure that was given to any client or to any prospective client who subsequently becomes a client. (ii) Documentation describing the method used to compute managed assets for purposes of Item 4.E of Part 2A of Form ADV, if the method differs from the method used to compute regulatory assets under management in Item 5.F of Part 1A of Form ADV. (iii) A memorandum describing any legal or disciplinary event listed in Item 9 of Part 2A or Item 3 of Part 2B (Disciplinary Information) and presumed to be material, if the event involved the investment adviser or any of its supervised persons and is not disclosed in the brochure or brochure supplement described in paragraph (i) above. The memorandum must explain the investment adviser’s determination that the presumption of materiality is overcome and must discuss the factors described in Item 9 of Part 2A of Form ADV or Item 3 of Part 2B of Form ADV.

APPX VI – Page 2

Advisory Records
Solicitor’s Acknowledgements Subparagraph (a)(15)	All written acknowledgements obtained from and copies of the disclosure documents provided to investors who were referred to the Company (on behalf of a fund) by an unaffiliated, third-party solicitor.
Securities Transaction Journal Subparagraph (c)(1)(i)	A record, by fund, of securities purchased and sold and the date, amount and price of each such purchase and sale.
Securities Cross Reference Subparagraph (c)(1)(ii)	A record, by security, of each fund invested in that security and each such fund’s current amount invested (for funds for which the Company renders any investment supervisory or management services).

Advertising Records
Performance Communications and Distribution Lists Subparagraph (a)(7)	Originals of all written communications received and copies of written communications sent relating to the performance or rate of return of any or all managed accounts or securities recommendations. Memorandum describing any list and the source thereof used by the Company to distribute a notice, circular or advertisement to more than one (1) persons.
Marketing Materials & Investor Communications Subparagraph (a)(11)	A copy of each notice, circular, advertisement, newspaper article, investment letter, bulletin or other communication that the Company circulates or distributes to any persons (Please note that if the ad recommends the purchase or sale of a specific security and the basis for the Company’s recommendation is not stated in the written materials, then the Rule requires that a separate memorandum be prepared by the Company that memorializes the basis of the recommendation).
Performance Support Subparagraph (a)(16)	Documentation to support the Company’s calculation of the performance or rate of return of any or all managed accounts or securities recommendations that are included by the adviser in any advertisement.

Custody Records
Journal Subparagraph (b)(1)	Journal showing all purchases, sales, receipts and deliveries of securities (including certificate numbers) for such accounts and all other debits and credits to such accounts.
Separate Ledger Account Subparagraph (b)(2)	Separate ledger account for each fund showing all purchases, sales, receipts and deliveries of securities, the date and price of each such purchase and sale and all debits and credits.
Confirmations Subparagraph (b)(3)	Copies of confirmations of all transactions effected by or for the account of any fund.

APPX VI – Page 3

Custody Records

Itemized List

Subparagraph (b)(4)

A record for each security in which any fund has an interest which shows: the name of each such fund having an interest in each security, the amount or interest of each such fund and the location of each such security.

Operational Independence

Subparagraph (b)(5)

To the extent the Company uses any related custodian, a memorandum describing the basis upon which the Company has determined that the presumption that any related person is not operationally independent under Rule 206(4)–2(d)(5) has been overcome.

Proxy Voting Records
Policies and Procedures Subparagraph (c)(2)(i)	The Company’s proxy voting policies and procedures.
Proxy Statement Subparagraph (c)(2)(ii)	A copy of each proxy statement regarding fund securities.
Votes Cast Subparagraph (c)(2)(iii)	A record of each vote cast by the adviser on behalf of the fund.
Decision-Making Records Subparagraph (c)(2)(iv)	Any documents that are material to the Company making a proxy voting decision.
Client Requests Subparagraph (c)(2)(v)	A copy of each written client request and the response provided by the Company on how a client’s proxies were voted.

Compliance Program Rule Records
Policies and Procedures Subparagraph (a)(17)(i)	A copy of the Company’s policies and procedures formulated pursuant to Rule 206(4)-7(a) that are in effect, or at any time within the past five (5) years were in effect.
Annual Review Subparagraph (a)(17)(ii)	Any records documenting the Company’s annual review of compliance policies and procedures conducted pursuant to Rule 206(4)-7(b).
Internal Control Reports Subparagraph (a)(17)(iii)	A copy of any internal control report obtained or received pursuant to Rule 206(4)-2(a)(6)(ii).

Code of Ethics Rule Records
Code of Ethics Subparagraph (a)(12)(i)	A copy of the Company’s Code of Ethics adopted and implemented pursuant to Rule 204A-1 that is currently in effect, or at any time within the past five (5) years was in effect.
Violation Record Subparagraph (a)(12)(ii)	A record of any violation of the Code of Ethics and of any action taken as a result of the violation.
Supervised Person Acknowledgements Subparagraph (a)(12)(iii)	A record of all acknowledgments as required by Rule 204A-1(a)(5) for each person who is currently, or within the past five (5) years was, a supervised person of the investment adviser.

APPX VI – Page 4

Code of Ethics Rule Records
Access Person Reports Subparagraph (a)(13)(i)	A record of each report (initial and annual holdings and quarterly transaction reports) made by an Access Person as required by Rule 204A-1(b), including any information provided under paragraph (b)(3)(iii) of that section in lieu of such reports (i.e., duplicate account statements and/or confirmations).
Access Persons List Subparagraph (a)(13)(ii)	A record of the names of persons who are currently, or within the past five (5) years were, Access Persons of the Company.
Decision Records Subparagraph (a)(13)(iii)	A record of any decision, and the reasons supporting the decision, to approve the acquisition of securities by Access Persons under Rule 204A-1(c) (approvals of investments in initial public offerings and limited offerings), for at least five (5) years after the end of the fiscal year in which the approval is granted.

“Pay to Play” Records

Covered Associates

Subparagraph (a)(18)(i)(A)

The names, titles and business and residence addresses of all covered associates of the Company. For purposes of this Compliance Manual, “covered associates” means all employees of the Company.

Government Entities

Subparagraph (a)(18)(i)(B)

All government entities to which the Company provides or has provided investment advisory services, or which are or were investors in any covered investment pool to which the Company provides or has provided investment advisory services, as applicable, in the past five years (but not prior to September 13, 2010).

Political Contributions

Subparagraph (a)(18)(i)(C)

All direct or indirect contributions made by the Company or any of its covered associates to an official of a government entity, or direct or indirect payments to a political party of a state or political subdivision thereof, or to a political action committee.

Records relating to contributions and payments referred to above must be listed in chronological order and indicate: (i) the name and title of each contributor; (ii) the name and title (including any city/county/state or other political subdivision) of each recipient of a contribution or payment; (iii) the amount and date of each contribution or payment; and (iv) whether any subject contribution was the subject of the exception for certain returned contributions pursuant to Rule 206(4)-5(b)(2).

Solicitors

Subparagraph (a)(18)(i)(D)

The name and business address of each solicitor to whom the Company provides or agrees to provide, directly or indirectly, payment to solicit a government entity for investment advisory services on its behalf, in accordance with Rule 206(4)-5(a)(2).

Exception to Recordkeeping Requirement

Subparagraph (a)(18)(iii)

The Company is only required to make and keep current the records referred to in Subparagraph (a)(18)(i)(A) and (C) above if it provides advisory services to a government entity or a government entity is an investor in any covered investment pool to which the Company provides investment advisory services.

APPX VI – Page 5

Emails. The Company will maintain copies of all electronic communications (including attachments) in its books and records. All electronic records should be arranged and indexed so as to permit easy location, access and retrieval of any particular record.

List of required books and records under Rules 31a-1, 31a-2 and 38a-1 Under the 1940 Act:

Document	Retention Requirements	Regulatory Authority	Party Responsible & Location of Document
*Accounting Records*
Shareholder Transactions records	Permanently, the first 2 years in an easily accessible place	Rule 31a-1(b)(1)	UMB Fund Services, Inc. 235 W. Galena Street Milwaukee, WI 53212 Mutual Fund Administration, LLC 2220 E. Route 66, Suite 226 Glendora, CA 91740
Portfolio Transactions records	Permanently, the first 2 years in an easily accessible place	Rule 31a-1(b)(1)	UMB Fund Services, Inc. 235 W. Galena Street Milwaukee, WI 53212 Mutual Fund Administration, LLC 2220 E. Route 66, Suite 226 Glendora, CA 91740
Cash Receipts and Disbursements Journal	Permanently, the first 2 years in an easily accessible place	Rule 31a-1(b)(1)	UMB Fund Services, Inc. 235 W. Galena Street Milwaukee, WI 53212 Mutual Fund Administration, LLC 2220 E. Route 66, Suite 226 Glendora, CA 91740
All other Transactions records (Other Debits and Credits)	Permanently, the first 2 years in an easily accessible place	Rule 31a-1(b)(1)	UMB Fund Services, Inc. 235 W. Galena Street Milwaukee, WI 53212 Mutual Fund Administration, LLC 2220 E. Route 66, Suite 226 Glendora, CA 91740
General Ledger reflecting all assets, liabilities, reserve, capital, income and expense accounts	Permanently, the first 2 years in an easily accessible place	Rule 31a-1(b)(2)	UMB Fund Services, Inc. 235 W. Galena Street Milwaukee, WI 53212 Mutual Fund Administration, LLC 2220 E. Route 66, Suite 226 Glendora, CA 91740

APPX VI – Page 6

Document	Retention Requirements	Regulatory Authority	Party Responsible & Location of Document
Subsidiary ledgers: ● Securities intransfer ● Securities in physical possession ● Securities borrowed and securitiesloaned ● Monies borrowed and moniesloaned ● Dividends and interest received ● Dividends receivable and interestaccrued	Permanently, the first 2 years in an easily accessible place	Rule 31a-1(b)(2)(i)	UMB Fund Services, Inc. 235 W. Galena Street Milwaukee, WI 53212 Mutual Fund Administration, LLC 2220 E. Route 66, Suite 226 Glendora, CA 91740
Portfolio Securities Ledger	Permanently, the first 2 years in an easily accessible place	Rule 31a-1(b)(2)(ii)	UMB Fund Services, Inc. 235 W. Galena Street Milwaukee, WI 53212 Mutual Fund Administration, LLC 2220 E. Route 66, Suite 226 Glendora, CA 91740
Commissions Ledger	Permanently, the first 2 years in an easily accessible place	Rule 31a-1(b)(2)(iii)	UMB Fund Services, Inc. 235 W. Galena Street Milwaukee, WI 53212 Mutual Fund Administration, LLC 2220 E. Route 66, Suite 226 Glendora, CA 91740
Capital Share Ledger	Permanently, the first 2 years in an easily accessible place	Rule 31a-1(b)(2)(iv)	UMB Fund Services, Inc. 235 W. Galena Street Milwaukee, WI 53212 Mutual Fund Administration, LLC 2220 E. Route 66, Suite 226 Glendora, CA 91740
Trial balances	6 Years, the first 2 years in an easily accessible place	Rule 31a-1(b)(8)	UMB Fund Services, Inc. 235 W. Galena Street Milwaukee, WI 53212 Mutual Fund Administration, LLC 2220 E. Route 66, Suite 226 Glendora, CA 91740

APPX VI – Page 7

Document	Retention Requirements	Regulatory Authority	Party Responsible & Location of Document
● Vouchers ● Cancelled stock certificates ● Bank statements ● Checkbooks ● Cancelled checks ● Cash reconciliations ● Pricing sheets	6 Years, the first 2 years in an easily accessible place	Rule 31a-2(a)(2)	UMB Fund Services, Inc. 235 W. Galena Street Milwaukee, WI 53212 Mutual Fund Administration, LLC 2220 E. Route 66, Suite 226 Glendora, CA 91740
*Custody*
Long and short record (if fund is subject to self-custody rule)	Permanently, the first 2 years in an easily accessible place	Rule 31a-1(b)(3)	UMB Bank, N.A. 928 Grand Boulevard 5th Floor Kansas City, MO 64106
Receipt and Delivery of Securities Journal	Permanently, the first 2 years in an easily accessible place	Rule 31a-1(b)(1)	UMB Bank, N.A. 928 Grand Boulevard 5th Floor Kansas City, MO 64106
*Legal*
Corporate documents and minute books: ● Articles of incorporation ● Certificate of incorporation or trust agreement ● Bylaws ● Minute books of stockholders' meetings ● Minute books of directors'/trustees' meetings ● Minute books of any related committee meetings	Permanently, the first 2 years in an easily accessible place	Rule 31a-1(b)(4)	Morgan Lewis & Bockius LLP 600 Anton Boulevard Suite 1800 Costa Mesa, CA 92626
● Memoranda ● Correspondence	6 Years, the first 2 years in an easily accessible place	Rule 31 a-2(a)(2)	Morgan, Lewis & Bockius LLP 600 Anton Boulevard Suite 1800 Costa Mesa, CA 92626
● Corporate Charters	Permanently, the first 2 years in an easily accessible place	Rule 31a-1(b)(4)	Morgan, Lewis & Bockius LLP 600 Anton Boulevard Suite 1800 Costa Mesa, CA 92626

APPX VI – Page 8

Document	Retention Requirements	Regulatory Authority	Party Responsible & Location of Document
*Portfolio Management and Trading (Chilton Capital Management LLC)*
Order memoranda with the following information: ● Name of the broker through whom the trade was executed ● Terms and conditions of the order(and any modification or cancellation) ● Time of entry or cancellation ● Price at which executed ● Time the report of execution is received ● Name of person who placed the order	6 Years, the first 2 years in an easily accessible place	Rule 31a-1(b)(5)	Chilton Capital Management LLC
Order memoranda for transactions which are not brokerage orders (i.e., an affiliated transaction such as one for under the 1940 Act)	6 Years, the first 2 years in an easily accessible place	Rule 31a-1(b)(6)	Chilton Capital Management LLC
Options trading records	6 Years, the first 2 years in an easily accessible place	Rule 31a-1(b)(7)	Chilton Capital Management LLC
Quarterly brokerage allocation records	6 Years, the first 2 years in an easily accessible place	Rule 31a-1(b)(9)	Chilton Capital Management LLC
Portfolio transactions authorization	6 Years, the first 2 years in an easily accessible place	Rule 31a- 1(b)(10)	Chilton Capital Management LLC
Investment files (research)	6 Years, the first 2 years in an easily accessible place	Rule 31a- 1(b)(11)	Chilton Capital Management LLC
Order memoranda must note if orders were executed or unexecuted	6 Years, the first 2 years in an easily accessible place	Rule 31a- 1(b)(5)	Chilton Capital Management LLC
*Other Records (Chilton Capital Management LLC)*
Other records — information required to be maintained by other sections and rules of the 1940 Act and other federal securities laws	6 Years, the first 2 years in an easily accessible place	Rule 31a- 1(b)(12)	Chilton Capital Management LLC

APPX VI – Page 9

Document	Retention Requirements	Regulatory Authority	Party Responsible & Location of Document
*Sales Literature*
● Advertisements ● Pamphlets ● Circulars ● Form letters ● All other Sales Literature	6 Years, the first 2 years in an easily accessible place	Rule 31a-2(a)(3)	Foreside Fund Services, LLC Three Canal Plaza Suite 100 Portland, ME 04101 Liberty Street Advisors, Inc. 100 Wall Street 20th Floor New York, NY 10005
*Compliance Documentation*
Policies and procedures adopted under Rule 38a-1(a)(1)	5 years in an easily accessible place	Rule 38a-1(d)(1)	Dziura Compliance Consulting, LLC 39 Stafford Square Boyertown, PA 19512
Board materials: ● Materials provided to board of directors in connection with its approval of policies and procedures pursuant Rule 38a-1(a)(2) ● Written reports provided to the board of directors pursuant to Rule 38a-1(a)(4)(iii)	5 Years, the first 2 years in an easily accessible place	Rule 38a-1(d)(2)	Dziura Compliance Consulting, LLC 39 Stafford Square Boyertown, PA 19512 Morgan, Lewis & Bockius LLP 600 Anton Boulevard Suite 1800 Costa Mesa, CA 92626
Any records documenting the annual review of policies and procedures pursuant to Rule 38a-1(a)(3)	5 Years, the first 2 years in an easily accessible place	Rule 38a-1(d)(3)	Dziura Compliance Consulting, LLC 39 Stafford Square Boyertown, PA 19512
Any record of the initial determination that a director is not an interested person of the investment company, and each subsequent determination that the director is not an interested person of the investment company. These records must include any questionnaire and any other document used to determine that a director is not an interested person of the company	6 Years, the first 2 years in an easily accessible place	Rule 31a-2(a)(4)	Dziura Compliance Consulting, LLC 39 Stafford Square Boyertown, PA 19512 Morgan, Lewis & Bockius LLP 600 Anton Boulevard Suite 1800 Costa Mesa, CA 92626

APPX VI – Page 10

Document

Retention
Requirements

Regulatory
Authority

Party Responsible &
Location of
Document

Any materials used by the disinterested directors of an investment company to determine that a person who is acting as legal counsel to those directors is an independent legal counsel

6 Years, the first
2 years in an easily
accessible place

Rule 31a-2(a)(5)

Dziura Compliance
Consulting, LLC

39 Stafford Square

Boyertown, PA 19512

Morgan, Lewis &

Bockius LLP

600 Anton Boulevard

Suite 1800

Costa Mesa, CA 92626

Any documents or other written information considered by the directors of the investment company pursuant to section 15(c) of the Act in approving the terms or renewal of a contract or agreement between the company and an investment advisor

6 Years, the first
2 years in an easily
accessible place

Rule 31a-2(a)(6)

Dziura Compliance
Consulting, LLC

39 Stafford Square

Boyertown, PA 19512

Morgan, Lewis &

Bockius LLP

600 Anton Boulevard

Suite 1800

Costa Mesa, CA 92626

APPX VI – Page 11

APPENDIX VII

DISASTER RECOVERY AND BUSINESS CONTINUITY PLAN

A.	Overview

As part of its fiduciary obligation to its advisory “Clients”²¹³, and as a matter of best business practices, Chilton Capital Management LLC (“Chilton”) and, its wholly owned affiliate, Chilton Capital Management Trust Company (“Chilton Trust Co.” and, together with Chilton, the “Company”) has adopted policies and procedures for disaster recovery and for continuing the Company’s business in the event of a disaster at Company’s office located at 1177 West Loop South, Suite 1750, Houston, Texas 77027 (the “Premises”). These policies are designed to allow the Company to resume providing service to its Clients in as short a period of time as possible. These policies are, to the extent practicable, designed to address those specific types of disasters that the Company might reasonably face given its business and location. The Chief Compliance Officer, Mr. Armand Christ “Chris” St. Paul (the “CCO”) shall be responsible for the management and administration of the Company’s disaster recovery and business continuity plan. Questions not answered by this disaster recovery and business continuity plan should be directed to the CCO.

Disaster Recovery and Business Continuity Plan

General

The Company’s first priority in responding to significant business disruptions (“SBD”) is to safeguard the lives of the Company’s employees. The Company will immediately seek to account for all employees, ensure their safety and communicate any relevant instructions to them.

The Company has developed and implemented this Disaster Recovery and Business Continuity Plan (the “Plan”) designed, in the event of an SBD, to assess the Company’s operational status, continue at least a minimally acceptable level of business performance in the near term and resume normal (or near-normal) business operations as soon as possible.

This Plan covers two types SBDs:

●

a local or internal significant business disruption (e.g., a fire, a flood, a winter storm, a tropical storm, a tornado or windstorm, a geological incident (i.e., earthquakes, landslides and subsidence), a nuclear facility accident, a dam failure, a riot, or epidemic, pandemic, outbreak of disease or other public health issues (i.e., Ebola, H1N1 flu, H7N9 flu, H5N1 flu) that impacts the Company’s ability to conduct normal business operations; and

●

a more widespread significant business disruption (e.g., a hurricane, a natural disaster, a terrorist attack or epidemic, pandemic, outbreak of disease or other public health issue) with a broader impact, that may, among other consequences, affect service providers to the Company and impede the operation of the capital markets.

²¹³

APPX VII – Page 1

Plan Maintenance and Activation

The Company’s officers and senior management team is comprised of Mr. David M. Underwood, Jr., as Chairman and Chief Executive Officer; Ms. Laura L. Genung, as President; Mr. Brandon J. Frank, as Chief Financial Officer; Mr. John E. Robertson, as Managing Director; Mr. Timothy J. Lootens, as Secretary and Managing Director; Mr. A. Chris St. Paul, Chief Compliance Officer; and Mr. Bradley J. Eixmann, Chief Investment Officer (collectively, the “Senior Management Team”), and each have the authority to activate components of this Plan, as appropriate and necessary. The Senior Management Team has primary responsibility for assessing matters that may pose a risk to the Company and for determining the appropriate course of action, including the levels and content of internal and external communications. In the event of a SBD or other crisis situation, the Senior Management Team will make an immediate assessment of the circumstances affecting the business and make decisions to handle that situation based on the guidelines present in this Plan.

In the event the Senior Management Team cannot be reached and are deemed unavailable during a SBD or other crisis situation, then any employee of the Company has authority to activate components of this Plan, as appropriate and necessary.

The CCO, who is a member of the Senior Management Team, is responsible for working closely with other members of the Senior Management Team in developing the Company’s business continuity and disaster recovery strategy. Additionally, the CCO is responsible for ensuring the maintenance, periodic testing^{214 215} and revision of this Plan and for ensuring that Company personnel have access to the Plan and are trained in its basic components.²¹⁶ Please see herein below Section B.14. of this Plan under “Plan Approval, Review, Location and Disbursement” for more information regarding the maintenance, periodic testing and revision of the Plan and for ensuring that Company personnel have access to the Plan and are trained in its basic components.

Evacuation and Employee Gathering Site

In the event emergency response teams notify building tenants, or an alarm has been activated at the Premises, employees will either be instructed to leave the floor or wait for further instructions. If an employee does not feel safe, they should feel free to evacuate the Premises at any time. In the event of an SBD or other crisis situation that requires the evacuation of the Company’s Premises during business hours, or as otherwise pertinent, Company employees should evacuate the Premises. If the building is evacuated, employees should:

●

Take the nearest stairwell to the first floor.

●

Avoid standing in the lobby or in front of the Premises.

●

Proceed to the employee gathering site.

²¹⁴

Policy: DR – Update (Quarterly) [D1]

²¹⁵

Policy: DR – Testing (Annual) [D4]

²¹⁶

Policy: DR – Employee Training [P28]

APPX VII – Page 2

Employees will gather at the corner of West Loop South and Post Oak Park Drive or, if such location is deemed not safe or accessible, at 1001 West Loop South, to ascertain the status of the situation and obtain further instructions.

The CCO is responsible for understanding and executing emergency response procedures as designated by building management of the Premises, including ensuring that all employees have left the office during an evacuation. If the CCO is unavailable, then a member of the Senior Management Team will be responsible for executing emergency response procedures as designated by building management of the Premises, including ensuring that all employees have left the office during an evacuation. The building management company for the Premises is Spire Realty Group, LP (“Spire Realty”). Ms. Natalie Davis is a representative of Spire Realty and can be contacted via telephone at (713) 422-2934 or via e-mail at natalied@spirerealty.com.

Assessment

The Fire Department and building management will assess the situation to determine if it is a real emergency or false alarm.

●

At the employee gathering site, the CCO will take a roll call to ensure all employees are safe. If all employees are not present, the CCO will call unaccounted for personnel to ensure they are notified. If the CCO is unavailable, then any member of the Senior Management Team can take roll call to ensure all employees are safe and call unaccounted for personnel to ensure they are notified.

●

The CCO will contact building management for a status update (i.e., false alarm or real emergency). If the CCO is unavailable, then any member of the Senior Management Team can contact building management for a status update.

●

The CCO will communicate to all employees at the gathering site regarding the status of the situation. If the CCO is unavailable, then any member of the Senior Management Team can communicate to all employees at the gathering site regarding the status of the situation.

APPX VII – Page 3

Alternate Physical Locations

Company personnel should work at home or such other location where they are able to (i) communicate by e-mail and/or telephone and (ii) access the Company’s data network, to the extent necessary to work effectively and efficiently. This Plan operates under the assumption that all critical Company employees have the ability to work at home immediately after a SBD, including required computer systems and internet access to establish connectivity to the production and disaster recovery environments. Employees are expected to maintain communication with the Senior Management Team to convey any issues that may hinder a successful continuation of business operations. The Company has planned for short-term, long-term, and regional disruption scenarios.

●

Short-Term Disruption (1/2 Day to 1 Week) – In a scenario where the Premises is impacted or unavailable, employees are expected to go home and resume work upon instructions from the Senior Management Team. Employees will remotely access critical applications from the Company’s cloud-based network environment to continue operations. Employees will continue to work from home until instructed by the Senior Management Team to return to the Premises.

●

Long-Term Disruption (1 Week to 1 Month +) – Employees will continue to work from home until access to the Premises is restored. The Senior Management Team will work with building management to determine when access to the Premises will be restored.

If access to the Premises will require an unacceptable period of time or is unable to be restored, the Senior Management Team will begin to make queries into real estate and business contacts to procure a new office space. If records, equipment and personal effects can be salvaged from the affected Premises, the Senior Management Team will coordinate the effort to retrieve these items. The Senior Management Team will also contact the building insurance provider to review claim options. Deliveries will be redirected as necessary. An assessment of technology systems in the affected Premises will be performed to determine what inventory can be recovered. New hardware will be procured as necessary.

●

Regional Disruption – If the SBD has widespread regional impact, employees will work from home and remotely access critical applications and data from the Company’s cloud-based network environment to continue operations. The Senior Management Team will assess the impact of the disaster and formulate strategies as required to provide space for continued operations. Employees will continue to work from remote locations until instructed to return to the affected Premises by the Senior Management Team.

When considering an alternative location, the Senior Management Team will consider:

○

whether affected Premises and alternative site rely on the same critical utility services, such as electricity, water, transportation and telecommunications;

○

the accessibility of the alternative site and the ability of employees to travel to the site in the event of a transit shutdown or closure of major roadways, including other methods of transportation to move employees to the alternative site and living and lodging expenses related to relocating employees;

APPX VII – Page 4

○

the appropriate number of employees necessary at the alternative site to perform critical activities, including risk functions, control functions, finance and treasury activities, and ensure that adequate space is available, including designations of key operations and supervisory employees to oversee such activities; and

○

whether their alternate site has adequate resources, such as sufficient workspace (e.g., desks, chairs, telephones, etc.), equipment (e.g., computers, printers, network connectivity, etc.) and supplies (e.g., paper, toner, etc.) to accommodate employees and to carry on operations.

Client Access to Funds and Securities

The Company does not hold Client’s funds, securities or any other assets. Client’s funds and securities are held with the Client’s custodian, and Clients have access to those funds and securities independent of the Company. In the event of an SBD, the Company will continue to handle Client’s assets as it did before the SBD to the extent possible based on the availability of the Client’s custodial platform. Generally, each custodian has a platform that should allow the Company to continue managing Client accounts in the event of an SBD. The Company currently communicates with custodians using telephone, e-mail, website, fax, U.S. mail, or in-person visits. In the event of an SBD, the CCO will assess which means of communication are still available and use the means closest in speed and form (written or oral) to the means that the Company has used in the past to communicate with the custodians. If the CCO is unavailable, then any member of the Senior Management Team will assess which means of communication are still available and use the most effective available means.

The contact information for each of the Client’s respective custodians can be found utilizing Salesforce.com, Inc. (“Salesforce”), the Company’s customer relationship management software provider. Because Salesforce is a cloud-based web solution, it can be remotely accessed by employees through any mobile device (i.e., laptop, notebook, tablet, smartphone, etc.) connected to the internet. Additionally, contact information for each of the Client’s respective custodians can be found utilizing the Company’s cloud-based data network environment, as more fully described herein below in Section B.8. of this Plan under “E-mail and Data Backup, Recovery and Access”.

Critical Business Constituents, Banks and Counterparties

The Company now communicates with its critical business constituents using telephone, e-mail, website, fax, U.S. mail, or in-person visits. In the event of an SBD, the CCO will assess which means of communication are still available and use the means closest in speed and form (written or oral) to the means that the Company has used in the past to communicate with the other party. If the CCO is unavailable, then any member of the Senior Management Team will assess which means of communication are still available and use the most effective available means.

The contact information to each of the Company’s critical business constituents can be found utilizing Salesforce, the Company’s customer relationship management software provider. As stated herein above, Salesforce is a cloud-based web solution that can be remotely accessed by employees through any mobile device connected to the internet. Additionally, contact information for each of the Company’s critical business constituents can be found utilizing the Company’s cloud-based data network environment, as more fully described herein below in Section B.8. of this Plan under “E-mail and Data Backup, Recovery and Access”.

APPX VII – Page 5

Key Service Providers²¹⁷

The Company’s business is dependent on interaction with a number of service providers. In the event of an SBD, the Company will continue communications and information sharing with the Company’s service providers through the data backup, recovery, and access procedures described below Section B.8. of this Plan under “E-mail and Data Backup, Recovery and Access”.

The Company’s key service providers have adopted disaster recovery plans that should ensure that any incapacity to provide the Company with services would be short-lived. Service Provider business continuity and disaster recovery programs shall be evaluated annually by the CCO or his designee in the context of overall service provider monitoring. The Company shall require all key service providers to conform to the same disaster recovery and business continuance guidelines required of the Company. If one of the Company’s key service providers experiences a SBD, operations could be severely impacted. As part of the Company’s due diligence process, it has inquired of the disaster recovery and business continuity plans of its key service providers. The Company’s due diligence on its key service providers’ disaster recovery and business continuity plans is used to (i) assess the potential impact of a service interruption or major disruption and (ii) promote remediation of any issues in a vendor’s ability to provide its services to the Company in a timely, accurate and effective manner.

The contact information to each of the Company’s key service providers can be found utilizing Salesforce, the Company’s customer relationship management software provider. As stated herein above, Salesforce is a cloud-based web solution that can be remotely accessed by employees through any mobile device connected to the internet.

E-mail and Data Backup, Recovery and Access

In the event of an SBD, the Company will retrieve or restore access to its key books and records, including e-mails, as soon as possible. The Company’s CCO, is the responsible for ensuring restoration of the Company’s e-mail and data backup, recovery and access in the event of an SBD or disruption at the Company’s Premises. The Company has engaged Omnipotech, Ltd. (“Omnipotech”), an information technology data systems provider, to provide managed information technology, cloud business solutions and data backup, disaster recovery and business continuity services to the Company. In the event of an SBD, Omnipotech will assist the CCO in restoring the Company’s data network environment and infrastructure. Omnipotech can be contacted via telephone at (281) 768-4800 or via e-mail at helpme@omnipotech.com 24 hours a day, 7 days a week, 365 days a year. Mr. Robert Kyslinger is the Chief Executive Officer of Omnipotech and can be contacted via telephone at (281) 768-4818 or via e-mail at rkyslinger@omnipotech.com.

²¹⁷

Disaster Recovery [D3]

APPX VII – Page 6

E-mail

Company e-mails are hosted by Omnipotech’s exchange mail servers and are accessible using Microsoft Outlook, web and mobile devices. Omnipotech maintains their own backup and disaster recovery sites. In the event of a failure at the Premises, e-mails will be accessible using Microsoft’s Outlook web-based e-mail application and/or by using mobile devices. For electronic discovery purposes, the Company’s e-mails are also archived through Global Relay Communications, Inc. (“Global Relay”). The archives are maintained for a period of six (6) years at which time the Company may determine whether to continue storage or not.

ii.

Phone

The Company utilizes Bandwidth.com (“Bandwidth”), a cloud-based web solution, for its phone communication needs. It is based on a voice over internet protocol (“VoIP”) with session initiation protocol (“SIP”) trunking technology. Bandwidth maintains their own backup and disaster recovery sites. SIP trunking delivers the Company’s phone lines over any internet circuit and allows the phone system to be located in more than one location with on demand failover as needed. The Company’s phone numbers are ported to Bandwidth allowing SIP trunking to occur independent of any physical circuit or physical address.

The Company’s phone system exists in both the Premises and Omnipotech’s datacenter in Aurora, Colorado allowing telephone services to operate independently of a failure at either location to the phone system, internet service, infrastructure connectivity or power to the Premises. In the event of a failure at the Premises, employees can take their desk phone with them and connect to the Company’s phone system by connecting to any internet circuit or simply allow the Company’s phone system to forward the calls automatically to their mobile phones.

iii.

Data

The Company maintains all data files, including electronic copies of hard copy books and records, as well as books and records that are only maintained electronically, as well as other books and records for the Company and its Clients in a cloud-based storage server hosted by Omnipotech. The Company’s information technology data infrastructure is hosted in Omnipotech’s primary datacenter in Aurora, Colorado (the “Denver Datacenter”)²¹⁸, in which such data is backed up hourly and imaged nightly in Omnipotech’s datacenter in Houston, Texas (the “Houston Datacenter”) in the event of a SBD at the Denver Datacenter. Additionally, Omnipotech operates two separate backup systems using both Veeam and StorageCraft. Veeam operates at the VMware ESX host layer and StorageCraft is agent-based and operates at the Windows operating system layer. StorageCraft can restore individual files and folders on the encrypted virtual disk along with the entire server. Since Veeam operates at the ESX host layer, it cannot see the individual files, but it can more quickly restore an entire server. Both backup systems occur hourly and both systems replicate to the Houston Datacenter for offsite disaster recovery purposes. The backups for both systems are stored independent of one another.

²¹⁸

The Denver Datacenter is owned and operated by SunGard. The facility is SSAE16 certified and audited by PriceWaterhouseCoopers (“PwC”). Omnipotech owns 100% of the equipment located in the Denver Datacenter infrastructure and only receives cabinet space, electricity and primary redundant internet feeds from SunGard. All management of the infrastructure is performed by Omnipotech staff. No SunGard personnel have any logon credentials to any component in Omnipotech’s infrastructure.

APPX VII – Page 7

In the event of a failure at the Premises or in the event of an SBD, the Company’s employees can access files and folders at any time from the desktop, web, and mobile devices, or through third-party applications connected to the internet. All of these devices connect to secure servers to provide access to files, allow file sharing, and update linked devices when files are added, changed, or deleted.

The Company’s data network environment and infrastructure is comprised of the following:

●

4 node VMware cluster with high-availability and automatic failover in the event of a node failure;

●

2 node Synology SAN with real-time replication of data between the nodes

	●	Redundant SonicWALL firewalls with automatic load balancing and automatic circuit failover/rerouting

	●	Redundant switches

●

Two internet circuits: 20Mb fiber from ACC Business (AT&T) and 100Mb/20Mb Comcast coax

●

Dual online double conversion UPS devices each protecting ½ of the infrastructure. One device of the same type (firewall, switch, SAN, etc.) is plugged into each UPS unit

●

Dual backup systems using both Veeam and StorageCraft. Backups occur hourly and are replicated between the SAN units to allow restoration of files, folders, or whole servers due to corrupted operating systems

●

Each server system is replicated offsite nightly to the Houston Datacenter.

Based upon the above infrastructure, the infrastructure can survive the loss of 3 server nodes, 1 SAN node, 1 firewall, 1 switch, 1 UPS, and 1 internet circuit and the infrastructure will still operate without any need for human remediation.

Please see attached hereto as Exhibit B, a complete diagram of the Company’s cloud network, including Omnipotech’s network diagram.

Operational and Financial Assessments

In the event of an SBD, the Company’s Senior Management Team, as soon as possible, will:

●

determine the best means available (e.g., via telephone or e-mail) to communicate with the Company’s employees, Clients, service providers, banks, critical counterparties, disaster recovery specialists and regulators;

●

assess the Company’s financial status and its ability to continue to fund its operations;

●

inform critical banks and service providers of the Company’s operational status; and

●

determine the best manner in which to continue the Company’s business operations.

The Senior Management Team will pay particular attention to its asset management, technology, communications and accounting systems.

APPX VII – Page 8

If necessary, the CCO or a member of the Senior Management Team will also contact service providers to assess the status of their “mission critical systems” and their ability to continue to provide key services to the Company. Due to the nature of the Company’s business, it will be able to function effectively utilizing e-mail and telephone communications and accessing the Company’s data network (e.g., electronic books and records) remotely.

10.

Communicating with Employees and Employee Call Tree^{219 220}

In the event of an SBD, as pertinent, the Company will employ a call tree to enable the Senior Management Team to reach and account for all employees. The call tree includes the names of all employees, their work e-mail, their work phone number, their mobile phone number and, where available, their home phone number. The CCO is responsible for maintaining the completeness and accuracy of the call tree.

●

Business Hours SBD Communication – In the event of a SBD occurring during business hours, all internal communication will be handled in-person, by e-mail or phone. In an evacuation of the Premises scenario, the CCO will coordinate with building management and security. All information regarding next business steps will be transferred to employees from the gathering site. Employees who are not at the Premises at the time of evacuation will be notified via e-mail or phone of the occurrence of a SBD. Please see above Section B.3. “Evacuation and Employee Gathering Site” of this Plan for additional information and procedures relating to the evacuation of the Premises and employee gathering site.

●

Non-Business Hours SBD Communication – In the event of a SBD occurring during non-business hours affecting the Premises or impacting critical systems, all employees will be notified of such SBD event by e-mail or phone.

In the event of a suspected SBD, each employee should attempt to reach a member of the Senior Management Team. The Senior Management Team has the authority to activate the call tree (attached hereto of this Plan as Exhibit A), as appropriate and necessary. If members of the Senior Management Team are unavailable, then any Director of the Company has the authority to activate the call tree.

11.

Communications with Clients

In the event of an SBD, the Company will continue to communicate with its Clients as it did before the SBD to the extent possible based on medium of communication available. The Company currently communicates with its Clients using telephone, e-mail, fax, U.S. mail, or in-person visits. In the event of an SBD, the CCO will assess which means of communication are still available and use the means closest in speed and form (written or oral) to the means that the Company has used in the past to communicate with its Clients. If the CCO is unavailable, then any member of the Senior Management Team will assess which means of communication are still available and use the most effective available means.

The Company’s Senior Management Team will have the responsibility to determine when it is appropriate for employees managing Client relationships to notify Clients of a SBD occurring. As proper communication with Clients is required to maintain the Company’s reputation, all communication with Clients regarding the occurrence of a SBD will be handled by the respective employee managing the relationship with the Client at the direction of the Senior Management Team.

²¹⁹

Policy: New Employee Reporting – Update DR Calling Tree [P51]

²²⁰

Policy: Exiting Employee Procedures [P56]

APPX VII – Page 9

The Senior Management Team will instruct employees to notify Clients of a SBD occurring in the event the Senior Management Team believes:

●

the SBD impacted the Company’s ability to conduct normal business operations; or

●

the SBD impacted the Company’s ability to fulfill its fiduciary obligation to protect Client interests from being placed at risk as a result of the Company’s inability to provide investment advisory services.

The contact information for each of Company’s Clients can be found utilizing Salesforce, the Company’s customer relationship management software provider. Because Salesforce is a cloud-based web solution, it can be remotely accessed by employees through any mobile device connected to the internet. Additionally, contact information for each of the Company’s Clients can be found utilizing the Company’s cloud-based data network environment, as more fully described herein above in Section B.8. of this Plan under “E-mail and Data Backup, Recovery and Access”.

12.

Communicating with Regulators

The Company is currently registered as an investment advisory firm with the U.S. Securities and Exchange Commission (“SEC”). The Company currently reports to the following regulators: (i) SEC; (ii) Financial Industry Regulatory Authority (“FINRA”); (iii) Texas Department of Banking (“TDB”); (iv) Texas State Securities Board (“TSSB”); and (iv) Internal Revenue Service (“IRS”).

In the event the Company cannot contact its regulators, it will continue to file required reports to the extent possible using the communication means available to it. The Company’s primary persons of contact with its regulators is the CCO. In the event of an SBD, the CCO will be responsible for ensuring that the Company has access to the Investment Adviser Registration Depository (“IARD”) system, the electronic filing system that facilitates investment advisor registration, and that all appropriate Form ADV filings, including annual and interim amendments, are made and maintained.

In the event of a formal or informal inquiry made by any federal or state regulatory agency during an SBD, the CCO will be responsible for receiving all calls and/or all other requests for further review.

13.

Death or Incapacity of Key Personnel

The Company has developed a separate succession plan in the event of the death or incapacity of a key person or persons of the Company. If such an event were to occur, the Company would ensure that it complies its contractual obligations to its Clients and that Clients comply with their contractual obligations (including notification to relevant third parties). In the event that a key person or persons of the Company die or become incapacitated or otherwise unavailable, the following persons are authorized to execute this Plan and carry on the Company’s business:

APPX VII – Page 10

●

Mr. David M. Underwood, Jr., Chief Executive Officer

Mobile Phone Number: (713) 818-5123

Work Phone Number: (713) 243-3216

Email Address: dmunderwood@chiltoncapital.com

●

Ms. Laura L. Genung, President

Mobile Phone Number: (281) 413-7627

Work Phone Number: (713) 243-3221

Email Address: lgenung@chiltoncapital.com

●

Mr. Brandon J. Frank, Chief Financial Officer

Mobile Phone Number: (713) 201-3422

Work Phone Number: (713) 243-3271

Email Address: bfrank@chiltoncapital.com

●

Mr. Bradley J. Eixmann, Chief Investment Officer

Mobile Phone Number: (913) 424-8154

Work Phone Number: (713) 243-3215

Email Address: beixmann@chiltoncapital.com

●

Mr. Armand Christ “Chris” St. Paul, Chief Compliance Officer

Mobile Phone Number: (713) 823-2344

Work Phone Number: (713) 243-3225

Email Address: cstpaul@chiltoncapital.com

●

Mr. Timothy J. Lootens, Secretary and Managing Director

Mobile Phone Number: (832) 606-5119

Work Phone Number: (713) 243-3207

Email Address: tlootens@chiltoncapital.com

●

Mr. John E. Robertson, Managing Director and Officer

Mobile Phone Number: (832) 977-7026

Work Phone Number: (713) 243-3204

Email Address: jrobertson@chiltoncapital.com

It is the Company’s policy that the Company’s operations and contingencies are structured in a manner that is consistent with its obligations and duties as a fiduciary. In accordance with this policy, the Company has adopted a Transition Plan (the “Transition Plan”) to address its response to transitionary events that may arise in normal or stressed market conditions, including: (i) any event causing a “Class A Member” (or collectively, “Class A Members”) of the Company to cease to be actively involved in the investment decisions and management of the Company; (ii) any event causing Class A Members of the Company to collectively own or control less than twenty-five percent (25%) of the voting interest in the Company; (iii) dissolution and termination of the Company; or (iv) any other event causing the winding down or liquidation of Clients’ accounts or causing the Company to cease providing investment advisory services to any of its Clients (any such event, a “Transition Event”).

Set forth below are the general procedures governing the Company’s response to a Transition Event. These procedures supplement any contractual covenants applicable to such events, including but not limited to “Key Man” provisions. In the event of a conflict with this Transition Plan, such contractual guidelines shall control.

APPX VII – Page 11

Upon the occurrence of a Transition Event, the transition trustee (the “Transition Trustee”) will initiate the creation of an immediate transition team, on a per event basis (“Transition Team”). Unless otherwise required by law, the Transition Trustee shall be a person selected by a respective of the Company’s board of managers committee. The Transition Team should generally include senior executives and other key decision-makers.

The purpose of the Transition Team is to ensure that, if, due to a Transition Event, the Company will not continue to provide advisory services to its Clients or will need to transition such services to another adviser, such transition is accomplished in a manner that minimizes any disruption to the actual advisory services that the Company’s Clients are receiving.

To that end, the Transition Team will be tasked, inter alia, with the following:

Notifying Clients of the Transition Event;

Identifying and contacting key Client service providers, including but not limited to each Client’s qualified custodian;

Identifying and ensuring financial resources necessary to facilitate the transition are available to the Company (to provide operating capital);

Maintaining critical operations and systems;

Safeguarding, transferring, and/or distributing Client assets during a transition, including identifying any Client holdings or investments which are difficult to transfer or liquidate;

Facilitating prompt generation of any Client-specific information necessary to transition each account (e.g., providing the relevant Client files and Client data to the successor advisor or applicable Client);

Preserving and making available information regarding the corporate governance structure of the Company; and

Assessing and complying with applicable law and contractual obligations governing the Company and Clients impacted by the transition.

As deemed necessary, the Transition Team may further develop this plan by identifying and implementing appropriate steps to effectuate and finalize the transition in question. The Transition Team shall have all necessary authority to implement such plan.

The Company will review no less than annually the adequacy and effectiveness of this Transition Plan to determine the continued applicability of the Transition Plan and identify any necessary updates.

14.

Plan Approval, Review, Location and Disbursement

Approval and Review of Plan

The Plan will be reviewed annually to determine whether any modifications are necessary in light of changes to the Company’s operations, structure, business or location or new regulatory requirements.

APPX VII – Page 12

The CCO is responsible for the maintenance, periodic testing and revision of this Plan. This Plan must be updated whenever there is a material change to the Company’s location, physical infrastructure, scope of business or operations.

The CCO is responsible for approving the Plan and for conducting annual reviews of the Plan. During the first calendar quarter of each fiscal year, the CCO, in conjunction with Blue River Partners, LLC (“Blue River”), the Company’s third-party compliance consultant, will review the Company’s Plan to determine whether any revisions are needed, and will revise the Plan if necessary to ensure it meets the Company’s needs and regulatory requirements. In the event any material revisions are made to the Plan, an amended and revised Plan will be distributed to all of Company’s employees promptly.

The Company, in conjunction with Blue River, will also test the Plan to identify any weaknesses and gaps annually. This may include testing of areas such as: accessing back-up records; hardware functions at the alternate business location; verification of current contact information and any designated duties for employees, Clients and business partners; verification of vendors, service providers, software and equipment; and conforming the Company’s business practices to the Plan and regulatory requirements.

ii.

Plan Location and Access

The Company will maintain copies of its Plan, the annual reviews, and any revisions made to the plan. An electronic copy of the Company’s Plan is located on the Company’s network. The Plan will also be enclosed as Appendix VII in the Company’s Compliance Manual and Code of Ethics (the “Manual”). Each employee will receive a copy of the Manual initially upon employment and annually, at which time each employee shall sign a written or electronic statement acknowledging among other things his or her receipt and understanding of, and agreement to abide by, the policies described in the Manual.

iii.

Disbursement of Plan and Training

As stated herein above, all employees of the Company will receive a copy of this Plan initially upon employment and annually, at which time each employee shall sign a written or electronic statement in acknowledging among other things his or her receipt and understanding of, and agreement to abide by, the policies described in this Plan.

Additionally, should the Plan be amended and revised (e.g., updated), all employees of the Company will receive an updated copy of this Plan promptly.

The Company’s CCO, in conjunction with Blue River, will train all employees on the Plan’s requirements initially at the onset of employment and annually. Should any new policy and/or procedure be adopted and implemented into the Plan that facilitates additional training, the CCO, in conjunction with Blue River, will train all employees on such new policy and/or procedure to the Plan.

APPX VII – Page 13

EXHIBIT A

CALL TREE

Employee Name	Work E-Mail Address	Work Phone Number	Mobile Phone Number
Barrie, Linda Jo	jbarrie@chiltoncapital.com	(713) 243-3281	(713) 498-5570
Beck, Zachary A.	zbeck@chiltoncapital.com	(713) 243-3217	(512) 618-9154
Cauthorn, Julia J.	jcauthron@chiltoncapital.com	(713) 243-3282	(713) 397-1766
Cooperrider, Kurt F.	kcooperrider@chiltoncapital.com	(713) 243-3269	(440) 574-1379
Egan, Kevin Rich	kegan@chiltoncapital.com	(713) 243-3211	(724) 757-0525
Eixmann, Bradley J.	beixmann@chiltoncapital.com	(713) 243-3215	(913) 424-8154
Frank, Brandon J.	bfrank@chiltoncapital.com	(713) 243-3271	(713) 201-3422
Garrison, Bruce G.	bgarrison@chiltoncapital.com	(713) 243-3233	(713) 898-8767
Genung, Laura L.	lgenung@chiltoncapital.com	(713) 243-3221	(281) 413-7627
Latchett, Katherine E.	klatchett@chiltoncapital.com	(713) 243-3280	(832) 512-1677
Lerner, A. Ronald (Ron)	rlerner@chiltoncapital.com	(406) 582-8300	(406) 579-0081
Lootens, Timothy J.	tlootens@chiltoncapital.com	(713) 243-3207	(832) 606-5119
Marshall, Jennifer R.	jmarshall@chiltoncapital.com	(713) 243-3230	(713) 208-4612
Nimmo, Sean M.	snimmo@chiltoncapital.com	(713) 243-3206	(281) 914-0660
Reyes, Ramon G.	rreyes@chiltoncapital.com	(713) 243-3232	(281) 610-8440
Robertson, John E.	jrobertson@chiltoncapital.com	(713) 243-3204	(832) 977-7026
St. Paul, Armand (Chris)	cstpaul@chiltoncapital.com	(713) 243-3225	(713) 823-2344
Stavar, Michael J.	mstavar@chiltoncapital.com	(713) 243-3203	(281) 433-1473
Underwood, Jr., David M.	dmunderwood@chiltoncapital.com	(713) 243-3216	(713) 818-5123
Waldrum, Diana H.	dwaldrum@chiltoncapital.com	(713) 243-3213	(832) 689-9616
Werner, Matthew R.	mwerner@chiltoncapital.com	(713) 243-3234	(713) 392-3850
Willingham, Burton J.	bjwillingham@chiltoncapital.com	(713) 654-4000	(713) 654-4000
Wozencraft, Jr.,Frank M.	fwozencraft@chiltoncapital.com	(713) 243-3284	(713) 253-4181
Yopp, Barbara A.	byopp@chiltoncapital.com	(713) 243-3202	(832) 858-3565

This Call Tree of the Company may be amended or revised from time to time, to ensure accuracy please obtain a current up-to-date Call Tree by contacting the CCO.

EXHIBIT A

EXHIBIT B

NETWORK DIAGRAMS

EXHIBIT B

APPENDIX VIII

CYBERSECURITY PLAN

Background

On March 26, 2014, the U.S. Securities and Exchange Commission (the “SEC”) hosted a cybersecurity roundtable in order to highlight cybersecurity as a growing priority and, shortly after the event, the SEC’s Office of Compliance and Inspections and Examinations issued a “National Exam Program Risk Alert,”²²¹ outlining a new initiative to assess the cybersecurity preparedness of the securities industry, including registered investment advisers. Recognizing the serious problems that cybersecurity threats present to investment advisers and their advisory clients, Chilton Capital Management LLC (“Chilton”) and, its wholly owned affiliate, Chilton Capital Management Trust Company (“Chilton Trust Co.” and, together with Chilton, the “Company”) has adopted the following Information Security and Cybersecurity Plan (the “Cyber Plan”).

Purpose

The primary purpose and goal behind this Cyber Plan is to promote a better understanding of the Company’s technology systems, proper security measures for physical devices, internal and external network resources, connections, and data flows, and likely threats and areas of vulnerability. The Company’s Cyber Plan is to ensure an appropriate state of cybersecurity preparedness and to take prophylactic measures to address cyber-threats faced by the Company in light of the nature of its business as an investment adviser to “Clients”²²²

Governance

Due to the nature of the Company’s technology systems and business practices, the Company does not employee a Chief Information Security Officer or equivalent position. However, the Company’s Chief Compliance Officer, Mr. Armand Christ “Chris” St. Paul (the “CCO”) is responsible for overseeing the Company’s cybersecurity, in conjunction with one or more persons, who may be employees of the Company or outside consultants to the Company (the “IT Task Force”).

The CCO shall designate such person or persons to be members of the IT Task Force, who shall have primary responsibilities for areas of cybersecurity based on an assessment of the Company’s information technology systems; provided however, that the CCO, in consultation with the Company’s senior management team, shall remain primarily responsible for overseeing cybersecurity at the Company. Additionally, the CCO shall be responsible for the management and administration of the Company’s Cyber Plan. Questions not answered by this Cyber Plan should be directed to the CCO.

²²¹

OCIE’s 2015 Cybersecurity Examination Initiative (September 15, 2015)

²²²

APPX VIII – Page 1

The Company’s officers and senior management team is comprised of Mr. David M. Underwood, Jr., as Chairman and Chief Executive Officer; Ms. Laura L. Genung, as President; Mr. Brandon J. Frank, as Chief Financial Officer; Mr. John E. Robertson, as Managing Director; Mr. Timothy J. Lootens, as Secretary and Managing Director; Mr. A. Chris St. Paul, Chief Compliance Officer; and Mr. Bradley J. Eixmann, Chief Investment Officer (collectively, the “Senior Management Team”). The Senior Management Team has primary responsibility for assessing matters that may pose a risk to the Company and for determining the appropriate course of action to mitigate such risk, including internal and external cybersecurity risk. The CCO, who is a member of the Senior Management Team, is responsible for working closely with other members of the Senior Management Team in developing the Company’s cybersecurity strategy. Additionally, the CCO is responsible for ensuring the maintenance, periodic testing^{223 224} and revision of this Cyber Plan and for ensuring that Company personnel have access to the Cyber Plan and are trained in its basic components.²²⁵

Policies and Procedures for Ensuring Cybersecurity`

The following policies and procedures are designed to reflect the particular business practices of the Company, in relation to its use of technology solutions, and intended to address the likely cyber-risks faced by the Company based on its own practices and systems. These policies and procedures apply to all employees of the Company and to all Company-owned physical devices (e.g., computers, smart-phones, tablets, desktop phones, removable media devices, and other similar devices), software platforms and applications and internal and external computer networks.

Inventory and Documentation

The IT Task Force will assist the CCO in maintaining a current inventory of all: (i) physical computers, smartphones and systems within the Company; (ii) software platforms and applications; (iii) maps of network resources, connection and data flows including locations where Client data is maintained; and (iv) connections to the Company’s network from external sources.

On an annual basis, IT Task Force will assist the CCO in conducting a review of such inventory to ensure the accuracy and completeness of such inventory.

Cybersecurity Risk Assessments

The CCO or an appointed designee²²⁶ will conduct and document periodically as may be determined by the CCO, and in any case, at least annually, a risk assessment (the “Risk Assessment”) in order to detect cybersecurity threats, including physical security threats and vulnerabilities that may bear on cybersecurity, as well as to identify the business consequences resulting from such threats.

²²³

Policy: IT – Update (Quarterly) [IT1]

²²⁴

Policy: IT – Testing (Annual) [IT 4]

²²⁵

Policy: IT – Employee Training [IT 28]

²²⁶

Note: The CCO may designate certain individuals to administer policies and procedures contained within this Cyber Plan (“designees”). Designees may include both third-party service providers as well as individuals within the Company.

APPX VIII – Page 2

Coordination with Contingency and Disaster Recovery Plan

The CCO or an appointed designee shall ensure that the Company’s Disaster Recovery and Business Continuity Plan (the “Plan”)²²⁷is (i) designed to address or mitigate the effects of a cybersecurity incident or recovery from a cybersecurity incident if one exists, and (ii) periodically updated to reflect the evolving requirements of the Company’s business and operations. A copy of the Plan is provided to all employees as part of the Company’s new employee orientation program, and updates to the Plan are distributed periodically by the CCO or an appointed designee.

Insurance

The Company has procured and maintains insurance specifically designed to cover losses and expenses attributable to cybersecurity incidents including loss of data and business interruption.

Protection of Company Networks and Information

The CCO or an appointed designee will confer with appropriate experts to determine whether the Company’s information security architecture and processes are or should be designed using published cybersecurity risk management process standards.²²⁸To protect its network infrastructure and important information, the Company has adopted the “Confidentiality and Privacy Policies,”²²⁹ including policies that address Sharing Information, Employee Access to Information, Protection of Information and E-Mail Use; Plan; and has undertaken the following actions:

●

provides periodic training, no less than annually, to employees concerning information security risks and responsibilities;

●

maintains controls to prevent unauthorized escalation of user privileges;

●

restricts user access to network resources necessary for each user’s business function;

●

maintains a process to manage IT assets through removal, transfers, and disposition;

●

maintains a baseline configuration of hardware and software, and prevents users from altering that environment without authorization and an assessment of security implications;

●

has a process for ensuring regular system maintenance, including timely installation of software patches, bug fixes and updates that address security vulnerabilities;

●

maintains a policy addressing removable, portable and mobile physical devices and data;

●

maintains controls to secure removable and portable media against malware and data leakage;

²²⁷

Please see Company’s Disaster Recovery and Business Continuity Plan included as Appendix VII of the Company’s Compliance Manual and Code of Ethics (the “Manual”).

²²⁸

These standards include National Institute of Standards and Technology (NIST) and the International Organization for Standardization (ISO).

²²⁹

Please see Section G. of the Company’s Code of Ethics included as Appendix III of the Company’s Manual.

APPX VIII – Page 3

●

maintains protection against Distributed Denial of Service attacks for critical-facing IP addresses;

●

periodically tests, no less than annually, the functionality of backup systems;

●

makes use of encryption; and

●

conducts periodic audits, no less than annually, of compliance with information security policies as discussed below in Section F of this Cyber Plan

Risks Associated with Vendors or Other Third Parties

The Company will require third-party service providers of key outsourced functions which include access to the Company’s network, or Client information or other sensitive information (i.e., administrator, custodians, auditors, etc.) to provide documentation reasonably acceptable to the CCO with respect to the steps taken by the service provider to ensure cybersecurity and protect sensitive information of the Company and/or its advisory Clients. The Company shall require that the CCO or an appointed designee approve access by any third-party service provider who conducts remote maintenance of the Company’s network and devices in order to prevent unauthorized network access. As appropriate, the CCO or an appointed designee shall also seek to incorporate requirements relating to cybersecurity risk and access to the Company’s networks and sensitive data into contracts negotiated by the Company with vendors and business partners.

Detection of Unauthorized Activity

Affirmative Detection

The Company shall affirmatively take steps to detect, on an ongoing basis, unauthorized activity on its network and devices in accordance with a program to be established by the CCO in consultation with the Senior Management Team. Such steps may include the following:

●

maintaining baseline information about expected events on the Company’s network;

●

aggregating and correlating event data from multiple sources;

●

establishing written incident alert thresholds;

●

monitoring the Company’s network environment to detect potential cybersecurity events;

●

monitoring the Company’s physical environment to detect potential cybersecurity events;

●

using software to detect malicious code on Company networks and mobile devices;

●

monitoring for the presence of unauthorized users, devices, connections, and software on the Company’s networks;

●

using data loss prevention software;

●

conducting (and documenting) penetration tests and vulnerability scans and report the findings thereof; and

●

using the analysis of events to improve the Company’s defensive measures and policies.

APPX VIII – Page 4

ii.

Logging of Adverse Events

The CCO or an appointed designee shall maintain a log of any Adverse Event affecting cybersecurity including:

●

detection of malware on one or more Company devices or any computer equipment or software program;

●

instances in which access to a Company web site, workspace, intranet, extranet or any network resource was blocked or impaired by a denial of service attack;

●

breach of the Company’s network by an unauthorized user; or

●

theft, loss, unauthorized exposure, or unauthorized use of or access to customer information.

Additional Security Measures

Physical Security

The Company has deployed physical security protections to maintain the integrity of printed documents and physical assets including:

●

24/7/365 monitoring by building security;

●

Key card and access code to the office space, during non-business hours;

●

Privileged access to the electronics equipment room; and

●

Locked file cabinets for sensitive data in printed form.

In addition to the Company’s on-premise infrastructure, the Company’s production server infrastructure is collocated within the SunGard Availability Services LP (“SunGard”) owned and operated SSAE 16 Type II audited data center facility located in Aurora, Colorado (the “Denver Datacenter”). The Denver Datacenter facility is staffed 24/7/365 by SunGard personnel and incorporates strict physical access and security controls including, but not limited to:

●

CCTV cameras;

●

Smart key-card entry with access restricted to authorized personnel;

●

All visitors are escorted by SunGard staff while on premises; and

●

All visitors are logged and required to provide valid identification and sign-in.

ii.

Data Protections

The Company has adopted varying levels of security and access controls to protect sensitive data within the Company’s network of data. User access privileges are configured per user based on the requirements of each staff member’s job functions in addition to the active directory file folder configuration the Company has implemented.

APPX VIII – Page 5

iii.

Data Destruction

All machines, hard drives, external drives and any other Company property that may contain data must be properly destroyed. Technology equipment can retain Company information even after deletion and formatting. All storage mediums must therefore be fully erased per this policy prior to disposal. Simply deleting data or even formatting a device is not considered sufficient. When deleting files or formatting a device, data is marked for deletion but remains accessible until overwritten by a new file. As a result, special measures must be undertaken to securely erase data prior to equipment disposal.

When storage media are transferred, become obsolete, or are no longer usable or required by an information system, it is important to ensure that residual magnetic, optical, electrical, or other representation of data that has been deleted is not easily recoverable. Sanitization refers to the general process of removing data from storage media, such that there is reasonable assurance that the data may not be easily retrieved and reconstructed.

Precautionary measures respecting Company information must extend to the disposal of the Company’s technology equipment including, but not limited to, the following: personal computers, servers, hard drives, mainframes, portable devices, printers, scanners, portable storage devices (i.e. USB drives), and backup tapes.

Hardcopy data classified as sensitive must be shredded and digital data must be wiped using permanent data destruction processes that can be certified when completed. Data maintained and ultimately destroyed by a third-party should be documented with a letter of attestation or certificate of data destruction for said data.

iv.

Third Party Access Controls and Reviews

The Company periodically reviews, no less than annually, the access permissions of key systems and hosted services providers to ensure that no unauthorized users maintain access.

a. Vendor Management

The Company is keenly aware that cybersecurity breaches may occur as a result of security failures at third parties that have access to the Company’s systems. To minimize the risk of such event, the Company has adopted the following policies and procedures.

●

Access to the Company’s Systems: The Company’s policy is to minimize to the extent possible any vendor’s access to the Company’s networks and systems. The CCO or an appointed designee keeps track of all vendors that have such access.

●

Due Diligence, Vendor Approval and Monitoring Access: The Company reviews all vendor contracts to ensure that such parities have adequate safeguards in place to protect any sensitive information retained by the Company or its service providers. The IT Task Force is involved in any technology and information related vendor review. Before a vendor contract is approved, the Company will engage in due diligence which includes, but is not limited to, reviewing existing customer feedback, industry reputation and background checks. Upon engagement, all vendors are required to execute a confidentiality agreement.

APPX VIII – Page 6

●

Recognizing that much of the cybersecurity of the Company’s networks depends on the practices of these service providers, the Company will maintain a list of current and former service providers and document all precautions such service providers take in order to protect the information of the Company.

With limited exceptions, the Company vendors do not store data on site. Instead, the CCO or an appointed designee provides vendors with a limited access that allows remote access to parts of the network.

Acceptable Encryption Policy

The Company recognizes that sensitive data must be protected both at rest and in transit. To facilitate these protections, the Company has implemented the below solutions to facilitate the protection of sensitive data.

a. E-Mail Encryption

The Company has deployed the McAfee SaaS E-Mail Security suite which provides a number of e-mail security functions including on-demand e-mail encryption functionality to protect sensitive data transmissions outside the Company network. Company policy dictates that all sensitive data must be protected by the e-mail encryption functionality and any data sent outside the Company network must be protected utilizing the encryption solutions.

b. Mobile Device Connections

The Company provisions designated users with access to corporate e-mail via the user’s mobile device. Connections must be approved by the CCO prior to configuration with Exchange Active sync on either Company issued or personal employee devices. The Company reserves the right to remotely wipe any device connected to corporate e-mail in the event a device is lost or otherwise compromised, or upon user termination.

c. Security Practices for Physical Mobile Devices

Based on its business practices, the Company has identified protecting the integrity of employees’ physical devices as its top priority in terms of cyber-defense. As a result, the Company requires that all physical devices, including any employee-owned mobile devices utilized for work purposes (e.g., computers, smart-phones, tablets, desktop phones, removable media devices, and other similar devices), be password protected and locked while not in use. The CCO or an appointed designee will ensure that all logging capabilities and practices are adequate to protect physical devices.

vi.

Removable and Mobile Media Protections

The Company recognizes the risk of data loss inherent to the use of removable media devices, such as USB drives and CD/DVD access. To combat this threat, the Company has implemented a Group Policy Object (“GPO”) configuration to restrict access to removable media within the corporate network. Exceptions may be permitted by the CCO where there is an appropriate business justification.

APPX VIII – Page 7

vii.

Antivirus Protections

To protect Company resources against viruses and malware, the Company requires that all Company workstations and laptops are configured with an acceptable form of antivirus protection. The Company has implemented antivirus, antimalware, antispyware, and behavior monitoring software on PCs and workstations which does not rely on traditional virus signature updates and leverages algorithmic, behavioral based technology to detect and prevent threats.

viii.

Privileged Accounts

Privileged accounts, including local administrator, domain administrator, DBA/DBO, root etc. must be maintained separately from regular users. Privileged accounts should only be used when necessary and accounts with administrator access should be reviewed no less than annually to immediately remove dormant or unnecessary accounts. Credentials for administrator accounts and any accounts with elevated access should be stored in encrypted format as available.

ix.

Network Security

It is critical that the Company systems and information technology resources maintain adequate network and ISP connectivity in order to perform critical functions. The Company’s primary office location maintains redundant internet service provider (“ISP”) connections from different telecom providers with the ability to failover to the backup circuit in the event of a disruption to the primary circuit. The Denver Datacenter, which houses the Company’s primary production server environment, also retains multiple redundant ISPs with border gateway protocol (“BGP”) enabled for automatic failover if there is a disruption to primary circuits. The Company requires that any Company managed systems and data must be maintained within the Company network configuration.

The Company has engaged Omnipotech, Ltd. (“Omnipotech”), an information technology data systems provider, to provide managed information technology, cloud business solutions and data backup, disaster recovery and business continuity services to the Company. The Denver Datacenter is hosted and operated by Omnipotech in SunGard’s owned and operated facility. As stated herein above in Section D.8.i. of this Cyber Plan, the Denver Datacenter facility is SSAE16 Type II certified and audited by PriceWaterhouseCoopers (“PwC”). Omnipotech owns 100% of the equipment located in the Denver Datacenter infrastructure and only receives cabinet space, electricity and primary redundant internet feeds from SunGard. All management of the infrastructure is performed by Omnipotech staff. No SunGard personnel have any logon credentials to any component in Omnipotech’s infrastructure.

Omnipotech monitors the Company’s servers and overall infrastructure in two ways using both Kaseya and Nagios. The Kaseya system monitors the health and availability of the individual servers. The Nagios system monitors the health and availability of the circuits, switches, firewalls, and up/down status of the servers. The Nagios system in the datacenter monitors the office infrastructure. The office Nagios server monitors the datacenter infrastructure. Kaseya agents run on all servers regardless of location.

APPX VIII – Page 8

a. E-Mail Encryption

The Company’s office network edges are protected by SonicGuard (“SonicWall”) next-generation. SonicWall firewalls with next generation firepower services deployed to provide web traffic monitoring, web content filtering and application control functionality. The Denver Datacenter production server environment also leverages SunGard’s managed intrusion detection system (“IDS”) solution with 24/7/265 security operations center (“SOC”) monitoring.

b. Wireless Network

The Company has deployed Wireless Access Points (“WAP”) to facilitate wireless access within the office location. The Company maintains internal WiFi configurations for both employee and guest access with guest access retaining internet access only. All employees connecting to the corporate wireless network must be approved by the CCO or an appointed designee.

Resiliency

The Company recognizes the Company’s dependence on technology operating properly in order to maintain critical business functions. As such, the Company has implemented redundant network connectivity, as detailed herein above in Section D.8.ix., Network Security, along with hosted disaster recovery and nightly backup services as detailed herein above and below.

a. Backup Strategy and Disaster Recovery Environment

The Company’s information technology data infrastructure is hosted in the Denver Datacenter, Omnipotech’s primary datacenter, in which such data is backed up hourly and imaged nightly in Omnipotech’s datacenter in Houston, Texas (the “Houston Datacenter”) in the event of a significate business disruption at the Denver Datacenter. Additionally, Omnipotech operates two separate backup systems using both Veeam and StorageCraft. Veeam operates at the VMware ESX host layer and StorageCraft is agent-based and operates at the Windows operating system layer. StorageCraft can restore individual files and folders on the encrypted virtual disk along with the entire server. Since Veeam operates at the ESX host layer, it cannot see the individual files, but it can more quickly restore an entire server. Both backup systems occur hourly and both systems replicate to the Houston Datacenter for offsite disaster recovery purposes. The backups for both systems are stored independent of one another.

Should a disruption to the Company’s production systems occur, the IT Task Force is able to request from Omnipotech a transition to the disaster recovery environment and remote access to the disaster recovery environment (i.e., the Houston Datacenter) via a SSLVPN connection.

Activation of the Company’s disaster recovery environment align with the Company recovery requirements. The Houston Datacenter servers are full replicas of production servers, which ensures that all replicated production data and applications will be available to any the Company users from the disaster recovery environment for the duration of the invocation. All changes to the Company data and any transactions performed while working from the disaster recovery environment will be replicated back to the primary production.

APPX VIII – Page 9

The Company’s data network environment and infrastructure is comprised of the following:

●

4 node VMware cluster with high-availability and automatic failover in the event of a node failure;

●

2 node Synology SAN with real-time replication of data between the nodes

●

Redundant SonicWALL firewalls with automatic load balancing and automatic circuit failover/rerouting

●

Redundant switches

●

Two internet circuits: 20Mb fiber from ACC Business (AT&T) and 100Mb/20Mb Comcast coax

●

Dual online double conversion UPS devices each protecting ½ of the infrastructure. One device of the same type (firewall, switch, SAN, etc.) is plugged into each UPS unit

●

Each server system is replicated offsite nightly to the Houston Datacenter.

Please see attached hereto as Exhibit A, a complete diagram of the Company’s cloud network, including Omnipotech’s network diagram.

xi.

Disaster Recovery Testing

The Company performs testing of cybersecurity disaster recovery and continuity services, in conjunction with the third-party provider, Omnipotech, no less than annually to validate the accessibility and functionality of critical servers and services. Testing parameters, including participants, timeline and success metrics, are recorded prior to the testing and a full report is provided to the Company upon testing completion.

xii.

Password Policy

The Company requires that strong passwords be utilized for user accounts within and connecting to the Company network. The Company active directory (“AD”) passwords for access to user machines are configured according to the Microsoft recommended best practices including configurations enforcing minimum password length, maximum password age and complexity requirements.

Employee Duty to Report Breaches

Any employee who becomes aware of a breach of the Company’s Cyber Plan, including any adverse event described in Section D.7.ii. above, or any suspicious activity related to the treatment or release (inadvertent or intentional) of Company information must promptly report such breaches or suspicions to the CCO.

APPX VIII – Page 10

CCO Supervision and Monitoring

The CCO will periodically review, in consultation with the Senior Management Team, outside consultants including Blue River Partners, LLC (“Blue River”), the Company’s compliance consultant, and Omnipotech to determine whether the Company’s cybersecurity procedures are adequate in light of the nature, type and scale of its business and scope and scale of operations. To the extent required, the Company will revise its procedures in order to conform to such requirements. The CCO has primary responsibility for ensuring that the Company’s procedures with respect to cybersecurity comply with best practices in light of the risks associated with the conduct of its business and scope and scale of operations. Any questions or concerns regarding this Cyber Plan, or whether a particular incident qualifies as an Adverse Event, should be directed to the CCO.

Cyber Incident Response Policy

Overview

The Company takes significant measures to ensure computer data and systems are protected. This policy is designed to define, in advance, the actions that must be taken in the event that the Company suffers a digital attack or a breach, whether malicious or unintentional. Information security incidents (“Incidents”), such as breach of Company information, denial of service (DoS)/distributed denial of service (DDoS) attacks, excessive port scans, firewall breach, or malware outbreak, among other scenarios, may adversely affect the Company. This Cyber Incident Response Policy (the “Cyber Response Policy”) should be followed in the event of such an Incident, in conjunction with the Company’s Plan.²³⁰

Incident Response Framework

In the event of an Incident, the employees managing the impacted system(s) will immediately notify the CCO. The CCO will work with the appropriate personnel to perform the steps listed below and to ensure appropriate documentation is maintained detailing the nature and severity of the threat, impacted systems, resolution processes and subsequent security protections and implementations.

The Company has assigned individuals to the IT Task Force as defined above in Section C., Governance, of this Cyber Plan. The contact information for the IT Task Force should also be maintained by each member of the IT Task Force offline. Any member of the IT Task Force may convene the IT Task Force, and any member of the IT Task Force may declare an “Incident” at which time the IT Task Force members that are accessible are to fulfill the responsibilities as delineated by the CCO. Members of the IT Task Force that are unavailable shall be noted, and those responsibilities shall be delegated to available members of the IT Task Force as reasonable and possible.

²³⁰

Please see the Company’s Disaster Recovery and Business Continuity Plan (the “Plan”)

APPX VIII – Page 11

Protect Forensic Data

Systems maintaining evidence of unauthorized access (i.e., packet replay or intrusion detection systems), should be identified and immediately configured to prevent data and access history from being overwritten (e.g., disable rolling window overwrites). Passwords to such systems should be immediately changed to reduce the likelihood that the intruder can access the system and delete forensic data. If necessary, additional storage should be allocated to these systems. Known infected systems should be immediately disconnected from the network, but not destroyed or manipulated.

ii.

Contain the Incident

Take appropriate steps to contain and control the Incident in accordance with this Cyber Response Policy to prevent further unauthorized access, disclosure, or use. As noted above, affected machines or systems should be immediately disconnected from the network to ensure the threat does not propagate further into the corporate network.

In no circumstance should retaliatory or otherwise potentially offensive measures, for example spamming the attacker with emails, conducting a DoS attack against them, publicly berating them, etc., be taken against the perpetrator or suspected perpetrators. Provocation or retaliation in attacks can lead to escalation of the attack and/or legal ramifications for the Company.

iii.

Escalation

The CCO will escalate and notify all parties as necessary to satisfy Company policies, Client mandates, and regulatory requirements. This includes, but is not limited to, counsel, system and network administrators, senior management, managed service providers, help desks/technical support, and government resources, such as law enforcement.

iv.

Outside Counsel

It is advisable for any third-party forensic companies or consultants to be engaged through outside counsel. Furthermore, it is advisable to engage outside counsel (i) if sensitive or personally identifiable information (“PII”) has potentially been compromised or (ii) prior to raising the Incident to regulatory authorities, law enforcement, and/or individuals whose information may have been affected.

Investigate

Conduct a thorough investigation utilizing third party resources as necessary. Determine if any sensitive information or PII has been breached and is likely to be misused. Maintain a written record of such determination along with the reasoning therefore. An example Incident Log is maintained in Exhibit B.

vi.

Monitoring

The IT Task Force should put in place additional monitoring of Company systems and the network to identify possible continued unauthorized access. Heightened monitoring should extend to all systems in order to determine whether the Incident was used to mask the compromise of other electronic resources or unrelated systems.

APPX VIII – Page 12

vii.

Notification

Issue any notifications to affected individuals pursuant to the recommendations of counsel, paying close attention to individual state privacy notification laws. If it is determined that a material cybersecurity incident occurred, the Banking Commissioner of the Texas Department of Banking will be notified, as well as the SEC. Engage media/public relations experts to manage the Company’s public communication regarding the Incident.

Assessment and Amendments

An after-action analysis will be performed for all Incidents. The analysis may consist of one or more meetings and/or reports. The purpose of the analysis is to give participants an opportunity to share and document details about the Incident, facilitate lessons learned, and identify any additional controls or processes that could reduce the risk of a similar Incident occurring in the future. The meetings should be held promptly following the closing of the Incident.

APPX VIII – Page 13

EXHIBIT A

NETWORK DIAGRAMS

EXHIBIT A

EXHIBIT B

SAMPLE INCIDENT LOG

Incident Response Log
Summary of Incident
Date of Incident
IT Task Force Lead
IT Task Force Members Involved
Log Author
Staff Involved
Incident Details
Entry Mechanism
Notification Mechanism
Interruption to Business / Systems
Incident Remediation / Corrective Actions
Strategic Remediation / Analysis

Event History
Date/Time	Log/Detail

EXHIBIT B

FORM A

EMPLOYEE DISCIPLINARY QUESTIONNAIRE

Employee Name:

Date:

Important Note: This form is to be completed by each employee of Chilton Capital Management LLC. The sole purpose of this form is to facilitate complete and accurate disclosure on Form ADV and completion of this form is necessary for that purpose. If you have any questions, please contact the Chief Compliance Officer, Mr. A. Chris St. Paul. If any answer you give becomes inaccurate at any time or you discover that an answer given was not accurate at the time given, you are obligated to inform the CCO and to promptly submit a new questionnaire.

A.	In the past ten years, have you:		Yes	No
	(1)	Been convicted of or plead guilty or nolo contendere (“no contest”) in a domestic, foreign, or military court of any felony?	[ ]	[ ]
	(2)	Been charged with any felony?	[ ]	[ ]
B.	In the past ten years, have you:
	(1)	Been convicted of or plead guilty or nolo contendere (“no contest”) in a domestic, foreign, or military court to a misdemeanor involving: investments or an investment-related business, or any fraud, false statements or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion or a conspiracy to commit any of these offenses?	[ ]	[ ]
	(2)	Been charged with a misdemeanor listed in B(1)?	[ ]	[ ]
	(3)	Been the named subject of a pending criminal proceeding that involves investments or an investment-related business, or any fraud, false statements or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion or a conspiracy to commit any of these offenses?	[ ]	[ ]
C.	Has the SEC or the Commodity Futures Trading Commission (“CFTC”) ever:
	(1)	Found you to have made a false statement or omission?	[ ]	[ ]
	(2)	Found you to have been involved in a violation of SEC or CFTC regulations or statutes?	[ ]	[ ]

	(3)	Found you to have been a cause of an investment-related business having its authorization to do business denied, suspended, lost, revoked or restricted?	[ ]	[ ]
	(4)	Entered an order against you in connection with investment-related activity?	[ ]	[ ]
	(5)	Imposed a civil money penalty on you, or ordered you to cease and desist from any activity?	[ ]	[ ]
D.	Has any federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority:
	(1)	Ever found you to have made a false statement or omission, or been dishonest, unfair or unethical?	[ ]	[ ]
	(2)	Ever found you to have been involved in a violation of an investment- related regulation or statute?	[ ]	[ ]
	(3)	Ever found you to have been a cause of an investment-related business having its authorization to do business denied, suspended, lost, revoked or restricted?	[ ]	[ ]
	(4)	Ever entered an order against you in connection with an investment- related activity, statute or regulation?	[ ]	[ ]
	(5)	Ever denied, suspended or revoked your registration or license, or otherwise prevented you, by order, from associating with an investment- related business or restricted you from any activity?	[ ]	[ ]
	(6)	Ever imposed a civil money penalty of more than $2,500 on you?	[ ]	[ ]
E.	Has any self-regulatory organization or commodities exchange ever:
	(1)	Found you to have made a false statement or omission?	[ ]	[ ]
	(2)	Found you to have been involved in a violation of its rules (other than a violation designated as a “minor rule violation” under a plan approved by the SEC)?	[ ]	[ ]
	(3)	Found you to have been the cause of an investment-related business having its authorization to do business denied, suspended, lost, revoked or restricted?	[ ]	[ ]

	(4)	Disciplined you by expelling or suspending you from membership, barring or suspending you from association with other members, or otherwise restricting your activities?	[ ]	[ ]
	(5)	Ever barred or suspended you from membership or from association with other members, or expelled you from membership?	[ ]	[ ]
	(6)	Ever significantly limited you from investment-related activities or fined you more than $2,500?	[ ]	[ ]
F.	Has an authorization to act as an attorney, accountant or federal contractor granted to you ever been revoked or suspended?		[ ]	[ ]
G.	Are you now the subject of any regulatory proceeding that could result in a “yes” answer to any part of Items C, D or E above?		[ ]	[ ]
H.	Has any domestic or foreign or military court:
	(1)	In the past ten years, enjoined you in connection with any investment- related activity?	[ ]	[ ]
	(2)	Ever found that you were involved in a violation of an investment-related statute or regulation?	[ ]	[ ]
	(3)	Ever dismissed, pursuant to a settlement agreement, an investment-related civil action brought against you by a state or foreign financial regulatory authority?	[ ]	[ ]
	(4)	Are you now the subject of any civil proceeding that could result in a “yes” answer to any part of Item H?	[ ]	[ ]
I.	In the past ten years, have you been involved in any legal or disciplinary event not noted above that may be considered material to an investor’s evaluation of Chilton Capital Management LLC or the integrity of its personnel?		[ ]	[ ]
J.	Have you ever been involved in any legal or disciplinary event not noted above that is so serious that it is material to an investor’s or prospective investor’s evaluation of Chilton Capital Management LLC or the integrity of its personnel?		[ ]	[ ]
K.	Have you ever been the subject of any order, judgment, or decree permanently or temporarily enjoining, or otherwise limiting, you from engaging in any investment-related activity, or from violating any investment-related statute, rule, or order?		[ ]	[ ]

I certify that the information in this Questionnaire is accurate and correct. I will report any changes in it promptly to the CCO.

Signature:

FORM B

NEW BROKER ADDITION FORM

All new broker relationships are expected to be reviewed and approved by the CCO. Requests for new broker accounts should be initiated through the trading desk by completing the information below. Any requests for information from an executing broker should be sent to the CCO who will then provide the documentation to the broker upon receipt of this form.

Counterparty Name:

Counterparty Contact (Info Request):

Phone: (____) ____-_________

Fax: (____) ____-_________

Address: ____________________________

____________________________

Requested By:

Reason for Adding Broker:

Commission Rate: ______________

Employee Name:

Employee Signature:

Date:

FORM C

RESEARCH/BROKERAGE PRODUCT OR SERVICE REQUEST FORM

Soft Dollar Pre-Clearance Requested by:

Date of Request:

The research and/or product or service being requested is:

[ ]

A renewal of research and/or brokerage product or service

[ ]

New research and/or brokerage product or service

Type of service provided:

[ ]

Research

[ ]

Products and/or Services

Vendor Contact Information:

Vendor’s Name:

Contact Name:

Phone Number:

Email Address:

Address:

	4.	Name of research and/or product or service:

	5.	Full description of the research and/or product or service (attach copies of relevant materials):

The Lawful and Appropriate Assistance Test:

This test is used to determine whether the eligible product or service is used in a manner which is consistent with the safe harbor (e.g., to provide research assistance) as opposed to a manner which disproportionately or exclusively benefits the adviser (e.g., to assist preparing marketing materials). Only when the adviser uses products or services for the benefit of his clients can it avail itself of the safe harbor.

Would you describe this product as purely research related (i.e., analysts' research, corporate access, conference presentations, etc.)? [ ] Yes [ ] No

If no, please describe products you receive which are not research related:

Advice, Analyses, and Reports Test (for research):

Section 28(e) defines the nature of permitted research services as either (i) advice, either directly or through publications or writings, as to the value of securities, the advisability of investing in, purchasing or selling securities, and the availability of securities or purchasers or sellers of securities, or (ii) analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy, and the performance of accounts.

Does the product or service fall within the specific statutory limits of Section 28(e)(3)?

[ ] Yes [ ] No

The Temporal Test (for brokerage services):

Under this test, only brokerage services that relate to the execution of securities transactions and that occur between the time an order is transmitted to a broker-dealer and the end of the clearance and settlement of the transactions are eligible for the safe harbor. The test is designed to distinguish between brokerage services that are eligible for the safe harbor and overhead-related services which are not.

Do the brokerage services rendered satisfy the Temporal Test?

[ ] Yes [ ] No [ ] Not Applicable

The Cost Test:

Soft dollars are considered client assets and advisers have an obligation under Section 28(e) to determine that commissions paid are reasonable in relation to the value of the research and brokerage products and services received. When an item is used both to benefit clients and to benefit the manager, a mixed-use allocation is necessary (see below)

Can the Company conclude, in good faith, that the commissions paid are reasonable in relation to the value of the services provided?

[ ] Yes [ ] No

10.

If the product or service assists in both research and non-research functions (e.g., mixed use), indicate a good faith and reasonable allocation of the cost between eligible and ineligible soft dollars:

Eligible %:

Ineligible %:

11.

Term of proposed research and/or product or service:

From Date:

To Date:

12.	Estimated annual hard dollar cost of the research and/or product or service provided:

13.

How is the research and/or product or service delivered? (check all that apply):

[ ]

Software

[ ]

Internet

[ ]

E-mail

[ ]

Publication

[ ]

Terminal/Hardware

[ ]

Conference Call

[ ]

Seminar/Meeting

[ ]

Other:

14.

Is the research and/or product or service provided by an executing broker or third party?

[ ]

Executing Broker

[ ]

Third Party

	15.	The research and/or product or service will benefit the Company’s following Client(s) account(s):

16.

Will this product be used ONLY by persons operating on behalf of the Company's Clients (i.e., portfolio managers, analysts, traders, etc.)?

[ ] Yes [ ] No

If no, name other individuals or groups which might benefit from this product:

17.

Has the Portfolio Manager approved this research?

[ ] Yes [ ] No

If yes, name the Portfolio Manager(s) who approved this research:

18.	Name(s) and title(s) (e.g., portfolio manager, analyst) of those who will be using this research and/or product or service:

The information disclosed on this form is complete and accurate to the best of my knowledge as of the date hereon:

Employee Signature:

Date:

Reviewed By:		Date:
	Name:

CCO APPROVAL:

[ ]

APPROVED

[ ]

DENIED

	Chilton Capital Management LLC

	By:
	Name:	A. Chris St. Paul
	Title:	Chief Compliance Officer
	Date:

FORM D

FORM OF COMPLIANCE WITH RULE 10F-3 UNDER THE 1940 ACT

Adviser:

Chilton Capital Management LLC

Series:

[ ] West Loop Realty Fund [ ] Other:

Security Description:

Underwriter from whom purchased:

Date of Purchase:

Date of Settlement:

Date Offering Commenced:

Purchase Price:

Offering price at close of first day on which any sales were made:

10.

Commission, Spread or Profit:

	YES	NO
The securities are either (i) part of a registered public offering; (ii) municipal securities; (iii) securities offered through an Eligible Foreign Offering; or (iv) securities offered through an Eligible Rule 144A Offering.	[ ]	[ ]

The securities to be purchased are either (i) purchased at not more than the offering price prior to the end of the first full business day after the issuance or (ii) offered for subscription upon the exercise of rights and were purchased on or before the fourth day preceding the day on which such rights expire.	[ ]	[ ]

The securities are offered in a firm commitment underwriting.	[ ]	[ ]

Underwriter's commission, spread or profit is reasonable and fair compared to similar securities sold during a comparable period of time.	[ ]	[ ]

The securities either (i) are not municipal securities and the issuer has been in continuous operation for at least three years or (ii) are municipal securities that are sufficiently liquid such that they can be sold at or near their carrying value within a reasonably short period of time, and the securities are either (i) subject to no greater than moderate credit risk; or (ii) if the issuer, or the entity supplying the revenues or other payments from which the issue is to be paid, has been in operation less than three years, the securities are subject to a minimal or low amount of credit risk.	[ ]	[ ]

The securities purchased (in aggregate for all investment companies advised by Advisor) do not exceed 25% of the principal amount of the offering. (Except Rule 144A Offerings)	[ ]	[ ]

	EXHIBIT U

	YES	NO
The Eligible Rule 144A Securities purchased (in aggregate for all investment companies advised by the Advisor) do not exceed the principal amount of the offering sold by the underwriter plus the principal amount of any concurrent public offering.	[ ]	[ ]

The securities are not being purchased directly from an affiliated person of the Trust (or other affiliate thereof) and if the seller is a syndicate manager, none of the foregoing will receive any credit, compensation, allocation, or other benefit from the transaction.	[ ]	[ ]

	Chilton Capital Management LLC

	By:
	Name:	A. Chris St. Paul
	Title:	Chief Compliance Officer
	Date:

FORM E

CROSS-TRADE REQUEST FORM

(and Rule 17a-7 Transactions)

Chilton Capital Management LLC (the “Company”) will only engage in cross transactions when the transaction is in the interests of, and consistent with the investment objectives and policies of, both Client accounts involved in the transaction. It is the Company’s policy to effect all cross transactions in the most equitable and fair manner for all Clients involved. Any cross transaction between the Client accounts must be effected for cash consideration at the current market price of the security, based on current sales data relating to transactions of comparable size for the same security. If no comparable sales data are available on the day in question, then the cross transaction shall be effected at the mid-market price based upon relevant bid/ask quotes determined on the basis of reasonable inquiry.

Proposed Transaction

Proposed Trade Date:
Issuer name (full legal name):
Type of Security:
Class/Series (if applicable):
Ticker Symbol or ‘Private’:
CUSIP (if applicable):
Number of Shares or Principal Amount:
Price/Unit (must attach price support):
Name of Purchasing Account (Buyer):
Name of Selling Account (Seller):

Rationale for Proposed Transaction

In reaching the decision to pursue the Proposed Transaction, both the [Client A], the [Client B] and the Company considered a number of factors, including, those set forth below.

Reasons(s) for Cross Transaction(s):
a.	Rebalancing	[ ]
b.	Raise Cash in Sellers Account	[ ]
c.	Compliance	[ ]
d.	Other (please explain below)	[ ]

Rationale for Sale by Seller:

Rationale for Purchase by Buyer:

Conclusion

[Client A], [Client B] and the Company have carefully considered the forgoing factors and believe that the financial terms of the Proposed Transaction will, in their good faith judgment, be fair to both the [Client A], and the [Client B] and on terms no less favorable than the terms on which an unaffiliated third party would be willing to purchase or sell the above named security.`

Neither, [Client A], [Client B] or the Company nor their respective affiliates will receive any commissions, brokerage fees or other remuneration in connection with the Proposed Transaction.

The undersigned hereby certifies as follows (initial next to each below certification):

a.	The above transaction will be a purchase or sale for no consideration other than cash payment against prompt delivery of the security.

b.	The transaction will be consistent with the investment objective and policies

	For Seller


	For Buyer

c.	No brokerage commission, fee (except for customary transfer fee) or other remuneration will be paid in connection with the transaction.

d.	Pricing support is attached.

APPROVAL:

Portfolio Manager – Seller*		Portfolio Manager – Buyer*

Name:		Name:

Date:		Date:

If both the Seller and the Buyer have the same portfolio manager, a second portfolio manager must sign off on the transaction by signing this Form.

CCO APPROVAL:

Chilton Capital Management LLC

By:
Name:	A. Chris St. Paul
Title:	Chief Compliance Officer
Date:

FORM E - Attachment

PRICING SUPPORT FOR CROSS-TRADE REQUEST FORM

Rule 17a-7 Transactions

Issuer name (full legal name):
Type of Security:
Class/Series (if applicable):
Ticker Symbol or ‘Private’:
CUSIP (if applicable):
Number of Shares or Principal Amount:
Name of Purchasing Account (Buyer):
Name of Selling Account (Seller):

Terms
Date and Time of Price Determination:
Date and Time of Transaction (Trade):
Current Independent Market Price:

The undersigned hereby certifies that the market price of the security was determined from one of the independent sources below (select one source and complete the accompanying information).

[ ] Consolidated Transaction Reporting System—NMS Stock²³¹

Last Sale:_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _	$	or
Average of Highest Bid/Lowest Offer:	$
Source (attached print-out of screen):

[ ]

Foreign Exchange

Last Sale:_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _	$	or
Average of Highest Bid/Lowest Offer:	$
Source (attached print-out of screen):

[ ]

NASDAQ Level 1 System

Average of Highest Bid/Lowest Offer:	$
Source (attached print-out of screen):

[ ]

OTC and Other Security Transaction (Must use three independent sources and include print-out of screens of each)

Source 1:

Bid: $

Offer: $

²³¹

Generally, an “NMS stock” is an equity security listed and registered or admitted to unlisted trading privileges on a national security exchange, or any registered equity security for which quotation information is disseminated in the National Association of Securities Dealers’ Automated Quotation System (“NASDAQ”) for which transaction reports are required to be made on a real-time basis pursuant to an effective transaction reporting system.

Source 2:

Bid: $

Offer: $

Source 3:

Bid: $

Offer: $

Average of Highest Bid/Lowest Offer:

APPROVAL:

Portfolio Manager – Seller*		Portfolio Manager – Buyer*

Name:		Name:
Date:		Date:

CCO APPROVAL: Chilton Capital Management LLC

By:
Name:	A. Chris St. Paul
Title:	Chief Compliance Officer
Date:

FORM F

TRADE ERROR FORM

Date Error occurred:

Date Error identified:

Trader:

Account or Fund(s):

Issuer/Security Name:

Symbol:

Buy/Sell/Short/Cover:

Price:

Error Type:	Wrong Quantity	[ ]

	Wrong Transaction Type	[ ]

	Wrong Security	[ ]

	Other (provide Details)	[ ]

Description of the Error:

Corrective Action Taken:

Employee Signature:

Date:

Employee Name:

Reviewed By:

Date:

Reviewer Name:

FORM G

PROXY VOTING CONFLICT OF INTEREST FORM

Issuer Name of Security:

Date of Shareholder Meeting:

Short Description of the conflict (client, fund distributor, etc.):

Is the proposed vote on all issues consistent with the Company’s stated Proxy Voting Policy? If yes, stop here and sign below as no further review is necessary.

[ ] Yes [ ] No

Is the proposed vote contrary to the Client’s position?

If yes, stop here and sign below as no further review is necessary.

[ ] Yes [ ] No

Is the proposed vote consistent with the views of the Proxy Firm?
If yes, stop here and sign below as no further review is necessary.

[ ] Yes [ ] No

Please attach a memo containing the following information and documentation supporting the proxy voting decision:

●

A list of the issue(s) where the proposed vote is contrary to the Company’s stated policy (director election, cumulative voting, compensation)

●

A description of any substantive contact with any interested outside party and an FOBO Committee or an investment professional that was material to the voting decision. Please include date, attendees, titles, organization they represent and topics discussed. If there was no such contact, please note as such.

●

If the CCO has NOT determined that the proposed vote is reasonable, please explain and indicate what action has been, or will be taken.

PREPARED BY:	CCO APPROVAL:

Name:	Name:	A. Chris St. Paul
Title:	Title:	Chief Compliance Officer
Date:	Date:

EX-99.28 13 fp0088171-1_ex9928p6.htm

Code of Ethics

CoreCommodity Management, LLC

Code of Ethics

October 2020

Issued January 2006

Revised June 2010

July 2011

June 2012

September 2012

November 2013

October 2014

October 2015

October 2016

October 2017

October 2018

October 2019

Supersedes all previous Compliance Policies regarding this subject matter

Code of Ethics

Rule 204A-1 under the Investment Advisers Act of 1940 (the “Advisers Act”) requires that investment advisers adopt a code of ethics which sets forth standards of business conduct, which reflect CoreCommodity Management, LLC’s (“CoreCommodity” or the “Adviser”) fiduciary obligations as well as the fiduciary obligations of Associated Persons who are supervised persons as that term is defined below. Rule 17j-1 under the Investment Company Act of 1940 (the “1940 Act”) prohibits any affiliated person of the Adviser, in connection with the purchase or sale, directly or indirectly, by the person of a Security Held or to be Acquired by a Reportable Fund (defined below): (1) to employ any device, scheme or artifice to defraud the Reportable Fund; (2) to make any untrue statement of a material fact to the Reportable Fund or omit to state a material fact necessary in order to make the statements made to the Reportable Fund, in light of the circumstances under which they are made, not misleading; (3) to engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the Reportable Fund; or (4) to engage in any manipulative practice with respect to the Reportable Fund.

Among other things, Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act require Access Persons to report their personal securities transactions, including transactions in any fund managed by the Adviser. Each Associated Person is required to provide a written certification annually that he or she has received, read, understands, and will comply with, this Code of Ethics. Capitalized terms used herein and not otherwise defined shall have the same meaning as in the Compliance Policies and Procedures Manual.

CORECOMMODITY CODE OF ETHICS

This Code of Ethics (the “Code”) is distributed to all “Supervised Persons” (as defined below) of the Adviser and applies to all such persons. In addition, CoreCommodity may supplement this Code (but not contradict it) with other policies and procedures applicable to Associated Persons.

The Adviser requires its Supervised Persons to observe high ethical standards and to comply with all applicable federal securities laws. Supervised Persons and the Adviser are fiduciaries to CoreCommodity’s advisory clients. As fiduciaries, CoreCommodity and its Supervised Persons owe their clients the duties of care and loyalty.

Supervised Persons who have questions or concerns about their responsibilities are encouraged to discuss these issues with their supervisor or the Compliance Officer. All references in this Code to the Compliance Officer include his or her designee.

Two key definitions in this Code are “Supervised Person” and “Access Person.” All Associated Persons, as well as certain consultants, are “Supervised Persons.” A Supervised Person who is also an Access Person, because of his or her advisory activities, will have to provide initial and annual reports of his or her securities holdings to the Adviser.

SUMMARY OF CODE PROVISIONS

Supervised Persons must report any violations of this Code promptly to the Compliance Officer.

Code of Ethics

	b.	Supervised Persons are required on an annual basis to review this Code and complete and sign an acknowledgment of receipt and understanding of and compliance with the Code, and any amendments thereto, in the format provided by the Adviser.

	c.	Access Persons must provide a report of securities holdings to the Compliance Officer upon first becoming an Access Person, and annually thereafter.

Definitions

“Access Person” means any director, officer, employee or representative of CoreCommodity who:

	a.	has access to non-public information regarding any advisory clients’ purchase or sale of securities, or non-public information regarding the portfolio holdings of any Reportable Fund (as defined below);

	b.	in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding, the purchase or sale of Reportable Securities (as defined below) by a Reportable Fund (which includes the writing of an option to purchase or sell a Reportable Security), or whose functions relate to the making of any recommendations with respect to such purchases or sales; or

	c.	is involved in making securities recommendations to advisory clients, or who has access to recommendations that are non-public.

All directors and officers of CoreCommodity and all CoreCommodity employees who are directors or officers of a Reportable Fund are presumed to be Access Persons.

“Beneficial Ownership” of a security is to be interpreted in the same manner as it is for purposes of Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 16a-1(a)(2) adopted thereunder. This means that a person will generally be considered to have “beneficial ownership” of any security in which he or she has direct or indirect pecuniary (monetary) interest. In addition, a person will be deemed to have “beneficial ownership” of securities held by his or her immediate family¹ sharing the same household, or other persons by reason of any contract, arrangement, understanding or relationship that provides him or her with sole or shared investment power.

“Initial Public Offering” means an offering of securities registered under the Securities Act of 1933 (the “Securities Act”), the issuer or which, immediately before the registration, was not subject to the reporting requirement of section 13 or 15(d) of the Exchange Act.

“Limited Offering” means an offering that is exempt from registration under the Securities Act pursuant to section 4(2) or section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 of this chapter.

“Reportable Fund” means any investment company registered under the 1940 Act for which CoreCommodity or an affiliate (any entity controlling, controlled by, or under common control with CoreCommodity) serves as investment adviser (as defined in Section 2(a)(20) of the 1940 Act) or as principal underwriter.

¹	“Immediate Family” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in law, brother-in-law, or sister-in-law, and includes adoptive relationships.

Code of Ethics

“Reportable Security” has the same meaning as that set forth in Section 202(a)(18) of the Advisers Act, and includes any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a "security", or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing However, in the case of an interest in a limited partnership that invests in securities, the Reportable Security will be the interest in the limited partnership and not the underlying securities in which the partnership invests, provided that the partnership receives investment advice based on its investment objectives rather than on the individual investment objectives of its limited partners.

Reportable Security does not include:

	a.	direct obligations of the Government of the United States;

	b.	bankers’ acceptances, bank CDs, commercial paper and high quality short-term debt instruments, including repurchase agreements;

	c.	shares issued by money market funds

	d.	shares issued by registered open-end investment companies other than Reportable Funds;

	e.	shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are Reportable Funds; and

	f.	any instrument that is not a security as defined in Section 202(a)(18) of the Advisers Act or Section 2(a)(36) of the 1940 Act. These instruments include, but are not limited to:

i		futures contracts;

ii		options on futures contracts;

iii		general partnership interests, provided generally that the general partnership interest entitles the owner to exercise management control over the partnership; and

iv		direct interests in real estate.

“Supervised Person” means any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee, and also means other persons who provide investment advice on behalf of the Adviser and are subject to the supervision and control of the Adviser. This definition covers any consultants or representatives that are subject to the supervision and control of the Adviser.

“Security Held or to be Acquired by a Reportable Fund” means: (i) any Reportable Security which, within the most recent 15 days: (a) is or has been held by the Reportable Fund; or (b) is being or has been considered by the Reportable Fund or CoreCommodity for purchase by the Reportable Fund; and (ii) any option to purchase or sell, and any security convertible into or exchangeable for, a Reportable Security.

Code of Ethics

REPORTING OBLIGATIONS FOR ACCESS PERSONS

Initial Holding Reports

Each Access Person must submit to the Compliance Officer a list of all Reportable Securities for which he or she had any direct or indirect Beneficial Ownership, as well as a list of all brokerage or bank accounts in which any securities are held for his or her direct or indirect benefit, as of the date he or she first becomes subject to this Code’s reporting requirements. The Initial Holdings Report must be submitted to the Compliance Officer within 10 days of the date the Access Person becomes subject to this Code’s reporting requirements. The information in the Initial Holding Report must be current as of a date not more than 45 days prior to the date the person becomes an Access Person.

Annual Holding Report

On an annual basis, each Access Person must submit to the Compliance Officer a list of all Reportable Securities for which he or she has any direct or indirect Beneficial Ownership, as well as a list of any brokerage or bank account in which any securities are held for his or her direct or indirect benefit. The information in the Annual Holdings Report must be current as of a date no more than 45 days before the Report is submitted.

Quarterly Transaction Reports

On a quarterly basis, no later than 30 days after the end of each calendar quarter, each Access Person must submit to the Compliance Officer a list containing, at a minimum, the following information about each Reportable Securities transaction during the quarter in which the Access Person had, or as a result of the transaction acquired, any direct or indirect beneficial ownership:

	a.	The date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each reportable security involved;

	b.	The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

	c.	The price of the security at which the transaction was effected;

	d.	The name of the broker, dealer or bank with or through which the transaction was effected; and

	e.	The date the Access Person submits the report.

The Access Person may fulfill the Quarterly Transaction Reporting requirement by having duplicate statements of such Access Person’s brokerage account statements (if these are produced quarterly) sent to the Compliance Officer so long as all Reportable Securities transactions are contained on such brokerage statements and such brokerage statements are received by the Compliance Officer no later than 30 days after the end of each calendar quarter. Any Reportable Securities transaction not contained on a brokerage statement will need to be reported to the Compliance Officer in a separate Quarterly Transaction Report.

Code of Ethics

Notice of Access Presons Status

The Compliance Officer will notify each person who becomes an Access Person of the Adviser of the reporting requirements applicable to Access Persons.

Review and Enforcement

In connection with Access Persons, the Compliance Officer or his or her designee will, on a quarterly basis, compare reported personal securities transactions with completed transactions of the Adviser’s advisory clients during the period to determine whether a violation of this Code may have occurred.

● In determining whether a violation occurred, the Compliance Officer will consult with appropriate Adviser personnel and they will consider the facts and circumstances surrounding the occurrence along with any explanation and discussion by interested and/or involved parties and their supervisors.

● If a violation is found to have occurred, the Compliance Officer and appropriate Adviser personnel will impose corrective action as they deem appropriate under the circumstances.

● The Adviser will impose sanctions that range from oral warnings for the first violation, to written warnings, consideration of Code violations in determining bonuses, suspension, and termination.

Pre-Approval ofCertain Investment

Access Persons must obtain pre-approval from the Compliance Officer, or his or her designee, to directly or indirectly acquire beneficial ownership in any security in an Initial Public Offering or in a Limited Offering.

RECORDS

The Compliance Officer, or his or her designee, will maintain the following records, which will be available for examination by the Securities and Exchange Commission.

	a.	A copy of this Code and any other code of ethics adopted by the Adviser that is, or at any time within the past five years has been, in effect (maintained in an easily accessible place).

	b.	A record of any violation of this Code and of any action taken or sanction imposed as a result of any violation (maintained in an easily accessible place for at least five years following the end of the fiscal year in which the violation occurs).

	c.	A copy of each report submitted under this Code, including any information provided in lieu of any reports made under the Code (maintained for at least five years from the end of the fiscal year in which the report is made, the first two years in an easily accessible place).

	d.	A record of all persons, currently or within the past five years, who are or were required to submit reports under this Code, and those persons who are or were responsible for reviewing the reports (maintained in an easily accessible place).

	e.	A copy of all written acknowledgments of this Code for each person who is currently, or within the past five years was, a Supervised Person.

Code of Ethics

A record of any decision to preapprove securities transactions for Access Persons, if any (maintained for at least five years after the end of the fiscal year in which the approval is granted).

MISCELLANEOUS

Confidentiality

All reports of securities transactions and any other information filed with the Adviser pursuant to this Code will be treated as confidential. The Adviser or its affiliates may disclose copies of reports and information to the Securities and Exchange Commission or as otherwise required by applicable law, rule or regulation, or as directed or requested by an applicable regulatory or self-regulatory authority.

Interpretation of Provisions

The Adviser may from time to time adopt interpretations of this Code as it deems appropriate.

Distribution of Code, Acknowledgment of Receipt and Annual Certification of Compliance

All Supervised Persons will receive a copy of this and any amendments. All Supervised Persons will be required to sign an acknowledgement of understanding of and compliance with the Code in the format provided by the Adviser for any initial or amended copy of this Code, and each year thereafter.

Reporting Violations

Supervised Persons must promptly report any violation of this Code to the Compliance Officer.

EX-99.28 14 fp0088171-1_ex9928p7.htm

CODE OF ETHICS

Westwood Holdings Group, Inc.

Westwood Management Corp.

Westwood Trust

Westwood Advisors, L.L.C.

Broadmark Asset Management, LLC

Salient Advisors, LP

Salient Capital, LP

Introduction

The purpose of this Code of Ethics is to promote honest and ethical conduct, focus the Board of Directors and management of Westwood Holdings Group, Inc. (“WHG”) and its subsidiaries on areas of ethical risk, provide guidance to directors, officers and employees to help them recognize and deal with ethical issues, provide mechanisms to report unethical conduct and help to preserve the culture of honesty and accountability at the Companies (as defined below).

This Code of Ethics establishes rules of conduct for persons who are associated with the Companies. The Code governs their personal investment and other investment-related activities and is designed to prevent violations of the applicable federal securities laws and mitigate conflicts of interest.

The basic rule is very simple: Put the client’s interests first. The rest of the rules elaborate this principle. This Code is intended to assist the Companies in fulfilling their obligations under the law. Article II sets forth to whom the Code applies, Article III deals with personal investment activities, Article IV deals with other sensitive business practices, and subsequent parts deal with reporting and administrative procedures.

The Code is very important to the Companies and their employees. Violations can not only cause the Companies embarrassment, loss of business, legal restrictions, fines and other punishments, but for employees can lead to demotion, suspension, termination, ejection from the securities business, and large fines.

Annually, each Covered Person will receive a copy of this Code and any amendments thereto and will provide the Chief Compliance Officer with a written acknowledgment of their receipt.

II.

Applicability

The Code applies to each of the following:

The Companies named or described at the top of page one of the Code and all entities that are under common management with these Companies or otherwise agree to be subject to the Code (“Affiliates”).

Any officer, employee-director, or employee of any Company or Affiliate, and, as may be determined by the Chief Compliance Officer on a case-by-case basis, any other non-employee, consultant, or long-term contract employee of any Company or Affiliate.

In the case of any non-employee, consultant, or long-term contract employee, the Chief Compliance Officer shall notify such individual as to whether he or she is considered a Covered Person (as defined below).

1 Investing Where It Counts |

Definitions

Beneficial Ownership. Ownership of a security where a Covered Person, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares (1) Voting power which includes the power to vote, or to direct the voting of, such security; and/or, (2) Investment power which includes the power to dispose, or to direct the disposition of, such security.

Chief Compliance Officer. The person designated as WHG’s Chief Compliance Officer. Actions and approvals to be taken by the Chief Compliance Officer under this Code may be delegated by the Chief Compliance Officer to other members of the Legal and Compliance Department.

Clients. Investment advisory accounts maintained with any of the Companies or Affiliates by any person, other than Covered Person Accounts.

Companies. The companies named or described at the top of page one of this Code.

Compliance Monitoring System. My Compliance Office (also known as MCO) or such other similar system or software as the Companies may use from time to time for their electronic compliance monitoring activities.

Covered Persons. The Companies and the persons described in item (A) above.

Covered Person Account. Includes all advisory, brokerage, trust or other accounts or forms of direct Beneficial Ownership in which one or more Covered Persons and/or one or more members of a Covered Person’s immediate family have a substantial proportionate economic interest excluding 529 Plans and any accounts with Westwood Trust for the benefit of the employee or their immediate family over which such individuals do not have investment discretion. Immediate family includes a Covered Person’s spouse and minor children and any family member living in the same household as the Covered Person. A substantial proportionate economic interest will generally be 10% of the equity in the account in the case of a Covered Person and 25% of the equity in the account in the case of all Covered Persons in the aggregate whichever is first applicable. Investment partnerships and similar indirect means of ownership other than registered open-end investment companies are also treated as accounts.

Bona fide error accounts of the Companies and the Affiliates are not considered Covered Person Accounts:

Executive Manager. The Chief Executive Officer (“CEO”), the co-Directors of Equity Portfolios, the Director of Equity Research of WHG, the Director of Multi Asset Portfolios

Fund Clients. Clients that are registered investment companies or series thereof.

Portfolio Managers. Covered Persons who are principally responsible for investment decisions with respect to any Westwood Strategies.

2 Investing Where It Counts |

10.

Security. Any financial instruments treated as a security for investment purposes and any related instruments such as futures, forward or swap contracts entered with respect to one or more securities. However, the term Security does not include securities issued by the Government of the United States (e.g., Treasury bonds, Treasury notes, and Treasury bills), bankers’ acceptances, bank certificates of deposit, and commercial paper.

11.

Westwood Strategy. Products managed and controlled by (a) Westwood Management Corp., other than the Custom Asset Allocation accounts, (b) Westwood Advisors, L.L.C., (c) Westwood Trust, with respect to its proprietary model accounts only, (d) Salient Advisors, LP, or (e) Broadmark Asset Management, LLC. For the sake of additional clarity, a strategy that is managed by an unaffiliated sub-advisor or independent third party is not considered a Westwood Strategy.

III.

Personal Account Reporting

Initial Holdings Report

No later than 10 business days after beginning employment or otherwise becoming a Covered Person, each Covered Person must submit an Initial Holdings Report through the Compliance Monitoring System containing the following information for all accounts that can hold securities excluding 529 Plans:

The title, number of shares and principal amount of each Security in which the Covered Person had any direct or indirect Beneficial Ownership when the person became a Covered Person;

The name of any broker, dealer or bank with whom the Covered Person maintained an account in which any Securities were held for the direct or indirect benefit of the Covered Person as of the date the person became a Covered Person; and

The date that the report is submitted.

Monitoring of Covered Accounts

Covered Persons must direct brokerage and other firms with which they have Covered Person Accounts to furnish to the Chief Compliance Officer on a timely basis duplicate copies of confirmations of, and account statements concerning, all personal Securities transactions or to allow an electronic feed of such statements and confirmations to the Compliance Monitoring System.

_C.

Quarterly Transaction Reports

Every Covered Person must submit a quarterly transaction affirmation through the Compliance Monitoring System, containing the information set forth in paragraph C.2. below with respect to transactions in any Security in which such Covered Person has or by reason of such transactions acquires, any direct or indirect Beneficial Ownership in the Security, subject to the exceptions listed below in paragraph E. The required Transaction Report information is provided in the Compliance Monitoring System quarterly transaction affirmation for all personal brokerage accounts that are directly linked in the system. For those accounts that are not directly linked in the Compliance Monitoring System, the Covered Person must certify that they have reported all brokerage accounts containing reportable securities in the system and that they have requested from the broker that Westwood receive duplicate statements and transaction confirmations for all non-linked accounts. If the necessary transaction and brokerage account information is not being provided to Westwood through either of the above methods, the Covered Person must create and upload a Transaction Report into the Compliance Monitoring System as part of their quarterly transaction affirmation.

3 Investing Where It Counts |

The Transaction Report must be submitted to the Chief Compliance Officer no later than 30 days after the end of the calendar quarter in which the transaction or account to which the report relates was effected or established, and the report must contain the date that the report is submitted.

A Transaction Report must contain the following information:

The date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares and the principal amount of each Security involved;

The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

The price at which the transaction was effected;

The name of the broker, dealer or bank with or through whom the transaction was effected; and

The date the Covered Person submits the report.

This report must contain the following information with respect to accounts established:

The name of the broker, dealer or bank with whom the account was established; and

The date the account was established.

In addition to the quarterly transaction affirmation, employees with Managed Accounts will be required to certify in the Compliance Monitoring System on a quarterly basis that they have fully delegated investment responsibility for such accounts to a third party.

Electronic or duplicate brokerage statements in lieu of reports.

A Covered Person will be deemed to have complied with the quarterly transaction report requirements of this Article III insofar as the Chief Compliance Officer receives in a timely fashion either electronic or duplicate monthly or quarterly brokerage statements on which all transactions required to be reported hereunder are described or an electronic feed of such statements and confirmations through the Compliance Monitoring System.

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Transaction Report Exceptions

A Covered Person is not required to submit a report in the following instances:

A Covered Person need not make a report with respect to any transactions over which such person does not have any direct or indirect influence or control; and

A Covered Person need not make a report with respect to any transactions effected pursuant to an automatic investment plan (this includes dividend reinvestment plans).

Ownership Admission

Any report submitted to comply with the requirements of this Article III may contain a statement that the report shall not be construed as an admission by the person making such report that he or she has any direct or indirect Beneficial Ownership in the Security to which the report relates.

Annual Holdings Report

Each Covered Person must certify on an annual basis that he or she has disclosed or reported all personal Securities transactions required to be disclosed or reported under the Code and that he or she is not subject to any regulatory disability described in the annual certification form.

All Annual Holdings Reports will be submitted through the Compliance Monitoring System. The report will contain the following information (which information must be current as of a date no more than 30 days before the report is submitted):

The title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares and principal amount of each Security in which the Covered Person had any direct or indirect Beneficial Ownership;

The name of any broker, dealer or bank with whom the Covered Person maintains an account in which any Securities are held for the direct or indirect benefit of the Covered Person; and

The date that the report is submitted.

The following Covered Person Accounts are only required to be reported and monitored annually as part of the Annual Holdings Report and are not subject to the intra-year monitoring set forth above in paragraph B:

Managed Accounts - accounts in which one or more Covered Persons and/or their immediate family have a substantial proportionate interest which are maintained with persons/entities who have no affiliation with the Companies and with respect to which no Covered Person has, in the judgment of the Chief Compliance Officer after reviewing the terms and circumstances, any direct or indirect influence or control over the investment or portfolio execution process.

401(k) accounts that can only hold mutual funds or substantially similar investment options and not individual securities.

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IV.

Personal Trading Restrictions

Basic Restriction on Investing Activities

If a Security is owned in any Westwood Strategy, excluding municipal securities, such Security or related Security (such as an option, warrant or convertible security) may not be purchased or sold for any Covered Person Account subject to the previously owned related Security exception set forth in paragraph (B) and permitted exceptions set forth in paragraph (G) below. If a Covered Person owns a Security that is subsequently purchased in any Westwood Strategy, the Covered Person may not sell such Security until it is sold out of all Westwood Strategies subject to the permitted exceptions set forth in paragraph (G) below. If a purchase or sale order is pending for any Westwood Strategy by any Company or Affiliate, any request to purchase or sell such Security or any related Security (such as an option, warrant or convertible security) for a Covered Person Account will be denied unless the request complies with the permitted exceptions set forth in paragraph (G) below. If a Security is under active consideration for purchase in any Westwood Strategy by any Company or Affiliate, any request to purchase or sell such Security or any related Security (such as an option, warrant or convertible security) for a Covered Person Account may be denied at the discretion of the Chief Compliance Officer and the Executive Manager.

For further restrictions on the purchase or sale of WHG securities, please refer to the Amended and Restated Insider Trading Policy.

Investments Owned Prior to Employment (Amnesty Period)

If a Security or a related Security that is owned in a Westwood Strategy is also owned by a Covered Person when such person becomes a new employee, such Covered Person will have two weeks from the date of their employment orientation (the “Amnesty Period”) to decide whether they want to sell their position in the Security, and all sales must occur within the Amnesty Period. After Amnesty Period, all future transactions in such Security will be subject to paragraph (A). Covered Persons must obtain pre-clearance approval for any Security or related Security traded during the two-week window.

Initial Public Offerings

No Security or related Security may be acquired in an initial public offering (“IPO”) for any Covered Person Account, unless the IPO is granted as part of an employee benefit plan to a non-employee Covered Person (for example, an employee’s spouse is awarded IPO shares from his or her employer).

Blackout Period

No Security or related Security may be bought, sold or exercised for any Covered Person Account during the period commencing three (3) business days prior to and ending three (3) business days after the purchase or sale (or entry of an order for the purchase or sale) of that Security or any related Security for the account of any Client unless the transaction falls under the exception set forth in paragraph III.(B) or complies with the permitted exceptions set forth in paragraph (G).

Short-Term Trading

No shares of WHG stock or any Security or related Security that is held within a Westwood Strategy may, within a 60-day period, be bought and sold or sold and bought at a profit for any Covered Person Account.

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If WHG stock or any Security or related Security that is held within a Westwood Strategy is, within a 60-day period, bought and sold or sold and bought for a profit in violation of this provision in any Covered Person Account, then any resulting profits must be disgorged. For purposes of disgorgement, profit recognition is based upon the difference between the most recent purchase and sale prices for the most recent transactions. Accordingly, profit recognition for disgorgement purposes may differ from the capital gains calculations for tax purposes.

The use of any disgorged profits will be at WHG’s discretion, and the employee will be responsible for any tax and related costs.

For the purpose of the short-term trading restriction, the expiration of an option within 60 days of the initial purchase or sale is not considered a sale of a Security.

Exempt Transactions.

The following transactions are exempt from the restrictions set forth in paragraphs (A), (B) and (D) above and do not require pre-clearance under paragraph (H) below:

Participation in an ongoing automatic investment plan including 401K plans or an issuer’s dividend reinvestment or stock purchase plan;

Participation in any transaction over which no Covered Person had any direct or indirect influence or control, involuntary transactions (such as mergers, inheritances, gifts, etc.);

The donation of Company stock does not require pre-clearance approval so long as the director, officer or employee donating the stock complies with the Company’s Insider Trading Policy and does not possess material nonpublic information about the Company at the time of donation; and

Purchases and sales of shares of registered open-end investment companies other than shares of investment companies advised or sub-advised by the Companies (“Non-Affiliated Funds”).

Permitted Exceptions

Purchases and sales of the following Securities for Covered Person Accounts are exempt from the restrictions set forth in paragraphs (A), (D) and (E) above if such purchases and sales comply with the pre-clearance requirements of paragraph (H) below:

De minimis trades of any Security or related Security (such as an option, warrant or convertible security) that is owned in a Westwood Strategy, subject to the following parameters:

The issuer of the security must have a common equity market capitalization greater than $5 billion USD;

The transaction is limited to 100 shares or $10,000 USD (whichever value is greater);

Covered Persons are limited to a maximum of 3 such de minimis trades per month; de minimis bond trades may be consolidated within a calendar month, with approval; and

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Subject to these parameters, a Covered Person may sell a Security that is owned in a Westwood Strategy or buy a Security that Westwood is selling out of a Strategy; however, a Covered Person cannot take a position contrary to the position taken in a Westwood Strategy (e.g., cannot short a Security or hold a long PUT position in a Security where Westwood holds long position in the Security).

Shares of registered open-end investment companies and certain other pooled vehicles advised or sub-advised by the Companies (”Affiliated Funds”). For reference, a list of such funds which require pre-clearance is set forth in Exhibit A.

Exchange traded funds.

Closed-end funds.

The exercise of voluntary corporate actions is exempt if the pre-clearance procedures for the purchase of the security to which the actions relate were satisfied.

In addition to the exceptions set forth above, purchases and sales of Securities for Covered Person Accounts that are established for the sole purpose of product development are exempt from the restrictions set forth in paragraphs (A), (D), and (E) above and do not need to comply with the requirements of paragraph (H) below if such accounts are disclosed as Managed Accounts in the Compliance Monitoring System and are subject to regular review by the Risk Management team to ensure compliance with the investment strategy for which the product is being developed and to ensure the product development account is not being favored.

Pre-Clearance of Personal Securities Transactions

Unless exempt from pre-clearance as set forth in this Code, no Security or related Security (such as an option, warrant or convertible security) may be bought, sold or exercised for a Covered Person Account unless (i) the Covered Person obtains prior approval from an Executive Manager and the Chief Compliance Officer; (ii) the approved transaction is completed on the same day or within two (2) business days after approval is received; and

(iii) the Chief Compliance Officer or an Executive Manager does not rescind such approval prior to execution of the transaction. (See paragraph (J) below for details of the Pre- Clearance Process.) Pre-clearance of personal securities transactions is typically executed through the Compliance Monitoring System.

Westwood Private Funds and Other Private Placements

The purchases or sales of Securities by Covered Persons that are not publicly traded (including shares or other participation in Westwood-affiliated or third party private funds) (“Private Securities Transactions”) will be reviewed on a case-by-case basis by the Chief Compliance Officer or his or her designee. The Covered Person requesting approval of a Private Securities Transaction shall (1) provide full details of the proposed transaction (2) include the applicable private placement memorandum or similar document and (3) disclose whether the Covered Person might receive any compensation from the proposed Private Securities Transaction or from the fund or issuer of the securities. The Chief Compliance Officer or his or her designee may approve the Private Securities Transaction if the Chief Compliance Officer or his or her designee concludes that (1) the Covered Person’s investment in the Security would not disadvantage a Client’s investment in the Security or operate to usurp a Client’s opportunity to make an investment in the Security, and (2) the proposed Private Securities Transaction would be otherwise consistent with the Covered Person’s and any Company's regulatory requirements including supervisor approval.

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Pre-Clearance Process

No Security may be purchased or sold for any Covered Person Account unless the particular transaction has been approved as required by this Code in the Compliance Monitoring System or in writing by an Executive Manager and the Chief Compliance Officer.

For Covered Person Accounts covered by paragraph J.1. above, an electronic pre-clearance request must be submitted through the Compliance Monitoring System, and an emailed notification of pre-clearance must be received prior to the entry of an order. If an employee cannot enter an electronic pre-clearance request through the Compliance Monitoring System for any reason, a pre-clearance request can be made by completing and submitting a Trading Approval Form, attached as Exhibit B, to the Chief Compliance Officer for approval by the Chief Compliance Officer or Executive Manager prior to the entry of an order.

After reviewing the proposed trade and the level of potential investment interest on behalf of Clients in the Security in question, the Chief Compliance Officer or Executive Manager shall approve (or disapprove) a pre-clearance request on behalf of a Covered Person as expeditiously as possible. Transactions described in paragraph (G) above will generally be approved unless it is believed for any reason that the Covered Person Account should not trade in such Security at such time. The Chief Compliance Officer may establish automated processes for approving certain types of transactions in lieu of manual pre-trade reviews.

Once a Covered Person’s pre-clearance request is approved, the transaction must be executed within two (2) business days after receiving approval (“Approved Period”). If the Covered Person’s trading order request is not approved, or is not executed within the Approved Period, the clearance lapses, although such trading order request may be resubmitted after such lapse. An exception to this rule applies when pre-clearance is requested for a transaction in WHG stock during an open Trading Window, in which case the pre-clearance remains effective throughout the Trading Window and expires when either the requested number of shares has been executed or the Trading Window closes.

Trading pre-clearance approval for the Chief Compliance Officer must be obtained from the General Counsel or Associate General Counsel and an Executive Manager. Trading pre-clearance approval for an Executive Manager must be obtained from the Chief Compliance Officer and a different Executive Manager.

The Chief Compliance Officer shall review all pre-clearance requests, all initial, quarterly and annual disclosure certifications and the trading activities on behalf of all Westwood Strategies with a view to ensuring that all Covered Persons are complying with the spirit as well as the detailed requirements of this Code. The Chief Compliance Officer shall periodically review confirmations from brokers to assure that all transactions effected for Covered Person Accounts are effected in compliance with this Code.

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Other Investment-Related Restrictions

Material Nonpublic Information

A Covered Person may come in contact with material nonpublic information about WHG or any other issuer in the ordinary course of business or based on a personal or professional affiliation with an issuer. In no case may a Covered Person conduct personal trades in the securities of an issuer while in possession of material nonpublic information about the issuer; and, at times, trading in the securities of any such issuer may be limited or restricted for all Covered Persons and/or for the firm as a whole even if only one Covered Person is aware of the information.

Wall Cross Securities. In the ordinary course of business, a Covered Person may receive access to material nonpublic information about another issuer related to a “wall-crossed” or “pre-marketed” public offering deal. Upon receipt of such information, the Covered Person shall immediately inform the Compliance Department that he or she possesses such information and/or that a Westwood strategy may participate in the deal. The Compliance Department shall then add the security to a firm-wide Wall Cross restricted list in the trade order management system(s) and to the restricted lists in the Compliance Monitoring System to restrict all firm and personal trades involving any such security. The restricted lists in these systems will automatically block any trades until the Compliance Department removes the security from the restricted lists. Securities shall only be removed from the lists once the information has been made public.

Employee-Affiliated Securities. A Covered Person may receive access to material nonpublic information about another issuer based on a personal or professional affiliation with the issuer (an “Employee-Affiliated Security”). For example, a Covered Person may serve on the board of directors of another issuer, or a Covered Person’s spouse may be employed by an issuer and have access to material nonpublic information. The Compliance Department identifies any such affiliations based on the outside business activities and initial and ongoing holdings disclosures that all Covered Persons are required to make in the Compliance Monitoring System. When an Employee-Affiliated Security is identified, the Compliance Department shall place the security on a watch list in the trade order management system(s) and the Compliance Monitoring System. Firm-level and personal trade requests involving any such security will be automatically restricted and flagged for review by the Compliance Department, at which point the Chief Compliance Officer shall review the proposed trade and determine whether it is appropriate to lift the restriction for the trade under the circumstances. In making such determination, the Chief Compliance Officer shall consider (a) the nature of the affiliation with the issuer, (b) any limitations the issuer has placed on transactions in its securities, (c) the likelihood that the employee affiliated with the security is aware of material nonpublic information and/or could have shared it, (d) who is requesting the trade and whether the trade is for a Covered Person Account or a Client account, (e) the size, timing, and direction of the trade, (f) past practice, and (g) such other factors as may be relevant under the circumstances.

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The Chief Compliance Officer shall document the reasons for the determination. The security shall remain on the watch list until the affiliation has ended, at which point the Chief Compliance Officer or other senior member of the Compliance Department will authorize the removal of the restrictions on the security.

VI.

Conflicts of Interest

Covered Persons are prohibited from engaging in any activity, practice, or act which conflicts with, or appears to conflict with, the interests of the Companies, its customers, or vendors.

Covered Persons are required to fully disclose any potential conflict of interest to the Compliance Department via the Compliance Monitoring System.

A conflict of interest exists when you, knowingly or unknowingly, engage in any activity that may compromise you, another employee, or the Company in its relationship with a customer, vendor, or competitor.

Gifts & Entertainment. Potential conflicts of interest with a customer, vendor, or competitor may include soliciting business for personal gain, accepting gifts other than those of nominal value (not more than $100), or requesting favors, discounts, or services.

Gifts Received: No Covered Person shall accept any gift or other item of more than $100 in value from any Client, competitor, or any person or entity that does business with or on behalf of any Client;

Entertainment Received: Covered Persons shall report accepted offers of entertainment (dinners, sports/concert events, etc.) from any person or entity that does business with or on behalf of any Client;

Gifts Given: No Covered Person shall give gifts or other items of more than $100 in value to any Client, competitor, vendor or any person or entity that does business with or on behalf of any Client when acting in their capacity as representatives of the Companies, except with the approval of the President, Chief Executive Officer or Chief Compliance Officer; Covered Persons shall report all gifts or other items of value given to any Client, competitor, vendor or any person or entity that does business with or on behalf of any Client in all instances where such Covered Persons are acting in their capacity as representatives of the Companies;

Entertainment Given: Covered Persons shall report all offers of entertainment accepted by any Client, competitor, vendor or any person or entity that does business with or on behalf of any Client in all instances where such Covered Persons are acting in their capacity as representatives of the Companies;

Reporting of gifts and entertainment given or received shall be made through the Compliance Monitoring System or through our expense management system in the case of reimbursable gifts that are given, which must include detail of the gift or entertainment, recipients or attendees and value of the gift or entertainment; and

Westwood’s Compliance Department (in conjunction with all employees servicing Clients) shall track all gifts and entertainment, if any, offered to and accepted by Taft-Hartley Clients.

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Outside Business Activities.

Potential conflicts of interest may arise in connection with a Covered Person’s activities outside the scope of their employment with the Company. All Covered Persons are required to disclose their outside business activities upon hire and are required to obtain pre-clearance approval for any new outside business activities engaged in after hire. No Covered Person shall participate in any outside business activity without prior written authorization from his or her supervisor and the Chief Compliance Officer based upon a determination that the activity would not be inconsistent with the interests of the Company or Clients or in violation of this Code or the Code of Business Conduct. Generally, outside business activities requiring disclosure and/or pre-clearance approval fall under the following categories:

Outside Activities: Activities that must be reported and/or pre-cleared include (i) any outside activity involving work for another financial services firm or (ii) any recurring outside activity, whether for compensation or not, that regularly obligates the Covered Person to consistently take time off work.

Service as a Director or Trustee: No Covered Person shall serve (i) as a director on the board of a publicly traded company, or any company with which the Companies do or may do business, or any company in which any Westwood Strategy has an interest, or on the board of a professional organization, (ii) as a trustee at a charitable or other non-profit organization with which the Companies do or may do business, or (iii) in any other position that may involve a level of influence or control over the financial dealings or decisions of any such organization, without prior written authorization from the Chief Compliance Officer and the Covered Person’s supervisor based upon a determination that the board service would not be inconsistent with the interests of the Clients or in violation of this Code or the Code of Business Conduct.

SEC Pay-to-Play Rule – Political Contributions

Covered Persons are permitted to make political contributions to elected officials, candidates, and others in a manner that is consistent with regulatory requirements and Westwood’s Policies & Procedures Manual. Any Covered Person who is a “Covered Associate,” as defined in the SEC Rule 204-2 (the “Pay-to-Play Rule”, is referred to as a “Rule 204-2 Covered Associate.” Rule 204-2 Covered Associate shall generally mean any:

(i) Any executive officer of the Companies;

(ii) Any Covered Person who solicits a government entity for the investment advisory services and any person who supervises, directly or indirectly, such Covered Person; and

(iii) Any political action committee controlled by the investment adviser or by any person described in (i) or (ii) above.

Whether a Covered Person is a Rule 204-2 Covered Associate will be determined by the Chief Compliance Officer on a case by case basis.

It is never appropriate to make or solicit political contributions or provide gifts or entertainment for the purpose of improperly influencing the actions of public officials. Accordingly, our policy is to restrict, monitor, and require prior approval of any political contributions.

Every 204-2 Covered Associate who is newly hired or Covered Person who becomes a Rule 204-2 Covered Associate must provide information to the Chief Compliance Officer no later than 30 days after his or her date of hire regarding any political contributions made within the preceding two years of his or her date of hire.

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Prior to accepting a new advisory client that is a government entity, the Chief Compliance Officer will review any political contributions made by Rule 204-2 Covered Associates.

No political contribution may be made by any Rule 204-2 Covered Associates unless the contribution has been approved by the Chief Compliance Officer in advance.

An electronic pre-clearance request must be submitted through the Compliance Monitoring System (including the name and title of the recipient, the amount, and the anticipated date of the contribution), and an emailed notification of pre-clearance must be received before the contribution is made.

After reviewing the proposed contribution to the candidate and the level of potential involvement the Companies may have with such candidate or a government entity with which such candidate is or may become affiliated, the Chief Compliance Officer, and an Executive Manager when appropriate, will approve (or disapprove) a pre-clearance request as expeditiously as possible. Proposed contributions will generally be approved unless it is believed for any reason that the Rule 204-2 Covered Associate’s contribution may currently or in the future violate the Pay-to-Play Rules.

Contribution pre-clearance approval for the Chief Compliance Officer must be obtained from both another member of the Legal Team and an Executive Manager.

On an annual basis, all Rule 204-2 Covered Associates must submit disclosure certifications regarding their political contributions and must ensure that all required information (including the name and title of each recipient, the amount, and the exact date each contribution was ultimately made) is disclosed.

On an annual basis, all Covered Persons must submit a certification with respect to their activities on behalf of the Companies with respect to any sales activities involving government entities.

Disclosure of Conflicts

Full disclosure to the Compliance Department of any potential conflict of interest is required as soon as such potential conflict is discovered. If you believe that unusual circumstances justify your engaging in an activity that may result in a conflict of interest, you may request in writing that the Compliance Department review the situation and grant a waiver in consultation with senior management, which consists of the Chief Executive Officer, General Counsel & Chief Compliance Officer, and Head of Westwood Trust Operations.

VII.

Reports and Additional Compliance Procedures

Reporting of Violations

Violations of the Code of Ethics must be promptly reported to the Chief Compliance Officer.

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Anonymous reporting is acceptable; and

All violations will be reviewed by the Compliance Department and/or the Westwood Holdings Group, Inc. Audit Committee.

Board Reporting for Fund Clients

At least annually (or quarterly in the case of Items 4 and 5 below), each of the Companies that has a Fund Client or that provides principal underwriting services for a Fund Client, shall, together with each Fund Client, furnish a written report to the Board of Directors of the Fund Client that:

Describes any issues arising under the Code since the last report;

Certifies that Companies have developed procedures concerning Covered Persons’ personal trading activities and reporting requirements relevant to such Fund Clients that are reasonably necessary to prevent violations of the Code;

Recommends changes, if any, to the Fund Clients’ or the Companies’ Codes of Ethics or procedures;

Provides a summary of any material or substantive violations of this Code by Covered Persons with respect to such Fund Clients which occurred during the past quarter and the nature of any remedial action taken; and

Describes any material or significant violations or “exceptions” to any provisions of this Code of Ethics as determined under Article VI below.

VIII.

Certifications

Annually, each Covered Person must certify that he or she has read and understood the Code and recognizes that he or she is subject to such Code. A Covered Person’s initial Code of Ethics certification will be submitted through the Compliance Monitoring System. All other certifications will be submitted through the Compliance Monitoring System.

IX.

Sanctions

Upon discovering that a Covered Person has not complied with the requirements of this Code, the Compliance Department will determine appropriate sanctions. The Chief Compliance Officer will consult on sanctions with senior management and the Covered Person’s supervisor if necessary. In addition, the Board of Directors of the relevant Company or of the relevant Fund Client, whichever is most appropriate under the circumstances, may impose on that person whatever sanctions the Board deems appropriate, including, among other things, disgorgement of profit, censure, suspension, or termination of employment. Violations of requirements of this Code by employees or Covered Persons and any sanctions imposed in connection therewith shall be reported not less frequently than quarterly to the Board of Directors of any relevant Company or Fund Client, as applicable.

Waivers

The Compliance Department, in consultation with senior management, when necessary, reserves the right to grant, on a case-by-case basis, waivers to any provisions under this Code that would not be violations of Rule 204A-1. Any waivers made hereunder will be maintained in writing by the Compliance Department.

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Requests for waivers to the personal investing restrictions set forth in Article III of this Code must be submitted in writing to the Chief Compliance Officer along with any Trading Approval request required for the transaction. Following are guidelines that will be considered when reviewing requests for personal investing restriction waivers:

Access to research/analyst information: an employee requesting a waiver should have little or no access to research/analyst information;

De minimis trade: if an employee requests a waiver for a transaction in a security that is held in a Westwood Strategy, the transaction must, in the opinion of the Chief Compliance Officer, be a de minimis trade, i.e., a small number of shares in a security with sufficient market capitalization and trading volume such that is not likely to adversely affect the price of the security; or

Expiration of stock options: the exercise of stock options granted by a previous employer that are about to expire.

XI.

Preservation of Documents

This Code, a copy of each report by a Covered Person, a record of any violation of this Code and any action taken as a result of the violation, a record of all written acknowledgments for each Covered Person, any written report made hereunder by the Companies or the Chief Compliance Officer, lists of all persons required to make reports, a list of any waivers, and the reasons therefor, with respect to Article III, and any records with respect to transactions pursuant to Article III above, shall be preserved with the records of the relevant Company and any relevant Fund Client for the period required by Rule 204A-1 and Rule 17j-l.

XII.

Other Laws, Rules and Statements of Policy

Nothing contained in this Code shall be interpreted as relieving any Covered Person from acting in accordance with the provision of any applicable law, rule or regulation or any other statement of policy or procedure governing the conduct of such person adopted by the Companies, the Affiliates or the Fund Clients.

All activities of the Company must be conducted in full compliance with all applicable laws and regulations. Senior management should be informed regarding all matters pertinent to the Company’s position regarding such laws and regulations. The Company expects all employees to follow the spirit as well as the letter of the law. In addition, Covered Persons are expected to fully comply with the Company’s Amended and Restated Insider Trading Policy that prohibits illegal insider trading and the use of material non-public information. All employees are expected to cooperate fully with the Company’s internal and outside auditors, attorneys, and regulatory examiners.

XIII.

Further Information

If any person has any question with regard to the applicability of the provisions of this Code generally or with regard to any Securities transaction or transactions, they should consult the Chief Compliance Officer.

Updated August 1, 2023

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Exhibit A

List of Affiliated Funds That Require Pre-Clearance for Personal Investing Activities

Westwood Quality Value Fund – WHGLX & WWLAX

Westwood Quality MidCap Fund - WWMCX

Westwood Quality SMidCap Fund – WHGMX

Westwood Quality SmallCap Fund – WHGSX

Westwood Quality AllCap Fund - WQAIX

Westwood Alternative Income Fund – WMNIX

Westwood Total Return Fund – WLVIX

Westwood Income Opportunity Fund – WHGIX & WWIAX

Westwood High Income Fund – WHGHX & WSDAX

Westwood SmallCap Growth Fund – WSCIX

Westwood Salient MLP & Energy Infrastructure SMPLX

Salient Global Real Estate Fund

Salient Select Income Fund

Salient Tactical Growth Fund

Salient Tactical Plus Fund

Morningstar U.S. Equity Fund – MSTQX

Teton Westwood Equity Fund

Teton Westwood Balanced Fund

Principal Investors Fund – LargeCap Value Fund III

RBC Private U.S. Value Equity Pool

Timothy Plan Large/Mid-Cap Value Fund

Timothy Plan Small-Cap Value Fund

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Exhibit B

PRE-CLEARANCE TRADING APPROVAL FORM

I, _________________________________________________ (name), am a Covered Person or authorized officer thereof and seek pre-clearance to engage in the transaction described below, for the benefit of myself or another Covered Person:

Acquisition or Disposition (circle one)

Name of Account:

Account Number:

Date of Request:

Security (Name & Ticker):

Amount or # of Shares:

Broker:

If the transaction involves a Security that is not publicly traded, a description of proposed transaction, source of investment opportunity and any potential conflicts of interest:

I hereby certify that, to the best of my knowledge, the transaction described herein is not prohibited by the Code of Ethics and that the opportunity to engage in the transaction did not arise by virtue of my activities on behalf of any Client.

Signature: _________________________ Print Name: ________________________

Approved or Disapproved: (circle one)

Date of Approval: _____________________________

Signature: _________________________ Print Name: ________________________

Compliance Approval: ______________________________

17 Investing Where It Counts |

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tp-20240501_cal.xml XBRL CALCULATION FILE EX-101.DEF 18 tp-20240501_def.xml XBRL DEFINITION FILE EX-101.LAB 19 tp-20240501_lab.xml XBRL LABEL FILE Legal Entity [Axis] US SMALL CAP CORE ETF Share Class [Axis] US SMALL CAP CORE ETF Shares US LARGE / MID CAP CORE ETF US LARGE / MID CAP CORE ETF Shares US LARGE / MID CAP CORE ENHANCED ETF US LARGE / MID CAP CORE ENHANCED ETF Shares HIGH DIVIDEND STOCK ETF HIGH DIVIDEND STOCK ETF Shares HIGH DIVIDEND STOCK ENHANCED ETF HIGH DIVIDEND STOCK ENHANCED ETF Shares INTERNATIONAL ETF INTERNATIONAL ETF Shares MARKET NEUTRAL ETF MARKET NEUTRAL ETF Shares Risk [Axis] Small Company Risk Excluded Security Risk Index Risk Equity Securities Risk Stock Market Risk Liquidity Risk Passive Investment Risk Calculation Methodology Risk Tracking Error Risk Exchange-Traded Fund (“ETF”) Structure Risk Valuation Risk Large Shareholder Risk Risk Lose Money [Member] Risk Not Insured Depository Institution [Member] Large-Capitalization Stock Risk Mid-Capitalization Stock Risk Fixed Income Risk Portfolio Turnover Risk Investment Company Risk Index/Defensive Positioning Risk Investment Strategy Risk Foreign Securities Risk Sampling Risk Smaller-Capitalization Stock Risk BRI Excluded Securities Risk Price Risk Active Market Risk Sector Risk Investment Style Risk Derivatives Risk Management Risk Performance Measure [Axis] After Taxes on Distributions After Taxes on Distributions and Sales Victory US Small Cap Volatility Weighted BRI Index (reflects no deduction for fees, expenses or taxes) Russell 2000 Index (reflects no deduction for fees, expenses or taxes) Victory US Large/Mid Cap Volatility Weighted BRI Index (reflects no deduction for fees, expenses or taxes) S&P 500 Index (reflects no deduction for fees, expenses or taxes) Victory US Large/Mid Cap Volatility Weighted BRI Index (reflects no deduction for fees, expenses or taxes) S&P 500 Index (reflects no deduction for fees, expenses or taxes) Victory US Large Cap High Dividend Volatility Weighted BRI Index (reflects no deduction for fees, expenses or taxes) HIGH DIVIDEND STOCK ETF-Russell 1000 Value Index (reflects no deduction for fees, expenses or taxes) Victory US Large Cap High Dividend Volatility Weighted BRI Index (reflects no deduction for fees, expenses or taxes) HIGH DIVIDEND STOCK ENHANCED ETF-Russell 1000 Value Index (reflects no deduction for fees, expenses or taxes) Victory International Volatility Weighted BRI Index (reflects no deduction for fees, expenses or taxes) INTERNATIONAL ETF-Russell 1000 Value Index (3) (reflects no deduction for fees, expenses or taxes) Prospectus: [Table] Prospectus [Line Items] Risk/Return [Heading] Objective [Heading] Objective, Primary [Text Block] Objective, Secondary [Text Block] Expense [Heading] Expense Narrative [Text Block] Shareholder Fees Caption [Text] Shareholder Fees [Table] Operating Expenses Caption [Text] Annual Fund Operating Expenses [Table] Expense Footnotes [Text Block] Expenses Deferred Charges [Text Block] Expenses Range of Exchange Fees [Text Block] Expense Example [Heading] Expense Example by Year [Heading] Expense Example Narrative [Text Block] Expense Example by, Year, Caption [Text] Expense Example, With Redemption [Table] Expense Example, No Redemption Narrative [Text Block] Expense Example, No Redemption, By Year, Caption [Text] Expense Example, No Redemption [Table] Expense Example Footnotes [Text Block] Expense Example Closing [Text Block] Portfolio Turnover [Heading] Portfolio Turnover [Text Block] Strategy [Heading] Strategy Narrative [Text Block] Risk [Heading] Risk Narrative [Text Block] (Deprecated 2023-01-31) Risk [Text Block] Risk Footnotes [Text Block] Risk Closing [Text Block] Bar Chart and Performance Table [Heading] Performance Narrative [Text Block] Bar Chart Narrative [Text Block] Bar Chart [Heading] Bar Chart [Table] Bar Chart Footnotes [Text Block] Bar Chart Closing [Text Block] Performance Table Heading Performance Table Narrative Performance [Table] Market Index Performance [Table] Performance Table Footnotes Performance Table Closing [Text Block] Supplement to Prospectus [Text Block] Shareholder Fees Column [Text] Maximum Cumulative Sales Charge (as a percentage of Offering Price) Maximum Cumulative Sales Charge (as a percentage) Maximum Sales Charge Imposed on Purchases (as a percentage of Offering Price) Maximum Deferred Sales Charge (as a percentage of Offering Price) Maximum Deferred Sales Charge (as a percentage) Maximum Sales Charge on Reinvested Dividends and Distributions (as a percentage) Redemption Fee (as a percentage of Amount Redeemed) Redemption Fee Exchange Fee (as a percentage of Amount Redeemed) Exchange Fee Maximum Account Fee (as a percentage of Assets) Maximum Account Fee Shareholder Fees (fees paid directly from your investment) Operating Expenses Column [Text] MANAGEMENT FEES Distribution and Service (12b-1) Fees Distribution or Similar (Non 12b-1) Fees Component1 Other Expenses Component2 Other Expenses Component3 Other Expenses Other Expenses (as a percentage of Assets): Acquired Fund Fees and Expenses Total Annual Operating Expenses Fee Waiver or Reimbursement Net Expenses (as a percentage of Assets) Expense Example, By Year, Column [Text] Expense Example, with Redemption, 1 Year Expense Example, with Redemption, 3 Years Expense Example, with Redemption, 5 Years Expense Example, with Redemption, 10 Years Expense Example, No Redemption: Expense Example, No Redemption, By Year, Column [Text] Expense Example, No Redemption, 1 Year Expense Example, No Redemption, 3 Years Expense Example, No Redemption, 5 Years Expense Example, No Redemption, 10 Years Annual Return Caption [Text] Annual Return, Column [Text] Annual Return, Inception Date Annual Return 1990 Annual Return 1991 Annual Return 1992 Annual Return 1993 Annual Return 1994 Annual Return 1995 Annual Return 1996 Annual Return 1997 Annual Return 1998 Annual Return 1999 Annual Return 2000 Annual Return 2001 Annual Return 2002 Annual Return 2003 Annual Return 2004 Annual Return 2005 Annual Return 2006 Annual Return 2007 Annual Return 2008 Annual Return 2009 Annual Return 2010 Annual Return 2011 Annual Return 2012 Annual Return 2013 Annual Return 2014 Annual Return 2015 Annual Return 2016 Annual Return 2017 Annual Return 2018 Annual Return 2019 2020 2021 2022 2023 Annual Return 2024 Annual Return 2025 Label 1 Year 3 Years 5 Years EX-101.PRE 20 tp-20240501_pre.xml XBRL PRESENTATION FILE GRAPHIC 21 fp0088171-2_27.jpg GRAPHIC begin 644 fp0088171-2_27.jpg M_]C_X 02D9)1@ ! @$ > !X #_[0 L4&AO=&]S:&]P(#,N, X0DE- ^T M ! > $ 0!X 0 !_^X $T%D;V)E &2 04 DE$_]L MA " @(" @(" @(" P(" @,$ P,# P0%! 0$! 0%!04%!04%!04%!P@(" <% M"0H*"@H)# P,# P,# P,# P,# P, 0,# P<%!PT'!PT/#0T-#P\.#@X.#P\, M# P,# \/# X.#@X,#PP1$1$1$0P1$1$1$1$1$1$1$1$1$1$1$1$1$1'_P 1 M" $! 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A Money Market Fund should show only the returns described in clause (A) of the preceding sentence. All returns should be shown for 1-, 5-, and 10- calendar year periods ending on the date of the most recently completed calendar year (or for the life of the Fund, if shorter), but only for periods subsequent to the effective date of the Fund's registration statement. The table also should show the returns of an appropriate broad-based securities market index as defined in Instruction 5 to Item 22(b)(7) for the same periods. A Fund that has been in existence for more than 10 years also may include returns for the life of the Fund. A Money Market Fund may provide the Fund's 7-day yield ending on the date of the most recent calendar year or disclose a toll-free (or collect) telephone number that investors can use to obtain the Fund's current 7-day yield. For a Fund (other than a Money Market Fund or a Fund described in General Instruction C.3.(d)(iii)), provide the information in the following table with the specified captions AVERAGE ANNUAL TOTAL RETURNS (For the periods ended December 31, _____). 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(B) If the Fund is a Money Market Fund that is a government Money Market Fund, as defined in \u00a7 270.2a\u20137(a)(16), or a retail Money Market Fund, as defined in \u00a7 270.2a\u20137(a)(25), and that is subject to the requirements of \u00a7\u00a7 270.2a\u20137(c)(2)(i) and/or (ii) of this chapter (or is not subject to the requirements of \u00a7\u00a7 270.2a\u20137(c)(2)(i) and/or (ii) of this chapter pursuant to \u00a7 270.2a\u20137(c)(2)(iii) of this chapter, but has chosen to rely on the ability to impose liquidity fees and suspend redemptions consistent with the requirements of \u00a7\u00a7 270.2a\u20137(c)(2)(i) and/or (ii)), include the following statement: You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The Fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the Fund's liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund's sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time. (C) If the Fund is a Money Market Fund that is a government Money Market Fund, as defined in \u00a7 270.2a\u20137(a)(16), that is not subject to the requirements of \u00a7\u00a7 270.2a\u20137(c)(2)(i) and/or (ii) of this chapter pursuant to \u00a7 270.2a\u20137(c)(2)(iii) of this chapter, and that has not chosen to rely on the ability to impose liquidity fees and suspend redemptions consistent with the requirements of \u00a7\u00a7 270.2a\u20137(c)(2)(i) and/or (ii), include the following statement: You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund's sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time. Instruction. If an affiliated person, promoter, or principal underwriter of the Fund, or an affiliated person of such a person, has contractually committed to provide financial support to the Fund, and the term of the agreement will extend for at least one year following the effective date of the Fund's registration statement, the statement specified in Item 4(b)(1)(ii)(A), Item 4(b)(1)(ii)(B), or Item 4(b)(1)(ii)(C) may omit the last sentence (\"The Fund's sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.\"). For purposes of this Instruction, the term \"financial support\" includes any capital contribution, purchase of a security from the Fund in reliance on \u00a7 270.17a\u20139, purchase of any defaulted or devalued security at par, execution of letter of credit or letter of indemnity, capital support agreement (whether or not the Fund ultimately received support), performance guarantee, or any other similar action reasonably intended to increase or stabilize the value or liquidity of the fund's portfolio; however, the term \"financial support\" excludes any routine waiver of fees or reimbursement of fund expenses, routine inter-fund lending, routine inter-fund purchases of fund shares, or any action that would qualify as financial support as defined above, that the board of directors has otherwise determined not to be reasonably intended to increase or stabilize the value or liquidity of the fund's portfolio. 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* column dei_LegalEntityAxis compact tp_S000063765Member column rr_ProspectusShareClassAxis compact * row primary compact * ~ ~ http://timothyplan.com/role/ShareholderFeesData column period compact * column dei_LegalEntityAxis compact tp_S000079419Member column rr_ProspectusShareClassAxis compact * row primary compact * ~ ~ http://timothyplan.com/role/OperatingExpensesData column period compact * column dei_LegalEntityAxis compact tp_S000079419Member column rr_ProspectusShareClassAxis compact * row primary compact * ~ ~ http://timothyplan.com/role/ExpenseExample column period compact * column dei_LegalEntityAxis compact tp_S000079419Member column rr_ProspectusShareClassAxis compact * row primary compact * ~ N-1A THE TIMOTHY PLAN 2024-05-01 2024-05-01 2024-05-01 TPSC TPLC TPLE TPHD TPHE TPIF TPMN US Small Cap Core ETF INVESTMENT OBJECTIVE The Fund seeks to provide investment results that track the performance of the Victory US Small Cap Volatility Weighted BRI Index before fees and expenses. FEES AND EXPENSES OF THE FUND This table describes the fees and expenses that you may pay if you buy and hold shares (“Shares”) of the Fund. Investors may incur usual or customary brokerage commissions and other charges on their purchases and sales of Shares of the Fund in the secondary market, which are not reflected in the table or the example below. SHAREHOLDER FEES (fees paid directly from your investment) 0 ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment) 0.0052 0.0052 EXAMPLE: <p id="xdx_A8B_err--ExpenseExampleNarrativeTextBlock_zs84j4ME2bX6" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes that (1) you invest $10,000 in the Fund for the time periods indicated and then sell or continue to hold all of your shares at the end of the period, (2) your investment has a 5% return each year, and (3) the Fund’s operating expenses remain the same. This Example does not take into account the brokerage commissions that you may pay on your purchases and sales of Shares. Although your actual costs may be higher or lower, based upon these assumptions, your costs would be: 53 167 291 653 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 will generally indicate higher transaction costs resulting in higher taxes when Shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund’s performance. During the Fund’s most recent fiscal year, the Fund’s portfolio turnover rate was <span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_90F_err--PortfolioTurnoverRate_pid_dp_uRatio_c20240501__20240501__dei--LegalEntityAxis__custom--S000063764Member_znoWoIhnSBr9">60% of the average value of its portfolio. 0.60 PRINCIPAL INVESTMENT STRATEGIES The Fund seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of its net assets directly or indirectly in the securities included in the Victory US Small Cap Volatility Weighted BRI Index (the “Index” or the “Underlying Index”) , an unmanaged, volatility weighted index created by the Fund’s Sub-Advisor (the “Index Provider”). The Index Provider is not affiliated with the Fund or the Advisor. The Index Provider combines fundamental criteria with individual security risk control achieved through volatility weighting of individual securities, rather than traditional market-cap weighting. Such a methodology is sometimes referred to as “Smart Beta.” The Index follows a proprietary rules-based methodology developed by the Fund’s Sub-Advisor, to construct its constituent securities. The Index universe begins with the stocks included in the Nasdaq Victory US Small Cap 500 Volatility Weighted Index, a volatility weighted index comprised of the 500 largest U.S. companies with the bottom 10% by market capitalization as represented by NASDAQ US Small Cap Index (NQUSS) with positive earnings over the last twelve months. The Fund’s Advisor provides the Sub-Advisor with the list of Excluded Securities that do not satisfy the Advisor’s proprietary BRI filtering criteria. The Index Provider then removes the Excluded Securities from the Parent Index. The Index is reconstituted every April and October (based on information as of the prior month-end) and is adjusted to limit exposure to any particular sector to 25%. As of March 31, 2024, the Index had a market capitalization range from $ $358.4 million to $56.5 billion. The Fund will not knowingly invest in Excluded Securities. Excluded Securities are securities issued by any company that is involved in the production or wholesale distribution of alcohol, tobacco, or gambling equipment, gambling enterprises, or which is involved, either directly or indirectly, in abortion or pornography, or promoting anti-family entertainment or non-biblical lifestyles. The Fund also reserves the right to exclude investments, in its best judgment, in other companies whose practices may not fall within the exclusions described above, but can be found offensive to basic, traditional Judeo-Christian values. In the event a company is subsequently discovered to be engaged in a prohibited practice, it will be liquidated at the next re-balancing. The Fund generally seeks to track the returns of the Index before fees and expenses by employing a replication strategy that seeks to hold all of the stocks in the Index. A replication strategy means that the Fund seeks to hold all of the securities included in its index, in approximately the percentages represented by the securities in the index. PRINCIPAL RISKS OF INVESTING IN THE FUND <p id="xdx_A83_err--RiskTextBlock_hrr--RiskAxis__custom--SmallCompanyRiskMember_zbomWu4WMs51" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Small Company Risk. Small company stocks present above-average risks. This means that when stock prices decline overall, the Portfolio may decline more than a broad-based securities market index. These companies usually offer a smaller range of products and services than larger companies. They may also have limited financial resources and may lack management depth. As a result, stocks issued by smaller companies tend to be less liquid and fluctuate in value more than the stocks of larger, more established companies. <p id="xdx_A8A_err--RiskTextBlock_hrr--RiskAxis__custom--ExcludedSecurityRiskMember_z7B7nPldXF33" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Excluded Security Risk. Because the Index omits Excluded Securities, the Fund may be riskier than other funds that invest in a broader array of securities. BRI may not be successful. Because the Index is reconstituted only at prescribed times during the year, the Fund may temporarily hold securities that do not comply with the BRI filtering criteria if the application of the criteria or the nature of a company’s business changes in between these dates. <p id="xdx_A87_err--RiskTextBlock_hrr--RiskAxis__custom--IndexRiskMember_z8gsG32gzR6g" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Index Risk. There is no guarantee that the Fund’s investment results will have a high degree of correlation to those of the Underlying Index or that the Fund will achieve its investment objective. Market disruptions and regulatory restrictions could have an adverse effect on the Fund’s ability to adjust its exposure to the required levels in order to track the Underlying Index. Errors in index data, index computations or the construction of the Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the Index Provider for a period of time or at all, which may have an adverse impact on the Fund and its shareholders. Unusual market conditions may cause the Index Provider to postpone a scheduled rebalance, which could cause the Underlying Index to vary from its normal or expected composition. <p id="xdx_A8F_err--RiskTextBlock_hrr--RiskAxis__custom--EquitySecuritiesRiskMember_znuDmHuKJww3" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Equity Securities Risk. The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions in the United States or abroad. A company’s earnings or dividends may not increase as expected (or may decline) because of poor management, competitive pressures, reliance on particular suppliers or geographical regions, labor problems or shortages, corporate restructurings, fraudulent disclosures, man-made or natural disasters, military confrontations or wars, terrorism, public health crises, or other events, conditions and factors. Price changes may be temporary or last for extended periods. <p id="xdx_A83_err--RiskTextBlock_hrr--RiskAxis__custom--StockMarketRiskMember_zYN4vZw4G1j3" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Stock Market Risk. Overall stock market risks may affect the value of the Fund. Domestic and International factors such as political events, war, trade disputes, interest rate levels and other fiscal and monetary policy changes, pandemics and other public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires and floods, may add to instability in world economies and markets generally. The impact of these and other factors may be short-term or may last for extended periods. <p id="xdx_A83_err--RiskTextBlock_hrr--RiskAxis__custom--LiquidityRiskMember_z8fRs7RUYdve" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Liquidity Risk. In certain circumstances, such as the disruption of the orderly markets for the investments in which the Fund invests, the Fund might not be able to dispose of certain holdings quickly or at prices that represent true market value in the judgment of the Sub-Advisor. Markets for the investments in which the Fund invests may be disrupted by a number of events, including but not limited to economic crises, natural disasters, new legislation, or regulatory changes, and may prevent the Fund from limiting losses, realizing gains or achieving a high correlation with the Index. <p id="xdx_A88_err--RiskTextBlock_hrr--RiskAxis__custom--PassiveInvestmentRiskMember_zX4rqs9zdPYb" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Passive Investment Risk. The Fund is not actively managed, and the Sub-Advisor does not take defensive positions under any market conditions, including declining markets. <p id="xdx_A8D_err--RiskTextBlock_hrr--RiskAxis__custom--CalculationMethodologyRiskMember_zIGO6xwMmNW8" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Calculation Methodology Risk. The Index relies on various sources of information to assess the criteria of issuers included in the Index, including information that may be based on assumptions and estimates. Neither the Fund, the Index Provider, nor the Advisor can offer assurances that the Index’s calculation methodology or sources of information will provide an accurate assessment of included issuers or correct valuation of securities, nor can they guarantee the availability or timeliness of the production of an Index. <p id="xdx_A89_err--RiskTextBlock_hrr--RiskAxis__custom--TrackingErrorRiskMember_zbCgzeaFS1Nl" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Tracking Error Risk. The Fund may be subject to tracking error, which is the divergence of the Fund’s performance from its index. Tracking error may occur because of, among other reasons, differences between the securities and other instruments held in the Fund’s portfolio and those included in the Index. This risk may be heightened during times of increased market volatility or other unusual market conditions. Tracking error also may result because the Fund incurs fees and expenses, while the Index does not. <p id="xdx_A8E_err--RiskTextBlock_hrr--RiskAxis__custom--ExchangeTradedFundETFStructureRiskMember_zaPH5vfCxpO8" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Exchange-Traded Fund (“ETF”) Structure Risk. The Fund is structured as an exchange-traded fund (“ETF”) and, as a result, is subject to special risks, including: <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> Not Individually Redeemable. The Fund’s shares are not individually redeemable and may be redeemed by the Fund at its net asset value per share (“NAV”) only in large blocks known as Creation Units. The Fund may incur brokerage costs purchasing enough shares to constitute a Creation Unit. Alternatively, the Fund may redeem your shares by selling them on the secondary market at prevailing market prices. </td> </tr> </table> <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> Trading Issues. Trading in shares on the Exchange may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in shares inadvisable, such as extraordinary market volatility. There can be no assurance that shares will continue to meet the listing requirements of the Exchange. There is no guarantee that an active secondary </td> </tr> </table> market will develop for the shares. In stressed market conditions, authorized participants may be unwilling to participate in the creation/redemption process, particularly if the market for shares becomes less liquid in response to deteriorating liquidity in the markets for the Fund’s underlying portfolio holdings, which may lead to widening of bid-ask spreads and differences between the market price of the shares and the underlying value of those shares. <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> Market Price Variance Risk. The market prices of shares will fluctuate in response to changes in NAV and supply and demand for shares and will include a bid-ask spread charged by the exchange specialists, market makers, or other participants that trade the particular security. There may be times when the market price and the NAV vary significantly, particularly in times of market stress. This means that shares may trade at a premium or discount to NAV and bid-ask spreads may widen. </td> </tr> </table> <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> Authorized Participants Concentration Risk. A limited number of financial institutions may be responsible for all or a significant portion of the creation and redemption activity for the Fund. If these firms exit the business or are unable or unwilling to process creation and/or redemption orders, shares may trade at a premium or discount to NAV and bid-ask spreads may widen. </td> </tr> </table> <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> Tax-Efficiency Risk. Redemptions of shares may be effected for cash, rather than in kind, which means that the Fund may need to sell portfolio securities in order to complete an in-cash redemption, and may recognize net gains on these sales. As a result, investments in the shares may be less tax-efficient than investments in ETFs that redeem solely or principally in kind, and the Fund may pay out higher annual capital gain distributions than if the in-kind redemption process was used. </td> </tr> </table> <p id="xdx_A82_err--RiskTextBlock_hrr--RiskAxis__custom--ValuationRiskMember_zNBOfUeAOxC4" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Valuation Risk. The sale price the Fund could receive for a security may differ from the Fund’s valuation of the security and may differ from the value used by the Index, particularly for securities that trade in low volume or volatile markets or that are valued using a fair value methodology. The Fund relies on various sources to calculate its NAV. The information may be provided by third parties that are believed to be reliable, but the information may not be accurate due to errors by such pricing sources, technological issues, or otherwise. <p id="xdx_A89_err--RiskTextBlock_hrr--RiskAxis__custom--LargeShareholderRiskMember_zjrDxXaMi6C2" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Large Shareholder Risk. Certain large shareholders, including other funds advised by the Advisor, may from time to time own a substantial amount of the Fund’s shares. The actions by one shareholder or multiple shareholders may have an impact on the Fund and, therefore, indirectly on other shareholders. Shareholder purchase and redemption activity may affect the per share amount of the Fund’s distributions of its net investment income and net realized capital gains, if any, thereby affecting the tax burden on the Fund’s shareholders subject to federal income tax. To the extent a larger shareholder (including, for example, an affiliated fund that operates as a fund-of-funds) is permitted to invest in the Fund, the Fund may experience large inflows or outflows of cash from time to time. This activity could magnify these adverse effects on the Fund. You may lose money by investing in the Fund. There is no guarantee that the Fund will achieve its objective. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. By itself, the Fund does not constitute a complete investment plan and should be considered a long-term investment for investors who can afford to weather changes in the value of their investment. You may lose money by investing in the Fund. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. PAST PERFORMANCE <span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_90A_err--PerformanceInformationIllustratesVariabilityOfReturns_c20240501__20240501__dei--LegalEntityAxis__custom--S000063764Member_zQhwoyB6jmwf">The following bar chart and table provide some indication of the risks of investing in the Fund by showing the variability of the Fund’s performance from year to year and by comparing the Fund’s performance to a broad based index and to the Underlying Index. <span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_90D_err--PerformancePastDoesNotIndicateFuture_c20240501__20240501__dei--LegalEntityAxis__custom--S000063764Member_zqLmFw41Quw">The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Performance data for the Fund may be available online at <span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_909_err--PerformanceAvailabilityWebSiteAddress_c20240501__20240501__dei--LegalEntityAxis__custom--S000063764Member_z145hORVktw">etf.timothyplan.com or by calling <span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_90B_err--PerformanceAvailabilityPhone_c20240501__20240501__dei--LegalEntityAxis__custom--S000063764Member_zRPh0A7cjffk">(800) 846-7526. The following bar chart and table provide some indication of the risks of investing in the Fund by showing the variability of the Fund’s performance from year to year and by comparing the Fund’s performance to a broad based index and to the Underlying Index. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. etf.timothyplan.com (800) 846-7526 Year-by-year Annual Total Returns (for calendar years ending on December 31) 0.0999 0.2962 -0.1345 0.1764 <div id="xdx_A8C_err--BarChartClosingTextBlock_zTnrm40mPLTg"></div> <table cellpadding="2" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr> <td style="vertical-align: bottom; width: 50%"><span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_901_err--HighestQuarterlyReturnLabel_c20240501__20240501__dei--LegalEntityAxis__custom--S000063764Member__rr--ProspectusShareClassAxis__custom--C000206642Member_ztq2AvL6PXAg">BEST QUARTER</td> <td style="vertical-align: bottom; width: 50%"><span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_90C_err--LowestQuarterlyReturnLabel_c20240501__20240501__dei--LegalEntityAxis__custom--S000063764Member__rr--ProspectusShareClassAxis__custom--C000206642Member_zK8o6HMfGJF3">WorsT QUARTER</td> </tr> <tr> <td style="border-bottom: #000000 1pt solid; vertical-align: bottom; width: 50%"><span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_907_err--BarChartHighestQuarterlyReturnDate_ddxL_c20240501__20240501__dei--LegalEntityAxis__custom--S000063764Member__rr--ProspectusShareClassAxis__custom--C000206642Member_z7NRRco8Mkv3" title="::XDX::2020-12-31">Dec-20</td> <td style="border-bottom: #000000 1pt solid; vertical-align: bottom; width: 50%"><span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_903_err--BarChartLowestQuarterlyReturnDate_ddxL_c20240501__20240501__dei--LegalEntityAxis__custom--S000063764Member__rr--ProspectusShareClassAxis__custom--C000206642Member_zUHwDMbA95ri" title="::XDX::2020-03-31">Mar-20</td> </tr> <tr style="background-color: Gainsboro"> <td style="border-top: #000000 1pt solid; vertical-align: bottom; width: 50%"><span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_90A_err--BarChartHighestQuarterlyReturn_pid_dp_uRatio_c20240501__20240501__dei--LegalEntityAxis__custom--S000063764Member__rr--ProspectusShareClassAxis__custom--C000206642Member_zROgi8pg8ZBf">31.26%</td> <td style="border-top: #000000 1pt solid; vertical-align: bottom; width: 50%"><span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_905_err--BarChartLowestQuarterlyReturn_pid_dp_uRatio_c20240501__20240501__dei--LegalEntityAxis__custom--S000063764Member__rr--ProspectusShareClassAxis__custom--C000206642Member_zcsdGjTSrM4h">-32.52%</td> </tr> </table> BEST QUARTER WorsT QUARTER 0.3126 -0.3252 Average Annual Total Returns (for periods ending on December 31, 2023) 0.1764 0.0969 0.1046 0.1732 0.0939 0.1015 0.1064 0.0751 0.0819 0.1836 0.1036 0.1113 0.1693 0.0222 0.0728 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. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. US Large / Mid Cap Core ETF INVESTMENT OBJECTIVE The Fund seeks to provide investment results that track the performance of the Victory US Large/Mid Cap Volatility Weighted BRI Index before fees and expenses. FEES AND EXPENSES OF THE FUND This table describes the fees and expenses that you may pay if you buy and hold shares (“Shares”) of the Fund. Investors may incur usual or customary brokerage commissions and other charges on their purchases and sales of Shares of the Fund in the secondary market, which are not reflected in the table or the example below. SHAREHOLDER FEES (fees paid directly from your investment) 0 ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment) 0.0052 0.0052 EXAMPLE: <p id="xdx_A8D_err--ExpenseExampleNarrativeTextBlock_zdYl4rmnZYw" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes that (1) you invest $10,000 in the Fund for the time periods indicated and then sell or continue to hold all of your shares at the end of the period, (2) your investment has a 5% return each year, and (3) the Fund’s operating expenses remain the same. This Example does not take into account the brokerage commissions that you may pay on your purchases and sales of Shares. Although your actual costs may be higher or lower, based upon these assumptions, your costs would be: 53 167 291 653 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 will generally indicate higher transaction costs resulting in higher taxes when Shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund’s performance. During the Fund’s most recent fiscal year, the Fund’s portfolio turnover rate was <span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_902_err--PortfolioTurnoverRate_pid_dp_uRatio_c20240501__20240501__dei--LegalEntityAxis__custom--S000063763Member_zF6CzBziD2w3">30% of the average value of its portfolio. 0.30 PRINCIPAL INVESTMENT STRATEGIES The Fund seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of its net assets directly or indirectly in the securities included in the Victory US Large Cap Volatility Weighted BRI Index (the “Index” or the “Underlying Index”), an unmanaged, volatility weighted index created by the Sub-Advisor (the “Index Provider”). The Index Provider is not affiliated with the Fund or the Advisor. The Index Provider combines fundamental criteria with individual security risk control achieved through volatility weighting of individual securities, rather than traditional market-cap weighting. Such a methodology is sometimes referred to as “Smart Beta.” The Index follows a proprietary rules-based methodology, developed by the Sub-Advisor, to construct its constituent securities. The Index universe begins with the stocks included in the Nasdaq Victory US Large Cap 500 Volatility Weighted Index, a volatility weighted index comprised of the 500 largest U.S. companies by market capitalization with positive earnings over the last twelve months. The Fund’s Advisor provides the Sub-Advisor with the list of Excluded Securities that do not satisfy the Advisor’s proprietary BRI filtering criteria. The Index Provider then removes the Excluded Securities from the Index. The Index is reconstituted every April and October (based on information as of the prior month-end) and is adjusted to limit exposure to any particular sector to 25%. As of March 31, 2024, the Index had a market capitalization range from $679.9 million to $2.2 trillion. The Fund will not knowingly invest in Excluded Securities. Excluded Securities are securities issued by any company that is involved in the production or wholesale distribution of alcohol, tobacco, or gambling equipment, gambling enterprises, or which is involved, either directly or indirectly, in abortion or pornography, or promoting anti-family entertainment or non-biblical lifestyles. The Fund also reserves the right to exclude investments, in its best judgment, in other companies whose practices may not fall within the exclusions described above, but can be found offensive to basic, traditional Judeo-Christian values. In the event a company is subsequently discovered to be engaged in a prohibited practice, it will be liquidated at the next re-balancing. The Fund generally seeks to track the returns of the Index before fees and expenses by employing a replication strategy that seeks to hold all of the stocks in the Index, in approximately the percentages represented by the securities in the Index. PRINCIPAL RISKS OF INVESTING IN THE FUND <p id="xdx_A8B_err--RiskTextBlock_hrr--RiskAxis__custom--LargeCapitalizationStockRiskMember_zFfL5JYBWhej" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Large-Capitalization Stock Risk. The securities of large-sized companies may underperform the securities of smaller-sized companies or the market as a whole. The growth rate of larger, more established companies may lag those of smaller companies, especially during periods of economic expansion. <p id="xdx_A8A_err--RiskTextBlock_hrr--RiskAxis__custom--MidCapitalizationStockRiskMember_zLiIt01u1UQg" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Mid-Capitalization Stock Risk. Mid-sized companies may be subject to a number of risks not associated with larger, more established companies, potentially making their stock prices more volatile and increasing the risk of loss. <p id="xdx_A8C_err--RiskTextBlock_hrr--RiskAxis__custom--ExcludedSecurityRiskMember_ziDVS4ldXYya" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Excluded Security Risk. Because the Index omits Excluded Securities, the Fund may be riskier than other funds that invest in a broader array of securities. BRI may not be successful. Because the Index is reconstituted only at prescribed times during the year, the Fund may temporarily hold securities that do not comply with the BRI filtering criteria if the application of the criteria or the nature of a company’s business changes in between these dates. <p id="xdx_A88_err--RiskTextBlock_hrr--RiskAxis__custom--IndexRiskMember_z1BSQZtZgcG7" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Index Risk. There is no guarantee that the Fund’s investment results will have a high degree of correlation to those of the Underlying Index or that the Fund will achieve its investment objective. Market disruptions and regulatory restrictions could have an adverse effect on the Fund’s ability to adjust its exposure to the required levels in order to track the Underlying Index. Errors in index data, index computations or the construction of the Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the Index Provider for a period of time or at all, which may have an adverse impact on the Fund and its shareholders. Unusual market conditions may cause the Index Provider to postpone a scheduled rebalance, which could cause the Underlying Index to vary from its normal or expected composition. <p id="xdx_A84_err--RiskTextBlock_hrr--RiskAxis__custom--EquitySecuritiesRiskMember_zhZ62agHaj22" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Equity Securities Risk. The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions in the United States or abroad. A company’s earnings or dividends may not increase as expected (or may decline) because of poor management, competitive pressures, reliance on particular suppliers or geographical regions, labor problems or shortages, corporate restructurings, fraudulent disclosures, man-made or natural disasters, military confrontations or wars, terrorism, public health crises, or other events, conditions and factors. Price changes may be temporary or last for extended periods. <p id="xdx_A80_err--RiskTextBlock_hrr--RiskAxis__custom--StockMarketRiskMember_zsvaoY2mMD26" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Stock Market Risk. Overall stock market risks may affect the value of the Fund. Domestic and International factors such as political events, war, trade disputes, interest rate levels and other fiscal and monetary policy changes, pandemics and other public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires and floods, may add to instability in world economies and markets generally. The impact of these and other factors may be short-term or may last for extended periods. <p id="xdx_A84_err--RiskTextBlock_hrr--RiskAxis__custom--PassiveInvestmentRiskMember_z6AqkfStbDZ3" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Passive Investment Risk. The Fund is not actively managed, and the Sub-Advisor does not take defensive positions under any market conditions, including declining markets. <p id="xdx_A80_err--RiskTextBlock_hrr--RiskAxis__custom--CalculationMethodologyRiskMember_z9TUO63uKYzk" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Calculation Methodology Risk. The Index relies on various sources of information to assess the criteria of issuers included in the Index, including information that may be based on assumptions and estimates. Neither the Fund, the Index Provider, nor the Advisor can offer assurances that the Index’s calculation methodology or sources of information will provide an accurate assessment of included issuers or correct valuation of securities, nor can they guarantee the availability or timeliness of the production of an Index. <p id="xdx_A86_err--RiskTextBlock_hrr--RiskAxis__custom--TrackingErrorRiskMember_zHzz2ysuhfKj" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Tracking Error Risk. The Fund may be subject to tracking error, which is the divergence of the Fund’s performance from its index. Tracking error may occur because of, among other reasons, differences between the securities and other instruments held in the Fund’s portfolio and those included in the Index. This risk may be heightened during times of increased market volatility or other unusual market conditions. Tracking error also may result because the Fund incurs fees and expenses, while the Index does not. <p id="xdx_A87_err--RiskTextBlock_hrr--RiskAxis__custom--ExchangeTradedFundETFStructureRiskMember_zYcUIntuCKsl" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Exchange-Traded Fund (“ETF”) Structure Risk. The Fund is structured as an exchange-traded fund (“ETF”) and, as a result is subject to special risks, including: <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> Not Individually Redeemable. The Fund’s shares are not individually redeemable and may be redeemed by the Fund at its net asset value per share (“NAV”) only in large blocks known as Creation Units. The Fund may incur brokerage costs purchasing enough shares to constitute a Creation Unit. Alternatively, the Fund may redeem your shares by selling them on the secondary market at prevailing market prices. </td> </tr> </table> <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> Trading Issues. Trading in shares on the Exchange may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in shares inadvisable, such as extraordinary market volatility. There can be no assurance that shares will continue to meet the listing requirements of the Exchange. There is no guarantee that an active secondary market will develop for the shares. In stressed market conditions, authorized participants may be unwilling to participate in the creation/redemption process, particularly if the market for shares becomes less liquid in response to deteriorating liquidity in the markets for the Fund’s underlying portfolio holdings, which may lead to widening of bid-ask spreads and differences between the market price of the shares and the underlying value of those shares. </td> </tr> </table> <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> Market Price Variance Risk. The market prices of shares will fluctuate in response to changes in NAV and supply and demand for shares and will include a bid-ask spread charged by the exchange specialists, market makers, or other participants that trade the particular security. There may be times when the market price and the NAV vary significantly, particularly in times of market stress. This means that shares may trade at a premium or discount to NAV and bid-ask spreads may widen. </td> </tr> </table> <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> Authorized Participants Concentration Risk. A limited number of financial institutions may be responsible for all or a significant portion of the creation and redemption activity for the Fund. If these firms exit the business or are unable or unwilling to process creation and/or redemption orders, shares may trade at a premium or discount to NAV and bid-ask spreads may widen. </td> </tr> </table> <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> Tax-Efficiency Risk. Redemptions of shares may be effected for cash, rather than in kind, which means that the Fund may need to sell portfolio securities in order to complete an in-cash redemption, and may recognize net gains on these sales. As a result, investments in the shares may be less tax-efficient than investments in ETFs that redeem solely or principally in kind, and the Fund may pay out higher annual capital gain distributions than if the in-kind redemption process was used. </td> </tr> </table> <p id="xdx_A89_err--RiskTextBlock_hrr--RiskAxis__custom--ValuationRiskMember_zHOdFOEDlv66" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Valuation Risk. The sale price the Fund could receive for a security may differ from the Fund’s valuation of the security and may differ from the value used by the Index, particularly for securities that trade in low volume or volatile markets or that are valued using a fair value methodology. The Fund relies on various sources to calculate its NAV. The information may be provided by third parties that are believed to be reliable, but the information may not be accurate due to errors by such pricing sources, technological issues, or otherwise. <p id="xdx_A8F_err--RiskTextBlock_hrr--RiskAxis__custom--LargeShareholderRiskMember_z5TuuQsF1xsh" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Large Shareholder Risk. Certain large shareholders, including other funds advised by the Advisor, may from time to time own a substantial amount of the Fund’s shares. The actions by one shareholder or multiple shareholders may have an impact on the Fund and, therefore, indirectly on other shareholders. Shareholder purchase and redemption activity may affect the per share amount of the Fund’s distributions of its net investment income and net realized capital gains, if any, thereby affecting the tax burden on the Fund’s shareholders subject to federal income tax. To the extent a larger shareholder (including, for example, an affiliated fund that operates as a fund-of-funds) is permitted to invest in the Fund, the Fund may experience large inflows or outflows of cash from time to time. This activity could magnify these adverse effects on the Fund. You may lose money by investing in the Fund. There is no guarantee that the Fund will achieve its objective. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. By itself, the Fund does not constitute a complete investment plan and should be considered a long-term investment for investors who can afford to weather changes in the value of their investment. You may lose money by investing in the Fund. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. PAST PERFORMANCE <span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_90D_err--PerformanceInformationIllustratesVariabilityOfReturns_c20240501__20240501__dei--LegalEntityAxis__custom--S000063763Member_zF3wNRCTqmwj">The following bar chart and table provide some indication of the risks of investing in the Fund by showing the variability of the Fund’s performance from year to year and by comparing the Fund’s performance to a broad based index index and to the Underlying Index. <span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_90C_err--PerformancePastDoesNotIndicateFuture_c20240501__20240501__dei--LegalEntityAxis__custom--S000063763Member_zBmXWmTFqL16">The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Performance data for the Fund may be available online at <span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_902_err--PerformanceAvailabilityWebSiteAddress_c20240501__20240501__dei--LegalEntityAxis__custom--S000063763Member_ze5sXDk10LH">etf.timothyplan.com or by calling <span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_907_err--PerformanceAvailabilityPhone_c20240501__20240501__dei--LegalEntityAxis__custom--S000063763Member_zviKouS4N0xl">(800) 846-7526. The following bar chart and table provide some indication of the risks of investing in the Fund by showing the variability of the Fund’s performance from year to year and by comparing the Fund’s performance to a broad based index index and to the Underlying Index. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. etf.timothyplan.com (800) 846-7526 Year-by-year Annual Total Returns (for calendar years ending on December 31) 0.1467 0.2582 -0.1248 0.1530 <div id="xdx_A87_err--BarChartClosingTextBlock_zOpRLZ4GL5Xl"></div> <table cellpadding="2" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr> <td style="vertical-align: bottom; width: 50%"><span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_909_err--HighestQuarterlyReturnLabel_c20240501__20240501__dei--LegalEntityAxis__custom--S000063763Member__rr--ProspectusShareClassAxis__custom--C000206641Member_zy4Wb1toq6d2">BEST QUARTER</td> <td style="vertical-align: bottom; width: 50%"><span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_906_err--LowestQuarterlyReturnLabel_c20240501__20240501__dei--LegalEntityAxis__custom--S000063763Member__rr--ProspectusShareClassAxis__custom--C000206641Member_z0Bm0a897Evb">WorsT QUARTER</td> </tr> <tr> <td style="border-bottom: #000000 1pt solid; vertical-align: bottom; width: 50%"><span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_901_err--BarChartHighestQuarterlyReturnDate_ddxL_c20240501__20240501__dei--LegalEntityAxis__custom--S000063763Member__rr--ProspectusShareClassAxis__custom--C000206641Member_zj8A8coM80z8" title="::XDX::2020-06-30">Jun-20</td> <td style="border-bottom: #000000 1pt solid; vertical-align: bottom; width: 50%"><span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_901_err--BarChartLowestQuarterlyReturnDate_ddxL_c20240501__20240501__dei--LegalEntityAxis__custom--S000063763Member__rr--ProspectusShareClassAxis__custom--C000206641Member_zODl88SZoiBl" title="::XDX::2020-03-31">Mar-20</td> </tr> <tr style="background-color: Gainsboro"> <td style="border-top: #000000 1pt solid; vertical-align: bottom; width: 50%"><span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_900_err--BarChartHighestQuarterlyReturn_pid_dp_uRatio_c20240501__20240501__dei--LegalEntityAxis__custom--S000063763Member__rr--ProspectusShareClassAxis__custom--C000206641Member_zGu4tJS4bQsg">20.54%</td> <td style="border-top: #000000 1pt solid; vertical-align: bottom; width: 50%"><span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_907_err--BarChartLowestQuarterlyReturn_pid_dp_uRatio_c20240501__20240501__dei--LegalEntityAxis__custom--S000063763Member__rr--ProspectusShareClassAxis__custom--C000206641Member_zsKYJPhZhiWc">-24.00%</td> </tr> </table> BEST QUARTER WorsT QUARTER 0.2054 -0.2400 Average Annual Total Returns (for periods ending on December 31, 2023) 0.1530 0.0828 0.1039 0.1504 0.0805 0.1015 0.0922 0.0640 0.0819 0.1593 0.0889 0.1098 0.2629 0.1000 0.1277 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. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. US Large / Mid Cap Core Enhanced ETF INVESTMENT OBJECTIVE The Fund seeks to provide investment results that track the performance of Victory US Large/Mid Cap Long/Cash Volatility Weighted BRI Index before fees and expenses. FEES AND EXPENSES OF THE FUND This table describes the fees and expenses that you may pay if you buy and hold shares (“Shares”) of the Fund. Investors may incur usual or customary brokerage commissions and other charges on their purchases and sales of Shares of the Fund in the secondary market, which are not reflected in the table or the example below. SHAREHOLDER FEES (fees paid directly from your investment) 0 ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment) 0.0052 0.0004 0.0056 Total Annual Operating Expenses don’t agree to the Financial highlights due to acquired fund fees and expenses. EXAMPLE: <p id="xdx_A8F_err--ExpenseExampleNarrativeTextBlock_zb3aZuQcIevl" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes that (1) you invest $10,000 in the Fund for the time periods indicated and then sell or continue to hold all of your shares at the end of the period, (2) your investment has a 5% return each year, and (3) the Fund’s operating expenses remain the same. This Example does not take into account the brokerage commissions that you may pay on your purchases and sales of Shares. Although your actual costs may be higher or lower, based upon these assumptions, your costs would be: 57 178 311 697 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 will generally indicate higher transaction costs resulting in higher taxes when Shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund’s performance. During the Fund’s most recent fiscal year, the Fund’s portfolio turnover rate was <span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_908_err--PortfolioTurnoverRate_pid_dp_uRatio_c20240501__20240501__dei--LegalEntityAxis__custom--S000072550Member_z5rd92bAB2w6">302% of the average value of its portfolio. 3.02 PRINCIPAL INVESTMENT STRATEGIES The Fund seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of its net assets directly or indirectly in the securities included in the Victory US Large/Mid Cap Long/Cash Volatility Weighted BRI Index (the “Index” or the “Underlying Index”), an unmanaged, volatility weighted index created by the Sub-Advisor (the “Index Provider”). The Index Provider is not affiliated with the Fund or the Advisor. The Index Provider combines fundamental criteria with individual security risk control achieved through volatility weighting of individual securities. In accordance with a rules-based formula, the Index tactically reduces its exposure to the equity markets during periods of significant market decline and reallocates to stocks when market prices have either further declined or rebounded. The term “Long/Cash” in the Fund’s name refers to a feature of the Index that is designed to enhance risk-adjusted returns while attempting to minimize downside market risk through defensive positioning, as described below. The Index utilizes the following rules-based methodology to construct its constituent securities: <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> The Index universe begins with all publicly traded U.S. stocks and then screens for all companies with positive earnings across the last twelve months. </td> </tr> </table> <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> The Index identifies the 500 largest U.S. stocks by market capitalization measured at the time the Index’s constituent securities are determined. </td> </tr> </table> <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> The 500 stocks are weighted based on their daily standard deviation (volatility) of daily price changes over the last 180 trading days. Stocks with lower volatility receive a higher weighting and stocks with higher volatility receive a lower weighting. </td> </tr> </table> <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> The Fund’s Advisor provides the Sub-Advisor with the list of Excluded Securities that do not satisfy the Advisor’s proprietary BRI filtering criteria. The Index Provider then removes the Excluded Securities from the Index. </td> </tr> </table> The Index is reconstituted every April and October (based on information as of the prior month-end) and is adjusted to limit exposure to any particular sector to 25%. As of March 31, 2024, the Index had a market capitalization range from $679.9 million to $2.2 trillion. The Index follows a mathematical index construction process designed to limit risk during periods of significant (non-normal) market decline by reducing its exposure to the equity market by allocating a portion of the Index to cash or cash equivalents. The market decline is measured at month-end by reference to the Victory US Large Cap/Mid Cap Volatility Weighted BRI Index (“Reference Index”), which is composed of similar securities as the Index but without any allocation to cash or cash equivalents. A “significant market decline” means a decline of 10% or more from the Reference Index’s all-time daily high closing value compared to its most recent month-end closing value, during which, the Index’s exposure to the equity market may be as low as 25% depending on the magnitude and duration of such decline. During a period of significant market decline that is 10% or more but less than 20% (the “initial trigger point”), the Index will allocate 75% of the stocks included in the Index to cash or cash equivalents, with the remaining 25% consisting of stocks included in the Reference Index. The Index will reallocate all or a portion of its cash or cash equivalents to stocks when the Reference Index reaches certain additional trigger points, measured at a subsequent month-end, as follows: <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> The Index will return to being 100% allocated to stocks if the subsequent month-end closing value of the stocks in the Reference Index returns to a level that is less than the initial trigger point. </td> </tr> </table> <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> If the Reference Index declines by 20% or more but less than 30% from its all-time daily high closing value as measured at a subsequent month-end, the Index will reallocate an additional 25% to the stocks in the Reference Index at their current securities weightings and the Index will then be 50% allocated to stocks included in the Reference Index. </td> </tr> </table> <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> If the Reference Index declines by 30% or more but less than 40% from its all-time daily high closing value as measured at a subsequent month-end, the Index will reallocate another 25% to the stocks of the Reference Index at their current securities weighting and the Index will then be 75% allocated to stocks included in the Reference Index. </td> </tr> </table> <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> If the Reference Index declines by 40% or more from its all-time daily high closing value as measured at a subsequent month-end, the Index will reallocate the remaining 25% to the stocks in the Reference Index at their current securities weighting. At this point, the Index will be 100% allocated to stocks included in the Reference Index. </td> </tr> </table> The Index will make any prescribed allocations to cash in accordance with the mathematical formula only at month end. In the event that it does, the Fund will experience higher portfolio turnover and incur additional transaction costs. During any periods of significant market decline, when the Index’s exposure to the market is less than 100%, the Fund will invest the cash portion dictated by the Index in 30-day U.S. Treasury bills or in money market mutual funds that primarily invest in short-term U.S. Treasury obligations. While the Fund generally seeks to track the returns of the Index before fees and expenses by employing a replication strategy that seeks to hold all the stocks in the Index, at times the Fund may pursue its investment objective by investing in the Index securities indirectly by investing all or a portion of its assets in another investment company advised by the Advisor, including an exchange-traded fund (“ETF”), that seeks to track the Index or the Reference Index. The Fund will not knowingly invest in Excluded Securities. Excluded Securities are securities issued by any company that is involved in the production or wholesale distribution of alcohol, tobacco, or gambling equipment, gambling enterprises, or which is involved, either directly or indirectly, in abortion or pornography, or promoting anti-family entertainment or non-biblical lifestyles. The Fund also reserves the right to exclude investments, in its best judgment, in other companies whose practices may not fall within the exclusions described above, but can be found offensive to basic, traditional Judeo-Christian values. In the event a company is subsequently discovered to be engaged in a prohibited practice, it will be liquidated at the next re-balancing. PRINCIPAL RISKS OF INVESTING IN THE FUND <p id="xdx_A88_err--RiskTextBlock_hrr--RiskAxis__custom--FixedIncomeRiskMember_zNaKMUejLvw8" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Fixed Income Risk. The value of the Fund’s direct or indirect investments in fixed income securities changes in response to various factors, including, for example, market-related factors (such as changes in interest rates or changes in the risk appetite of investors generally) and changes in the actual or perceived ability of the issuer (or of issuers generally) to meet its (or their) obligations. <p id="xdx_A88_err--RiskTextBlock_hrr--RiskAxis__custom--LargeCapitalizationStockRiskMember_zFypBtwr9K3i" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Large-Capitalization Stock Risk. The securities of large-sized companies may underperform the securities of smaller-sized companies or the market as a whole. The growth rate of larger, more established companies may lag those of smaller companies, especially during periods of economic expansion. <p id="xdx_A8D_err--RiskTextBlock_hrr--RiskAxis__custom--MidCapitalizationStockRiskMember_zsMzlo2R9zAc" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Mid-Capitalization Stock Risk. Mid-sized companies may be subject to a number of risks not associated with larger, more established companies, potentially making their stock prices more volatile and increasing the risk of loss. <p id="xdx_A89_err--RiskTextBlock_hrr--RiskAxis__custom--ExcludedSecurityRiskMember_zj7CPpCgC9Bf" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Excluded Security Risk. Because the Index omits Excluded Securities, the Fund may be riskier than other funds that invest in a broader array of securities. BRI may not be successful. Because the Index is reconstituted only at prescribed times during the year, the Fund may temporarily hold securities that do not comply with the BRI filtering criteria if the application of the criteria or the nature of a company’s business changes in between these dates. <p id="xdx_A88_err--RiskTextBlock_hrr--RiskAxis__custom--IndexRiskMember_zP382POXpsle" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Index Risk. There is no guarantee that the Fund’s investment results will have a high degree of correlation to those of the Underlying Index or that the Fund will achieve its investment objective. Market disruptions and regulatory restrictions could have an adverse effect on the Fund’s ability to adjust its exposure to the required levels in order to track the Underlying Index. Errors in index data, index computations or the construction of the Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the Index Provider for a period of time or at all, which may have an adverse impact on the Fund and its shareholders. Unusual market conditions may cause the Index Provider to postpone a scheduled rebalance, which could cause the Underlying Index to vary from its normal or expected composition. <p id="xdx_A89_err--RiskTextBlock_hrr--RiskAxis__custom--EquitySecuritiesRiskMember_zPrGTa48h0Nj" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Equity Securities Risk. The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions in the United States or abroad. A company’s earnings or dividends may not increase as expected (or may decline) because of poor management, competitive pressures, reliance on particular suppliers or geographical regions, labor problems or shortages, corporate restructurings, fraudulent disclosures, man-made or natural disasters, military confrontations or wars, terrorism, public health crises, or other events, conditions and factors. Price changes may be temporary or last for extended periods. <p id="xdx_A85_err--RiskTextBlock_hrr--RiskAxis__custom--StockMarketRiskMember_zwdIW7g3hTWd" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Stock Market Risk. Overall stock market risks may affect the value of the Fund. Domestic and International factors such as political events, war, trade disputes, interest rate levels and other fiscal and monetary policy changes, pandemics and other public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires and floods, may add to instability in world economies and markets generally. The impact of these and other factors may be short-term or may last for extended periods. <p id="xdx_A87_err--RiskTextBlock_hrr--RiskAxis__custom--PortfolioTurnoverRiskMember_zAXKnQWBhYX7" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Portfolio Turnover Risk. Higher portfolio turnover ratios resulting from additional purchases and sales of portfolio securities will generally result in higher transaction costs and Fund expenses and may result in more significant distributions of short-term capital gains to investors, which are taxed as ordinary income. <p id="xdx_A8F_err--RiskTextBlock_hrr--RiskAxis__custom--InvestmentCompanyRiskMember_zIDm76wRrjn9" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Investment Company Risk. An investment company or similar vehicle (including an ETF) in which the Fund invests may not achieve its investment objective. Underlying investment vehicles are subject to investment Advisory and other expenses, which will be indirectly paid by the Fund. Lack of liquidity in an ETF could result in an ETF being more volatile than the underlying portfolio of securities. <p id="xdx_A8D_err--RiskTextBlock_hrr--RiskAxis__custom--IndexDefensivePositioningRiskMember_zvrp6RTp1cL2" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Index/Defensive Positioning Risk. Because the Index’s allocation to cash versus securities is determined at month-end, there is a risk that the Index, and thus the Fund, will not react to changes in market conditions that occur between reallocations, or will react to a short-term market swing that occurs at month end. The Fund will incur transaction costs and potentially adverse tax consequences in the event the Index allocates to cash. There is no guarantee that the Index’s prescribed defensive strategy, if employed, will be successful in minimizing downside market risk. <p id="xdx_A8D_err--RiskTextBlock_hrr--RiskAxis__custom--PassiveInvestmentRiskMember_zLDvaTPwT7z5" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Passive Investment Risk. The Fund is not actively managed, and the Sub-Advisor does not take defensive positions under any market conditions, including declining markets. <p id="xdx_A87_err--RiskTextBlock_hrr--RiskAxis__custom--CalculationMethodologyRiskMember_zB1s2bBtqgD6" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Calculation Methodology Risk. The Index relies on various sources of information to assess the criteria of issuers included in the Index, including information that may be based on assumptions and estimates. Neither the Fund, the Index Provider, nor the Advisor can offer assurances that the Index’s calculation methodology or sources of information will provide an accurate assessment of included issuers or correct valuation of securities, nor can they guarantee the availability or timeliness of the production of an Index. <p id="xdx_A8F_err--RiskTextBlock_hrr--RiskAxis__custom--TrackingErrorRiskMember_zSol86I0RvVc" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Tracking Error Risk. The Fund may be subject to tracking error, which is the divergence of the Fund’s performance from its index. Tracking error may occur because of, among other reasons, differences between the securities and other instruments held in the Fund’s portfolio and those included in the Index. This risk may be heightened during times of increased market volatility or other unusual market conditions. Tracking error also may result because the Fund incurs fees and expenses, while the Index does not. <p id="xdx_A88_err--RiskTextBlock_hrr--RiskAxis__custom--ExchangeTradedFundETFStructureRiskMember_zQMzpp5U0m44" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Exchange-Traded Fund (“ETF”) Structure Risk. The Fund is structured as an exchange-traded fund (“ETF”) and, as a result, is subject to special risks, including: <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> Not Individually Redeemable. The Fund’s shares are not individually redeemable and may be redeemed by the Fund at its net asset value per share (“NAV”) only in large blocks known as Creation Units. The Fund may incur brokerage costs purchasing enough shares to constitute a Creation Unit. Alternatively, the Fund may redeem your shares by selling them on the secondary market at prevailing market prices. </td> </tr> </table> <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> Trading Issues. Trading in shares on the Exchange may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in shares inadvisable, such as extraordinary market volatility. There can be no assurance that shares will continue to meet the listing requirements of the Exchange. There is no guarantee that an active secondary market will develop for the shares. In stressed market conditions, authorized participants may be </td> </tr> </table> unwilling to participate in the creation/redemption process, particularly if the market for shares becomes less liquid in response to deteriorating liquidity in the markets for the Fund’s underlying portfolio holdings, which may lead to widening of bid-ask spreads and differences between the market price of the shares and the underlying value of those shares. <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> Market Price Variance Risk. The market prices of shares will fluctuate in response to changes in NAV and supply and demand for shares and will include a bid-ask spread charged by the exchange specialists, market makers, or other participants that trade the particular security. There may be times when the market price and the NAV vary significantly, particularly in times of market stress. This means that shares may trade at a premium or discount to NAV and bid-ask spreads may widen. </td> </tr> </table> <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> Authorized Participants Concentration Risk. A limited number of financial institutions may be responsible for all or a significant portion of the creation and redemption activity for the Fund. If these firms exit the business or are unable or unwilling to process creation and/or redemption orders, shares may trade at a premium or discount to NAV and bid-ask spreads may widen. </td> </tr> </table> <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> Tax-Efficiency Risk. Redemptions of shares may be effected for cash, rather than in kind, which means that the Fund may need to sell portfolio securities in order to complete an in-cash redemption, and may recognize net gains on these sales. As a result, investments in the shares may be less tax-efficient than investments in ETFs that redeem solely or principally in kind, and the Fund may pay out higher annual capital gain distributions than if the in-kind redemption process was used. </td> </tr> </table> <p id="xdx_A87_err--RiskTextBlock_hrr--RiskAxis__custom--ValuationRiskMember_zSucx9ko69Qj" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Valuation Risk. The sale price the Fund could receive for a security may differ from the Fund’s valuation of the security and may differ from the value used by the Index, particularly for securities that trade in low volume or volatile markets or that are valued using a fair value methodology. The Fund relies on various sources to calculate its NAV. The information may be provided by third parties that are believed to be reliable, but the information may not be accurate due to errors by such pricing sources, technological issues, or otherwise. <p id="xdx_A84_err--RiskTextBlock_hrr--RiskAxis__custom--LargeShareholderRiskMember_zbC6FPUtxalk" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Large Shareholder Risk. Certain large shareholders, including other funds advised by the Advisor, may from time to time own a substantial amount of the Fund’s shares. The actions by one shareholder or multiple shareholders may have an impact on the Fund and, therefore, indirectly on other shareholders. Shareholder purchase and redemption activity may affect the per share amount of the Fund’s distributions of its net investment income and net realized capital gains, if any, thereby affecting the tax burden on the Fund’s shareholders subject to federal income tax. To the extent a larger shareholder (including, for example, an affiliated fund that operates as a fund-of-funds) is permitted to invest in the Fund, the Fund may experience large inflows or outflows of cash from time to time. This activity could magnify these adverse effects on the Fund. You may lose money by investing in the Fund. There is no guarantee that the Fund will achieve its objective. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. By itself, the Fund does not constitute a complete investment plan and should be considered a long-term investment for investors who can afford to weather changes in the value of their investment. You may lose money by investing in the Fund. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. PAST PERFORMANCE <span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_90A_err--PerformanceInformationIllustratesVariabilityOfReturns_c20240501__20240501__dei--LegalEntityAxis__custom--S000072550Member_zdOefgamluG4">The following bar chart and table provide some indication of the risks of investing in the Fund by showing the variability of the Fund’s performance from year to year and by comparing the Fund’s performance to a broad based index index and to the Underlying Index. <span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_90B_err--PerformancePastDoesNotIndicateFuture_c20240501__20240501__dei--LegalEntityAxis__custom--S000072550Member_zHka8KQljS28">The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Performance data for the Fund may be available online at <span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_907_err--PerformanceAvailabilityWebSiteAddress_c20240501__20240501__dei--LegalEntityAxis__custom--S000072550Member_ziDBAvuTBWse">etf.timothyplan.com or by calling <span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_903_err--PerformanceAvailabilityPhone_c20240501__20240501__dei--LegalEntityAxis__custom--S000072550Member_zo1wSCYibh82">(800) 846-7526. The following bar chart and table provide some indication of the risks of investing in the Fund by showing the variability of the Fund’s performance from year to year and by comparing the Fund’s performance to a broad based index index and to the Underlying Index. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. etf.timothyplan.com (800) 846-7526 Year-by-year Annual Total Returns (for calendar years ending on December 31) -0.1158 -0.0240 <div id="xdx_A8A_err--BarChartClosingTextBlock_zzRAJt2wfEC"></div> <table cellpadding="2" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr> <td style="vertical-align: bottom; width: 50%"><span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_903_err--HighestQuarterlyReturnLabel_c20240501__20240501__dei--LegalEntityAxis__custom--S000072550Member__rr--ProspectusShareClassAxis__custom--C000228883Member_zhYgohhyJN3g">BEST QUARTER</td> <td style="vertical-align: bottom; width: 50%"><span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_900_err--LowestQuarterlyReturnLabel_c20240501__20240501__dei--LegalEntityAxis__custom--S000072550Member__rr--ProspectusShareClassAxis__custom--C000228883Member_zz4rcWm9BfYh">WorsT QUARTER</td> </tr> <tr> <td style="border-bottom: #000000 1pt solid; vertical-align: bottom; width: 50%"><span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_90B_err--BarChartHighestQuarterlyReturnDate_ddxL_c20240501__20240501__dei--LegalEntityAxis__custom--S000072550Member__rr--ProspectusShareClassAxis__custom--C000228883Member_z1g8PBquTYz2" title="::XDX::2023-12-31">Dec-23</td> <td style="border-bottom: #000000 1pt solid; vertical-align: bottom; width: 50%"><span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_908_err--BarChartLowestQuarterlyReturnDate_ddxL_c20240501__20240501__dei--LegalEntityAxis__custom--S000072550Member__rr--ProspectusShareClassAxis__custom--C000228883Member_zh2vRKGMpjpg" title="::XDX::2022-06-30">Jun-22</td> </tr> <tr style="background-color: Gainsboro"> <td style="border-top: #000000 1pt solid; vertical-align: bottom; width: 50%"><span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_90A_err--BarChartHighestQuarterlyReturn_pid_dp_uRatio_c20240501__20240501__dei--LegalEntityAxis__custom--S000072550Member__rr--ProspectusShareClassAxis__custom--C000228883Member_zQR56T5SXYyf">4.10%</td> <td style="border-top: #000000 1pt solid; vertical-align: bottom; width: 50%"><span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_90A_err--BarChartLowestQuarterlyReturn_pid_dp_uRatio_c20240501__20240501__dei--LegalEntityAxis__custom--S000072550Member__rr--ProspectusShareClassAxis__custom--C000228883Member_zYibd3TYzWib">-7.84%</td> </tr> </table> BEST QUARTER WorsT QUARTER 0.0410 -0.0784 Average Annual Total Returns (for periods ending on December 31, 2023) -0.0240 -0.0246 -0.0282 -0.0280 -0.0122 -0.0191 -0.0273 -0.0253 0.2629 0.0505 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. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. High Dividend Stock ETF INVESTMENT OBJECTIVE The Fund seeks to provide investment results that track the performance of the Victory US Large Cap High Dividend Volatility Weighted BRI Index before fees and expenses. FEES AND EXPENSES OF THE FUND This table describes the fees and expenses that you may pay if you buy and hold shares (“Shares”) of the Fund. Investors may incur usual or customary brokerage commissions and other charges on their purchases and sales of Shares of the Fund in the secondary market, which are not reflected in the table or the example below. SHAREHOLDER FEES (fees paid directly from your investment) 0 ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment) 0.0052 0.0052 EXAMPLE: <p id="xdx_A8C_err--ExpenseExampleNarrativeTextBlock_zZEKAzpCUzgk" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes that (1) you invest $10,000 in the Fund for the time periods indicated and then sell or continue to hold all of your shares at the end of the period, (2) your investment has a 5% return each year, and (3) the Fund’s operating expenses remain the same. This Example does not take into account the brokerage commissions that you may pay on your purchases and sales of Shares. Although your actual costs may be higher or lower, based upon these assumptions, your costs would be: 53 167 291 653 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 will generally indicate higher transaction costs resulting in higher taxes when Shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund’s performance. During the Fund’s most recent fiscal period, the Fund’s portfolio turnover rate was <span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_90C_err--PortfolioTurnoverRate_pid_dp_uRatio_c20240501__20240501__dei--LegalEntityAxis__custom--S000063766Member_zM2lqltAXKR6">41% of the average value of its portfolio. 0.41 PRINCIPAL INVESTMENT STRATEGIES The Fund seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of its net assets directly or indirectly in the securities included in the Victory US Large Cap High Dividend Volatility Weighted BRI Index (the “Index” or the “Underlying Index”), an unmanaged, volatility weighted index created by the Sub-Advisor (the “Index Provider”). The Index Provider is not affiliated with the Fund or the Advisor. The Index Provider combines fundamental criteria with individual security risk control achieved through volatility weighting of individual securities, rather than traditional market-cap weighting. Such a methodology is sometimes referred to as “Smart Beta.” The Index follows a proprietary rules-based methodology, developed by the Fund’s Sub-Advisor, to construct its constituent securities. The Index is comprised of the largest 100 dividend yielding stocks among the largest U.S. companies by market capitalization from the Victory US Large/Mid Cap Volatility Weighted BRI Index (“Parent Index”). The Parent Index universe begins with the stocks included in the Nasdaq Victory US Large Cap 500 Volatility Weighted Index, a volatility weighted index comprised of the 500 largest U.S. companies by market capitalization with positive earnings over the last twelve months. The Fund’s Advisor provides the Sub-Advisor with the list of Excluded Securities that do not satisfy the Advisor’s proprietary BRI filtering criteria. The Index Provider then removes the Excluded Securities from the Index. The 100 highest dividend yielding stocks become the stocks included in the Index and are weighted based on their daily standard deviation (volatility) of daily price changes over the last 180 trading days. Stocks with lower volatility receive a higher weighting and stocks with higher volatility receive a lower weighting. The Index is reconstituted every April and October (based on information as of the prior month-end) and is adjusted to limit exposure to any particular sector to 25%. As of March 31, 2024, the Index had a market capitalization range from $679.9 million to $613.7 billion. The Fund will not knowingly invest in Excluded Securities. Excluded Securities are securities issued by any company that is involved in the production or wholesale distribution of alcohol, tobacco, or gambling equipment, gambling enterprises, or which is involved, either directly or indirectly, in abortion or pornography, or promoting anti-family entertainment or non-biblical lifestyles. The Fund also reserves the right to exclude investments, in its best judgment, in other companies whose practices may not fall within the exclusions described above, but can be found offensive to basic, traditional Judeo-Christian values. In the event a company is subsequently discovered to be engaged in a prohibited practice, it will be liquidated at the next re-balancing. The Fund generally seeks to track the returns of the Index before fees and expenses by employing a replication strategy that seeks to hold all of the stocks in the Index, in approximately the percentages represented by the securities in the index. PRINCIPAL RISKS OF INVESTING IN THE FUND <p id="xdx_A86_err--RiskTextBlock_hrr--RiskAxis__custom--LargeCapitalizationStockRiskMember_zCOhcFUEWnA7" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Large-Capitalization Stock Risk. The securities of large-sized companies may underperform the securities of smaller-sized companies or the market as a whole. The growth rate of larger, more established companies may lag those of smaller companies, especially during periods of economic expansion. <p id="xdx_A86_err--RiskTextBlock_hrr--RiskAxis__custom--MidCapitalizationStockRiskMember_zQ1JbDXimvV" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Mid-Capitalization Stock Risk. Mid-sized companies may be subject to a number of risks not associated with larger, more established companies, potentially making their stock prices more volatile and increasing the risk of loss. <p id="xdx_A85_err--RiskTextBlock_hrr--RiskAxis__custom--ExcludedSecurityRiskMember_zW9lMAY6UGFk" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Excluded Security Risk. Because the Index omits Excluded Securities, the Fund may be riskier than other funds that invest in a broader array of securities. BRI may not be successful. Because the Index is reconstituted only at prescribed times during the year, the Fund may temporarily hold securities that do not comply with the BRI filtering criteria if the application of the criteria or the nature of a company’s business changes in between these dates. <p id="xdx_A81_err--RiskTextBlock_hrr--RiskAxis__custom--IndexRiskMember_zqbxxjR65C8g" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Index Risk. There is no guarantee that the Fund’s investment results will have a high degree of correlation to those of the Underlying Index or that the Fund will achieve its investment objective. Market disruptions and regulatory restrictions could have an adverse effect on the Fund’s ability to adjust its exposure to the required levels in order to track the Underlying Index. Errors in index data, index computations or the construction of the Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the Index Provider for a period of time or at all, which may have an adverse impact on the Fund and its shareholders. Unusual market conditions may cause the Index Provider to postpone a scheduled rebalance, which could cause the Underlying Index to vary from its normal or expected composition. <p id="xdx_A88_err--RiskTextBlock_hrr--RiskAxis__custom--EquitySecuritiesRiskMember_zRStX7NrvQK6" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Equity Securities Risk. The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions in the United States or abroad. A company’s earnings or dividends may not increase as expected (or may decline) because of poor management, competitive pressures, reliance on particular suppliers or geographical regions, labor problems or shortages, corporate restructurings, fraudulent disclosures, man-made or natural disasters, military confrontations or wars, terrorism, public health crises, or other events, conditions and factors. Price changes may be temporary or last for extended periods. <p id="xdx_A83_err--RiskTextBlock_hrr--RiskAxis__custom--StockMarketRiskMember_zsxRFFGEpOt2" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Stock Market Risk. Overall stock market risks may affect the value of the Fund. Domestic and International factors such as political events, war, trade disputes, interest rate levels and other fiscal and monetary policy changes, pandemics and other public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires and floods, may add to instability in world economies and markets generally. The impact of these and other factors may be short-term or may last for extended periods. <p id="xdx_A8E_err--RiskTextBlock_hrr--RiskAxis__custom--InvestmentStrategyRiskMember_z0ZiGlHhI6V8" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Investment Strategy Risk. The Fund’s dividend strategy may not be successful. Dividend paying stocks may fall out of favor relative to the overall market. In addition, the Index may not successfully identify companies that meet its objectives. <p id="xdx_A89_err--RiskTextBlock_hrr--RiskAxis__custom--PassiveInvestmentRiskMember_z2RYlrtXZDzd" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Passive Investment Risk. The Fund is not actively managed, and the Sub-Advisor does not take defensive positions under any market conditions, including declining markets. <p id="xdx_A8F_err--RiskTextBlock_hrr--RiskAxis__custom--CalculationMethodologyRiskMember_z0KXXviJRfz5" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Calculation Methodology Risk. The Index relies on various sources of information to assess the criteria of issuers included in the Index, including information that may be based on assumptions and estimates. Neither the Fund, the Index Provider, nor the Advisor can offer assurances that the Index’s calculation methodology or sources of information will provide an accurate assessment of included issuers or correct valuation of securities, nor can they guarantee the availability or timeliness of the production of an Index. <p id="xdx_A8E_err--RiskTextBlock_hrr--RiskAxis__custom--TrackingErrorRiskMember_zUBZS5ydxhA1" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Tracking Error Risk. The Fund may be subject to tracking error, which is the divergence of the Fund’s performance from its index. Tracking error may occur because of, among other reasons, differences between the securities and other instruments held in the Fund’s portfolio and those included in the Index. This risk may be heightened during times of increased market volatility or other unusual market conditions. Tracking error also may result because the Fund incurs fees and expenses, while the Index does not. <p id="xdx_A8E_err--RiskTextBlock_hrr--RiskAxis__custom--ExchangeTradedFundETFStructureRiskMember_zGw4w96Fglt9" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Exchange-Traded Fund (“ETF”) Structure Risk. The Fund is structured as an exchange-traded fund (“ETF”) and, as a result, is subject to special risks, including: <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> Not Individually Redeemable. The Fund’s shares are not individually redeemable and may be redeemed by the Fund at its net asset value per share (“NAV”) only in large blocks known as Creation Units. The Fund may incur brokerage costs purchasing enough shares to constitute a Creation Unit. Alternatively, the Fund may redeem your shares by selling them on the secondary market at prevailing market prices. </td> </tr> </table> <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> Trading Issues. Trading in shares on the Exchange may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in shares inadvisable, such as extraordinary market volatility. There can be no assurance that shares will continue to meet the listing requirements of the Exchange. There is no guarantee that an </td> </tr> </table> active secondary market will develop for the shares. In stressed market conditions, authorized participants may be unwilling to participate in the creation/redemption process, particularly if the market for shares becomes less liquid in response to deteriorating liquidity in the markets for the Fund’s underlying portfolio holdings, which may lead to widening of bid-ask spreads and differences between the market price of the shares and the underlying value of those shares. <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> Market Price Variance Risk. The market prices of shares will fluctuate in response to changes in NAV and supply and demand for shares and will include a bid-ask spread charged by the exchange specialists, market makers, or other participants that trade the particular security. There may be times when the market price and the NAV vary significantly, particularly in times of market stress. This means that shares may trade at a premium or discount to NAV and bid-ask spreads may widen. </td> </tr> </table> <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> Authorized Participants Concentration Risk. A limited number of financial institutions may be responsible for all or a significant portion of the creation and redemption activity for the Fund. If these firms exit the business or are unable or unwilling to process creation and/or redemption orders, shares may trade at a premium or discount to NAV and bid-ask spreads may widen. </td> </tr> </table> <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> Tax-Efficiency Risk. Redemptions of shares may be effected for cash, rather than in kind, which means that the Fund may need to sell portfolio securities in order to complete an in-cash redemption, and may recognize net gains on these sales. As a result, investments in the shares may be less tax-efficient than investments in ETFs that redeem solely or principally in kind, and the Fund may pay out higher annual capital gain distributions than if the in-kind redemption process was used. </td> </tr> </table> <p id="xdx_A83_err--RiskTextBlock_hrr--RiskAxis__custom--ValuationRiskMember_z2OpEXv4TgD7" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Valuation Risk. The sale price the Fund could receive for a security may differ from the Fund’s valuation of the security and may differ from the value used by the Index, particularly for securities that trade in low volume or volatile markets or that are valued using a fair value methodology. The Fund relies on various sources to calculate its NAV. The information may be provided by third parties that are believed to be reliable, but the information may not be accurate due to errors by such pricing sources, technological issues, or otherwise. <p id="xdx_A86_err--RiskTextBlock_hrr--RiskAxis__custom--LargeShareholderRiskMember_zzCjS4WqiMFk" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Large Shareholder Risk. Certain large shareholders, including other funds advised by the Advisor, may from time to time own a substantial amount of the Fund’s shares. The actions by one shareholder or multiple shareholders may have an impact on the Fund and, therefore, indirectly on other shareholders. Shareholder purchase and redemption activity may affect the per share amount of the Fund’s distributions of its net investment income and net realized capital gains, if any, thereby affecting the tax burden on the Fund’s shareholders subject to federal income tax. To the extent a larger shareholder (including, for example, an affiliated fund that operates as a fund-of-funds) is permitted to invest in the Fund, the Fund may experience large inflows or outflows of cash from time to time. This activity could magnify these adverse effects on the Fund. You may lose money by investing in the Fund. There is no guarantee that the Fund will achieve its objective. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. By itself, the Fund does not constitute a complete investment plan and should be considered a long-term investment for investors who can afford to weather changes in the value of their investment. You may lose money by investing in the Fund. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. PAST PERFORMANCE <span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_901_err--PerformanceInformationIllustratesVariabilityOfReturns_c20240501__20240501__dei--LegalEntityAxis__custom--S000063766Member_z68f3JJm4HDg">The following bar chart and table provide some indication of the risks of investing in the Fund by showing the variability of the Fund’s performance from year to year and by comparing the Fund’s performance to a broad based index index and to the Underlying Index. <span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_900_err--PerformancePastDoesNotIndicateFuture_c20240501__20240501__dei--LegalEntityAxis__custom--S000063766Member_zW4K8yvTP6s3">The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Performance data for the Fund may be available online at <span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_90B_err--PerformanceAvailabilityWebSiteAddress_c20240501__20240501__dei--LegalEntityAxis__custom--S000063766Member_z4CiCh3vzZxd">etf.timothyplan.com or by calling <span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_907_err--PerformanceAvailabilityPhone_c20240501__20240501__dei--LegalEntityAxis__custom--S000063766Member_zkDZTCds9TL5">(800) 846-7526. The following bar chart and table provide some indication of the risks of investing in the Fund by showing the variability of the Fund’s performance from year to year and by comparing the Fund’s performance to a broad based index index and to the Underlying Index. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. etf.timothyplan.com (800) 846-7526 Year-by-year Annual Total Returns (for calendar years ending on December 31) -0.0117 0.2810 -0.0188 0.0903 <div id="xdx_A89_err--BarChartClosingTextBlock_zVhsu2MC2tkb"></div> <table cellpadding="3" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr> <td style="vertical-align: bottom; width: 50%"><span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_909_err--HighestQuarterlyReturnLabel_c20240501__20240501__dei--LegalEntityAxis__custom--S000063766Member__rr--ProspectusShareClassAxis__custom--C000206644Member_zq8YC6XvgCh8">BEST QUARTER</td> <td style="vertical-align: bottom; width: 50%"><span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_906_err--LowestQuarterlyReturnLabel_c20240501__20240501__dei--LegalEntityAxis__custom--S000063766Member__rr--ProspectusShareClassAxis__custom--C000206644Member_zTtiEvFWTpl2">WorsT QUARTER</td> </tr> <tr> <td style="border-bottom: #000000 1pt solid; vertical-align: bottom; width: 50%"><span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_903_err--BarChartHighestQuarterlyReturnDate_ddxL_c20240501__20240501__dei--LegalEntityAxis__custom--S000063766Member__rr--ProspectusShareClassAxis__custom--C000206644Member_zYd9FPK69xy7" title="::XDX::2020-06-30">Jun-20</td> <td style="border-bottom: #000000 1pt solid; vertical-align: bottom; width: 50%"><span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_900_err--BarChartLowestQuarterlyReturnDate_pid_dxL_uRatio_c20240501__20240501__dei--LegalEntityAxis__custom--S000063766Member__rr--ProspectusShareClassAxis__custom--C000206644Member_zGt3tkqsDCjc" title="::XDX::2020-03-31">Mar-20</td> </tr> <tr style="background-color: Gainsboro"> <td style="border-top: #000000 1pt solid; vertical-align: bottom; width: 50%"><span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_906_err--BarChartHighestQuarterlyReturn_pid_dp_uRatio_c20240501__20240501__dei--LegalEntityAxis__custom--S000063766Member__rr--ProspectusShareClassAxis__custom--C000206644Member_zljdq443a5x">16.02%</td> <td style="border-top: #000000 1pt solid; vertical-align: bottom; width: 50%"><span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_90A_err--BarChartLowestQuarterlyReturn_pid_dp_uRatio_c20240501__20240501__dei--LegalEntityAxis__custom--S000063766Member__rr--ProspectusShareClassAxis__custom--C000206644Member_zV2twDHBgJ6d">-28.98%</td> </tr> </table> BEST QUARTER WorsT QUARTER 0.1602 -0.2898 Average Annual Total Returns (for periods ending on December 31, 2023) 0.0903 0.1108 0.0870 0.0843 0.1049 0.0808 0.0572 0.0859 0.0675 0.0956 0.1170 0.0927 0.1146 0.0886 0.0836 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. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. High Dividend Stock Enhanced ETF INVESTMENT OBJECTIVE The Fund seeks to provide investment results that track the performance of the Victory US Large Cap High Dividend Long/Cash Volatility Weighted BRI Index (the “Index”) before fees and expenses. FEES AND EXPENSES OF THE FUND This table describes the fees and expenses that you may pay if you buy and hold shares (“Shares”) of the Fund. Investors may incur usual or customary brokerage commissions and other charges on their purchases and sales of Shares of the Fund in the secondary market, which are not reflected in the table or the example below. SHAREHOLDER FEES (fees paid directly from your investment) 0 ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment) 0.0052 0.0003 0.0055 Total Annual Operating Expenses don’t agree to the Financial highlights due to acquired fund fees and expenses. EXAMPLE: <p id="xdx_A80_err--ExpenseExampleNarrativeTextBlock_z7KiZvJtgas9" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes that (1) you invest $10,000 in the Fund for the time periods indicated and then sell or continue to hold all of your shares at the end of the period, (2) your investment has a 5% return each year, and (3) the Fund’s operating expenses remain the same. This Example does not take into account the brokerage commissions that you may pay on your purchases and sales of Shares. Although your actual costs may be higher or lower, based upon these assumptions, your costs would be: 56 175 305 684 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 will generally indicate higher transaction costs resulting in higher taxes when Shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund’s performance. During the Fund’s most recent fiscal year, the Fund’s portfolio turnover rate was <span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_906_err--PortfolioTurnoverRate_pid_dp_uRatio_c20240501__20240501__dei--LegalEntityAxis__custom--S000072551Member_zhJlFKRxv6O5">209% of the average value of its portfolio. 2.09 PRINCIPAL INVESTMENT STRATEGIES The Fund seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of its net assets directly or indirectly in the securities included in the Victory US Large Cap High Dividend Long/Cash Volatility Weighted BRI Index (the “Index” or the “Underlying Index”), an unmanaged, volatility weighted index created by the Sub-Advisor (the “Index Provider”). The Index Provider is not affiliated with the Fund or the Advisor. The Index Provider combines fundamental criteria with individual security risk control achieved through volatility weighting of individual securities. In accordance with a rules-based mathematical formula, the Index tactically reduces its exposure to the equity markets during periods of significant market decline and reallocates to stocks when market prices have further declined or rebounded. The term “Long/Cash” in the Fund’s name refers to a feature of the Index that is designed to enhance risk-adjusted returns while attempting to minimize downside market risk through defensive positioning, as described below. The Index is comprised of the highest 100 dividend yielding stocks included in the Victory US Large/Mid Cap Volatility Weighted BRI Index (“Parent Index”). The Parent Index universe begins with the stocks included in the Nasdaq Victory US Large Cap 500 Volatility Weighted Index, a volatility weighted index comprised of the 500 largest U.S. companies by market capitalization with positive earnings across the last twelve months. The Fund’s Advisor provides the Sub-Advisor with the list of Excluded Securities that do not satisfy the Advisor’s proprietary BRI filtering criteria. The Index Provider then removes the Excluded Securities from the Parent Index. The 100 highest dividend yielding stocks included in the Index are weighted based on their daily standard deviation (volatility) of daily price changes over the last 180 trading days. Stocks with lower volatility receive a higher weighting and stocks with higher volatility receive a lower weighting. The Fund will not knowingly invest in Excluded Securities. Excluded Securities are securities issued by any company that is involved in the production or wholesale distribution of alcohol, tobacco, or gambling equipment, gambling enterprises, or which is involved, either directly or indirectly, in abortion or pornography, or promoting anti-family entertainment or non-biblical lifestyles. The Fund also reserves the right to exclude investments, in its best judgment, in other companies whose practices may not fall within the exclusions described above, but can be found offensive to basic, traditional Judeo-Christian values. In the event a company is subsequently discovered to be engaged in a prohibited practice, it will be liquidated at the next re-balancing. The Index is reconstituted every April and October (based on information as of the prior month-end) and is adjusted to limit exposure to any particular sector to 25%. As of March 31, 2024, the Index had a market capitalization range from $679.9 million to $613.7 billion. The Index utilizes the following index construction process designed to limit risk during periods of significant (non-normal) market decline by reducing its exposure to the equity market by allocating a portion of the Index to cash or cash equivalents. Market decline is measured at month-end by reference to the Victory US Large Cap High Dividend Volatility Weighted BRI Index (“Reference Index”), which is composed of similar securities as the Index but without any allocation to cash or cash equivalents. A “significant market decline” means a decline of 8% or more from the Reference Index’s all-time daily high closing value compared to its most recent month-end closing value, during which, the Index’s exposure to the equity market may be as low as 25% depending on the magnitude and duration of such decline. During a period of significant market decline that is 8% or more but less than 16% (the “initial trigger point”), the Index will allocate 75% of the stocks included in the Index to cash or cash equivalents, with the remaining 25% consisting of stocks included in the Reference Index. The Index will reallocate all or a portion of its cash or cash equivalents to stocks when the Reference Index reaches certain additional trigger points, measured at a subsequent month-end, as follows: <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> The Index will return to being 100% allocated to stocks if the subsequent month-end closing value of the stocks in the Reference Index returns to a level that is less than the initial trigger point. </td> </tr> </table> <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> If the Reference Index declines by 16% or more but less than 24% from its all-time daily high closing value as measured at a subsequent month-end, the Index will reallocate an additional 25% to the stocks in the Reference Index at their current securities weightings and the Index will then be 50% allocated to stocks included in the Reference Index. </td> </tr> </table> <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> If the Reference Index declines by 24% or more but less than 32% from its all-time daily high closing value as measured at a subsequent month-end, the Index will reallocate another 25% to the stocks of the Reference Index at their current securities weighting and the Index will then be 75% allocated to stocks included in the Reference Index. </td> </tr> </table> <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> If the Reference Index declines by 32% or more from its all-time daily high closing value as measured at a subsequent month-end, the Index will reallocate the remaining 25% to the stocks in the Reference Index at their current securities weighting. At this point, the Index will be 100% allocated to stocks included in the Reference Index. </td> </tr> </table> The Index will make any prescribed allocations to cash in accordance with the mathematical formula only at month end. In the event that it does, the Fund will experience higher portfolio turnover and incur additional transaction costs. During any periods of significant market decline, when the Index’s exposure to the market is less than 100%, the Fund will invest the cash portion dictated by the Index in 30-day U.S. Treasury bills or in money market mutual funds that primarily invest in short-term U.S. Treasury obligations. While the Fund generally seeks to track the returns of the Index before fees and expenses by employing a replication strategy that seeks to hold all the stocks in the Index, at times the Fund may pursue its investment objective by investing in the Index securities indirectly by investing all or a portion of its assets in another investment company advised by the Advisor, including an exchange-traded fund (“ETF”), that seeks to track the Index or the Reference Index. PRINCIPAL RISKS OF INVESTING IN THE FUND <p id="xdx_A85_err--RiskTextBlock_hrr--RiskAxis__custom--FixedIncomeRiskMember_zWlAiRIFTAB" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Fixed Income Risk. The value of the Fund’s direct or indirect investments in fixed income securities changes in response to various factors, including, for example, market-related factors (such as changes in interest rates or changes in the risk appetite of investors generally) and changes in the actual or perceived ability of the issuer (or of issuers generally) to meet its (or their) obligations. <p id="xdx_A84_err--RiskTextBlock_hrr--RiskAxis__custom--LargeCapitalizationStockRiskMember_zjNlnK3cy0xl" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Large-Capitalization Stock Risk. The securities of large-sized companies may underperform the securities of smaller-sized companies or the market as a whole. The growth rate of larger, more established companies may lag those of smaller companies, especially during periods of economic expansion. <p id="xdx_A8D_err--RiskTextBlock_hrr--RiskAxis__custom--MidCapitalizationStockRiskMember_z4h7PmL4mpjd" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Mid-Capitalization Stock Risk. Mid-sized companies may be subject to a number of risks not associated with larger, more established companies, potentially making their stock prices more volatile and increasing the risk of loss. <p id="xdx_A8F_err--RiskTextBlock_hrr--RiskAxis__custom--ExcludedSecurityRiskMember_zp4JP2xGim4b" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Excluded Security Risk. Because the Index omits Excluded Securities, the Fund may be riskier than other funds that invest in a broader array of securities. BRI may not be successful. Because the Index is reconstituted only at prescribed times during the year, the Fund may temporarily hold securities that do not comply with the BRI filtering criteria if the application of the criteria or the nature of a company’s business changes in between these dates. <p id="xdx_A88_err--RiskTextBlock_hrr--RiskAxis__custom--IndexRiskMember_zrPBNVOYYg" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Index Risk. There is no guarantee that the Fund’s investment results will have a high degree of correlation to those of the Underlying Index or that the Fund will achieve its investment objective. Market disruptions and regulatory restrictions could have an adverse effect on the Fund’s ability to adjust its exposure to the required levels in order to track the Underlying Index. Errors in index data, index computations or the construction of the Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the Index Provider for a period of time or at all, which may have an adverse impact on the Fund and its shareholders. Unusual market conditions may cause the Index Provider to postpone a scheduled rebalance, which could cause the Underlying Index to vary from its normal or expected composition. <p id="xdx_A82_err--RiskTextBlock_hrr--RiskAxis__custom--EquitySecuritiesRiskMember_zOGyW6BtclO7" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Equity Securities Risk. The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions in the United States or abroad. A company’s earnings or dividends may not increase as expected (or may decline) because of poor management, competitive pressures, reliance on particular suppliers or geographical regions, labor problems or shortages, corporate restructurings, fraudulent disclosures, man-made or natural disasters, military confrontations or wars, terrorism, public health crises, or other events, conditions and factors. Price changes may be temporary or last for extended periods. <p id="xdx_A81_err--RiskTextBlock_hrr--RiskAxis__custom--StockMarketRiskMember_zrcF3XvjW9ej" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Stock Market Risk. Overall stock market risks may affect the value of the Fund. Domestic and International factors such as political events, war, trade disputes, interest rate levels and other fiscal and monetary policy changes, pandemics and other public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires and floods, may add to instability in world economies and markets generally. The impact of these and other factors may be short-term or may last for extended periods. <p id="xdx_A80_err--RiskTextBlock_hrr--RiskAxis__custom--InvestmentStrategyRiskMember_zXYHpu6k3XUh" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Investment Strategy Risk. The Fund’s dividend strategy may not be successful. Dividend paying stocks may fall out of favor relative to the overall market. In addition, the Index may not successfully identify companies that meet its objectives. <p id="xdx_A88_err--RiskTextBlock_hrr--RiskAxis__custom--IndexDefensivePositioningRiskMember_zQv9G2uNWHua" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Index/Defensive Positioning Risk. Because the Index’s allocation to cash versus securities is determined at month-end, there is a risk that the Index, and thus the Fund, will not react to changes in market conditions that occur between reallocations or will react to a short-term market swing that occurs at month end. The Fund will incur transaction costs and potentially adverse tax consequences in the event the Index allocates to cash. There is no guarantee that the Index’s prescribed defensive strategy, if employed, will be successful in minimizing downside market risk. <p id="xdx_A81_err--RiskTextBlock_hrr--RiskAxis__custom--PassiveInvestmentRiskMember_zeJ8hHConKMi" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Passive Investment Risk. The Fund is not actively managed, and the Sub-Advisor does not take defensive positions under any market conditions, including declining markets. <p id="xdx_A8A_err--RiskTextBlock_hrr--RiskAxis__custom--CalculationMethodologyRiskMember_zWtE0HJiM7s4" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Calculation Methodology Risk. The Index relies on various sources of information to assess the criteria of issuers included in the Index, including information that may be based on assumptions and estimates. Neither the Fund, the Index Provider, nor the Advisor can offer assurances that the Index’s calculation methodology or sources of information will provide an accurate assessment of included issuers or correct valuation of securities, nor can they guarantee the availability or timeliness of the production of an Index. <p id="xdx_A82_err--RiskTextBlock_hrr--RiskAxis__custom--TrackingErrorRiskMember_zTSkGbRE3R16" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Tracking Error Risk. The Fund may be subject to tracking error, which is the divergence of the Fund’s performance from its index. Tracking error may occur because of, among other reasons, differences between the securities and other instruments held in the Fund’s portfolio and those included in the Index. This risk may be heightened during times of increased market volatility or other unusual market conditions. Tracking error also may result because the Fund incurs fees and expenses, while the Index does not. <p id="xdx_A86_err--RiskTextBlock_hrr--RiskAxis__custom--InvestmentCompanyRiskMember_zsqw0bkwFn05" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Investment Company Risk. An investment company or similar vehicle (including an ETF) in which the Fund invests may not achieve its investment objective. Underlying investment vehicles are subject to investment Advisory and other expenses, which will be indirectly paid by the Fund. Lack of liquidity in an ETF could result in an ETF being more volatile than the underlying portfolio of securities. <p id="xdx_A89_err--RiskTextBlock_hrr--RiskAxis__custom--PortfolioTurnoverRiskMember_zLVIcsXOdRV1" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Portfolio Turnover Risk. Higher portfolio turnover ratios resulting from additional purchases and sales of portfolio securities will generally result in higher transaction costs and Fund expenses and may result in more significant distributions of short-term capital gains to investors, which are taxed as ordinary income. <p id="xdx_A82_err--RiskTextBlock_hrr--RiskAxis__custom--ExchangeTradedFundETFStructureRiskMember_zUhIpPesamZ5" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Exchange-Traded Fund (“ETF”) Structure Risk. The Fund is structured as an exchange-traded fund (“ETF”) and, as a result, is subject to special risks, including: <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> Not Individually Redeemable. The Fund’s shares are not individually redeemable and may be redeemed by the Fund at its net asset value per share (“NAV”) only in large blocks known as Creation Units. The Fund may incur brokerage costs purchasing enough shares to constitute a Creation Unit. Alternatively, the Fund may redeem your shares by selling them on the secondary market at prevailing market prices. </td> </tr> </table> <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> Trading Issues. Trading in shares on the Exchange may be halted due to market conditions or for reasons that, in the </td> </tr> </table> view of the Exchange, make trading in shares inadvisable, such as extraordinary market volatility. There can be no assurance that shares will continue to meet the listing requirements of the Exchange. There is no guarantee that an active secondary market will develop for the shares. In stressed market conditions, authorized participants may be unwilling to participate in the creation/redemption process, particularly if the market for shares becomes less liquid in response to deteriorating liquidity in the markets for the Fund’s underlying portfolio holdings, which may lead to widening of bid-ask spreads and differences between the market price of the shares and the underlying value of those shares. <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> Market Price Variance Risk. The market prices of shares will fluctuate in response to changes in NAV and supply and demand for shares and will include a bid-ask spread charged by the exchange specialists, market makers, or other participants that trade the particular security. There may be times when the market price and the NAV vary significantly, particularly in times of market stress. This means that shares may trade at a premium or discount to NAV and bid-ask spreads may widen. </td> </tr> </table> <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> Authorized Participants Concentration Risk. A limited number of financial institutions may be responsible for all or a significant portion of the creation and redemption activity for the Fund. If these firms exit the business or are unable or unwilling to process creation and/or redemption orders, shares may trade at a premium or discount to NAV and bid-ask spreads may widen. </td> </tr> </table> <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> Tax-Efficiency Risk. Redemptions of shares may be effected for cash, rather than in kind, which means that the Fund may need to sell portfolio securities in order to complete an in-cash redemption, and may recognize net gains on these sales. As a result, investments in the shares may be less tax-efficient than investments in ETFs that redeem solely or principally in kind, and the Fund may pay out higher annual capital gain distributions than if the in-kind redemption process was used. </td> </tr> </table> <p id="xdx_A88_err--RiskTextBlock_hrr--RiskAxis__custom--ValuationRiskMember_zCPnoJ5Yb1af" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Valuation Risk. The sale price the Fund could receive for a security may differ from the Fund’s valuation of the security and may differ from the value used by the Index, particularly for securities that trade in low volume or volatile markets or that are valued using a fair value methodology. The Fund relies on various sources to calculate its NAV. The information may be provided by third parties that are believed to be reliable, but the information may not be accurate due to errors by such pricing sources, technological issues, or otherwise. <p id="xdx_A80_err--RiskTextBlock_hrr--RiskAxis__custom--LargeShareholderRiskMember_zqmEJHTvLbw3" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Large Shareholder Risk. Certain large shareholders, including other funds advised by the Advisor, may from time to time own a substantial amount of the Fund’s shares. The actions by one shareholder or multiple shareholders may have an impact on the Fund and, therefore, indirectly on other shareholders. Shareholder purchase and redemption activity may affect the per share amount of the Fund’s distributions of its net investment income and net realized capital gains, if any, thereby affecting the tax burden on the Fund’s shareholders subject to federal income tax. To the extent a larger shareholder (including, for example, an affiliated fund that operates as a fund-of-funds) is permitted to invest in the Fund, the Fund may experience large inflows or outflows of cash from time to time. This activity could magnify these adverse effects on the Fund. You may lose money by investing in the Fund. There is no guarantee that the Fund will achieve its objective. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. By itself, the Fund does not constitute a complete investment plan and should be considered a long-term investment for investors who can afford to weather changes in the value of their investment. You may lose money by investing in the Fund. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. PAST PERFORMANCE <span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_90E_err--PerformanceInformationIllustratesVariabilityOfReturns_c20240501__20240501__dei--LegalEntityAxis__custom--S000072551Member_zLBq93q18FJc">The following bar chart and table provide some indication of the risks of investing in the Fund by showing the variability of the Fund’s performance from year to year and by comparing the Fund’s performance to a broad based index index and to the Underlying Index. <span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_903_err--PerformancePastDoesNotIndicateFuture_c20240501__20240501__dei--LegalEntityAxis__custom--S000072551Member_ziBmHThqs1Y4">The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Performance data for the Fund may be available online at <span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_90F_err--PerformanceAvailabilityWebSiteAddress_c20240501__20240501__dei--LegalEntityAxis__custom--S000072551Member_zMm9Zy6xGlyj">etf.timothyplan.com or by calling <span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_900_err--PerformanceAvailabilityPhone_c20240501__20240501__dei--LegalEntityAxis__custom--S000072551Member_zrcvcvGPZRK4">(800) 846-7526. The following bar chart and table provide some indication of the risks of investing in the Fund by showing the variability of the Fund’s performance from year to year and by comparing the Fund’s performance to a broad based index index and to the Underlying Index. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. etf.timothyplan.com (800) 846-7526 Year-by-year Annual Total Returns (for calendar years ending on December 31) -0.1044 -0.0117 <div id="xdx_A80_err--BarChartClosingTextBlock_zKUr44KmmXa1"></div> <table cellpadding="3" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr> <td style="vertical-align: bottom; width: 50%"><span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_90D_err--HighestQuarterlyReturnLabel_c20240501__20240501__dei--LegalEntityAxis__custom--S000072551Member__rr--ProspectusShareClassAxis__custom--C000228884Member_zRrQvPDEVfR4">BEST QUARTER</td> <td style="vertical-align: bottom; width: 50%"><span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_90C_err--LowestQuarterlyReturnLabel_c20240501__20240501__dei--LegalEntityAxis__custom--S000072551Member__rr--ProspectusShareClassAxis__custom--C000228884Member_zlutD98zFMU4">WorsT QUARTER</td> </tr> <tr> <td style="border-bottom: #000000 1pt solid; vertical-align: bottom; width: 50%"><span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_908_err--BarChartHighestQuarterlyReturnDate_dxL_c20240501__20240501__dei--LegalEntityAxis__custom--S000072551Member__rr--ProspectusShareClassAxis__custom--C000228884Member_zjLCVDTrurmh" title="::XDX::2022-12-31">Dec-22</td> <td style="border-bottom: #000000 1pt solid; vertical-align: bottom; width: 50%"><span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_908_err--BarChartLowestQuarterlyReturnDate_dxL_c20240501__20240501__dei--LegalEntityAxis__custom--S000072551Member__rr--ProspectusShareClassAxis__custom--C000228884Member_zePjtOwuEF6g" title="::XDX::2022-06-30">Jun-22</td> </tr> <tr style="background-color: Gainsboro"> <td style="border-top: #000000 1pt solid; vertical-align: bottom; width: 50%"><span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_902_err--BarChartHighestQuarterlyReturn_pid_dp_uRatio_c20240501__20240501__dei--LegalEntityAxis__custom--S000072551Member__rr--ProspectusShareClassAxis__custom--C000228884Member_zQA00HoMBex9">5.80%</td> <td style="border-top: #000000 1pt solid; vertical-align: bottom; width: 50%"><span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_90A_err--BarChartLowestQuarterlyReturn_pid_dp_uRatio_c20240501__20240501__dei--LegalEntityAxis__custom--S000072551Member__rr--ProspectusShareClassAxis__custom--C000228884Member_zgOOQitqmqI7">-9.26%</td> </tr> </table> BEST QUARTER WorsT QUARTER 0.0580 -0.0926 Average Annual Total Returns (for periods ending on December 31, 2023) -0.0117 -0.0162 -0.0174 -0.0220 -0.0026 -0.0121 -0.0126 -0.0146 0.1146 0.0387 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. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. International ETF INVESTMENT OBJECTIVE The Fund seeks to provide investment results that track the performance of the Victory International Volatility Weighted BRI Index before fees and expenses. FEES AND EXPENSES OF THE FUND This table describes the fees and expenses that you may pay if you buy and hold shares (“Shares”) of the Fund. Investors may incur usual or customary brokerage commissions and other charges on their purchases and sales of Shares of the Fund in the secondary market, which are not reflected in the table or the example below. SHAREHOLDER FEES (fees paid directly from your investment) 0 ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment) 0.0062 0.0062 EXAMPLE: <p id="xdx_A8F_err--ExpenseExampleNarrativeTextBlock_zVn9iGESXKWd" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes that (1) you invest $10,000 in the Fund for the time periods indicated and then sell or continue to hold all of your shares at the end of the period, (2) your investment has a 5% return each year, and (3) the Fund’s operating expenses remain the same. This Example does not take into account the brokerage commissions that you may pay on your purchases and sales of Shares. Although your actual costs may be higher or lower, based upon these assumptions, your costs would be: 63 199 346 774 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 will generally indicate higher transaction costs resulting in higher taxes when Shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund’s performance. During the Fund’s most recent fiscal period, the Fund’s portfolio turnover rate was <span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_90E_err--PortfolioTurnoverRate_pid_dp_uRatio_c20240501__20240501__dei--LegalEntityAxis__custom--S000063765Member_z9GLoLWxeGug">34% of the average value of its portfolio. 0.34 PRINCIPAL INVESTMENT STRATEGIES The Fund seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of its net assets directly or indirectly in the securities included in the Victory International Volatility Weighted BRI Index (the “Index” or the “Underlying Index”), an unmanaged, volatility weighted index created by the Sub-Advisor (the “Index Provider”). The Index Provider is not affiliated with the Fund or the Advisor. The Index Provider combines fundamental criteria with individual security risk control achieved through volatility weighting of individual securities, rather than traditional market cap weighting. Such methodology is sometimes referred to as “Smart Beta.” The Index follows a proprietary rules-based methodology, developed by the Sub-Advisor, to construct its constituent securities: <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 22.5pt"> </td> <td style="width: 22.5pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> The Index universe begins with the stocks included in the Nasdaq Victory International Volatility Weighted Index, a volatility weighted index comprised of the 500 largest publicly traded foreign companies by market capitalization with positive earnings over the last twelve months. </td> </tr> </table> <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 22.5pt"> </td> <td style="width: 22.5pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> The Fund’s Advisor provides the Sub-Advisor with the list of Excluded Securities that do not satisfy the Advisor’s proprietary BRI filtering criteria. The Index Provider then removes the Excluded Securities from the Index. </td> </tr> </table> The Index considers foreign companies to be those that are organized or domiciled in a developed country (excluding the U.S. and emerging markets) and whose stock principally trades on a foreign exchange. Representative developed markets include Canada, France, Germany, Great Britain, Japan, Hong Kong and Australia. The Index is reconstituted every April and October (based on information as of the prior month-end) and is adjusted to limit exposure to any particular country to 20% and any particular sector to 25%. As of March 31, 2024, the Index had a market capitalization range from $2.8 billion to $365.4 billion (in USD). The Fund seeks to track the returns of the Index before fees and expenses by employing, under normal circumstances, a “sampling” process to invest in a representative sample of stocks included in the Index. The Fund’s portfolio managers select these stocks using a statistical optimization process designed to produce investment characteristics that closely approximate those of the Index. The Fund will not knowingly invest in Excluded Securities. Excluded Securities are securities issued by any company that is involved in the production or wholesale distribution of alcohol, tobacco, or gambling equipment, gambling enterprises, or which is involved, either directly or indirectly, in abortion or pornography, or promoting anti-family entertainment or non-biblical lifestyles. The Fund also reserves the right to exclude investments, in its best judgment, in other companies whose practices may not fall within the exclusions described above, but can be found offensive to basic, traditional Judeo-Christian values. In the event a company is subsequently discovered to be engaged in a prohibited practice, it will be liquidated at the next re-balancing. PRINCIPAL RISKS OF INVESTING IN THE FUND <p id="xdx_A8A_err--RiskTextBlock_hrr--RiskAxis__custom--ForeignSecuritiesRiskMember_z8nY2caKVf6i" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Foreign Securities Risk. Foreign securities (including depositary receipts) are subject to political, regulatory, and economic risks not present in domestic investments. Foreign securities could be affected by factors not present in the U.S., including expropriation, confiscation of property, and difficulties in enforcing contracts. Compared to U.S. companies, there generally is less publicly available information about foreign companies and there may be less governmental regulation and supervision of foreign companies. Foreign securities generally experience more volatility than their domestic counterparts. Depositary receipts may have additional risks, including creditworthiness of the depositary bank and the risk of an illiquid market. In addition, to the extent investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund. Fluctuations in the exchange rates between the U.S. dollar and foreign currencies, currency exchange control regulations, and restrictions or prohibitions on the repatriation of foreign currencies may negatively affect an investment. <p id="xdx_A8E_err--RiskTextBlock_hrr--RiskAxis__custom--ExcludedSecurityRiskMember_zs5KQalpSNAb" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Excluded Security Risk. Because the Index omits Excluded Securities, the Fund may be riskier than other funds that invest in a broader array of securities. BRI may not be successful. Because the Index is reconstituted only at prescribed times during the year, the Fund may temporarily hold securities that do not comply with the BRI filtering criteria if the application of the criteria or the nature of a company’s business changes in between these dates. <p id="xdx_A84_err--RiskTextBlock_hrr--RiskAxis__custom--IndexRiskMember_zy9D4iWwvWZi" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Index Risk. There is no guarantee that the Fund’s investment results will have a high degree of correlation to those of the Underlying Index or that the Fund will achieve its investment objective. Market disruptions and regulatory restrictions could have an adverse effect on the Fund’s ability to adjust its exposure to the required levels in order to track the Underlying Index. Errors in index data, index computations or the construction of the Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the Index Provider for a period of time or at all, which may have an adverse impact on the Fund and its shareholders. Unusual market conditions may cause the Index Provider to postpone a scheduled rebalance, which could cause the Underlying Index to vary from its normal or expected composition. <p id="xdx_A89_err--RiskTextBlock_hrr--RiskAxis__custom--EquitySecuritiesRiskMember_z6rmDgSRAnf7" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Equity Securities Risk. The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions in the United States or abroad. A company’s earnings or dividends may not increase as expected (or may decline) because of poor management, competitive pressures, reliance on particular suppliers or geographical regions, labor problems or shortages, corporate restructurings, fraudulent disclosures, man-made or natural disasters, military confrontations or wars, terrorism, public health crises, or other events, conditions and factors. Price changes may be temporary or last for extended periods. <p id="xdx_A88_err--RiskTextBlock_hrr--RiskAxis__custom--StockMarketRiskMember_zxSPOmWnNYo" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Stock Market Risk. Overall stock market risks may affect the value of the Fund. Domestic and International factors such as political events, war, trade disputes, interest rate levels and other fiscal and monetary policy changes, pandemics and other public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires and floods, may add to instability in world economies and markets generally. The impact of these and other factors may be short-term or may last for extended periods. <p id="xdx_A8E_err--RiskTextBlock_hrr--RiskAxis__custom--PassiveInvestmentRiskMember_zAhS6DZkdn0b" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Passive Investment Risk. The Fund is not actively managed, and the Sub-Advisor does not take defensive positions under any market conditions, including declining markets. <p id="xdx_A81_err--RiskTextBlock_hrr--RiskAxis__custom--CalculationMethodologyRiskMember_z6Ac84FHbzwa" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Calculation Methodology Risk. The Index relies on various sources of information to assess the criteria of issuers included in the Index, including information that may be based on assumptions and estimates. Neither the Fund, the Index Provider, nor the Advisor can offer assurances that the Index’s calculation methodology or sources of information will provide an accurate assessment of included issuers or correct valuation of securities, nor can they guarantee the availability or timeliness of the production of an Index. <p id="xdx_A8A_err--RiskTextBlock_hrr--RiskAxis__custom--TrackingErrorRiskMember_zVyhmYMlmcIf" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Tracking Error Risk. The Fund may be subject to tracking error, which is the divergence of the Fund’s performance from its index. Tracking error may occur because of, among other reasons, differences between the securities and other instruments held in the Fund’s portfolio and those included in the Index. This risk may be heightened during times of increased market volatility or other unusual market conditions. Tracking error also may result because the Fund incurs fees and expenses, while the Index does not. <p id="xdx_A83_err--RiskTextBlock_hrr--RiskAxis__custom--SamplingRiskMember_zNxgF00zy3Pa" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Sampling Risk. The Fund’s use of a representative sampling approach, if used, could result in it holding a smaller number of securities than are in the Index. As a result, an adverse development with an issuer or a small number of issuers of securities held by the Fund could result in a greater decline in NAV than would be the case if the Fund held all of the securities in the Index. To the extent the assets in the Fund are smaller, these risks will be greater. <p id="xdx_A80_err--RiskTextBlock_hrr--RiskAxis__custom--ExchangeTradedFundETFStructureRiskMember_zCTF7WaBuINl" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Exchange-Traded Fund (“ETF”) Structure Risk. The Fund is structured as an exchange-traded fund (“ETF”) and, as a result, is subject to special risks, including: <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> Not Individually Redeemable. The Fund’s shares are not individually redeemable and may be redeemed by the Fund at its net asset value per share (“NAV”) only in large blocks known as Creation Units. The Fund may incur brokerage costs </td> </tr> </table> purchasing enough shares to constitute a Creation Unit. Alternatively, the Fund may redeem your shares by selling them on the secondary market at prevailing market prices. <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> Trading Issues. Trading in shares on the Exchange may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in shares inadvisable, such as extraordinary market volatility. There can be no assurance that shares will continue to meet the listing requirements of the Exchange. There is no guarantee that an active secondary market will develop for the shares. In stressed market conditions, authorized participants may be unwilling to participate in the creation/redemption process, particularly if the market for shares becomes less liquid in response to deteriorating liquidity in the markets for the Fund’s underlying portfolio holdings, which may lead to widening of bid-ask spreads and differences between the market price of the shares and the underlying value of those shares. </td> </tr> </table> <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> Market Price Variance Risk. The market prices of shares will fluctuate in response to changes in NAV and supply and demand for shares and will include a bid-ask spread charged by the exchange specialists, market makers, or other participants that trade the particular security. There may be times when the market price and the NAV vary significantly, particularly in times of market stress. This means that shares may trade at a premium or discount to NAV and bid-ask spreads may widen. </td> </tr> </table> <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> International Closed Market Trading Risk. Many of the Fund’s underlying securities trade on foreign exchanges that are closed when the Exchange is open; consequently, events may transpire while such foreign exchanges are closed but the Exchange is open that may change the value of such underlying securities relative to their last quoted prices on such foreign exchanges. </td> </tr> </table> <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> Authorized Participants Concentration Risk. A limited number of financial institutions may be responsible for all or a significant portion of the creation and redemption activity for the Fund. If these firms exit the business or are unable or unwilling to process creation and/or redemption orders, shares may trade at a premium or discount to NAV and bid-ask spreads may widen. </td> </tr> </table> <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> Tax-Efficiency Risk. Redemptions of shares may be effected for cash, rather than in kind, which means that the Fund may need to sell portfolio securities in order to complete an in-cash redemption, and may recognize net gains on these sales. As a result, investments in the shares may be less tax-efficient than investments in ETFs that redeem solely or principally in kind, and the Fund may pay out higher annual capital gain distributions than if the in-kind redemption process was used. </td> </tr> </table> <p id="xdx_A82_err--RiskTextBlock_hrr--RiskAxis__custom--ValuationRiskMember_zWbaTk4fqSig" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Valuation Risk. The sale price the Fund could receive for a security may differ from the Fund’s valuation of the security and may differ from the value used by the Index, particularly for securities that trade in low volume or volatile markets or that are valued using a fair value methodology. The Fund relies on various sources to calculate its NAV. The information may be provided by third parties that are believed to be reliable, but the information may not be accurate due to errors by such pricing sources, technological issues, or otherwise. <p id="xdx_A89_err--RiskTextBlock_hrr--RiskAxis__custom--LargeShareholderRiskMember_z3UwRaqhM3qi" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Large Shareholder Risk. Certain large shareholders, including other funds advised by the Advisor, may from time to time own a substantial amount of the Fund’s shares. The actions by one shareholder or multiple shareholders may have an impact on the Fund and, therefore, indirectly on other shareholders. Shareholder purchase and redemption activity may affect the per share amount of the Fund’s distributions of its net investment income and net realized capital gains, if any, thereby affecting the tax burden on the Fund’s shareholders subject to federal income tax. To the extent a larger shareholder (including, for example, an affiliated fund that operates as a fund-of-funds) is permitted to invest in the Fund, the Fund may experience large inflows or outflows of cash from time to time. This activity could magnify these adverse effects on the Fund. You may lose money by investing in the Fund. There is no guarantee that the Fund will achieve its objective. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. By itself, the Fund does not constitute a complete investment plan and should be considered a long-term investment for investors who can afford to weather changes in the value of their investment. You may lose money by investing in the Fund. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. PAST PERFORMANCE <span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_908_err--PerformanceInformationIllustratesVariabilityOfReturns_c20240501__20240501__dei--LegalEntityAxis__custom--S000063765Member_zmCCIYh6esKj">The following bar chart and table provide some indication of the risks of investing in the Fund by showing the variability of the Fund’s performance from year to year and by comparing the Fund’s performance to a broad based index index and to the Underlying Index. <span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_90D_err--PerformancePastDoesNotIndicateFuture_c20240501__20240501__dei--LegalEntityAxis__custom--S000063765Member_z1j35cesdDZ9">The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Performance data for the Fund may be available online at <span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_903_err--PerformanceAvailabilityWebSiteAddress_c20240501__20240501__dei--LegalEntityAxis__custom--S000063765Member_zXY5pLY3ESz5">etf.timothyplan.com or by calling <span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_906_err--PerformanceAvailabilityPhone_c20240501__20240501__dei--LegalEntityAxis__custom--S000063765Member_zztfbGt833E3">(800) 846-7526. The following bar chart and table provide some indication of the risks of investing in the Fund by showing the variability of the Fund’s performance from year to year and by comparing the Fund’s performance to a broad based index index and to the Underlying Index. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. etf.timothyplan.com (800) 846-7526 Year-by-year Annual Total Returns (for calendar years ending on December 31) 0.0766 0.1034 -0.1780 0.1641 <div id="xdx_A8A_err--BarChartClosingTextBlock_zQTCRjPaDm8g"></div> <table cellpadding="2" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr> <td style="vertical-align: bottom; width: 50%"><span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_902_err--HighestQuarterlyReturnLabel_c20240501__20240501__dei--LegalEntityAxis__custom--S000063765Member__rr--ProspectusShareClassAxis__custom--C000206643Member_zbPRhmZaeUd6">BEST QUARTER</td> <td style="vertical-align: bottom; width: 50%"><span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_905_err--LowestQuarterlyReturnLabel_c20240501__20240501__dei--LegalEntityAxis__custom--S000063765Member__rr--ProspectusShareClassAxis__custom--C000206643Member_z9l1vCPauYHc">WorsT QUARTER</td> </tr> <tr> <td style="border-bottom: #000000 1pt solid; vertical-align: bottom; width: 50%"><span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_901_err--BarChartHighestQuarterlyReturnDate_dxL_c20240501__20240501__dei--LegalEntityAxis__custom--S000063765Member__rr--ProspectusShareClassAxis__custom--C000206643Member_z8ApK8JCtUkl" title="::XDX::2022-12-31">Dec-22</td> <td style="border-bottom: #000000 1pt solid; vertical-align: bottom; width: 50%"><span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_90E_err--BarChartLowestQuarterlyReturnDate_dxL_c20240501__20240501__dei--LegalEntityAxis__custom--S000063765Member__rr--ProspectusShareClassAxis__custom--C000206643Member_zQctNFLplvB5" title="::XDX::2020-03-31">Mar-20</td> </tr> <tr style="background-color: Gainsboro"> <td style="border-top: #000000 1pt solid; vertical-align: bottom; width: 50%"><span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_90F_err--BarChartHighestQuarterlyReturn_pid_dp_uRatio_c20240501__20240501__dei--LegalEntityAxis__custom--S000063765Member__rr--ProspectusShareClassAxis__custom--C000206643Member_zjF1FomRD9Z3">15.31%</td> <td style="border-top: #000000 1pt solid; vertical-align: bottom; width: 50%"><span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_908_err--BarChartLowestQuarterlyReturn_pid_dp_uRatio_c20240501__20240501__dei--LegalEntityAxis__custom--S000063765Member__rr--ProspectusShareClassAxis__custom--C000206643Member_zfucbAIONQuh">-22.78%</td> </tr> </table> BEST QUARTER WorsT QUARTER 0.1531 -0.2278 Average Annual Total Returns (for periods ending on December 31, 2023) 0.1641 0.0183 0.0401 0.1611 -0.0157 0.0371 0.1054 0.0171 0.0333 0.1765 0.0241 0.0468 0.1146 0.0886 0.0804 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. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. Market Neutral ETF INVESTMENT OBJECTIVE The Fund investment objective is high current income and low correlation to stocks and bonds. Low correlation means limiting exposure to stock market risk. FEES AND EXPENSES OF THE FUND This table describes the fees and expenses that you may pay if you buy and hold shares (“Shares”) of the Fund. Investors may incur usual or customary brokerage commissions and other charges on their purchases and sales of Shares of the Fund in the secondary market, which are not reflected in the table or the example below. SHAREHOLDER FEES (fees paid directly from your investment) 0 ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment) 0.0065 0.0065 EXAMPLE: <p id="xdx_A88_err--ExpenseExampleNarrativeTextBlock_znIdV7fcyjM6" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes that (1) you invest $10,000 in the Fund for the time periods indicated and then sell or continue to hold all of your shares at the end of the period, (2) your investment has a 5% return each year, and (3) the Fund’s operating expenses remain the same. This Example does not take into account the brokerage commissions that you may pay on your purchases and sales of Shares. Although your actual costs may be higher or lower, based upon these assumptions, your costs would be: 66 208 362 810 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 will generally indicate higher transaction costs resulting in higher taxes when Shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund’s performance. During the Fund’s most recent fiscal period, the Fund’s portfolio turnover rate was <span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_90F_err--PortfolioTurnoverRate_pid_dp_uRatio_c20240501__20240501__dei--LegalEntityAxis__custom--S000079419Member_zzLOgeP50zge">112% of the average value of its portfolio. 1.12 PRINCIPAL INVESTMENT STRATEGIES The Fund pursues its investment objective by implementing a proprietary, “market neutral” investment strategy designed to seek income from its investments while maintaining a low correlation to the foreign and domestic equity and bond markets. The Fund will be actively managed, meaning that the Sub-Advisor may make changes to the Fund’s portfolio at any time. A Market Neutral strategy seeks to generate returns that are independent and uncorrelated to the market action of equity and fixed income markets. It accomplishes this by seeking to minimize or eliminate beta (the portfolio’s volatility in relation to movements in the market). The Timothy Plan Market Neutral ETF seeks to neutralize the equity market exposure (beta) from its long positions in dividend paying stocks as closely/completely as practicable using offsetting long and short positions in broad equity index futures. The primary component of residual return (i.e., the return after attempting to neutralize stock performance) is designed to be the income derived from those dividend paying stocks. While generally the Fund’s investments will be broadly invested over a number of sectors, it is possible that the Fund’s investment strategy may result in an emphasis on certain sectors or sub-sectors of the market at any given time. The Fund seeks both high income and low correlation to stocks and bonds. Inherent in the low correlation to stocks, the Fund seeks to minimize the volatility associated with investing in stocks. The Fund uses a multi-strategy approach. First, it seeks income from long positions in foreign and domestic dividend producing equity securities of any market capitalization size that satisfy the Advisor’s proprietary BRI filtering criteria. Second, the Fund seeks to offset market risk by selling short high-correlating equity index futures contracts*, such as the S&P 500® Index, or Russell 2000®, or exchange-traded funds (“ETFs”) that track such indexes. The Fund may own foreign currency denominated equities which trade on foreign exchanges. The Fund may also own depository receipts (i.e., ADRs, GDRs). In order to facilitate and by way of investment in these securities, the Fund may own foreign currency as well. The Fund seeks to offset the remaining market risk by investing in long futures positions in the Nasdaq-100 Index and short futures positions in the S&P 500® Index, or use similar strategies the Sub-Advisor deems appropriate and necessary under current market conditions. As an alternative to investing directly in equity securities, the Fund can invest in them indirectly by investing in one or more investment companies (including ETFs) advised by the Sub-Advisor that are designed to track the Victory High Dividend Volatility Weighted BRI Index. The Victory US High Dividend Volatility Weighted BRI Index (the “Index”), is an unmanaged, volatility weighted index created by the Sub-Advisor (the “Index Provider”). The Index Provider is not affiliated with the Fund or the Advisor. The Index Provider combines fundamental criteria with individual security risk control achieved through volatility weighting of individual securities, rather than traditional market-cap weighting. Such a methodology is sometimes referred to as “Smart Beta.” The Index follows a proprietary rules-based methodology, developed by the Fund’s Sub-Advisor, to construct its constituent securities. The Fund will not knowingly invest in Excluded Securities. Excluded Securities are securities issued by any company that is involved in the production or wholesale distribution of alcohol, tobacco, or gambling equipment, gambling enterprises, or which is involved, either directly or indirectly, in abortion or pornography, or promoting anti-family entertainment or <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> * </td> <td style="vertical-align: top; text-align: left"> Futures contracts are based on the value of the index to which they relate and do not invest in the individual securities that make up the particular index. Even though index futures don’t actually buy securities, the index upon which they are based includes and tracks Excluded Securities. </td> </tr> </table> non-biblical lifestyles. In the event a company is subsequently discovered to be engaged in a prohibited practice, it will be liquidated at the next re-balancing. In the event a company is subsequently discovered to be engaged in a prohibited practice, it will be liquidated as soon as reasonably practical. The Fund will not invest in non-affiliated investment company shares. PRINCIPAL RISKS OF INVESTING IN THE FUND <p id="xdx_A8B_err--RiskTextBlock_hrr--RiskAxis__custom--SmallerCapitalizationStockRiskMember_zAi0n2Xy8HB7" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Smaller-Capitalization Stock Risk. Small- and mid-capitalization companies are subject to a number of risks not associated with larger, more established companies, potentially making their stock prices more volatile and increasing the risk of loss. Smaller companies may have limited markets, product lines, or financial resources and lack management experience and may experience higher failure rates than larger companies. <p id="xdx_A8E_err--RiskTextBlock_hrr--RiskAxis__custom--LargeCapitalizationStockRiskMember_zRf0reYlej1d" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Large-Capitalization Stock Risk. The securities of large-sized companies may underperform the securities of smaller-sized companies or the market as a whole. The growth rate of larger, more established companies may lag those of smaller companies, especially during periods of economic expansion. <p id="xdx_A84_err--RiskTextBlock_hrr--RiskAxis__custom--ForeignSecuritiesRiskMember_z4i6vfOx3MJf" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Foreign Securities Risk. Foreign securities (including depositary receipts) are subject to political, regulatory, and economic risks not present in domestic investments. Foreign securities could be affected by factors not present in the U.S., including expropriation, confiscation of property, and difficulties in enforcing contracts. Compared to U.S. companies, there generally is less publicly available information about foreign companies and there may be less governmental regulation and supervision of foreign companies. Foreign securities generally experience more volatility than their domestic counterparts. Depositary receipts may have additional risks, including creditworthiness of the depositary bank and the risk of an illiquid market. In addition, to the extent investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund. Fluctuations in the exchange rates between the U.S. dollar and foreign currencies, currency exchange control regulations, and restrictions or prohibitions on the repatriation of foreign currencies may negatively affect an investment. <p id="xdx_A8F_err--RiskTextBlock_hrr--RiskAxis__custom--BRIExcludedSecuritiesRiskMember_zGn4e8bB8Xuk" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">BRI Excluded Securities Risk. Because the Fund may not invest in BRI filtered Excluded Securities, the Fund may be riskier than other funds that invest in a broader array of securities. BRI screening may not assist the Fund to achieve its investment objectives. <p id="xdx_A82_err--RiskTextBlock_hrr--RiskAxis__custom--PriceRiskMember_z6afXJfC8ith" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Price Risk. ETF market prices may deviate from the BRI Excluded Security Risk. Because the Fund may not invest in BRI filtered Excluded Securities, the Fund may be riskier than other funds that invest in a broader array of securities. BRI screening may not assist the Fund to achieve its investment objectives. <p id="xdx_A81_err--RiskTextBlock_hrr--RiskAxis__custom--ActiveMarketRiskMember_z3U54Zp2qfll" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Active Market Risk. An active trading market for the Fund’s shares may not develop or be maintained. In times of market stress, market makers and/or Authorized Participants may step away from their roles, which may result in wider bid/ask spreads and variances between the market price of the Fund’s shares and the underlying value of those shares. <p id="xdx_A8C_err--RiskTextBlock_hrr--RiskAxis__custom--LiquidityRiskMember_znYNkkIh8cPg" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Liquidity Risk. In stressed market conditions, the market for the Fund’s shares may become less liquid. <p id="xdx_A82_err--RiskTextBlock_hrr--RiskAxis__custom--EquitySecuritiesRiskMember_zWFlA1zoLIA8" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Equity Securities Risk. The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions in the United States or abroad. A company’s earnings or dividends may not increase as expected (or may decline) because of poor management, competitive pressures, reliance on particular suppliers or geographical regions, labor problems or shortages, corporate restructurings, fraudulent disclosures, man-made or natural disasters, military confrontations or wars, terrorism, public health crises, or other events, conditions and factors. Price changes may be temporary or last for extended periods. <p id="xdx_A8D_err--RiskTextBlock_hrr--RiskAxis__custom--SectorRiskMember_z7TtLHQjtkGd" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Sector Risk. To the extent the Fund invests more heavily in particular sectors of the economy, its performance will be especially sensitive to developments that significantly affect those sectors. <p id="xdx_A83_err--RiskTextBlock_hrr--RiskAxis__custom--StockMarketRiskMember_zv49viCjhWs3" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Stock Market Risk. Overall stock market risks may affect the value of the Fund. Domestic and International factors such as political events, war, trade disputes, interest rate levels and other fiscal and monetary policy changes, pandemics and other public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires and floods, may add to instability in world economies and markets generally. The impact of these and other factors may be short-term or may last for extended periods. <p id="xdx_A89_err--RiskTextBlock_hrr--RiskAxis__custom--InvestmentStyleRiskMember_zqv59u0BVBO5" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Investment Style Risk. Different types of investment styles, for example growth or value, tend to perform differently and shift into and out of favor with investors depending on changes in market and economic sentiment and conditions. As a result, the Fund’s performance may at times be worse than the performance of other funds that invest more broadly or that have different investment styles. <p id="xdx_A89_err--RiskTextBlock_hrr--RiskAxis__custom--DerivativesRiskMember_z9uZ16w0M8u7" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Derivatives Risk. Derivative instruments and strategies, including futures and selling securities short, may not perfectly replicate direct investment in the security. Derivatives also entail exposure to counterparty credit risk, the risk of mispricing or improper valuation, and the risk that small price movements can result in substantial gains or losses. <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> Futures Contracts Risk. The Fund’s use of futures contracts exposes the Fund to leverage and tracking risks because a small investment in futures contracts may produce large losses and futures contracts may not be perfect substitutes for securities. </td> </tr> </table> <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> Hedging Risk. Hedging is a strategy in which the Fund uses a derivative to offset the risks associated with other Fund holdings. There can be no assurance that the Fund’s hedging strategy will reduce risk or that hedging transactions will be either available or cost effective. The Fund is not required to use hedging and may choose not to do so. </td> </tr> </table> <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> Leverage Risk. Using futures contracts to increase the Fund’s combined long and short exposure creates leverage, which can magnify the Fund’s potential for gain or loss and, therefore, amplify the effects of market volatility on the Fund’s share price. </td> </tr> </table> <p id="xdx_A89_err--RiskTextBlock_hrr--RiskAxis__custom--InvestmentCompanyRiskMember_zCgWndYJhzJe" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Investment Company Risk. An investment company or similar vehicle (including an ETF) in which the Fund invests may not achieve its investment objective. Underlying investment vehicles are subject to investment Advisory and other expenses, which will be indirectly paid by the Fund. A lack of liquidity in an ETF could result in an ETF being more volatile than the underlying portfolio of securities. <p id="xdx_A85_err--RiskTextBlock_hrr--RiskAxis__custom--ManagementRiskMember_z7W7yjg3beFg" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Management Risk. The portfolio manager may not execute the Fund’s principal investment strategy effectively. Please see “The Sub-Advisor” section of the prospectus for a discussion of the Sub-Advisor’s experience in managing funds. <p id="xdx_A88_err--RiskTextBlock_hrr--RiskAxis__custom--CalculationMethodologyRiskMember_zlKWpFnI8JI1" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Calculation Methodology Risk. The Index relies on various sources of information to assess the criteria of issuers included in the Index, including information that may be based on assumptions and estimates. Neither the Fund, the Index Provider, nor the Advisor can offer assurances that the Index’s calculation methodology or sources of information will provide an accurate assessment of included issuers or correct valuation of securities, nor can they guarantee the availability or timeliness of the production of an Index. <p id="xdx_A8C_err--RiskTextBlock_hrr--RiskAxis__custom--ExchangeTradedFundETFStructureRiskMember_zr8vNq4HM7Uh" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Exchange-Traded Fund (“ETF”) Structure Risk. The Fund is structured as an exchange-traded fund (“ETF”) and, as a result, is subject to special risks, including: <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> Not Individually Redeemable. The Fund’s shares are not individually redeemable and may be redeemed by the Fund at its net asset value per share (“NAV”) only in large blocks known as Creation Units. The Fund may incur brokerage costs purchasing enough shares to constitute a Creation Unit. Alternatively, the Fund may redeem your shares by selling them on the secondary market at prevailing market prices. </td> </tr> </table> <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> Trading Issues. Trading in shares on the Exchange may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in shares inadvisable, such as extraordinary market volatility. There can be no assurance that shares will continue to meet the listing requirements of the Exchange. There is no guarantee that an active secondary market will develop for the shares. In stressed market conditions, authorized participants may be unwilling to participate in the creation/redemption process, particularly if the market for shares becomes less liquid in response to deteriorating liquidity in the markets for the Fund’s underlying portfolio holdings, which may lead to widening of bid-ask spreads and differences between the market price of the shares and the underlying value of those shares. </td> </tr> </table> <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> Market Price Variance Risk. The market prices of shares will fluctuate in response to changes in NAV and supply and demand for shares and will include a bid-ask spread charged by the exchange specialists, market makers, or other participants that trade the particular security. There may be times when the market price and the NAV vary </td> </tr> </table> significantly, particularly in times of market stress. This means that shares may trade at a premium or discount to NAV and bid-ask spreads may widen. <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> International Closed Market Trading Risk. Many of the Fund’s underlying securities trade on foreign exchanges that are closed when the Exchange is open; consequently, events may transpire while such foreign exchanges are closed but the Exchange is open that may change the value of such underlying securities relative to their last quoted prices on such foreign exchanges </td> </tr> </table> <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> Authorized Participants Concentration Risk. A limited number of financial institutions may be responsible for all or a significant portion of the creation and redemption activity for the Fund. If these firms exit the business or are unable or unwilling to process creation and/or redemption orders, shares may trade at a premium or discount to NAV and bid-ask spreads may widen. </td> </tr> </table> <table cellpadding="0" cellspacing="0" style="font: 11pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="width: 18pt; vertical-align: top; text-align: right"> ● </td> <td style="vertical-align: top; text-align: left"> Tax-Efficiency Risk. Redemptions of shares may be effected for cash, rather than in kind, which means that the Fund may need to sell portfolio securities in order to complete an in-cash redemption, and may recognize net gains on these sales. As a result, investments in the shares may be less tax-efficient than investments in ETFs that redeem solely or principally in kind, and the Fund may pay out higher annual capital gain distributions than if the in-kind redemption process was used. </td> </tr> </table> <p id="xdx_A87_err--RiskTextBlock_hrr--RiskAxis__custom--ValuationRiskMember_zo0CHTkKzMz9" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Valuation Risk. The sale price the Fund could receive for a security may differ from the Fund’s valuation of the security and may differ from the value used by the Index, particularly for securities that trade in low volume or volatile markets or that are valued using a fair value methodology. The Fund relies on various sources to calculate its NAV. The information may be provided by third parties that are believed to be reliable, but the information may not be accurate due to errors by such pricing sources, technological issues, or otherwise. <p id="xdx_A82_err--RiskTextBlock_hrr--RiskAxis__custom--LargeShareholderRiskMember_zCc15nyT3fkl" style="font: 11pt Times New Roman, Times, Serif; text-align: left; margin-left: 0pt; text-indent: 0pt; margin-bottom: 0pt; margin-top: 0pt">Large Shareholder Risk. Certain large shareholders, including other funds advised by the Advisor, may from time to time own a substantial amount of the Fund’s shares. The actions by one shareholder or multiple shareholders may have an impact on the Fund and, therefore, indirectly on other shareholders. Shareholder purchase and redemption activity may affect the per share amount of the Fund’s distributions of its net investment income and net realized capital gains, if any, thereby affecting the tax burden on the Fund’s shareholders subject to federal income tax. To the extent a larger shareholder (including, for example, an affiliated fund that operates as a fund-of-funds) is permitted to invest in the Fund, the Fund may experience large inflows or outflows of cash from time to time. This activity could magnify these adverse effects on the Fund. You may lose money by investing in the Fund. There is no guarantee that the Fund will achieve its objective. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. By itself, the Fund does not constitute a complete investment plan and should be considered a long-term investment for investors who can afford to weather changes in the value of their investment. You may lose money by investing in the Fund. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. PAST PERFORMANCE <span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_901_err--PerformanceOneYearOrLess_c20240501__20240501__dei--LegalEntityAxis__custom--S000079419Member_zZ0AJt7PUWo">Performance information for the Fund is not included because the Fund has not completed a full calendar year of operations as of the date of this Prospectus (the Fund commenced trading on January 24, 2024). When such information is included, this section will provide some indication of the risks of investing in the Fund by showing changes in the Fund’s performance history from year to year and showing how the Fund’s average annual total returns compare with those of a broad measure of market performance. <span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_909_err--PerformancePastDoesNotIndicateFuture_c20240501__20240501__dei--LegalEntityAxis__custom--S000079419Member_zIakbtyu4Blk">Although past performance of the Fund is no guarantee of how it will perform in the future, historical performance may give you some indication of the risks of investing in the Fund. Performance data for the Fund may be available online at <span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_90A_err--PerformanceAvailabilityWebSiteAddress_c20240501__20240501__dei--LegalEntityAxis__custom--S000079419Member_z0QgZA3orAl7">etf.timothyplan.com or by calling <span class="xdx_phnt_RGlzY2xvc3VyZSAtIFJpc2svUmV0dXJuIERldGFpbCBEYXRhIHtFbGVtZW50c30A" id="xdx_903_err--PerformanceAvailabilityPhone_c20240501__20240501__dei--LegalEntityAxis__custom--S000079419Member_z8NGuvtTxgmf">(800) 846-7526. Performance information for the Fund is not included because the Fund has not completed a full calendar year of operations as of the date of this Prospectus (the Fund commenced trading on January 24, 2024). Although past performance of the Fund is no guarantee of how it will perform in the future, historical performance may give you some indication of the risks of investing in the Fund. etf.timothyplan.com (800) 846-7526 December 2, 2019 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. 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-deferred arrangements, such as 401(k) plans or individual retirement accounts. Victory US Small Cap Volatility Weighted BRI Index is an unmanaged, volatility weighted index created by the Fund’s Sub-Advisor. A volatility weighted index assigns percentage values to each security in the index based on the volatility of that security in the market. More volatile stocks have a lower weighting, and less volatile stocks are assigned a higher weighting. The Index assumes reinvestment of all dividends and distributions and does not reflect any asset-based charges for investment management or other expenses. The Russell 2000© Index is a market capitalization-weighted index that measures the performance of the 2000 smallest US stocks in the Russell 3000© Index, as measured by market capitalization. April 29, 2019 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. 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-deferred arrangements, such as 401(k) plans or individual retirement accounts. Victory US Large/Mid Cap Volatility Weighted BRI Index is an unmanaged, volatility weighted index created by the Fund’s Sub-Advisor. A volatility weighted index assigns percentage values to each security in the index based on the volatility of that security in the market. More volatile stocks have a lower weighting, and less volatile stocks are assigned a higher weighting. The Index assumes reinvestment of all dividends and distributions and does not reflect any asset-based charges for investment management or other expenses. The Standard & Poors 500 (“S&P 500”) Index is market capitalization-weighted index tracking the performance of the 500 largest companies listed on stock exchanges in the United States as measured by market capitalization. Total Annual Operating Expenses don’t agree to the Financial highlights due to acquired fund fees and expenses. July 28, 2021 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. 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-deferred arrangements, such as 401(k) plans or individual retirement accounts. Victory US Large/Mid Cap Volatility Weighted BRI Index is an unmanaged, volatility weighted index created by the Fund’s Sub-Advisor. A volatility weighted index assigns percentage values to each security in the index based on the volatility of that security in the market. More volatile stocks have a lower weighting, and less volatile stocks are assigned a higher weighting. The Index assumes reinvestment of all dividends and distributions and does not reflect any asset-based charges for investment management or other expenses. The Standard & Poors 500 (“S&P 500”) Index is market capitalization-weighted index tracking the performance of the 500 largest companies listed on stock exchanges in the United States as measured by market capitalization. April 29, 2019 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. 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-deferred arrangements, such as 401(k) plans or individual retirement accounts. Victory US Large Cap High Dividend Volatility Weighted BRI Index is an unmanaged, volatility weighted index created by the Fund’s Sub-Advisor. A volatility weighted index assigns percentage values to each security in the index based on the volatility of that security in the market. More volatile stocks have a lower weighting, and less volatile stocks are assigned a higher weighting. The Index assumes reinvestment of all dividends and distributions and does not reflect any asset-based charges for investment management or other expenses. The Russell 1000© Value Index is a is a market-capitalization-weighted index that measures the performance of Russell1000® Index companies (which consists of the 1,000 largest U.S. companies based on total market capitalization) with lower price-to-book ratios and lower forecasted growth rates. Total Annual Operating Expenses don’t agree to the Financial highlights due to acquired fund fees and expenses. July 28, 2021 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. 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-deferred arrangements, such as 401(k) plans or individual retirement accounts. Victory US Large Cap High Dividend Volatility Weighted BRI Index is an unmanaged, volatility weighted index created by the Fund’s Sub-Advisor. A volatility weighted index assigns percentage values to each security in the index based on the volatility of that security in the market. More volatile stocks have a lower weighting, and less volatile stocks are assigned a higher weighting. The Index assumes reinvestment of all dividends and distributions and does not reflect any asset-based charges for investment management or other expenses. The Russell 1000© Value Index is a is a market-capitalization-weighted index that measures the performance of Russell1000® Index companies (which consists of the 1,000 largest U.S. companies based on total market capitalization) with lower price-to-book ratios and lower forecasted growth rates. December 2, 2019 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. 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-deferred arrangements, such as 401(k) plans or individual retirement accounts. Victory International Volatility Weighted BRI Index is an unmanaged, volatility weighted index created by the Fund’s Sub-Advisor. A volatility weighted index assigns percentage values to each security in the index based on the volatility of that security in the market. More volatile stocks have a lower weighting, and less volatile stocks are assigned a higher weighting. The Index assumes reinvestment of all dividends and distributions and does not reflect any asset-based charges for investment management or other expenses. MSCI EAFE Index (“Industry Benchmark”) is a free float-adjusted, market capitalization-weighted index that measures the performance of stocks in the developed markets, excluding the United States and Canada. XML 88 R1.htm IDEA: XBRL DOCUMENT v3.24.1.u1

Total

US SMALL CAP CORE ETF

US Small Cap Core ETF

INVESTMENT OBJECTIVE

The Fund seeks to provide investment results that track the performance of the Victory US Small Cap Volatility Weighted BRI Index before fees and expenses.

FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you may pay if you buy and hold shares (“Shares”) of the Fund. Investors may incur usual or customary brokerage commissions and other charges on their purchases and sales of Shares of the Fund in the secondary market, which are not reflected in the table or the example below.

SHAREHOLDER FEES (fees paid directly from your investment)

Shareholder Fees

US SMALL CAP CORE ETF

US SMALL CAP CORE ETF Shares

USD ($)

Shareholder Fees (fees paid directly from your investment) none

ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)

Annual Fund Operating Expenses

US SMALL CAP CORE ETF

US SMALL CAP CORE ETF Shares

MANAGEMENT FEES 0.52%

Total Annual Operating Expenses 0.52%

EXAMPLE:

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes that (1) you invest $10,000 in the Fund for the time periods indicated and then sell or continue to hold all of your shares at the end of the period, (2) your investment has a 5% return each year, and (3) the Fund’s operating expenses remain the same. This Example does not take into account the brokerage commissions that you may pay on your purchases and sales of Shares. Although your actual costs may be higher or lower, based upon these assumptions, your costs would be:

Expense Example

Expense Example, with Redemption, 1 Year

Expense Example, with Redemption, 3 Years

Expense Example, with Redemption, 5 Years

Expense Example, with Redemption, 10 Years

US SMALL CAP CORE ETF | US SMALL CAP CORE ETF Shares | USD ($) 53 167 291 653

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 will generally indicate higher transaction costs resulting in higher taxes when Shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund’s performance. During the Fund’s most recent fiscal year, the Fund’s portfolio turnover rate was 60% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

The Fund seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of its net assets directly or indirectly in the securities included in the Victory US Small Cap Volatility Weighted BRI Index (the “Index” or the “Underlying Index”) , an unmanaged, volatility weighted index created by the Fund’s Sub-Advisor (the “Index Provider”). The Index Provider is not affiliated with the Fund or the Advisor.

The Index Provider combines fundamental criteria with individual security risk control achieved through volatility weighting of individual securities, rather than traditional market-cap weighting. Such a methodology is sometimes referred to as “Smart Beta.” The Index follows a proprietary rules-based methodology developed by the Fund’s Sub-Advisor, to construct its constituent securities.

The Index universe begins with the stocks included in the Nasdaq Victory US Small Cap 500 Volatility Weighted Index, a volatility weighted index comprised of the 500 largest U.S. companies with the bottom 10% by market capitalization as represented by NASDAQ US Small Cap Index (NQUSS) with positive earnings over the last twelve months.

The Fund’s Advisor provides the Sub-Advisor with the list of Excluded Securities that do not satisfy the Advisor’s proprietary BRI filtering criteria. The Index Provider then removes the Excluded Securities from the Parent Index.

The Index is reconstituted every April and October (based on information as of the prior month-end) and is adjusted to limit exposure to any particular sector to 25%. As of March 31, 2024, the Index had a market capitalization range from $ $358.4 million to $56.5 billion.

The Fund will not knowingly invest in Excluded Securities. Excluded Securities are securities issued by any company that is involved in the production or wholesale distribution of alcohol, tobacco, or gambling equipment, gambling enterprises, or which is involved, either directly or indirectly, in abortion or pornography, or promoting anti-family entertainment or non-biblical lifestyles. The Fund also reserves the right to exclude investments, in its best judgment, in other companies whose practices may not fall within the exclusions described above, but can be found offensive to basic, traditional Judeo-Christian values. In the event a company is subsequently discovered to be engaged in a prohibited practice, it will be liquidated at the next re-balancing.

The Fund generally seeks to track the returns of the Index before fees and expenses by employing a replication strategy that seeks to hold all of the stocks in the Index. A replication strategy means that the Fund seeks to hold all of the securities included in its index, in approximately the percentages represented by the securities in the index.

PRINCIPAL RISKS OF INVESTING IN THE FUND

PAST PERFORMANCE

The following bar chart and table provide some indication of the risks of investing in the Fund by showing the variability of the Fund’s performance from year to year and by comparing the Fund’s performance to a broad based index and to the Underlying Index. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.

Performance data for the Fund may be available online at etf.timothyplan.com or by calling (800) 846-7526.

Year-by-year Annual Total Returns (for calendar years ending on December 31)

BEST QUARTER

WorsT QUARTER

Dec-20

Mar-20

31.26%

-32.52%

Average Annual Total Returns (for periods ending on December 31, 2023)

Average Annual Total Returns - US SMALL CAP CORE ETF

1 Year

3 Years

Since Inception
^[1]

US SMALL CAP CORE ETF Shares 17.64% 9.69% 10.46%

US SMALL CAP CORE ETF Shares | After Taxes on Distributions ^[2] 17.32% 9.39% 10.15%

US SMALL CAP CORE ETF Shares | After Taxes on Distributions and Sales ^[2] 10.64% 7.51% 8.19%

Victory US Small Cap Volatility Weighted BRI Index (reflects no deduction for fees, expenses or taxes) ^[3] 18.36% 10.36% 11.13%

Russell 2000 Index (reflects no deduction for fees, expenses or taxes) ^[4] 16.93% 2.22% 7.28%

[1] December 2, 2019

[2] 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. 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-deferred arrangements, such as 401(k) plans or individual retirement accounts.

[3] Victory US Small Cap Volatility Weighted BRI Index is an unmanaged, volatility weighted index created by the Fund’s Sub-Advisor. A volatility weighted index assigns percentage values to each security in the index based on the volatility of that security in the market. More volatile stocks have a lower weighting, and less volatile stocks are assigned a higher weighting. The Index assumes reinvestment of all dividends and distributions and does not reflect any asset-based charges for investment management or other expenses.

[4] The Russell 2000^© Index is a market capitalization-weighted index that measures the performance of the 2000 smallest US stocks in the Russell 3000^© Index, as measured by market capitalization.

US SMALL CAP CORE ETF | Small Company Risk

Small Company Risk. Small company stocks present above-average risks. This means that when stock prices decline overall, the Portfolio may decline more than a broad-based securities market index. These companies usually offer a smaller range of products and services than larger companies. They may also have limited financial resources and may lack management depth. As a result, stocks issued by smaller companies tend to be less liquid and fluctuate in value more than the stocks of larger, more established companies.

US SMALL CAP CORE ETF | Excluded Security Risk

Excluded Security Risk. Because the Index omits Excluded Securities, the Fund may be riskier than other funds that invest in a broader array of securities. BRI may not be successful. Because the Index is reconstituted only at prescribed times during the year, the Fund may temporarily hold securities that do not comply with the BRI filtering criteria if the application of the criteria or the nature of a company’s business changes in between these dates.

US SMALL CAP CORE ETF | Index Risk

Index Risk. There is no guarantee that the Fund’s investment results will have a high degree of correlation to those of the Underlying Index or that the Fund will achieve its investment objective. Market disruptions and regulatory restrictions could have an adverse effect on the Fund’s ability to adjust its exposure to the required levels in order to track the Underlying Index. Errors in index data, index computations or the construction of the Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the Index Provider for a period of time or at all, which may have an adverse impact on the Fund and its shareholders. Unusual market conditions may cause the Index Provider to postpone a scheduled rebalance, which could cause the Underlying Index to vary from its normal or expected composition.

US SMALL CAP CORE ETF | Equity Securities Risk

Equity Securities Risk. The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions in the United States or abroad. A company’s earnings or dividends may not increase as expected (or may decline) because of poor management, competitive pressures, reliance on particular suppliers or geographical regions, labor problems or shortages, corporate restructurings, fraudulent disclosures, man-made or natural disasters, military confrontations or wars, terrorism, public health crises, or other events, conditions and factors. Price changes may be temporary or last for extended periods.

US SMALL CAP CORE ETF | Stock Market Risk

Stock Market Risk. Overall stock market risks may affect the value of the Fund. Domestic and International factors such as political events, war, trade disputes, interest rate levels and other fiscal and monetary policy changes, pandemics and other public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires and floods, may add to instability in world economies and markets generally. The impact of these and other factors may be short-term or may last for extended periods.

US SMALL CAP CORE ETF | Liquidity Risk

Liquidity Risk. In certain circumstances, such as the disruption of the orderly markets for the investments in which the Fund invests, the Fund might not be able to dispose of certain holdings quickly or at prices that represent true market value in the judgment of the Sub-Advisor. Markets for the investments in which the Fund invests may be disrupted by a number of events, including but not limited to economic crises, natural disasters, new legislation, or regulatory changes, and may prevent the Fund from limiting losses, realizing gains or achieving a high correlation with the Index.

US SMALL CAP CORE ETF | Passive Investment Risk

Passive Investment Risk. The Fund is not actively managed, and the Sub-Advisor does not take defensive positions under any market conditions, including declining markets.

US SMALL CAP CORE ETF | Calculation Methodology Risk

Calculation Methodology Risk. The Index relies on various sources of information to assess the criteria of issuers included in the Index, including information that may be based on assumptions and estimates. Neither the Fund, the Index Provider, nor the Advisor can offer assurances that the Index’s calculation methodology or sources of information will provide an accurate assessment of included issuers or correct valuation of securities, nor can they guarantee the availability or timeliness of the production of an Index.

US SMALL CAP CORE ETF | Tracking Error Risk

Tracking Error Risk. The Fund may be subject to tracking error, which is the divergence of the Fund’s performance from its index. Tracking error may occur because of, among other reasons, differences between the securities and other instruments held in the Fund’s portfolio and those included in the Index. This risk may be heightened during times of increased market volatility or other unusual market conditions. Tracking error also may result because the Fund incurs fees and expenses, while the Index does not.

US SMALL CAP CORE ETF | Exchange-Traded Fund (“ETF”) Structure Risk

Exchange-Traded Fund (“ETF”) Structure Risk. The Fund is structured as an exchange-traded fund (“ETF”) and, as a result, is subject to special risks, including:

●

Not Individually Redeemable. The Fund’s shares are not individually redeemable and may be redeemed by the Fund at its net asset value per share (“NAV”) only in large blocks known as Creation Units. The Fund may incur brokerage costs purchasing enough shares to constitute a Creation Unit. Alternatively, the Fund may redeem your shares by selling them on the secondary market at prevailing market prices.

●

Trading Issues. Trading in shares on the Exchange may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in shares inadvisable, such as extraordinary market volatility. There can be no assurance that shares will continue to meet the listing requirements of the Exchange. There is no guarantee that an active secondary

market will develop for the shares. In stressed market conditions, authorized participants may be unwilling to participate in the creation/redemption process, particularly if the market for shares becomes less liquid in response to deteriorating liquidity in the markets for the Fund’s underlying portfolio holdings, which may lead to widening of bid-ask spreads and differences between the market price of the shares and the underlying value of those shares.

●

Market Price Variance Risk. The market prices of shares will fluctuate in response to changes in NAV and supply and demand for shares and will include a bid-ask spread charged by the exchange specialists, market makers, or other participants that trade the particular security. There may be times when the market price and the NAV vary significantly, particularly in times of market stress. This means that shares may trade at a premium or discount to NAV and bid-ask spreads may widen.

●

Authorized Participants Concentration Risk. A limited number of financial institutions may be responsible for all or a significant portion of the creation and redemption activity for the Fund. If these firms exit the business or are unable or unwilling to process creation and/or redemption orders, shares may trade at a premium or discount to NAV and bid-ask spreads may widen.

●

Tax-Efficiency Risk. Redemptions of shares may be effected for cash, rather than in kind, which means that the Fund may need to sell portfolio securities in order to complete an in-cash redemption, and may recognize net gains on these sales. As a result, investments in the shares may be less tax-efficient than investments in ETFs that redeem solely or principally in kind, and the Fund may pay out higher annual capital gain distributions than if the in-kind redemption process was used.

US SMALL CAP CORE ETF | Valuation Risk

Valuation Risk. The sale price the Fund could receive for a security may differ from the Fund’s valuation of the security and may differ from the value used by the Index, particularly for securities that trade in low volume or volatile markets or that are valued using a fair value methodology. The Fund relies on various sources to calculate its NAV. The information may be provided by third parties that are believed to be reliable, but the information may not be accurate due to errors by such pricing sources, technological issues, or otherwise.

US SMALL CAP CORE ETF | Large Shareholder Risk

Large Shareholder Risk. Certain large shareholders, including other funds advised by the Advisor, may from time to time own a substantial amount of the Fund’s shares. The actions by one shareholder or multiple shareholders may have an impact on the Fund and, therefore, indirectly on other shareholders. Shareholder purchase and redemption activity may affect the per share amount of the Fund’s distributions of its net investment income and net realized capital gains, if any, thereby affecting the tax burden on the Fund’s shareholders subject to federal income tax. To the extent a larger shareholder (including, for example, an affiliated fund that operates as a fund-of-funds) is permitted to invest in the Fund, the Fund may experience large inflows or outflows of cash from time to time. This activity could magnify these adverse effects on the Fund.

You may lose money by investing in the Fund. There is no guarantee that the Fund will achieve its objective. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

By itself, the Fund does not constitute a complete investment plan and should be considered a long-term investment for investors who can afford to weather changes in the value of their investment.

US SMALL CAP CORE ETF | Risk Lose Money [Member]

You may lose money by investing in the Fund.

US SMALL CAP CORE ETF | Risk Not Insured Depository Institution [Member]

An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

US LARGE / MID CAP CORE ETF

US Large / Mid Cap Core ETF

INVESTMENT OBJECTIVE

The Fund seeks to provide investment results that track the performance of the Victory US Large/Mid Cap Volatility Weighted BRI Index before fees and expenses.

FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you may pay if you buy and hold shares (“Shares”) of the Fund. Investors may incur usual or customary brokerage commissions and other charges on their purchases and sales of Shares of the Fund in the secondary market, which are not reflected in the table or the example below.

SHAREHOLDER FEES (fees paid directly from your investment)

Shareholder Fees

US LARGE / MID CAP CORE ETF

US LARGE / MID CAP CORE ETF Shares

USD ($)

Shareholder Fees (fees paid directly from your investment) none

ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)

Annual Fund Operating Expenses

US LARGE / MID CAP CORE ETF

US LARGE / MID CAP CORE ETF Shares

MANAGEMENT FEES 0.52%

Total Annual Operating Expenses 0.52%

EXAMPLE:

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes that (1) you invest $10,000 in the Fund for the time periods indicated and then sell or continue to hold all of your shares at the end of the period, (2) your investment has a 5% return each year, and (3) the Fund’s operating expenses remain the same. This Example does not take into account the brokerage commissions that you may pay on your purchases and sales of Shares. Although your actual costs may be higher or lower, based upon these assumptions, your costs would be:

Expense Example

Expense Example, with Redemption, 1 Year

Expense Example, with Redemption, 3 Years

Expense Example, with Redemption, 5 Years

Expense Example, with Redemption, 10 Years

US LARGE / MID CAP CORE ETF | US LARGE / MID CAP CORE ETF Shares | USD ($) 53 167 291 653

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 will generally indicate higher transaction costs resulting in higher taxes when Shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund’s performance. During the Fund’s most recent fiscal year, the Fund’s portfolio turnover rate was 30% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

The Fund seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of its net assets directly or indirectly in the securities included in the Victory US Large Cap Volatility Weighted BRI Index (the “Index” or the “Underlying Index”), an unmanaged, volatility weighted index created by the Sub-Advisor (the “Index Provider”). The Index Provider is not affiliated with the Fund or the Advisor.

The Index Provider combines fundamental criteria with individual security risk control achieved through volatility weighting of individual securities, rather than traditional market-cap weighting. Such a methodology is sometimes referred to as “Smart Beta.” The Index follows a proprietary rules-based methodology, developed by the Sub-Advisor, to construct its constituent securities.

The Index universe begins with the stocks included in the Nasdaq Victory US Large Cap 500 Volatility Weighted Index, a volatility weighted index comprised of the 500 largest U.S. companies by market capitalization with positive earnings over the last twelve months.

The Fund’s Advisor provides the Sub-Advisor with the list of Excluded Securities that do not satisfy the Advisor’s proprietary BRI filtering criteria. The Index Provider then removes the Excluded Securities from the Index.

The Index is reconstituted every April and October (based on information as of the prior month-end) and is adjusted to limit exposure to any particular sector to 25%. As of March 31, 2024, the Index had a market capitalization range from $679.9 million to $2.2 trillion.

The Fund will not knowingly invest in Excluded Securities. Excluded Securities are securities issued by any company that is involved in the production or wholesale distribution of alcohol, tobacco, or gambling equipment, gambling enterprises, or which is involved, either directly or indirectly, in abortion or pornography, or promoting anti-family entertainment or non-biblical lifestyles. The Fund also reserves the right to exclude investments, in its best judgment, in other companies whose practices may not fall within the exclusions described above, but can be found offensive to basic, traditional Judeo-Christian values. In the event a company is subsequently discovered to be engaged in a prohibited practice, it will be liquidated at the next re-balancing.

The Fund generally seeks to track the returns of the Index before fees and expenses by employing a replication strategy that seeks to hold all of the stocks in the Index, in approximately the percentages represented by the securities in the Index.

PRINCIPAL RISKS OF INVESTING IN THE FUND

PAST PERFORMANCE

The following bar chart and table provide some indication of the risks of investing in the Fund by showing the variability of the Fund’s performance from year to year and by comparing the Fund’s performance to a broad based index index and to the Underlying Index. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.

Performance data for the Fund may be available online at etf.timothyplan.com or by calling (800) 846-7526.

Year-by-year Annual Total Returns (for calendar years ending on December 31)

BEST QUARTER

WorsT QUARTER

Jun-20

Mar-20

20.54%

-24.00%

Average Annual Total Returns (for periods ending on December 31, 2023)

Average Annual Total Returns - US LARGE / MID CAP CORE ETF

1 Year

3 Years

Since Inception
^[1]

US LARGE / MID CAP CORE ETF Shares 15.30% 8.28% 10.39%

US LARGE / MID CAP CORE ETF Shares | After Taxes on Distributions ^[2] 15.04% 8.05% 10.15%

US LARGE / MID CAP CORE ETF Shares | After Taxes on Distributions and Sales ^[2] 9.22% 6.40% 8.19%

Victory US Large/Mid Cap Volatility Weighted BRI Index (reflects no deduction for fees, expenses or taxes) ^[3] 15.93% 8.89% 10.98%

S&P 500 Index (reflects no deduction for fees, expenses or taxes) ^[4] 26.29% 10.00% 12.77%

[1] April 29, 2019

[2] 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. 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-deferred arrangements, such as 401(k) plans or individual retirement accounts.

[3] Victory US Large/Mid Cap Volatility Weighted BRI Index is an unmanaged, volatility weighted index created by the Fund’s Sub-Advisor. A volatility weighted index assigns percentage values to each security in the index based on the volatility of that security in the market. More volatile stocks have a lower weighting, and less volatile stocks are assigned a higher weighting. The Index assumes reinvestment of all dividends and distributions and does not reflect any asset-based charges for investment management or other expenses.

[4] The Standard & Poors 500 (“S&P 500”) Index is market capitalization-weighted index tracking the performance of the 500 largest companies listed on stock exchanges in the United States as measured by market capitalization.

US LARGE / MID CAP CORE ETF | Excluded Security Risk

Excluded Security Risk. Because the Index omits Excluded Securities, the Fund may be riskier than other funds that invest in a broader array of securities. BRI may not be successful. Because the Index is reconstituted only at prescribed times during the year, the Fund may temporarily hold securities that do not comply with the BRI filtering criteria if the application of the criteria or the nature of a company’s business changes in between these dates.

US LARGE / MID CAP CORE ETF | Index Risk

Index Risk. There is no guarantee that the Fund’s investment results will have a high degree of correlation to those of the Underlying Index or that the Fund will achieve its investment objective. Market disruptions and regulatory restrictions could have an adverse effect on the Fund’s ability to adjust its exposure to the required levels in order to track the Underlying Index. Errors in index data, index computations or the construction of the Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the Index Provider for a period of time or at all, which may have an adverse impact on the Fund and its shareholders. Unusual market conditions may cause the Index Provider to postpone a scheduled rebalance, which could cause the Underlying Index to vary from its normal or expected composition.

US LARGE / MID CAP CORE ETF | Equity Securities Risk

Equity Securities Risk. The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions in the United States or abroad. A company’s earnings or dividends may not increase as expected (or may decline) because of poor management, competitive pressures, reliance on particular suppliers or geographical regions, labor problems or shortages, corporate restructurings, fraudulent disclosures, man-made or natural disasters, military confrontations or wars, terrorism, public health crises, or other events, conditions and factors. Price changes may be temporary or last for extended periods.

US LARGE / MID CAP CORE ETF | Stock Market Risk

Stock Market Risk. Overall stock market risks may affect the value of the Fund. Domestic and International factors such as political events, war, trade disputes, interest rate levels and other fiscal and monetary policy changes, pandemics and other public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires and floods, may add to instability in world economies and markets generally. The impact of these and other factors may be short-term or may last for extended periods.

US LARGE / MID CAP CORE ETF | Passive Investment Risk

Passive Investment Risk. The Fund is not actively managed, and the Sub-Advisor does not take defensive positions under any market conditions, including declining markets.

US LARGE / MID CAP CORE ETF | Calculation Methodology Risk

Calculation Methodology Risk. The Index relies on various sources of information to assess the criteria of issuers included in the Index, including information that may be based on assumptions and estimates. Neither the Fund, the Index Provider, nor the Advisor can offer assurances that the Index’s calculation methodology or sources of information will provide an accurate assessment of included issuers or correct valuation of securities, nor can they guarantee the availability or timeliness of the production of an Index.

US LARGE / MID CAP CORE ETF | Tracking Error Risk

Tracking Error Risk. The Fund may be subject to tracking error, which is the divergence of the Fund’s performance from its index. Tracking error may occur because of, among other reasons, differences between the securities and other instruments held in the Fund’s portfolio and those included in the Index. This risk may be heightened during times of increased market volatility or other unusual market conditions. Tracking error also may result because the Fund incurs fees and expenses, while the Index does not.

US LARGE / MID CAP CORE ETF | Exchange-Traded Fund (“ETF”) Structure Risk

Exchange-Traded Fund (“ETF”) Structure Risk. The Fund is structured as an exchange-traded fund (“ETF”) and, as a result is subject to special risks, including:

●

Not Individually Redeemable. The Fund’s shares are not individually redeemable and may be redeemed by the Fund at its net asset value per share (“NAV”) only in large blocks known as Creation Units. The Fund may incur brokerage costs purchasing enough shares to constitute a Creation Unit. Alternatively, the Fund may redeem your shares by selling them on the secondary market at prevailing market prices.

●

Trading Issues. Trading in shares on the Exchange may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in shares inadvisable, such as extraordinary market volatility. There can be no assurance that shares will continue to meet the listing requirements of the Exchange. There is no guarantee that an active secondary market will develop for the shares. In stressed market conditions, authorized participants may be unwilling to participate in the creation/redemption process, particularly if the market for shares becomes less liquid in response to deteriorating liquidity in the markets for the Fund’s underlying portfolio holdings, which may lead to widening of bid-ask spreads and differences between the market price of the shares and the underlying value of those shares.

●

Market Price Variance Risk. The market prices of shares will fluctuate in response to changes in NAV and supply and demand for shares and will include a bid-ask spread charged by the exchange specialists, market makers, or other participants that trade the particular security. There may be times when the market price and the NAV vary significantly, particularly in times of market stress. This means that shares may trade at a premium or discount to NAV and bid-ask spreads may widen.

●

Authorized Participants Concentration Risk. A limited number of financial institutions may be responsible for all or a significant portion of the creation and redemption activity for the Fund. If these firms exit the business or are unable or unwilling to process creation and/or redemption orders, shares may trade at a premium or discount to NAV and bid-ask spreads may widen.

●

Tax-Efficiency Risk. Redemptions of shares may be effected for cash, rather than in kind, which means that the Fund may need to sell portfolio securities in order to complete an in-cash redemption, and may recognize net gains on these sales. As a result, investments in the shares may be less tax-efficient than investments in ETFs that redeem solely or principally in kind, and the Fund may pay out higher annual capital gain distributions than if the in-kind redemption process was used.

US LARGE / MID CAP CORE ETF | Valuation Risk

Valuation Risk. The sale price the Fund could receive for a security may differ from the Fund’s valuation of the security and may differ from the value used by the Index, particularly for securities that trade in low volume or volatile markets or that are valued using a fair value methodology. The Fund relies on various sources to calculate its NAV. The information may be provided by third parties that are believed to be reliable, but the information may not be accurate due to errors by such pricing sources, technological issues, or otherwise.

US LARGE / MID CAP CORE ETF | Large Shareholder Risk

Large Shareholder Risk. Certain large shareholders, including other funds advised by the Advisor, may from time to time own a substantial amount of the Fund’s shares. The actions by one shareholder or multiple shareholders may have an impact on the Fund and, therefore, indirectly on other shareholders. Shareholder purchase and redemption activity may affect the per share amount of the Fund’s distributions of its net investment income and net realized capital gains, if any, thereby affecting the tax burden on the Fund’s shareholders subject to federal income tax. To the extent a larger shareholder (including, for example, an affiliated fund that operates as a fund-of-funds) is permitted to invest in the Fund, the Fund may experience large inflows or outflows of cash from time to time. This activity could magnify these adverse effects on the Fund.

You may lose money by investing in the Fund. There is no guarantee that the Fund will achieve its objective. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

By itself, the Fund does not constitute a complete investment plan and should be considered a long-term investment for investors who can afford to weather changes in the value of their investment.

US LARGE / MID CAP CORE ETF | Risk Lose Money [Member]

You may lose money by investing in the Fund.

US LARGE / MID CAP CORE ETF | Risk Not Insured Depository Institution [Member]

An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

US LARGE / MID CAP CORE ETF | Large-Capitalization Stock Risk

Large-Capitalization Stock Risk. The securities of large-sized companies may underperform the securities of smaller-sized companies or the market as a whole. The growth rate of larger, more established companies may lag those of smaller companies, especially during periods of economic expansion.

US LARGE / MID CAP CORE ETF | Mid-Capitalization Stock Risk

Mid-Capitalization Stock Risk. Mid-sized companies may be subject to a number of risks not associated with larger, more established companies, potentially making their stock prices more volatile and increasing the risk of loss.

US LARGE / MID CAP CORE ENHANCED ETF

US Large / Mid Cap Core Enhanced ETF

INVESTMENT OBJECTIVE

The Fund seeks to provide investment results that track the performance of Victory US Large/Mid Cap Long/Cash Volatility Weighted BRI Index before fees and expenses.

FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you may pay if you buy and hold shares (“Shares”) of the Fund. Investors may incur usual or customary brokerage commissions and other charges on their purchases and sales of Shares of the Fund in the secondary market, which are not reflected in the table or the example below.

SHAREHOLDER FEES (fees paid directly from your investment)

Shareholder Fees

US LARGE / MID CAP CORE ENHANCED ETF

US LARGE / MID CAP CORE ENHANCED ETF Shares

USD ($)

Shareholder Fees (fees paid directly from your investment) none

ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)

Annual Fund Operating Expenses

US LARGE / MID CAP CORE ENHANCED ETF

US LARGE / MID CAP CORE ENHANCED ETF Shares

MANAGEMENT FEES 0.52%

Acquired Fund Fees and Expenses 0.04%

Total Annual Operating Expenses 0.56% ^[1]

[1] Total Annual Operating Expenses don’t agree to the Financial highlights due to acquired fund fees and expenses.

EXAMPLE:

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes that (1) you invest $10,000 in the Fund for the time periods indicated and then sell or continue to hold all of your shares at the end of the period, (2) your investment has a 5% return each year, and (3) the Fund’s operating expenses remain the same. This Example does not take into account the brokerage commissions that you may pay on your purchases and sales of Shares. Although your actual costs may be higher or lower, based upon these assumptions, your costs would be:

Expense Example

Expense Example, with Redemption, 1 Year

Expense Example, with Redemption, 3 Years

Expense Example, with Redemption, 5 Years

Expense Example, with Redemption, 10 Years

US LARGE / MID CAP CORE ENHANCED ETF | US LARGE / MID CAP CORE ENHANCED ETF Shares | USD ($) 57 178 311 697

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 will generally indicate higher transaction costs resulting in higher taxes when Shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund’s performance. During the Fund’s most recent fiscal year, the Fund’s portfolio turnover rate was 302% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

The Fund seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of its net assets directly or indirectly in the securities included in the Victory US Large/Mid Cap Long/Cash Volatility Weighted BRI Index (the “Index” or the “Underlying Index”), an unmanaged, volatility weighted index created by the Sub-Advisor (the “Index Provider”). The Index Provider is not affiliated with the Fund or the Advisor.

The Index Provider combines fundamental criteria with individual security risk control achieved through volatility weighting of individual securities.

In accordance with a rules-based formula, the Index tactically reduces its exposure to the equity markets during periods of significant market decline and reallocates to stocks when market prices have either further declined or rebounded. The term
“Long/Cash” in the Fund’s name refers to a feature of the Index that is designed to enhance risk-adjusted returns while attempting to minimize downside market risk through defensive positioning, as described below.

The Index utilizes the following rules-based methodology to construct its constituent securities:

●

The Index universe begins with all publicly traded U.S. stocks and then screens for all companies with positive earnings across the last twelve months.

●

The Index identifies the 500 largest U.S. stocks by market capitalization measured at the time the Index’s constituent securities are determined.

●

The 500 stocks are weighted based on their daily standard deviation (volatility) of daily price changes over the last 180 trading days. Stocks with lower volatility receive a higher weighting and stocks with higher volatility receive a lower weighting.

●

The Fund’s Advisor provides the Sub-Advisor with the list of Excluded Securities that do not satisfy the Advisor’s proprietary BRI filtering criteria. The Index Provider then removes the Excluded Securities from the Index.

The Index is reconstituted every April and October (based on information as of the prior month-end) and is adjusted to limit exposure to any particular sector to 25%. As of March 31, 2024, the Index had a market capitalization range from $679.9 million to $2.2 trillion.

The Index follows a mathematical index construction process designed to limit risk during periods of significant (non-normal) market decline by reducing its exposure to the equity market by allocating a portion of the Index to cash or cash equivalents. The market decline is measured at month-end by reference to the Victory US Large Cap/Mid Cap Volatility Weighted BRI Index (“Reference Index”), which is composed of similar securities as the Index but without any allocation to cash or cash equivalents.

A “significant market decline” means a decline of 10% or more from the Reference Index’s all-time daily high closing value compared to its most recent month-end closing value, during which, the Index’s exposure to the equity market may be as low as 25% depending on the magnitude and duration of such decline.

During a period of significant market decline that is 10% or more but less than 20% (the “initial trigger point”), the Index will allocate 75% of the stocks included in the Index to cash or cash equivalents, with the remaining 25% consisting of stocks included in the Reference Index.

The Index will reallocate all or a portion of its cash or cash equivalents to stocks when the Reference Index reaches certain additional trigger points, measured at a subsequent month-end, as follows:

●

The Index will return to being 100% allocated to stocks if the subsequent month-end closing value of the stocks in the Reference Index returns to a level that is less than the initial trigger point.

●

If the Reference Index declines by 20% or more but less than 30% from its all-time daily high closing value as measured at a subsequent month-end, the Index will reallocate an additional 25% to the stocks in the Reference Index at their current securities weightings and the Index will then be 50% allocated to stocks included in the Reference Index.

●

If the Reference Index declines by 30% or more but less than 40% from its all-time daily high closing value as measured at a subsequent month-end, the Index will reallocate another 25% to the stocks of the Reference Index at their current securities weighting and the Index will then be 75% allocated to stocks included in the Reference Index.

●

If the Reference Index declines by 40% or more from its all-time daily high closing value as measured at a subsequent month-end, the Index will reallocate the remaining 25% to the stocks in the Reference Index at their current securities weighting. At this point, the Index will be 100% allocated to stocks included in the Reference Index.

The Index will make any prescribed allocations to cash in accordance with the mathematical formula only at month end. In the event that it does, the Fund will experience higher portfolio turnover and incur additional transaction costs.

During any periods of significant market decline, when the Index’s exposure to the market is less than 100%, the Fund will invest the cash portion dictated by the Index in 30-day U.S. Treasury bills or in money market mutual funds that primarily invest in short-term U.S. Treasury obligations.

While the Fund generally seeks to track the returns of the Index before fees and expenses by employing a replication strategy that seeks to hold all the stocks in the Index, at times the Fund may pursue its investment objective by investing in the Index securities indirectly by investing all or a portion of its assets in another investment company advised by the Advisor, including an exchange-traded fund (“ETF”), that seeks to track the Index or the Reference Index.

The Fund will not knowingly invest in Excluded Securities. Excluded Securities are securities issued by any company that is involved in the production or wholesale distribution of alcohol, tobacco, or gambling equipment, gambling enterprises, or which is involved, either directly or indirectly, in abortion or pornography, or promoting anti-family entertainment or non-biblical lifestyles. The Fund also reserves the right to exclude investments, in its best judgment, in other companies whose practices may not fall within the exclusions described above, but can be found offensive to basic, traditional Judeo-Christian values. In the event a company is subsequently discovered to be engaged in a prohibited practice, it will be liquidated at the next re-balancing.

PRINCIPAL RISKS OF INVESTING IN THE FUND

PAST PERFORMANCE

The following bar chart and table provide some indication of the risks of investing in the Fund by showing the variability of the Fund’s performance from year to year and by comparing the Fund’s performance to a broad based index index and to the Underlying Index. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.

Performance data for the Fund may be available online at etf.timothyplan.com or by calling (800) 846-7526.

Year-by-year Annual Total Returns (for calendar years ending on December 31)

BEST QUARTER

WorsT QUARTER

Dec-23

Jun-22

4.10%

-7.84%

Average Annual Total Returns (for periods ending on December 31, 2023)

Average Annual Total Returns - US LARGE / MID CAP CORE ENHANCED ETF

1 Year

Since Inception
^[1]

US LARGE / MID CAP CORE ENHANCED ETF Shares (2.40%) (2.46%)

US LARGE / MID CAP CORE ENHANCED ETF Shares | After Taxes on Distributions ^[2] (2.82%) (2.80%)

US LARGE / MID CAP CORE ENHANCED ETF Shares | After Taxes on Distributions and Sales ^[2] (1.22%) (1.91%)

Victory US Large/Mid Cap Volatility Weighted BRI Index (reflects no deduction for fees, expenses or taxes) ^[3] (2.73%) (2.53%)

S&P 500 Index (reflects no deduction for fees, expenses or taxes) ^[4] 26.29% 5.05%

[1] July 28, 2021

[2] 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. 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-deferred arrangements, such as 401(k) plans or individual retirement accounts.

[3] Victory US Large/Mid Cap Volatility Weighted BRI Index is an unmanaged, volatility weighted index created by the Fund’s Sub-Advisor. A volatility weighted index assigns percentage values to each security in the index based on the volatility of that security in the market. More volatile stocks have a lower weighting, and less volatile stocks are assigned a higher weighting. The Index assumes reinvestment of all dividends and distributions and does not reflect any asset-based charges for investment management or other expenses.

[4] The Standard & Poors 500 (“S&P 500”) Index is market capitalization-weighted index tracking the performance of the 500 largest companies listed on stock exchanges in the United States as measured by market capitalization.

US LARGE / MID CAP CORE ENHANCED ETF | Excluded Security Risk

Excluded Security Risk. Because the Index omits Excluded Securities, the Fund may be riskier than other funds that invest in a broader array of securities. BRI may not be successful. Because the Index is reconstituted only at prescribed times during the year, the Fund may temporarily hold securities that do not comply with the BRI filtering criteria if the application of the criteria or the nature of a company’s business changes in between these dates.

US LARGE / MID CAP CORE ENHANCED ETF | Index Risk

Index Risk. There is no guarantee that the Fund’s investment results will have a high degree of correlation to those of the Underlying Index or that the Fund will achieve its investment objective. Market disruptions and regulatory restrictions could have an adverse effect on the Fund’s ability to adjust its exposure to the required levels in order to track the Underlying Index. Errors in index data, index computations or the construction of the Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the Index Provider for a period of

time or at all, which may have an adverse impact on the Fund and its shareholders. Unusual market conditions may cause the Index Provider to postpone a scheduled rebalance, which could cause the Underlying Index to vary from its normal or expected composition.

US LARGE / MID CAP CORE ENHANCED ETF | Equity Securities Risk

Equity Securities Risk. The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions in the United States or abroad. A company’s earnings or dividends may not increase as expected (or may decline) because of poor management, competitive pressures, reliance on particular suppliers or geographical regions, labor problems or shortages, corporate restructurings, fraudulent disclosures, man-made or natural disasters, military confrontations or wars, terrorism, public health crises, or other events, conditions and factors. Price changes may be temporary or last for extended periods.

US LARGE / MID CAP CORE ENHANCED ETF | Stock Market Risk

Stock Market Risk. Overall stock market risks may affect the value of the Fund. Domestic and International factors such as political events, war, trade disputes, interest rate levels and other fiscal and monetary policy changes, pandemics and other public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires and floods, may add to instability in world economies and markets generally. The impact of these and other factors may be short-term or may last for extended periods.

US LARGE / MID CAP CORE ENHANCED ETF | Passive Investment Risk

Passive Investment Risk. The Fund is not actively managed, and the Sub-Advisor does not take defensive positions under any market conditions, including declining markets.

US LARGE / MID CAP CORE ENHANCED ETF | Calculation Methodology Risk

Calculation Methodology Risk. The Index relies on various sources of information to assess the criteria of issuers included in the Index, including information that may be based on assumptions and estimates. Neither the Fund, the Index Provider, nor the Advisor can offer assurances that the Index’s calculation methodology or sources of information will provide an accurate assessment of included issuers or correct valuation of securities, nor can they guarantee the availability or timeliness of the production of an Index.

US LARGE / MID CAP CORE ENHANCED ETF | Tracking Error Risk

Tracking Error Risk. The Fund may be subject to tracking error, which is the divergence of the Fund’s performance from its index. Tracking error may occur because of, among other reasons, differences between the securities and other instruments held in the Fund’s portfolio and those included in the Index. This risk may be heightened during times of increased market volatility or other unusual market conditions. Tracking error also may result because the Fund incurs fees and expenses, while the Index does not.

US LARGE / MID CAP CORE ENHANCED ETF | Exchange-Traded Fund (“ETF”) Structure Risk

Exchange-Traded Fund (“ETF”) Structure Risk. The Fund is structured as an exchange-traded fund (“ETF”) and, as a result, is subject to special risks, including:

●

Not Individually Redeemable. The Fund’s shares are not individually redeemable and may be redeemed by the Fund at its net asset value per share (“NAV”) only in large blocks known as Creation Units. The Fund may incur brokerage costs purchasing enough shares to constitute a Creation Unit. Alternatively, the Fund may redeem your shares by selling them on the secondary market at prevailing market prices.

●

Trading Issues. Trading in shares on the Exchange may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in shares inadvisable, such as extraordinary market volatility. There can be no assurance that shares will continue to meet the listing requirements of the Exchange. There is no guarantee that an active secondary market will develop for the shares. In stressed market conditions, authorized participants may be

unwilling to participate in the creation/redemption process, particularly if the market for shares becomes less liquid in response to deteriorating liquidity in the markets for the Fund’s underlying portfolio holdings, which may lead to widening of bid-ask spreads and differences between the market price of the shares and the underlying value of those shares.

●

Market Price Variance Risk. The market prices of shares will fluctuate in response to changes in NAV and supply and demand for shares and will include a bid-ask spread charged by the exchange specialists, market makers, or other participants that trade the particular security. There may be times when the market price and the NAV vary significantly, particularly in times of market stress. This means that shares may trade at a premium or discount to NAV and bid-ask spreads may widen.

●

Authorized Participants Concentration Risk. A limited number of financial institutions may be responsible for all or a significant portion of the creation and redemption activity for the Fund. If these firms exit the business or are unable or unwilling to process creation and/or redemption orders, shares may trade at a premium or discount to NAV and bid-ask spreads may widen.

●

Tax-Efficiency Risk. Redemptions of shares may be effected for cash, rather than in kind, which means that the Fund may need to sell portfolio securities in order to complete an in-cash redemption, and may recognize net gains on these sales. As a result, investments in the shares may be less tax-efficient than investments in ETFs that redeem solely or principally in kind, and the Fund may pay out higher annual capital gain distributions than if the in-kind redemption process was used.

US LARGE / MID CAP CORE ENHANCED ETF | Valuation Risk

Valuation Risk. The sale price the Fund could receive for a security may differ from the Fund’s valuation of the security and may differ from the value used by the Index, particularly for securities that trade in low volume or volatile markets or that are valued using a fair value methodology. The Fund relies on various sources to calculate its NAV. The information may be provided by third parties that are believed to be reliable, but the information may not be accurate due to errors by such pricing sources, technological issues, or otherwise.

US LARGE / MID CAP CORE ENHANCED ETF | Large Shareholder Risk

Large Shareholder Risk. Certain large shareholders, including other funds advised by the Advisor, may from time to time own a substantial amount of the Fund’s shares. The actions by one shareholder or multiple shareholders may have an impact on the Fund and, therefore, indirectly on other shareholders. Shareholder purchase and redemption activity may affect the per share amount of the Fund’s distributions of its net investment income and net realized capital gains, if any, thereby affecting the tax burden on the Fund’s shareholders subject to federal income tax. To the extent a larger shareholder (including, for example, an affiliated fund that operates as a fund-of-funds) is permitted to invest in the Fund, the Fund may experience large inflows or outflows of cash from time to time. This activity could magnify these adverse effects on the Fund.

You may lose money by investing in the Fund. There is no guarantee that the Fund will achieve its objective. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

By itself, the Fund does not constitute a complete investment plan and should be considered a long-term investment for investors who can afford to weather changes in the value of their investment.

US LARGE / MID CAP CORE ENHANCED ETF | Risk Lose Money [Member]

You may lose money by investing in the Fund.

US LARGE / MID CAP CORE ENHANCED ETF | Risk Not Insured Depository Institution [Member]

An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

US LARGE / MID CAP CORE ENHANCED ETF | Large-Capitalization Stock Risk

Large-Capitalization Stock Risk. The securities of large-sized companies may underperform the securities of smaller-sized companies or the market as a whole. The growth rate of larger, more established companies may lag those of smaller companies, especially during periods of economic expansion.

US LARGE / MID CAP CORE ENHANCED ETF | Mid-Capitalization Stock Risk

Mid-Capitalization Stock Risk. Mid-sized companies may be subject to a number of risks not associated with larger, more established companies, potentially making their stock prices more volatile and increasing the risk of loss.

US LARGE / MID CAP CORE ENHANCED ETF | Fixed Income Risk

Fixed Income Risk. The value of the Fund’s direct or indirect investments in fixed income securities changes in response to various factors, including, for example, market-related factors (such as changes in interest rates or changes in the risk appetite of investors generally) and changes in the actual or perceived ability of the issuer (or of issuers generally) to meet its (or their) obligations.

US LARGE / MID CAP CORE ENHANCED ETF | Portfolio Turnover Risk

Portfolio Turnover Risk. Higher portfolio turnover ratios resulting from additional purchases and sales of portfolio securities will generally result in higher transaction costs and Fund expenses and may result in more significant distributions of short-term capital gains to investors, which are taxed as ordinary income.

US LARGE / MID CAP CORE ENHANCED ETF | Investment Company Risk

Investment Company Risk. An investment company or similar vehicle (including an ETF) in which the Fund invests may not achieve its investment objective. Underlying investment vehicles are subject to investment Advisory and other expenses, which will be indirectly paid by the Fund. Lack of liquidity in an ETF could result in an ETF being more volatile than the underlying portfolio of securities.

US LARGE / MID CAP CORE ENHANCED ETF | Index/Defensive Positioning Risk

Index/Defensive Positioning Risk. Because the Index’s allocation to cash versus securities is determined at month-end, there is a risk that the Index, and thus the Fund, will not react to changes in market conditions that occur between reallocations, or will react to a short-term market swing that occurs at month end. The Fund will incur transaction costs and potentially adverse tax consequences in the event the Index allocates to cash. There is no guarantee that the Index’s prescribed defensive strategy, if employed, will be successful in minimizing downside market risk.

HIGH DIVIDEND STOCK ETF

High Dividend Stock ETF

INVESTMENT OBJECTIVE

The Fund seeks to provide investment results that track the performance of the Victory US Large Cap High Dividend Volatility Weighted BRI Index before fees and expenses.

FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you may pay if you buy and hold shares (“Shares”) of the Fund. Investors may incur usual or customary brokerage commissions and other charges on their purchases and sales of Shares of the Fund in the secondary market, which are not reflected in the table or the example below.

SHAREHOLDER FEES (fees paid directly from your investment)

Shareholder Fees

HIGH DIVIDEND STOCK ETF

HIGH DIVIDEND STOCK ETF Shares

USD ($)

Shareholder Fees (fees paid directly from your investment) none

ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)

Annual Fund Operating Expenses

HIGH DIVIDEND STOCK ETF

HIGH DIVIDEND STOCK ETF Shares

MANAGEMENT FEES 0.52%

Total Annual Operating Expenses 0.52%

EXAMPLE:

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes that (1) you invest $10,000 in the Fund for the time periods indicated and then sell or continue to hold all of your shares at the end of the period, (2) your investment has a 5% return each year, and (3) the Fund’s operating expenses remain the same. This Example does not take into account the brokerage commissions that you may pay on your purchases and sales of Shares. Although your actual costs may be higher or lower, based upon these assumptions, your costs would be:

Expense Example

Expense Example, with Redemption, 1 Year

Expense Example, with Redemption, 3 Years

Expense Example, with Redemption, 5 Years

Expense Example, with Redemption, 10 Years

HIGH DIVIDEND STOCK ETF | HIGH DIVIDEND STOCK ETF Shares | USD ($) 53 167 291 653

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 will generally indicate higher transaction costs resulting in higher taxes when Shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund’s performance. During the Fund’s most recent fiscal period, the Fund’s portfolio turnover rate was 41% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

The Fund seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of its net assets directly or indirectly in the securities included in the Victory US Large Cap High Dividend Volatility Weighted BRI Index (the “Index” or the “Underlying Index”), an unmanaged, volatility weighted index created by the Sub-Advisor (the “Index Provider”). The Index Provider is not affiliated with the Fund or the Advisor.

The Index Provider combines fundamental criteria with individual security risk control achieved through volatility weighting of individual securities, rather than traditional market-cap weighting. Such a methodology is sometimes referred to as “Smart Beta.” The Index follows a proprietary rules-based methodology, developed by the Fund’s Sub-Advisor, to construct its constituent securities.

The Index is comprised of the largest 100 dividend yielding stocks among the largest U.S. companies by market capitalization from the Victory US Large/Mid Cap Volatility Weighted BRI Index (“Parent Index”). The Parent Index universe begins with the stocks included in the Nasdaq Victory US Large Cap 500 Volatility Weighted Index, a volatility weighted index comprised of the 500 largest U.S. companies by market capitalization with positive earnings over the last twelve months.

The Fund’s Advisor provides the Sub-Advisor with the list of Excluded Securities that do not satisfy the Advisor’s proprietary BRI filtering criteria. The Index Provider then removes the Excluded Securities from the Index.

The 100 highest dividend yielding stocks become the stocks included in the Index and are weighted based on their daily standard deviation (volatility) of daily price changes over the last 180 trading days. Stocks with lower volatility receive a higher weighting and stocks with higher volatility receive a lower weighting.

The Index is reconstituted every April and October (based on information as of the prior month-end) and is adjusted to limit exposure to any particular sector to 25%. As of March 31, 2024, the Index had a market capitalization range from $679.9 million to $613.7 billion.

The Fund will not knowingly invest in Excluded Securities. Excluded Securities are securities issued by any company that is involved in the production or wholesale distribution of alcohol, tobacco, or gambling equipment, gambling enterprises, or which is involved, either directly or indirectly, in abortion or pornography, or promoting anti-family entertainment or non-biblical lifestyles. The Fund also reserves the right to exclude investments, in its best judgment, in other companies whose practices may not fall within the exclusions described above, but can be found offensive to basic, traditional Judeo-Christian values. In the event a company is subsequently discovered to be engaged in a prohibited practice, it will be liquidated at the next re-balancing.

The Fund generally seeks to track the returns of the Index before fees and expenses by employing a replication strategy that seeks to hold all of the stocks in the Index, in approximately the percentages represented by the securities in the index.

PRINCIPAL RISKS OF INVESTING IN THE FUND

PAST PERFORMANCE

The following bar chart and table provide some indication of the risks of investing in the Fund by showing the variability of the Fund’s performance from year to year and by comparing the Fund’s performance to a broad based index index and to the Underlying Index. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.

Performance data for the Fund may be available online at etf.timothyplan.com or by calling (800) 846-7526.

Year-by-year Annual Total Returns (for calendar years ending on December 31)

BEST QUARTER

WorsT QUARTER

Jun-20

Mar-20

16.02%

-28.98%

Average Annual Total Returns (for periods ending on December 31, 2023)

Average Annual Total Returns - HIGH DIVIDEND STOCK ETF

1 Year

3 Years

Since Inception
^[1]

HIGH DIVIDEND STOCK ETF Shares 9.03% 11.08% 8.70%

HIGH DIVIDEND STOCK ETF Shares | After Taxes on Distributions ^[2] 8.43% 10.49% 8.08%

HIGH DIVIDEND STOCK ETF Shares | After Taxes on Distributions and Sales ^[2] 5.72% 8.59% 6.75%

Victory US Large Cap High Dividend Volatility Weighted BRI Index (reflects no deduction for fees, expenses or taxes) ^[3] 9.56% 11.70% 9.27%

HIGH DIVIDEND STOCK ETF-Russell 1000 Value Index (reflects no deduction for fees, expenses or taxes) ^[4] 11.46% 8.86% 8.36%

[1] April 29, 2019

[2] 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. 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-deferred arrangements, such as 401(k) plans or individual retirement accounts.

[3] Victory US Large Cap High Dividend Volatility Weighted BRI Index is an unmanaged, volatility weighted index created by the Fund’s
Sub-Advisor. A volatility weighted index assigns percentage values to each security in the index based on the volatility of that security in the market. More volatile stocks have a lower weighting, and less volatile stocks are assigned a higher weighting. The Index assumes reinvestment of all dividends and distributions and does not reflect any asset-based charges for investment management or other expenses.

[4] The Russell 1000^© Value Index is a is a market-capitalization-weighted index that measures the performance of Russell1000^® Index companies (which consists of the 1,000 largest U.S. companies based on total market capitalization) with lower price-to-book ratios and lower forecasted growth rates.

HIGH DIVIDEND STOCK ETF | Excluded Security Risk

Excluded Security Risk. Because the Index omits Excluded Securities, the Fund may be riskier than other funds that invest in a broader array of securities. BRI may not be successful. Because the Index is reconstituted only at prescribed times during the year, the Fund may temporarily hold securities that do not comply with the BRI filtering criteria if the application of the criteria or the nature of a company’s business changes in between these dates.

HIGH DIVIDEND STOCK ETF | Index Risk

Index Risk. There is no guarantee that the Fund’s investment results will have a high degree of correlation to those of the Underlying Index or that the Fund will achieve its investment objective. Market disruptions and regulatory restrictions could have an adverse effect on the Fund’s ability to adjust its exposure to the required levels in order to track the Underlying Index. Errors in index data, index computations or the construction of the Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the Index Provider for a period of time or at all, which may have an adverse impact on the Fund and its shareholders. Unusual market conditions may cause the Index Provider to postpone a scheduled rebalance, which could cause the Underlying Index to vary from its normal or expected composition.

HIGH DIVIDEND STOCK ETF | Equity Securities Risk

Equity Securities Risk. The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions in the United States or abroad. A company’s earnings or dividends may not increase as expected (or may decline) because of poor management, competitive pressures, reliance on particular suppliers or geographical regions, labor problems or shortages, corporate restructurings, fraudulent disclosures, man-made or natural disasters, military confrontations or wars, terrorism, public health crises, or other events, conditions and factors. Price changes may be temporary or last for extended periods.

HIGH DIVIDEND STOCK ETF | Stock Market Risk

Stock Market Risk. Overall stock market risks may affect the value of the Fund. Domestic and International factors such as political events, war, trade disputes, interest rate levels and other fiscal and monetary policy changes, pandemics and other public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires and floods, may add to instability in world economies and markets generally. The impact of these and other factors may be short-term or may last for extended periods.

HIGH DIVIDEND STOCK ETF | Passive Investment Risk

Passive Investment Risk. The Fund is not actively managed, and the Sub-Advisor does not take defensive positions under any market conditions, including declining markets.

HIGH DIVIDEND STOCK ETF | Calculation Methodology Risk

Calculation Methodology Risk. The Index relies on various sources of information to assess the criteria of issuers included in the Index, including information that may be based on assumptions and estimates. Neither the Fund, the Index Provider, nor the Advisor can offer assurances that the Index’s calculation methodology or sources of information will provide an accurate assessment of included issuers or correct valuation of securities, nor can they guarantee the availability or timeliness of the production of an Index.

HIGH DIVIDEND STOCK ETF | Tracking Error Risk

Tracking Error Risk. The Fund may be subject to tracking error, which is the divergence of the Fund’s performance from its index. Tracking error may occur because of, among other reasons, differences between the securities and other instruments held in the Fund’s portfolio and those included in the Index. This risk may be heightened during times of increased market volatility or other unusual market conditions. Tracking error also may result because the Fund incurs fees and expenses, while the Index does not.

HIGH DIVIDEND STOCK ETF | Exchange-Traded Fund (“ETF”) Structure Risk

Exchange-Traded Fund (“ETF”) Structure Risk. The Fund is structured as an exchange-traded fund (“ETF”) and, as a result, is subject to special risks, including:

●

Not Individually Redeemable. The Fund’s shares are not individually redeemable and may be redeemed by the Fund at its net asset value per share (“NAV”) only in large blocks known as Creation Units. The Fund may incur brokerage costs purchasing enough shares to constitute a Creation Unit. Alternatively, the Fund may redeem your shares by selling them on the secondary market at prevailing market prices.

●

Trading Issues. Trading in shares on the Exchange may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in shares inadvisable, such as extraordinary market volatility. There can be no assurance that shares will continue to meet the listing requirements of the Exchange. There is no guarantee that an

active secondary market will develop for the shares. In stressed market conditions, authorized participants may be unwilling to participate in the creation/redemption process, particularly if the market for shares becomes less liquid in response to deteriorating liquidity in the markets for the Fund’s underlying portfolio holdings, which may lead to widening of bid-ask spreads and differences between the market price of the shares and the underlying value of those shares.

●

Market Price Variance Risk. The market prices of shares will fluctuate in response to changes in NAV and supply and demand for shares and will include a bid-ask spread charged by the exchange specialists, market makers, or other participants that trade the particular security. There may be times when the market price and the NAV vary significantly, particularly in times of market stress. This means that shares may trade at a premium or discount to NAV and bid-ask spreads may widen.

●

Authorized Participants Concentration Risk. A limited number of financial institutions may be responsible for all or a significant portion of the creation and redemption activity for the Fund. If these firms exit the business or are unable or unwilling to process creation and/or redemption orders, shares may trade at a premium or discount to NAV and bid-ask spreads may widen.

●

Tax-Efficiency Risk. Redemptions of shares may be effected for cash, rather than in kind, which means that the Fund may need to sell portfolio securities in order to complete an in-cash redemption, and may recognize net gains on these sales. As a result, investments in the shares may be less tax-efficient than investments in ETFs that redeem solely or principally in kind, and the Fund may pay out higher annual capital gain distributions than if the in-kind redemption process was used.

HIGH DIVIDEND STOCK ETF | Valuation Risk

Valuation Risk. The sale price the Fund could receive for a security may differ from the Fund’s valuation of the security and may differ from the value used by the Index, particularly for securities that trade in low volume or volatile markets or that are valued using a fair value methodology. The Fund relies on various sources to calculate its NAV. The information may be provided by third parties that are believed to be reliable, but the information may not be accurate due to errors by such pricing sources, technological issues, or otherwise.

HIGH DIVIDEND STOCK ETF | Large Shareholder Risk

Large Shareholder Risk. Certain large shareholders, including other funds advised by the Advisor, may from time to time own a substantial amount of the Fund’s shares. The actions by one shareholder or multiple shareholders may have an impact on the Fund and, therefore, indirectly on other shareholders. Shareholder purchase and redemption activity may affect the per share amount of the Fund’s distributions of its net investment income and net realized capital gains, if any, thereby affecting the tax burden on the Fund’s shareholders subject to federal income tax. To the extent a larger shareholder (including, for example, an affiliated fund that operates as a fund-of-funds) is permitted to invest in the Fund, the Fund may experience large inflows or outflows of cash from time to time. This activity could magnify these adverse effects on the Fund.

You may lose money by investing in the Fund. There is no guarantee that the Fund will achieve its objective. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

By itself, the Fund does not constitute a complete investment plan and should be considered a long-term investment for investors who can afford to weather changes in the value of their investment.

HIGH DIVIDEND STOCK ETF | Risk Lose Money [Member]

You may lose money by investing in the Fund.

HIGH DIVIDEND STOCK ETF | Risk Not Insured Depository Institution [Member]

An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

HIGH DIVIDEND STOCK ETF | Large-Capitalization Stock Risk

Large-Capitalization Stock Risk. The securities of large-sized companies may underperform the securities of smaller-sized companies or the market as a whole. The growth rate of larger, more established companies may lag those of smaller companies, especially during periods of economic expansion.

HIGH DIVIDEND STOCK ETF | Mid-Capitalization Stock Risk

Mid-Capitalization Stock Risk. Mid-sized companies may be subject to a number of risks not associated with larger, more established companies, potentially making their stock prices more volatile and increasing the risk of loss.

HIGH DIVIDEND STOCK ETF | Investment Strategy Risk

Investment Strategy Risk. The Fund’s dividend strategy may not be successful. Dividend paying stocks may fall out of favor relative to the overall market. In addition, the Index may not successfully identify companies that meet its objectives.

HIGH DIVIDEND STOCK ENHANCED ETF

High Dividend Stock Enhanced ETF

INVESTMENT OBJECTIVE

The Fund seeks to provide investment results that track the performance of the Victory US Large Cap High Dividend Long/Cash Volatility Weighted BRI Index (the “Index”) before fees and expenses.

FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you may pay if you buy and hold shares (“Shares”) of the Fund. Investors may incur usual or customary brokerage commissions and other charges on their purchases and sales of Shares of the Fund in the secondary market, which are not reflected in the table or the example below.

SHAREHOLDER FEES (fees paid directly from your investment)

Shareholder Fees

HIGH DIVIDEND STOCK ENHANCED ETF

HIGH DIVIDEND STOCK ENHANCED ETF Shares

USD ($)

Shareholder Fees (fees paid directly from your investment) none

ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)

Annual Fund Operating Expenses

HIGH DIVIDEND STOCK ENHANCED ETF

HIGH DIVIDEND STOCK ENHANCED ETF Shares

MANAGEMENT FEES 0.52%

Acquired Fund Fees and Expenses 0.03%

Total Annual Operating Expenses 0.55% ^[1]

[1] Total Annual Operating Expenses don’t agree to the Financial highlights due to acquired fund fees and expenses.

EXAMPLE:

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes that (1) you invest $10,000 in the Fund for the time periods indicated and then sell or continue to hold all of your shares at the end of the period, (2) your investment has a 5% return each year, and (3) the Fund’s operating expenses remain the same. This Example does not take into account the brokerage commissions that you may pay on your purchases and sales of Shares. Although your actual costs may be higher or lower, based upon these assumptions, your costs would be:

Expense Example

Expense Example, with Redemption, 1 Year

Expense Example, with Redemption, 3 Years

Expense Example, with Redemption, 5 Years

Expense Example, with Redemption, 10 Years

HIGH DIVIDEND STOCK ENHANCED ETF | HIGH DIVIDEND STOCK ENHANCED ETF Shares | USD ($) 56 175 305 684

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 will generally indicate higher transaction costs resulting in higher taxes when Shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund’s performance. During the Fund’s most recent fiscal year, the Fund’s portfolio turnover rate was 209% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

The Fund seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of its net assets directly or indirectly in the securities included in the Victory US Large Cap High Dividend Long/Cash Volatility Weighted BRI Index (the “Index” or the “Underlying Index”), an unmanaged, volatility weighted index created by the Sub-Advisor (the “Index Provider”). The Index Provider is not affiliated with the Fund or the Advisor.

The Index Provider combines fundamental criteria with individual security risk control achieved through volatility weighting of individual securities. In accordance with a rules-based mathematical formula, the Index tactically reduces its exposure to the equity markets during periods of significant market decline and reallocates to stocks when market prices have further declined or rebounded. The term “Long/Cash” in the Fund’s name refers to a feature of the Index that is designed to enhance risk-adjusted returns while attempting to minimize downside market risk through defensive positioning, as described below.

The Index is comprised of the highest 100 dividend yielding stocks included in the Victory US Large/Mid Cap Volatility Weighted BRI Index (“Parent Index”). The Parent Index universe begins with the stocks included in the Nasdaq Victory US Large Cap 500 Volatility Weighted Index, a volatility weighted index comprised of the 500 largest U.S. companies by market capitalization with positive earnings across the last twelve months.

The Fund’s Advisor provides the Sub-Advisor with the list of Excluded Securities that do not satisfy the Advisor’s proprietary BRI filtering criteria. The Index Provider then removes the Excluded Securities from the Parent Index.

The 100 highest dividend yielding stocks included in the Index are weighted based on their daily standard deviation (volatility) of daily price changes over the last 180 trading days. Stocks with lower volatility receive a higher weighting and stocks with higher volatility receive a lower weighting.

The Fund will not knowingly invest in Excluded Securities. Excluded Securities are securities issued by any company that is involved in the production or wholesale distribution of alcohol, tobacco, or gambling equipment, gambling enterprises, or which is involved, either directly or indirectly, in abortion or pornography, or promoting anti-family entertainment or non-biblical lifestyles. The Fund also reserves the right to exclude investments, in its best judgment, in other companies whose practices may not fall within the exclusions described above, but can be found offensive to basic, traditional Judeo-Christian values. In the event a company is subsequently discovered to be engaged in a prohibited practice, it will be liquidated at the next re-balancing.

The Index is reconstituted every April and October (based on information as of the prior month-end) and is adjusted to limit exposure to any particular sector to 25%. As of March 31, 2024, the Index had a market capitalization range from $679.9 million to $613.7 billion.

The Index utilizes the following index construction process designed to limit risk during periods of significant
(non-normal) market decline by reducing its exposure to the equity market by allocating a portion of the Index to cash or cash equivalents. Market decline is measured at month-end by reference to the Victory US Large Cap High Dividend Volatility Weighted BRI Index (“Reference Index”), which is composed of similar securities as the Index but without any allocation to cash or cash equivalents.

A “significant market decline” means a decline of 8% or more from the Reference Index’s all-time daily high closing value compared to its most recent month-end closing value, during which, the Index’s exposure to the equity market may be as low as 25% depending on the magnitude and duration of such decline.

During a period of significant market decline that is 8% or more but less than 16% (the “initial trigger point”), the Index will allocate 75% of the stocks included in the Index to cash or cash equivalents, with the remaining 25% consisting of stocks included in the Reference Index.

The Index will reallocate all or a portion of its cash or cash equivalents to stocks when the Reference Index reaches certain additional trigger points, measured at a subsequent month-end, as follows:

●

The Index will return to being 100% allocated to stocks if the subsequent month-end closing value of the stocks in the Reference Index returns to a level that is less than the initial trigger point.

●

If the Reference Index declines by 16% or more but less than 24% from its all-time daily high closing value as measured at a subsequent month-end, the Index will reallocate an additional 25% to the stocks in the Reference Index at their current securities weightings and the Index will then be 50% allocated to stocks included in the Reference Index.

●

If the Reference Index declines by 24% or more but less than 32% from its all-time daily high closing value as measured at a subsequent month-end, the Index will reallocate another 25% to the stocks of the Reference Index at their current securities weighting and the Index will then be 75% allocated to stocks included in the Reference Index.

●

If the Reference Index declines by 32% or more from its all-time daily high closing value as measured at a subsequent month-end, the Index will reallocate the remaining 25% to the stocks in the Reference Index at their current securities weighting. At this point, the Index will be 100% allocated to stocks included in the Reference Index.

The Index will make any prescribed allocations to cash in accordance with the mathematical formula only at month end. In the event that it does, the Fund will experience higher portfolio turnover and incur additional transaction costs.

During any periods of significant market decline, when the Index’s exposure to the market is less than 100%, the Fund will invest the cash portion dictated by the Index in 30-day U.S. Treasury bills or in money market mutual funds that primarily invest in short-term U.S. Treasury obligations.

While the Fund generally seeks to track the returns of the Index before fees and expenses by employing a replication strategy that seeks to hold all the stocks in the Index, at times the Fund may pursue its investment objective by investing in the Index securities indirectly by investing all or a portion of its assets in another investment company advised by the Advisor, including an exchange-traded fund (“ETF”), that seeks to track the Index or the Reference Index.

PRINCIPAL RISKS OF INVESTING IN THE FUND

PAST PERFORMANCE

The following bar chart and table provide some indication of the risks of investing in the Fund by showing the variability of the Fund’s performance from year to year and by comparing the Fund’s performance to a broad based index index and to the Underlying Index. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.

Performance data for the Fund may be available online at etf.timothyplan.com or by calling (800) 846-7526.

Year-by-year Annual Total Returns (for calendar years ending on December 31)

BEST QUARTER

WorsT QUARTER

Dec-22

Jun-22

5.80%

-9.26%

Average Annual Total Returns (for periods ending on December 31, 2023)

Average Annual Total Returns - HIGH DIVIDEND STOCK ENHANCED ETF

1 Year

Since Inception
^[1]

HIGH DIVIDEND STOCK ENHANCED ETF Shares (1.17%) (1.62%)

HIGH DIVIDEND STOCK ENHANCED ETF Shares | After Taxes on Distributions ^[2] (1.74%) (2.20%)

HIGH DIVIDEND STOCK ENHANCED ETF Shares | After Taxes on Distributions and Sales ^[2] (0.26%) (1.21%)

Victory US Large Cap High Dividend Volatility Weighted BRI Index (reflects no deduction for fees, expenses or taxes) ^[3] (1.26%) (1.46%)

HIGH DIVIDEND STOCK ENHANCED ETF-Russell 1000 Value Index (reflects no deduction for fees, expenses or taxes) ^[4] 11.46% 3.87%

[1] July 28, 2021

[2] 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. 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-deferred arrangements, such as 401(k) plans or individual retirement accounts.

[3] Victory US Large Cap High Dividend Volatility Weighted BRI Index is an unmanaged, volatility weighted index created by the Fund’s Sub-Advisor. A volatility weighted index assigns percentage values to each security in the index based on the volatility of that security in the market. More volatile stocks have a lower weighting, and less volatile stocks are assigned a higher weighting. The Index assumes reinvestment of all dividends and distributions and does not reflect any asset-based charges for investment management or other expenses.

[4] The Russell 1000© Value Index is a is a market-capitalization-weighted index that measures the performance of Russell1000^® Index companies (which consists of the 1,000 largest U.S. companies based on total market capitalization) with lower price-to-book ratios and lower forecasted growth rates.

HIGH DIVIDEND STOCK ENHANCED ETF | Excluded Security Risk

Excluded Security Risk. Because the Index omits Excluded Securities, the Fund may be riskier than other funds that invest in a broader array of securities. BRI may not be successful. Because the Index is reconstituted only at prescribed times during the year, the Fund may temporarily hold securities that do not comply with the BRI filtering criteria if the application of the criteria or the nature of a company’s business changes in between these dates.

HIGH DIVIDEND STOCK ENHANCED ETF | Index Risk

Index Risk. There is no guarantee that the Fund’s investment results will have a high degree of correlation to those of the Underlying Index or that the Fund will achieve its investment objective. Market disruptions and regulatory restrictions could have an adverse effect on the Fund’s ability to adjust its exposure to the required levels in order to track the Underlying Index. Errors in index data, index computations or the construction of the Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the Index Provider for a period of

time or at all, which may have an adverse impact on the Fund and its shareholders. Unusual market conditions may cause the Index Provider to postpone a scheduled rebalance, which could cause the Underlying Index to vary from its normal or expected composition.

HIGH DIVIDEND STOCK ENHANCED ETF | Equity Securities Risk

Equity Securities Risk. The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions in the United States or abroad. A company’s earnings or dividends may not increase as expected (or may decline) because of poor management, competitive pressures, reliance on particular suppliers or geographical regions, labor problems or shortages, corporate restructurings, fraudulent disclosures, man-made or natural disasters, military confrontations or wars, terrorism, public health crises, or other events, conditions and factors. Price changes may be temporary or last for extended periods.

HIGH DIVIDEND STOCK ENHANCED ETF | Stock Market Risk

Stock Market Risk. Overall stock market risks may affect the value of the Fund. Domestic and International factors such as political events, war, trade disputes, interest rate levels and other fiscal and monetary policy changes, pandemics and other public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires and floods, may add to instability in world economies and markets generally. The impact of these and other factors may be short-term or may last for extended periods.

HIGH DIVIDEND STOCK ENHANCED ETF | Passive Investment Risk

Passive Investment Risk. The Fund is not actively managed, and the Sub-Advisor does not take defensive positions under any market conditions, including declining markets.

HIGH DIVIDEND STOCK ENHANCED ETF | Calculation Methodology Risk

Calculation Methodology Risk. The Index relies on various sources of information to assess the criteria of issuers included in the Index, including information that may be based on assumptions and estimates. Neither the Fund, the Index Provider, nor the Advisor can offer assurances that the Index’s calculation methodology or sources of information will provide an accurate assessment of included issuers or correct valuation of securities, nor can they guarantee the availability or timeliness of the production of an Index.

HIGH DIVIDEND STOCK ENHANCED ETF | Tracking Error Risk

Tracking Error Risk. The Fund may be subject to tracking error, which is the divergence of the Fund’s performance from its index. Tracking error may occur because of, among other reasons, differences between the securities and other instruments held in the Fund’s portfolio and those included in the Index. This risk may be heightened during times of increased market volatility or other unusual market conditions. Tracking error also may result because the Fund incurs fees and expenses, while the Index does not.

HIGH DIVIDEND STOCK ENHANCED ETF | Exchange-Traded Fund (“ETF”) Structure Risk

Exchange-Traded Fund (“ETF”) Structure Risk. The Fund is structured as an exchange-traded fund (“ETF”) and, as a result, is subject to special risks, including:

●

Not Individually Redeemable. The Fund’s shares are not individually redeemable and may be redeemed by the Fund at its net asset value per share (“NAV”) only in large blocks known as Creation Units. The Fund may incur brokerage costs purchasing enough shares to constitute a Creation Unit. Alternatively, the Fund may redeem your shares by selling them on the secondary market at prevailing market prices.

●

Trading Issues. Trading in shares on the Exchange may be halted due to market conditions or for reasons that, in the

view of the Exchange, make trading in shares inadvisable, such as extraordinary market volatility. There can be no assurance that shares will continue to meet the listing requirements of the Exchange. There is no guarantee that an active secondary market will develop for the shares. In stressed market conditions, authorized participants may be unwilling to participate in the creation/redemption process, particularly if the market for shares becomes less liquid in response to deteriorating liquidity in the markets for the Fund’s underlying portfolio holdings, which may lead to widening of bid-ask spreads and differences between the market price of the shares and the underlying value of those shares.

●

Market Price Variance Risk. The market prices of shares will fluctuate in response to changes in NAV and supply and demand for shares and will include a bid-ask spread charged by the exchange specialists, market makers, or other participants that trade the particular security. There may be times when the market price and the NAV vary significantly, particularly in times of market stress. This means that shares may trade at a premium or discount to NAV and bid-ask spreads may widen.

●

Authorized Participants Concentration Risk. A limited number of financial institutions may be responsible for all or a significant portion of the creation and redemption activity for the Fund. If these firms exit the business or are unable or unwilling to process creation and/or redemption orders, shares may trade at a premium or discount to NAV and bid-ask spreads may widen.

●

Tax-Efficiency Risk. Redemptions of shares may be effected for cash, rather than in kind, which means that the Fund may need to sell portfolio securities in order to complete an in-cash redemption, and may recognize net gains on these sales. As a result, investments in the shares may be less tax-efficient than investments in ETFs that redeem solely or principally in kind, and the Fund may pay out higher annual capital gain distributions than if the in-kind redemption process was used.

HIGH DIVIDEND STOCK ENHANCED ETF | Valuation Risk

Valuation Risk. The sale price the Fund could receive for a security may differ from the Fund’s valuation of the security and may differ from the value used by the Index, particularly for securities that trade in low volume or volatile markets or that are valued using a fair value methodology. The Fund relies on various sources to calculate its NAV. The information may be provided by third parties that are believed to be reliable, but the information may not be accurate due to errors by such pricing sources, technological issues, or otherwise.

HIGH DIVIDEND STOCK ENHANCED ETF | Large Shareholder Risk

Large Shareholder Risk. Certain large shareholders, including other funds advised by the Advisor, may from time to time own a substantial amount of the Fund’s shares. The actions by one shareholder or multiple shareholders may have an impact on the Fund and, therefore, indirectly on other shareholders. Shareholder purchase and redemption activity may affect the per share amount of the Fund’s distributions of its net investment income and net realized capital gains, if any, thereby affecting the tax burden on the Fund’s shareholders subject to federal income tax. To the extent a larger shareholder (including, for example, an affiliated fund that operates as a fund-of-funds) is permitted to invest in the Fund, the Fund may experience large inflows or outflows of cash from time to time. This activity could magnify these adverse effects on the Fund.

You may lose money by investing in the Fund. There is no guarantee that the Fund will achieve its objective. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

By itself, the Fund does not constitute a complete investment plan and should be considered a long-term investment for investors who can afford to weather changes in the value of their investment.

HIGH DIVIDEND STOCK ENHANCED ETF | Risk Lose Money [Member]

You may lose money by investing in the Fund.

HIGH DIVIDEND STOCK ENHANCED ETF | Risk Not Insured Depository Institution [Member]

An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

HIGH DIVIDEND STOCK ENHANCED ETF | Large-Capitalization Stock Risk

Large-Capitalization Stock Risk. The securities of large-sized companies may underperform the securities of smaller-sized companies or the market as a whole. The growth rate of larger, more established companies may lag those of smaller companies, especially during periods of economic expansion.

HIGH DIVIDEND STOCK ENHANCED ETF | Mid-Capitalization Stock Risk

Mid-Capitalization Stock Risk. Mid-sized companies may be subject to a number of risks not associated with larger, more established companies, potentially making their stock prices more volatile and increasing the risk of loss.

HIGH DIVIDEND STOCK ENHANCED ETF | Fixed Income Risk

Fixed Income Risk. The value of the Fund’s direct or indirect investments in fixed income securities changes in response to various factors, including, for example, market-related factors (such as changes in interest rates or changes in the risk appetite of investors generally) and changes in the actual or perceived ability of the issuer (or of issuers generally) to meet its (or their) obligations.

HIGH DIVIDEND STOCK ENHANCED ETF | Portfolio Turnover Risk

Portfolio Turnover Risk. Higher portfolio turnover ratios resulting from additional purchases and sales of portfolio securities will generally result in higher transaction costs and Fund expenses and may result in more significant distributions of short-term capital gains to investors, which are taxed as ordinary income.

HIGH DIVIDEND STOCK ENHANCED ETF | Investment Company Risk

Investment Company Risk. An investment company or similar vehicle (including an ETF) in which the Fund invests may not achieve its investment objective. Underlying investment vehicles are subject to investment Advisory and other expenses, which will be indirectly paid by the Fund. Lack of liquidity in an ETF could result in an ETF being more volatile than the underlying portfolio of securities.

HIGH DIVIDEND STOCK ENHANCED ETF | Index/Defensive Positioning Risk

Index/Defensive Positioning Risk. Because the Index’s allocation to cash versus securities is determined at month-end, there is a risk that the Index, and thus the Fund, will not react to changes in market conditions that occur between reallocations or will react to a short-term market swing that occurs at month end. The Fund will incur transaction costs and potentially adverse tax consequences in the event the Index allocates to cash. There is no guarantee that the Index’s prescribed defensive strategy, if employed, will be successful in minimizing downside market risk.

HIGH DIVIDEND STOCK ENHANCED ETF | Investment Strategy Risk

Investment Strategy Risk. The Fund’s dividend strategy may not be successful. Dividend paying stocks may fall out of favor relative to the overall market. In addition, the Index may not successfully identify companies that meet its objectives.

INTERNATIONAL ETF

International ETF

INVESTMENT OBJECTIVE

The Fund seeks to provide investment results that track the performance of the Victory International Volatility Weighted BRI Index before fees and expenses.

FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you may pay if you buy and hold shares (“Shares”) of the Fund. Investors may incur usual or customary brokerage commissions and other charges on their purchases and sales of Shares of the Fund in the secondary market, which are not reflected in the table or the example below.

SHAREHOLDER FEES (fees paid directly from your investment)

Shareholder Fees

INTERNATIONAL ETF

INTERNATIONAL ETF Shares

USD ($)

Shareholder Fees (fees paid directly from your investment) none

ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)

Annual Fund Operating Expenses

INTERNATIONAL ETF

INTERNATIONAL ETF Shares

MANAGEMENT FEES 0.62%

Total Annual Operating Expenses 0.62%

EXAMPLE:

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes that (1) you invest $10,000 in the Fund for the time periods indicated and then sell or continue to hold all of your shares at the end of the period, (2) your investment has a 5% return each year, and (3) the Fund’s operating expenses remain the same. This Example does not take into account the brokerage commissions that you may pay on your purchases and sales of Shares. Although your actual costs may be higher or lower, based upon these assumptions, your costs would be:

Expense Example

Expense Example, with Redemption, 1 Year

Expense Example, with Redemption, 3 Years

Expense Example, with Redemption, 5 Years

Expense Example, with Redemption, 10 Years

INTERNATIONAL ETF | INTERNATIONAL ETF Shares | USD ($) 63 199 346 774

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 will generally indicate higher transaction costs resulting in higher taxes when Shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund’s performance. During the Fund’s most recent fiscal period, the Fund’s portfolio turnover rate was 34% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

The Fund seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of its net assets directly or indirectly in the securities included in the Victory International Volatility Weighted BRI Index (the “Index” or the “Underlying Index”), an unmanaged, volatility weighted index created by the Sub-Advisor (the “Index Provider”). The Index Provider is not affiliated with the Fund or the Advisor.

The Index Provider combines fundamental criteria with individual security risk control achieved through volatility weighting of individual securities, rather than traditional market cap weighting. Such methodology is sometimes referred to as “Smart Beta.” The Index follows a proprietary rules-based methodology, developed by the Sub-Advisor, to construct its constituent securities:

●

The Index universe begins with the stocks included in the Nasdaq Victory International Volatility Weighted Index, a volatility weighted index comprised of the 500 largest publicly traded foreign companies by market capitalization with positive earnings over the last twelve months.

●

The Fund’s Advisor provides the Sub-Advisor with the list of Excluded Securities that do not satisfy the Advisor’s proprietary BRI filtering criteria. The Index Provider then removes the Excluded Securities from the Index.

The Index considers foreign companies to be those that are organized or domiciled in a developed country (excluding the U.S. and emerging markets) and whose stock principally trades on a foreign exchange. Representative developed markets include Canada, France, Germany, Great Britain, Japan, Hong Kong and Australia.

The Index is reconstituted every April and October (based on information as of the prior month-end) and is adjusted to limit exposure to any particular country to 20% and any particular sector to 25%. As of March 31, 2024, the Index had a market capitalization range from $2.8 billion to $365.4 billion (in USD).

The Fund seeks to track the returns of the Index before fees and expenses by employing, under normal circumstances, a “sampling” process to invest in a representative sample of stocks included in the Index. The Fund’s portfolio managers select these stocks using a statistical optimization process designed to produce investment characteristics that closely approximate those of the Index.

The Fund will not knowingly invest in Excluded Securities. Excluded Securities are securities issued by any company that is involved in the production or wholesale distribution of alcohol, tobacco, or gambling equipment, gambling enterprises, or which is involved, either directly or indirectly, in abortion or pornography, or promoting anti-family entertainment or non-biblical lifestyles. The Fund also reserves the right to exclude investments, in its best judgment, in other companies whose practices may not fall within the exclusions described above, but can be found offensive to basic, traditional Judeo-Christian values. In the event a company is subsequently discovered to be engaged in a prohibited practice, it will be liquidated at the next re-balancing.

PRINCIPAL RISKS OF INVESTING IN THE FUND

PAST PERFORMANCE

The following bar chart and table provide some indication of the risks of investing in the Fund by showing the variability of the Fund’s performance from year to year and by comparing the Fund’s performance to a broad based index index and to the Underlying Index. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.

Performance data for the Fund may be available online at etf.timothyplan.com or by calling (800) 846-7526.

Year-by-year Annual Total Returns (for calendar years ending on December 31)

BEST QUARTER

WorsT QUARTER

Dec-22

Mar-20

15.31%

-22.78%

Average Annual Total Returns (for periods ending on December 31, 2023)

Average Annual Total Returns - INTERNATIONAL ETF

1 Year

3 Years

Since Inception
^[1]

INTERNATIONAL ETF Shares 16.41% 1.83% 4.01%

INTERNATIONAL ETF Shares | After Taxes on Distributions ^[2] 16.11% (1.57%) 3.71%

INTERNATIONAL ETF Shares | After Taxes on Distributions and Sales ^[2] 10.54% 1.71% 3.33%

Victory International Volatility Weighted BRI Index (reflects no deduction for fees, expenses or taxes) ^[3] 17.65% 2.41% 4.68%

INTERNATIONAL ETF-Russell 1000 Value Index (3) (reflects no deduction for fees, expenses or taxes) ^[4] 11.46% 8.86% 8.04%

[1] December 2, 2019

[2] 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. 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-deferred arrangements, such as 401(k) plans or individual retirement accounts.

[3] Victory International Volatility Weighted BRI Index is an unmanaged, volatility weighted index created by the Fund’s Sub-Advisor. A volatility weighted index assigns percentage values to each security in the index based on the volatility of that security in the market. More volatile stocks have a lower weighting, and less volatile stocks are assigned a higher weighting. The Index assumes reinvestment of all dividends and distributions and does not reflect any asset-based charges for investment management or other expenses.

[4] MSCI EAFE Index (“Industry Benchmark”) is a free float-adjusted, market capitalization-weighted index that measures the performance of stocks in the developed markets, excluding the United States and Canada.

INTERNATIONAL ETF | Excluded Security Risk

Excluded Security Risk. Because the Index omits Excluded Securities, the Fund may be riskier than other funds that invest in a broader array of securities. BRI may not be successful. Because the Index is reconstituted only at prescribed times during the year, the Fund may temporarily hold securities that do not comply with the BRI filtering criteria if the application of the criteria or the nature of a company’s business changes in between these dates.

INTERNATIONAL ETF | Index Risk

Index Risk. There is no guarantee that the Fund’s investment results will have a high degree of correlation to those of the Underlying Index or that the Fund will achieve its investment objective. Market disruptions and regulatory restrictions could have an adverse effect on the Fund’s ability to adjust its exposure to the required levels in order to track the Underlying Index. Errors in index data, index computations or the construction of the Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the Index Provider for a period of time or at all, which may have an adverse impact on the Fund and its shareholders. Unusual market conditions may cause the Index Provider to postpone a scheduled rebalance, which could cause the Underlying Index to vary from its normal or expected composition.

INTERNATIONAL ETF | Equity Securities Risk

Equity Securities Risk. The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions in the United States or abroad. A company’s earnings or dividends may not increase as expected (or may decline) because of poor management, competitive pressures, reliance on particular suppliers or geographical regions, labor problems or shortages, corporate restructurings, fraudulent disclosures, man-made or natural disasters, military confrontations or wars, terrorism, public health crises, or other events, conditions and factors. Price changes may be temporary or last for extended periods.

INTERNATIONAL ETF | Stock Market Risk

Stock Market Risk. Overall stock market risks may affect the value of the Fund. Domestic and International factors such as political events, war, trade disputes, interest rate levels and other fiscal and monetary policy changes, pandemics and other public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires and floods, may add to instability in world economies and markets generally. The impact of these and other factors may be short-term or may last for extended periods.

INTERNATIONAL ETF | Passive Investment Risk

Passive Investment Risk. The Fund is not actively managed, and the Sub-Advisor does not take defensive positions under any market conditions, including declining markets.

INTERNATIONAL ETF | Calculation Methodology Risk

Calculation Methodology Risk. The Index relies on various sources of information to assess the criteria of issuers included in the Index, including information that may be based on assumptions and estimates. Neither the Fund, the Index Provider, nor the Advisor can offer assurances that the Index’s calculation methodology or sources of information will provide an accurate assessment of included issuers or correct valuation of securities, nor can they guarantee the availability or timeliness of the production of an Index.

INTERNATIONAL ETF | Tracking Error Risk

Tracking Error Risk. The Fund may be subject to tracking error, which is the divergence of the Fund’s performance from its index. Tracking error may occur because of, among other reasons, differences between the securities and other instruments held in the Fund’s portfolio and those included in the Index. This risk may be heightened during times of increased market volatility or other unusual market conditions. Tracking error also may result because the Fund incurs fees and expenses, while the Index does not.

INTERNATIONAL ETF | Exchange-Traded Fund (“ETF”) Structure Risk

Exchange-Traded Fund (“ETF”) Structure Risk. The Fund is structured as an exchange-traded fund (“ETF”) and, as a result, is subject to special risks, including:

●

Not Individually Redeemable. The Fund’s shares are not individually redeemable and may be redeemed by the Fund at its net asset value per share (“NAV”) only in large blocks known as Creation Units. The Fund may incur brokerage costs

purchasing enough shares to constitute a Creation Unit. Alternatively, the Fund may redeem your shares by selling them on the secondary market at prevailing market prices.

●

Trading Issues. Trading in shares on the Exchange may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in shares inadvisable, such as extraordinary market volatility. There can be no assurance that shares will continue to meet the listing requirements of the Exchange. There is no guarantee that an active secondary market will develop for the shares. In stressed market conditions, authorized participants may be unwilling to participate in the creation/redemption process, particularly if the market for shares becomes less liquid in response to deteriorating liquidity in the markets for the Fund’s underlying portfolio holdings, which may lead to widening of bid-ask spreads and differences between the market price of the shares and the underlying value of those shares.

●

Market Price Variance Risk. The market prices of shares will fluctuate in response to changes in NAV and supply and demand for shares and will include a bid-ask spread charged by the exchange specialists, market makers, or other participants that trade the particular security. There may be times when the market price and the NAV vary significantly, particularly in times of market stress. This means that shares may trade at a premium or discount to NAV and bid-ask spreads may widen.

●

International Closed Market Trading Risk. Many of the Fund’s underlying securities trade on foreign exchanges that are closed when the Exchange is open; consequently, events may transpire while such foreign exchanges are closed but the Exchange is open that may change the value of such underlying securities relative to their last quoted prices on such foreign exchanges.

●

Authorized Participants Concentration Risk. A limited number of financial institutions may be responsible for all or a significant portion of the creation and redemption activity for the Fund. If these firms exit the business or are unable or unwilling to process creation and/or redemption orders, shares may trade at a premium or discount to NAV and bid-ask spreads may widen.

●

Tax-Efficiency Risk. Redemptions of shares may be effected for cash, rather than in kind, which means that the Fund may need to sell portfolio securities in order to complete an in-cash redemption, and may recognize net gains on these sales. As a result, investments in the shares may be less tax-efficient than investments in ETFs that redeem solely or principally in kind, and the Fund may pay out higher annual capital gain distributions than if the in-kind redemption process was used.

INTERNATIONAL ETF | Valuation Risk

Valuation Risk. The sale price the Fund could receive for a security may differ from the Fund’s valuation of the security and may differ from the value used by the Index, particularly for securities that trade in low volume or volatile markets or that are valued using a fair value methodology. The Fund relies on various sources to calculate its NAV. The information may be provided by third parties that are believed to be reliable, but the information may not be accurate due to errors by such pricing sources, technological issues, or otherwise.

INTERNATIONAL ETF | Large Shareholder Risk

Large Shareholder Risk. Certain large shareholders, including other funds advised by the Advisor, may from time to time own a substantial amount of the Fund’s shares. The actions by one shareholder or multiple shareholders may have an impact on the Fund and, therefore, indirectly on other shareholders. Shareholder purchase and redemption activity may affect the per share amount of the Fund’s distributions of its net investment income and net realized capital gains, if any, thereby affecting the tax burden on the Fund’s shareholders subject to federal income tax. To the extent a larger shareholder (including, for example, an affiliated fund that operates as a fund-of-funds) is permitted to invest in the Fund, the Fund may experience large inflows or outflows of cash from time to time. This activity could magnify these adverse effects on the Fund.

You may lose money by investing in the Fund. There is no guarantee that the Fund will achieve its objective. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

By itself, the Fund does not constitute a complete investment plan and should be considered a long-term investment for investors who can afford to weather changes in the value of their investment.

INTERNATIONAL ETF | Risk Lose Money [Member]

You may lose money by investing in the Fund.

INTERNATIONAL ETF | Risk Not Insured Depository Institution [Member]

An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

INTERNATIONAL ETF | Foreign Securities Risk

Foreign Securities Risk. Foreign securities (including depositary receipts) are subject to political, regulatory, and economic risks not present in domestic investments. Foreign securities could be affected by factors not present in the U.S., including expropriation, confiscation of property, and difficulties in enforcing contracts. Compared to U.S. companies, there generally is less publicly available information about foreign companies and there may be less governmental regulation and supervision of foreign companies. Foreign securities generally experience more volatility than their domestic counterparts.

Depositary receipts may have additional risks, including creditworthiness of the depositary bank and the risk of an illiquid market. In addition, to the extent investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund. Fluctuations in the exchange rates between the U.S. dollar and foreign currencies, currency exchange control regulations, and restrictions or prohibitions on the repatriation of foreign currencies may negatively affect an investment.

INTERNATIONAL ETF | Sampling Risk

Sampling Risk. The Fund’s use of a representative sampling approach, if used, could result in it holding a smaller number of securities than are in the Index. As a result, an adverse development with an issuer or a small number of issuers of securities held by the Fund could result in a greater decline in NAV than would be the case if the Fund held all of the securities in the Index. To the extent the assets in the Fund are smaller, these risks will be greater.

MARKET NEUTRAL ETF

Market Neutral ETF

INVESTMENT OBJECTIVE

The Fund investment objective is high current income and low correlation to stocks and bonds. Low correlation means limiting exposure to stock market risk.

FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you may pay if you buy and hold shares (“Shares”) of the Fund. Investors may incur usual or customary brokerage commissions and other charges on their purchases and sales of Shares of the Fund in the secondary market, which are not reflected in the table or the example below.

SHAREHOLDER FEES (fees paid directly from your investment)

Shareholder Fees

MARKET NEUTRAL ETF

MARKET NEUTRAL ETF Shares

USD ($)

Shareholder Fees (fees paid directly from your investment) none

ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)

Annual Fund Operating Expenses

MARKET NEUTRAL ETF

MARKET NEUTRAL ETF Shares

MANAGEMENT FEES 0.65%

Total Annual Operating Expenses 0.65%

EXAMPLE:

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes that (1) you invest $10,000 in the Fund for the time periods indicated and then sell or continue to hold all of your shares at the end of the period, (2) your investment has a 5% return each year, and (3) the Fund’s operating expenses remain the same. This Example does not take into account the brokerage commissions that you may pay on your purchases and sales of Shares. Although your actual costs may be higher or lower, based upon these assumptions, your costs would be:

Expense Example

Expense Example, with Redemption, 1 Year

Expense Example, with Redemption, 3 Years

Expense Example, with Redemption, 5 Years

Expense Example, with Redemption, 10 Years

MARKET NEUTRAL ETF | MARKET NEUTRAL ETF Shares | USD ($) 66 208 362 810

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 will generally indicate higher transaction costs resulting in higher taxes when Shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund’s performance. During the Fund’s most recent fiscal period, the Fund’s portfolio turnover rate was 112% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

The Fund pursues its investment objective by implementing a proprietary, “market neutral” investment strategy designed to seek income from its investments while maintaining a low correlation to the foreign and domestic equity and bond markets. The Fund will be actively managed, meaning that the Sub-Advisor may make changes to the Fund’s portfolio at any time.

A Market Neutral strategy seeks to generate returns that are independent and uncorrelated to the market action of equity and fixed income markets. It accomplishes this by seeking to minimize or eliminate beta (the portfolio’s volatility in relation to movements in the market). The Timothy Plan Market Neutral ETF seeks to neutralize the equity market exposure (beta) from its long positions in dividend paying stocks as closely/completely as practicable using offsetting long and short positions in broad equity index futures. The primary component of residual return (i.e., the return after attempting to neutralize stock performance) is designed to be the income derived from those dividend paying stocks.

While generally the Fund’s investments will be broadly invested over a number of sectors, it is possible that the Fund’s investment strategy may result in an emphasis on certain sectors or sub-sectors of the market at any given time.

The Fund seeks both high income and low correlation to stocks and bonds. Inherent in the low correlation to stocks, the Fund seeks to minimize the volatility associated with investing in stocks.

The Fund uses a multi-strategy approach. First, it seeks income from long positions in foreign and domestic dividend producing equity securities of any market capitalization size that satisfy the Advisor’s proprietary BRI filtering criteria. Second, the Fund seeks to offset market risk by selling short high-correlating equity index futures contracts*, such as the S&P 500^® Index, or Russell 2000^®, or exchange-traded funds (“ETFs”) that track such indexes.

The Fund may own foreign currency denominated equities which trade on foreign exchanges. The Fund may also own depository receipts (i.e., ADRs, GDRs). In order to facilitate and by way of investment in these securities, the Fund may own foreign currency as well.

The Fund seeks to offset the remaining market risk by investing in long futures positions in the Nasdaq-100 Index and short futures positions in the S&P 500^® Index, or use similar strategies the Sub-Advisor deems appropriate and necessary under current market conditions.

As an alternative to investing directly in equity securities, the Fund can invest in them indirectly by investing in one or more investment companies (including ETFs) advised by the Sub-Advisor that are designed to track the Victory High Dividend Volatility Weighted BRI Index. The Victory US High Dividend Volatility Weighted BRI Index (the “Index”), is an unmanaged, volatility weighted index created by the Sub-Advisor (the “Index Provider”). The Index Provider is not affiliated with the Fund or the Advisor.

The Index Provider combines fundamental criteria with individual security risk control achieved through volatility weighting of individual securities, rather than traditional market-cap weighting. Such a methodology is sometimes referred to as “Smart Beta.” The Index follows a proprietary rules-based methodology, developed by the Fund’s Sub-Advisor, to construct its constituent securities.

The Fund will not knowingly invest in Excluded Securities. Excluded Securities are securities issued by any company that is involved in the production or wholesale distribution of alcohol, tobacco, or gambling equipment, gambling enterprises, or which is involved, either directly or indirectly, in abortion or pornography, or promoting anti-family entertainment or

*

Futures contracts are based on the value of the index to which they relate and do not invest in the individual securities that make up the particular index. Even though index futures don’t actually buy securities, the index upon which they are based includes and tracks Excluded Securities.

non-biblical lifestyles. In the event a company is subsequently discovered to be engaged in a prohibited practice, it will be liquidated at the next re-balancing. In the event a company is subsequently discovered to be engaged in a prohibited practice, it will be liquidated as soon as reasonably practical.

The Fund will not invest in non-affiliated investment company shares.

PRINCIPAL RISKS OF INVESTING IN THE FUND

PAST PERFORMANCE

Performance information for the Fund is not included because the Fund has not completed a full calendar year of operations as of the date of this Prospectus (the Fund commenced trading on January 24, 2024). When such information is included, this section will provide some indication of the risks of investing in the Fund by showing changes in the Fund’s performance history from year to year and showing how the Fund’s average annual total returns compare with those of a broad measure of market performance. Although past performance of the Fund is no guarantee of how it will perform in the future, historical performance may give you some indication of the risks of investing in the Fund.

Performance data for the Fund may be available online at etf.timothyplan.com or by calling (800) 846-7526.

MARKET NEUTRAL ETF | Equity Securities Risk

Equity Securities Risk. The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions in the United States or abroad. A company’s earnings or dividends may not increase as expected (or may decline) because of poor management, competitive pressures, reliance on particular suppliers or geographical regions, labor problems or shortages, corporate restructurings, fraudulent disclosures, man-made or natural disasters, military confrontations or wars, terrorism, public health crises, or other events, conditions and factors. Price changes may be temporary or last for extended periods.

MARKET NEUTRAL ETF | Stock Market Risk

Stock Market Risk. Overall stock market risks may affect the value of the Fund. Domestic and International factors such as political events, war, trade disputes, interest rate levels and other fiscal and monetary policy changes, pandemics and other public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires and floods, may add to instability in world economies and markets generally. The impact of these and other factors may be short-term or may last for extended periods.

MARKET NEUTRAL ETF | Liquidity Risk

Liquidity Risk. In stressed market conditions, the market for the Fund’s shares may become less liquid.

MARKET NEUTRAL ETF | Calculation Methodology Risk

Calculation Methodology Risk. The Index relies on various sources of information to assess the criteria of issuers included in the Index, including information that may be based on assumptions and estimates. Neither the Fund, the Index Provider, nor the Advisor can offer assurances that the Index’s calculation methodology or sources of information will provide an accurate assessment of included issuers or correct valuation of securities, nor can they guarantee the availability or timeliness of the production of an Index.

MARKET NEUTRAL ETF | Exchange-Traded Fund (“ETF”) Structure Risk

Exchange-Traded Fund (“ETF”) Structure Risk. The Fund is structured as an exchange-traded fund (“ETF”) and, as a result, is subject to special risks, including:

●

Not Individually Redeemable. The Fund’s shares are not individually redeemable and may be redeemed by the Fund at its net asset value per share (“NAV”) only in large blocks known as Creation Units. The Fund may incur brokerage costs purchasing enough shares to constitute a Creation Unit. Alternatively, the Fund may redeem your shares by selling them on the secondary market at prevailing market prices.

●

Trading Issues. Trading in shares on the Exchange may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in shares inadvisable, such as extraordinary market volatility. There can be no assurance that shares will continue to meet the listing requirements of the Exchange. There is no guarantee that an active secondary market will develop for the shares. In stressed market conditions, authorized participants may be unwilling to participate in the creation/redemption process, particularly if the market for shares becomes less liquid in response to deteriorating liquidity in the markets for the Fund’s underlying portfolio holdings, which may lead to widening of bid-ask spreads and differences between the market price of the shares and the underlying value of those shares.

●

Market Price Variance Risk. The market prices of shares will fluctuate in response to changes in NAV and supply and demand for shares and will include a bid-ask spread charged by the exchange specialists, market makers, or other participants that trade the particular security. There may be times when the market price and the NAV vary

significantly, particularly in times of market stress. This means that shares may trade at a premium or discount to NAV and bid-ask spreads may widen.

●

International Closed Market Trading Risk. Many of the Fund’s underlying securities trade on foreign exchanges that are closed when the Exchange is open; consequently, events may transpire while such foreign exchanges are closed but the Exchange is open that may change the value of such underlying securities relative to their last quoted prices on such foreign exchanges

●

Authorized Participants Concentration Risk. A limited number of financial institutions may be responsible for all or a significant portion of the creation and redemption activity for the Fund. If these firms exit the business or are unable or unwilling to process creation and/or redemption orders, shares may trade at a premium or discount to NAV and bid-ask spreads may widen.

●

Tax-Efficiency Risk. Redemptions of shares may be effected for cash, rather than in kind, which means that the Fund may need to sell portfolio securities in order to complete an in-cash redemption, and may recognize net gains on these sales. As a result, investments in the shares may be less tax-efficient than investments in ETFs that redeem solely or principally in kind, and the Fund may pay out higher annual capital gain distributions than if the in-kind redemption process was used.

MARKET NEUTRAL ETF | Valuation Risk

Valuation Risk. The sale price the Fund could receive for a security may differ from the Fund’s valuation of the security and may differ from the value used by the Index, particularly for securities that trade in low volume or volatile markets or that are valued using a fair value methodology. The Fund relies on various sources to calculate its NAV. The information may be provided by third parties that are believed to be reliable, but the information may not be accurate due to errors by such pricing sources, technological issues, or otherwise.

MARKET NEUTRAL ETF | Large Shareholder Risk

Large Shareholder Risk. Certain large shareholders, including other funds advised by the Advisor, may from time to time own a substantial amount of the Fund’s shares. The actions by one shareholder or multiple shareholders may have an impact on the Fund and, therefore, indirectly on other shareholders. Shareholder purchase and redemption activity may affect the per share amount of the Fund’s distributions of its net investment income and net realized capital gains, if any, thereby affecting the tax burden on the Fund’s shareholders subject to federal income tax. To the extent a larger shareholder (including, for example, an affiliated fund that operates as a fund-of-funds) is permitted to invest in the Fund, the Fund may experience large inflows or outflows of cash from time to time. This activity could magnify these adverse effects on the Fund.

You may lose money by investing in the Fund. There is no guarantee that the Fund will achieve its objective. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

By itself, the Fund does not constitute a complete investment plan and should be considered a long-term investment for investors who can afford to weather changes in the value of their investment.

MARKET NEUTRAL ETF | Risk Lose Money [Member]

You may lose money by investing in the Fund.

MARKET NEUTRAL ETF | Risk Not Insured Depository Institution [Member]

An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

MARKET NEUTRAL ETF | Large-Capitalization Stock Risk

Large-Capitalization Stock Risk. The securities of large-sized companies may underperform the securities of smaller-sized companies or the market as a whole. The growth rate of larger, more established companies may lag those of smaller companies, especially during periods of economic expansion.

MARKET NEUTRAL ETF | Investment Company Risk

Investment Company Risk. An investment company or similar vehicle (including an ETF) in which the Fund invests may not achieve its investment objective. Underlying investment vehicles are subject to investment Advisory and other expenses, which will be indirectly paid by the Fund. A lack of liquidity in an ETF could result in an ETF being more volatile than the underlying portfolio of securities.

MARKET NEUTRAL ETF | Foreign Securities Risk

Foreign Securities Risk. Foreign securities (including depositary receipts) are subject to political, regulatory, and economic risks not present in domestic investments. Foreign securities could be affected by factors not present in the U.S., including expropriation, confiscation of property, and difficulties in enforcing contracts. Compared to U.S. companies, there generally is less publicly available information about foreign companies and there may be less governmental regulation and supervision of foreign companies. Foreign securities generally experience more volatility than their domestic counterparts. Depositary receipts may have additional risks, including creditworthiness of the depositary bank and the risk of an illiquid market. In addition, to the extent investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund. Fluctuations in the exchange rates between the U.S. dollar and foreign currencies, currency exchange control regulations, and restrictions or prohibitions on the repatriation of foreign currencies may negatively affect an investment.

MARKET NEUTRAL ETF | Smaller-Capitalization Stock Risk

Smaller-Capitalization Stock Risk. Small- and mid-capitalization companies are subject to a number of risks not associated with larger, more established companies, potentially making their stock prices more volatile and increasing the risk of loss. Smaller companies may have limited markets, product lines, or financial resources and lack management experience and may experience higher failure rates than larger companies.

MARKET NEUTRAL ETF | BRI Excluded Securities Risk

BRI Excluded Securities Risk. Because the Fund may not invest in BRI filtered Excluded Securities, the Fund may be riskier than other funds that invest in a broader array of securities. BRI screening may not assist the Fund to achieve its investment objectives.

MARKET NEUTRAL ETF | Price Risk

Price Risk. ETF market prices may deviate from the BRI Excluded Security Risk. Because the Fund may not invest in BRI filtered Excluded Securities, the Fund may be riskier than other funds that invest in a broader array of securities. BRI screening may not assist the Fund to achieve its investment objectives.

MARKET NEUTRAL ETF | Active Market Risk

Active Market Risk. An active trading market for the Fund’s shares may not develop or be maintained. In times of market stress, market makers and/or Authorized Participants may step away from their roles, which may result in wider bid/ask spreads and variances between the market price of the Fund’s shares and the underlying value of those shares.

MARKET NEUTRAL ETF | Sector Risk

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

MARKET NEUTRAL ETF | Investment Style Risk

Investment Style Risk. Different types of investment styles, for example growth or value, tend to perform differently and shift into and out of favor with investors depending on changes in market and economic sentiment and conditions. As a result, the Fund’s performance may at times be worse than the performance of other funds that invest more broadly or that have different investment styles.

MARKET NEUTRAL ETF | Derivatives Risk

Derivatives Risk. Derivative instruments and strategies, including futures and selling securities short, may not perfectly replicate direct investment in the security. Derivatives also entail exposure to counterparty credit risk, the risk of mispricing or improper valuation, and the risk that small price movements can result in substantial gains or losses.

●

Futures Contracts Risk. The Fund’s use of futures contracts exposes the Fund to leverage and tracking risks because a small investment in futures contracts may produce large losses and futures contracts may not be perfect substitutes for securities.

●

Hedging Risk. Hedging is a strategy in which the Fund uses a derivative to offset the risks associated with other Fund holdings. There can be no assurance that the Fund’s hedging strategy will reduce risk or that hedging transactions will be either available or cost effective. The Fund is not required to use hedging and may choose not to do so.

●

Leverage Risk. Using futures contracts to increase the Fund’s combined long and short exposure creates leverage, which can magnify the Fund’s potential for gain or loss and, therefore, amplify the effects of market volatility on the Fund’s share price.

MARKET NEUTRAL ETF | Management Risk

Management Risk. The portfolio manager may not execute the Fund’s principal investment strategy effectively. Please see “The Sub-Advisor” section of the prospectus for a discussion of the Sub-Advisor’s experience in managing funds.

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Document Type dei_DocumentType 485BPOS

Document Period End Date dei_DocumentPeriodEndDate Dec. 31, 2023

Entity Registrant Name dei_EntityRegistrantName THE TIMOTHY PLAN

Entity Central Index Key dei_EntityCentralIndexKey 0000916490

Entity Inv Company Type dei_EntityInvCompanyType N-1A

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Document Creation Date dei_DocumentCreationDate May 01, 2024

Document Effective Date dei_DocumentEffectiveDate May 01, 2024

Prospectus Date rr_ProspectusDate May 01, 2024

US SMALL CAP CORE ETF

Prospectus [Line Items] rr_ProspectusLineItems

Risk/Return [Heading] rr_RiskReturnHeading US Small Cap Core ETF

Objective [Heading] rr_ObjectiveHeading INVESTMENT OBJECTIVE

Objective, Primary [Text Block] rr_ObjectivePrimaryTextBlock
The Fund seeks to provide investment results that track the performance of the Victory US Small Cap Volatility Weighted BRI Index before fees and expenses.

Expense [Heading] rr_ExpenseHeading FEES AND EXPENSES OF THE FUND

Expense Narrative [Text Block] rr_ExpenseNarrativeTextBlock
This table describes the fees and expenses that you may pay if you buy and hold shares (“Shares”) of the Fund. Investors may incur usual or customary brokerage commissions and other charges on their purchases and sales of Shares of the Fund in the secondary market, which are not reflected in the table or the example below.

Shareholder Fees Caption [Text] rr_ShareholderFeesCaption SHAREHOLDER FEES (fees paid directly from your investment)

Operating Expenses Caption [Text] rr_OperatingExpensesCaption ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)

Portfolio Turnover [Heading] rr_PortfolioTurnoverHeading PORTFOLIO TURNOVER

Portfolio Turnover [Text Block] rr_PortfolioTurnoverTextBlock
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover will generally indicate higher transaction costs resulting in higher taxes when Shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund’s performance. During the Fund’s most recent fiscal year, the Fund’s portfolio turnover rate was 60% of the average value of its portfolio.

Portfolio Turnover, Rate rr_PortfolioTurnoverRate 60.00%

Expense Example [Heading] rr_ExpenseExampleHeading EXAMPLE:

Expense Example Narrative [Text Block] rr_ExpenseExampleNarrativeTextBlock
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes that (1) you invest $10,000 in the Fund for the time periods indicated and then sell or continue to hold all of your shares at the end of the period, (2) your investment has a 5% return each year, and (3) the Fund’s operating expenses remain the same. This Example does not take into account the brokerage commissions that you may pay on your purchases and sales of Shares. Although your actual costs may be higher or lower, based upon these assumptions, your costs would be:

Strategy [Heading] rr_StrategyHeading PRINCIPAL INVESTMENT STRATEGIES

Strategy Narrative [Text Block] rr_StrategyNarrativeTextBlock
The Fund seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of its net assets directly or indirectly in the securities included in the Victory US Small Cap Volatility Weighted BRI Index (the “Index” or the “Underlying Index”) , an unmanaged, volatility weighted index created by the Fund’s Sub-Advisor (the “Index Provider”). The Index Provider is not affiliated with the Fund or the Advisor.

The Index Provider combines fundamental criteria with individual security risk control achieved through volatility weighting of individual securities, rather than traditional market-cap weighting. Such a methodology is sometimes referred to as “Smart Beta.” The Index follows a proprietary rules-based methodology developed by the Fund’s Sub-Advisor, to construct its constituent securities.

The Index universe begins with the stocks included in the Nasdaq Victory US Small Cap 500 Volatility Weighted Index, a volatility weighted index comprised of the 500 largest U.S. companies with the bottom 10% by market capitalization as represented by NASDAQ US Small Cap Index (NQUSS) with positive earnings over the last twelve months.

The Fund’s Advisor provides the Sub-Advisor with the list of Excluded Securities that do not satisfy the Advisor’s proprietary BRI filtering criteria. The Index Provider then removes the Excluded Securities from the Parent Index.

The Index is reconstituted every April and October (based on information as of the prior month-end) and is adjusted to limit exposure to any particular sector to 25%. As of March 31, 2024, the Index had a market capitalization range from $ $358.4 million to $56.5 billion.

The Fund will not knowingly invest in Excluded Securities. Excluded Securities are securities issued by any company that is involved in the production or wholesale distribution of alcohol, tobacco, or gambling equipment, gambling enterprises, or which is involved, either directly or indirectly, in abortion or pornography, or promoting anti-family entertainment or non-biblical lifestyles. The Fund also reserves the right to exclude investments, in its best judgment, in other companies whose practices may not fall within the exclusions described above, but can be found offensive to basic, traditional Judeo-Christian values. In the event a company is subsequently discovered to be engaged in a prohibited practice, it will be liquidated at the next re-balancing.

The Fund generally seeks to track the returns of the Index before fees and expenses by employing a replication strategy that seeks to hold all of the stocks in the Index. A replication strategy means that the Fund seeks to hold all of the securities included in its index, in approximately the percentages represented by the securities in the index.

Risk [Heading] rr_RiskHeading PRINCIPAL RISKS OF INVESTING IN THE FUND

Bar Chart and Performance Table [Heading] rr_BarChartAndPerformanceTableHeading PAST PERFORMANCE

Performance Narrative [Text Block] rr_PerformanceNarrativeTextBlock
The following bar chart and table provide some indication of the risks of investing in the Fund by showing the variability of the Fund’s performance from year to year and by comparing the Fund’s performance to a broad based index and to the Underlying Index. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.

Performance data for the Fund may be available online at etf.timothyplan.com or by calling (800) 846-7526.

Performance Information Illustrates Variability of Returns [Text] rr_PerformanceInformationIllustratesVariabilityOfReturns The following bar chart and table provide some indication of the risks of investing in the Fund by showing the variability of the Fund’s performance from year to year and by comparing the Fund’s performance to a broad based index and to the Underlying Index.

Performance Availability Phone [Text] rr_PerformanceAvailabilityPhone (800) 846-7526

Performance Availability Website Address [Text] rr_PerformanceAvailabilityWebSiteAddress etf.timothyplan.com

Performance Past Does Not Indicate Future [Text] rr_PerformancePastDoesNotIndicateFuture The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.

Bar Chart [Heading] rr_BarChartHeading Year-by-year Annual Total Returns (for calendar years ending on December 31)

Bar Chart Closing [Text Block] rr_BarChartClosingTextBlock

BEST QUARTER

WorsT QUARTER

Dec-20

Mar-20

31.26%

-32.52%

Performance Table Heading rr_PerformanceTableHeading Average Annual Total Returns (for periods ending on December 31, 2023)

Performance Table Uses Highest Federal Rate rr_PerformanceTableUsesHighestFederalRate 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.

Performance Table Not Relevant to Tax Deferred rr_PerformanceTableNotRelevantToTaxDeferred After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

US SMALL CAP CORE ETF | Victory US Small Cap Volatility Weighted BRI Index (reflects no deduction for fees, expenses or taxes)

Prospectus [Line Items] rr_ProspectusLineItems

1 Year rr_AverageAnnualReturnYear01 18.36% ^[1]

Since Inception rr_AverageAnnualReturnSinceInception 11.13% ^[1],[2]

US SMALL CAP CORE ETF | Russell 2000 Index (reflects no deduction for fees, expenses or taxes)

Prospectus [Line Items] rr_ProspectusLineItems

1 Year rr_AverageAnnualReturnYear01 16.93% ^[3]

Since Inception rr_AverageAnnualReturnSinceInception 7.28% ^[2],[3]

US SMALL CAP CORE ETF | Small Company Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Small Company Risk. Small company stocks present above-average risks. This means that when stock prices decline overall, the Portfolio may decline more than a broad-based securities market index. These companies usually offer a smaller range of products and services than larger companies. They may also have limited financial resources and may lack management depth. As a result, stocks issued by smaller companies tend to be less liquid and fluctuate in value more than the stocks of larger, more established companies.

US SMALL CAP CORE ETF | Excluded Security Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Excluded Security Risk. Because the Index omits Excluded Securities, the Fund may be riskier than other funds that invest in a broader array of securities. BRI may not be successful. Because the Index is reconstituted only at prescribed times during the year, the Fund may temporarily hold securities that do not comply with the BRI filtering criteria if the application of the criteria or the nature of a company’s business changes in between these dates.

US SMALL CAP CORE ETF | Index Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Index Risk. There is no guarantee that the Fund’s investment results will have a high degree of correlation to those of the Underlying Index or that the Fund will achieve its investment objective. Market disruptions and regulatory restrictions could have an adverse effect on the Fund’s ability to adjust its exposure to the required levels in order to track the Underlying Index. Errors in index data, index computations or the construction of the Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the Index Provider for a period of time or at all, which may have an adverse impact on the Fund and its shareholders. Unusual market conditions may cause the Index Provider to postpone a scheduled rebalance, which could cause the Underlying Index to vary from its normal or expected composition.

US SMALL CAP CORE ETF | Equity Securities Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Equity Securities Risk. The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions in the United States or abroad. A company’s earnings or dividends may not increase as expected (or may decline) because of poor management, competitive pressures, reliance on particular suppliers or geographical regions, labor problems or shortages, corporate restructurings, fraudulent disclosures, man-made or natural disasters, military confrontations or wars, terrorism, public health crises, or other events, conditions and factors. Price changes may be temporary or last for extended periods.

US SMALL CAP CORE ETF | Stock Market Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Stock Market Risk. Overall stock market risks may affect the value of the Fund. Domestic and International factors such as political events, war, trade disputes, interest rate levels and other fiscal and monetary policy changes, pandemics and other public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires and floods, may add to instability in world economies and markets generally. The impact of these and other factors may be short-term or may last for extended periods.

US SMALL CAP CORE ETF | Liquidity Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Liquidity Risk. In certain circumstances, such as the disruption of the orderly markets for the investments in which the Fund invests, the Fund might not be able to dispose of certain holdings quickly or at prices that represent true market value in the judgment of the Sub-Advisor. Markets for the investments in which the Fund invests may be disrupted by a number of events, including but not limited to economic crises, natural disasters, new legislation, or regulatory changes, and may prevent the Fund from limiting losses, realizing gains or achieving a high correlation with the Index.

US SMALL CAP CORE ETF | Passive Investment Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Passive Investment Risk. The Fund is not actively managed, and the Sub-Advisor does not take defensive positions under any market conditions, including declining markets.

US SMALL CAP CORE ETF | Calculation Methodology Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Calculation Methodology Risk. The Index relies on various sources of information to assess the criteria of issuers included in the Index, including information that may be based on assumptions and estimates. Neither the Fund, the Index Provider, nor the Advisor can offer assurances that the Index’s calculation methodology or sources of information will provide an accurate assessment of included issuers or correct valuation of securities, nor can they guarantee the availability or timeliness of the production of an Index.

US SMALL CAP CORE ETF | Tracking Error Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Tracking Error Risk. The Fund may be subject to tracking error, which is the divergence of the Fund’s performance from its index. Tracking error may occur because of, among other reasons, differences between the securities and other instruments held in the Fund’s portfolio and those included in the Index. This risk may be heightened during times of increased market volatility or other unusual market conditions. Tracking error also may result because the Fund incurs fees and expenses, while the Index does not.

US SMALL CAP CORE ETF | Exchange-Traded Fund (“ETF”) Structure Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Exchange-Traded Fund (“ETF”) Structure Risk. The Fund is structured as an exchange-traded fund (“ETF”) and, as a result, is subject to special risks, including:

●

Not Individually Redeemable. The Fund’s shares are not individually redeemable and may be redeemed by the Fund at its net asset value per share (“NAV”) only in large blocks known as Creation Units. The Fund may incur brokerage costs purchasing enough shares to constitute a Creation Unit. Alternatively, the Fund may redeem your shares by selling them on the secondary market at prevailing market prices.

●

Trading Issues. Trading in shares on the Exchange may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in shares inadvisable, such as extraordinary market volatility. There can be no assurance that shares will continue to meet the listing requirements of the Exchange. There is no guarantee that an active secondary

market will develop for the shares. In stressed market conditions, authorized participants may be unwilling to participate in the creation/redemption process, particularly if the market for shares becomes less liquid in response to deteriorating liquidity in the markets for the Fund’s underlying portfolio holdings, which may lead to widening of bid-ask spreads and differences between the market price of the shares and the underlying value of those shares.

●

Market Price Variance Risk. The market prices of shares will fluctuate in response to changes in NAV and supply and demand for shares and will include a bid-ask spread charged by the exchange specialists, market makers, or other participants that trade the particular security. There may be times when the market price and the NAV vary significantly, particularly in times of market stress. This means that shares may trade at a premium or discount to NAV and bid-ask spreads may widen.

●

Authorized Participants Concentration Risk. A limited number of financial institutions may be responsible for all or a significant portion of the creation and redemption activity for the Fund. If these firms exit the business or are unable or unwilling to process creation and/or redemption orders, shares may trade at a premium or discount to NAV and bid-ask spreads may widen.

●

Tax-Efficiency Risk. Redemptions of shares may be effected for cash, rather than in kind, which means that the Fund may need to sell portfolio securities in order to complete an in-cash redemption, and may recognize net gains on these sales. As a result, investments in the shares may be less tax-efficient than investments in ETFs that redeem solely or principally in kind, and the Fund may pay out higher annual capital gain distributions than if the in-kind redemption process was used.

US SMALL CAP CORE ETF | Valuation Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Valuation Risk. The sale price the Fund could receive for a security may differ from the Fund’s valuation of the security and may differ from the value used by the Index, particularly for securities that trade in low volume or volatile markets or that are valued using a fair value methodology. The Fund relies on various sources to calculate its NAV. The information may be provided by third parties that are believed to be reliable, but the information may not be accurate due to errors by such pricing sources, technological issues, or otherwise.

US SMALL CAP CORE ETF | Large Shareholder Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Large Shareholder Risk. Certain large shareholders, including other funds advised by the Advisor, may from time to time own a substantial amount of the Fund’s shares. The actions by one shareholder or multiple shareholders may have an impact on the Fund and, therefore, indirectly on other shareholders. Shareholder purchase and redemption activity may affect the per share amount of the Fund’s distributions of its net investment income and net realized capital gains, if any, thereby affecting the tax burden on the Fund’s shareholders subject to federal income tax. To the extent a larger shareholder (including, for example, an affiliated fund that operates as a fund-of-funds) is permitted to invest in the Fund, the Fund may experience large inflows or outflows of cash from time to time. This activity could magnify these adverse effects on the Fund.

You may lose money by investing in the Fund. There is no guarantee that the Fund will achieve its objective. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

By itself, the Fund does not constitute a complete investment plan and should be considered a long-term investment for investors who can afford to weather changes in the value of their investment.

US SMALL CAP CORE ETF | Risk Lose Money [Member]

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock You may lose money by investing in the Fund.

US SMALL CAP CORE ETF | Risk Not Insured Depository Institution [Member]

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

US SMALL CAP CORE ETF | US SMALL CAP CORE ETF Shares

Prospectus [Line Items] rr_ProspectusLineItems

Trading Symbol dei_TradingSymbol TPSC

Shareholder Fee, Other rr_ShareholderFeeOther none

Management Fees (as a percentage of Assets) rr_ManagementFeesOverAssets 0.52%

Expenses (as a percentage of Assets) rr_ExpensesOverAssets 0.52%

Expense Example, with Redemption, 1 Year rr_ExpenseExampleYear01 $ 53

Expense Example, with Redemption, 3 Years rr_ExpenseExampleYear03 167

Expense Example, with Redemption, 5 Years rr_ExpenseExampleYear05 291

Expense Example, with Redemption, 10 Years rr_ExpenseExampleYear10 $ 653

Annual Return 2020 rr_AnnualReturn2020 9.99%

Annual Return 2021 rr_AnnualReturn2021 29.62%

Annual Return 2022 rr_AnnualReturn2022 (13.45%)

Annual Return 2023 rr_AnnualReturn2023 17.64%

Highest Quarterly Return, Label rr_HighestQuarterlyReturnLabel BEST QUARTER

Highest Quarterly Return, Date rr_BarChartHighestQuarterlyReturnDate Dec. 31, 2020

Highest Quarterly Return rr_BarChartHighestQuarterlyReturn 31.26%

Lowest Quarterly Return, Label rr_LowestQuarterlyReturnLabel WorsT QUARTER

Lowest Quarterly Return, Date rr_BarChartLowestQuarterlyReturnDate Mar. 31, 2020

Lowest Quarterly Return rr_BarChartLowestQuarterlyReturn (32.52%)

1 Year rr_AverageAnnualReturnYear01 17.64%

Since Inception rr_AverageAnnualReturnSinceInception 10.46% ^[2]

US SMALL CAP CORE ETF | US SMALL CAP CORE ETF Shares | After Taxes on Distributions

Prospectus [Line Items] rr_ProspectusLineItems

1 Year rr_AverageAnnualReturnYear01 17.32% ^[4]

Since Inception rr_AverageAnnualReturnSinceInception 10.15% ^[2],[4]

US SMALL CAP CORE ETF | US SMALL CAP CORE ETF Shares | After Taxes on Distributions and Sales

Prospectus [Line Items] rr_ProspectusLineItems

1 Year rr_AverageAnnualReturnYear01 10.64% ^[4]

Since Inception rr_AverageAnnualReturnSinceInception 8.19% ^[2],[4]

US LARGE / MID CAP CORE ETF

Prospectus [Line Items] rr_ProspectusLineItems

Risk/Return [Heading] rr_RiskReturnHeading US Large / Mid Cap Core ETF

Objective [Heading] rr_ObjectiveHeading INVESTMENT OBJECTIVE

Objective, Primary [Text Block] rr_ObjectivePrimaryTextBlock
The Fund seeks to provide investment results that track the performance of the Victory US Large/Mid Cap Volatility Weighted BRI Index before fees and expenses.

Expense [Heading] rr_ExpenseHeading FEES AND EXPENSES OF THE FUND

Expense Narrative [Text Block] rr_ExpenseNarrativeTextBlock
This table describes the fees and expenses that you may pay if you buy and hold shares (“Shares”) of the Fund. Investors may incur usual or customary brokerage commissions and other charges on their purchases and sales of Shares of the Fund in the secondary market, which are not reflected in the table or the example below.

Shareholder Fees Caption [Text] rr_ShareholderFeesCaption SHAREHOLDER FEES (fees paid directly from your investment)

Operating Expenses Caption [Text] rr_OperatingExpensesCaption ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)

Portfolio Turnover [Heading] rr_PortfolioTurnoverHeading PORTFOLIO TURNOVER

Portfolio Turnover [Text Block] rr_PortfolioTurnoverTextBlock
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover will generally indicate higher transaction costs resulting in higher taxes when Shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund’s performance. During the Fund’s most recent fiscal year, the Fund’s portfolio turnover rate was 30% of the average value of its portfolio.

Portfolio Turnover, Rate rr_PortfolioTurnoverRate 30.00%

Expense Example [Heading] rr_ExpenseExampleHeading EXAMPLE:

Expense Example Narrative [Text Block] rr_ExpenseExampleNarrativeTextBlock
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes that (1) you invest $10,000 in the Fund for the time periods indicated and then sell or continue to hold all of your shares at the end of the period, (2) your investment has a 5% return each year, and (3) the Fund’s operating expenses remain the same. This Example does not take into account the brokerage commissions that you may pay on your purchases and sales of Shares. Although your actual costs may be higher or lower, based upon these assumptions, your costs would be:

Strategy [Heading] rr_StrategyHeading PRINCIPAL INVESTMENT STRATEGIES

Strategy Narrative [Text Block] rr_StrategyNarrativeTextBlock
The Fund seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of its net assets directly or indirectly in the securities included in the Victory US Large Cap Volatility Weighted BRI Index (the “Index” or the “Underlying Index”), an unmanaged, volatility weighted index created by the Sub-Advisor (the “Index Provider”). The Index Provider is not affiliated with the Fund or the Advisor.

The Index Provider combines fundamental criteria with individual security risk control achieved through volatility weighting of individual securities, rather than traditional market-cap weighting. Such a methodology is sometimes referred to as “Smart Beta.” The Index follows a proprietary rules-based methodology, developed by the Sub-Advisor, to construct its constituent securities.

The Index universe begins with the stocks included in the Nasdaq Victory US Large Cap 500 Volatility Weighted Index, a volatility weighted index comprised of the 500 largest U.S. companies by market capitalization with positive earnings over the last twelve months.

The Fund’s Advisor provides the Sub-Advisor with the list of Excluded Securities that do not satisfy the Advisor’s proprietary BRI filtering criteria. The Index Provider then removes the Excluded Securities from the Index.

The Index is reconstituted every April and October (based on information as of the prior month-end) and is adjusted to limit exposure to any particular sector to 25%. As of March 31, 2024, the Index had a market capitalization range from $679.9 million to $2.2 trillion.

The Fund will not knowingly invest in Excluded Securities. Excluded Securities are securities issued by any company that is involved in the production or wholesale distribution of alcohol, tobacco, or gambling equipment, gambling enterprises, or which is involved, either directly or indirectly, in abortion or pornography, or promoting anti-family entertainment or non-biblical lifestyles. The Fund also reserves the right to exclude investments, in its best judgment, in other companies whose practices may not fall within the exclusions described above, but can be found offensive to basic, traditional Judeo-Christian values. In the event a company is subsequently discovered to be engaged in a prohibited practice, it will be liquidated at the next re-balancing.

The Fund generally seeks to track the returns of the Index before fees and expenses by employing a replication strategy that seeks to hold all of the stocks in the Index, in approximately the percentages represented by the securities in the Index.

Risk [Heading] rr_RiskHeading PRINCIPAL RISKS OF INVESTING IN THE FUND

Bar Chart and Performance Table [Heading] rr_BarChartAndPerformanceTableHeading PAST PERFORMANCE

Performance Narrative [Text Block] rr_PerformanceNarrativeTextBlock
The following bar chart and table provide some indication of the risks of investing in the Fund by showing the variability of the Fund’s performance from year to year and by comparing the Fund’s performance to a broad based index index and to the Underlying Index. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.

Performance data for the Fund may be available online at etf.timothyplan.com or by calling (800) 846-7526.

Performance Information Illustrates Variability of Returns [Text] rr_PerformanceInformationIllustratesVariabilityOfReturns The following bar chart and table provide some indication of the risks of investing in the Fund by showing the variability of the Fund’s performance from year to year and by comparing the Fund’s performance to a broad based index index and to the Underlying Index.

Performance Availability Phone [Text] rr_PerformanceAvailabilityPhone (800) 846-7526

Performance Availability Website Address [Text] rr_PerformanceAvailabilityWebSiteAddress etf.timothyplan.com

Performance Past Does Not Indicate Future [Text] rr_PerformancePastDoesNotIndicateFuture The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.

Bar Chart [Heading] rr_BarChartHeading Year-by-year Annual Total Returns (for calendar years ending on December 31)

Bar Chart Closing [Text Block] rr_BarChartClosingTextBlock

BEST QUARTER

WorsT QUARTER

Jun-20

Mar-20

20.54%

-24.00%

Performance Table Heading rr_PerformanceTableHeading Average Annual Total Returns (for periods ending on December 31, 2023)

Performance Table Uses Highest Federal Rate rr_PerformanceTableUsesHighestFederalRate 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.

Performance Table Not Relevant to Tax Deferred rr_PerformanceTableNotRelevantToTaxDeferred After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

US LARGE / MID CAP CORE ETF | Victory US Large/Mid Cap Volatility Weighted BRI Index (reflects no deduction for fees, expenses or taxes)

Prospectus [Line Items] rr_ProspectusLineItems

1 Year rr_AverageAnnualReturnYear01 15.93% ^[5]

Since Inception rr_AverageAnnualReturnSinceInception 10.98% ^[5],[6]

US LARGE / MID CAP CORE ETF | S&P 500 Index (reflects no deduction for fees, expenses or taxes)

Prospectus [Line Items] rr_ProspectusLineItems

1 Year rr_AverageAnnualReturnYear01 26.29% ^[7]

Since Inception rr_AverageAnnualReturnSinceInception 12.77% ^[6],[7]

US LARGE / MID CAP CORE ETF | Excluded Security Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Excluded Security Risk. Because the Index omits Excluded Securities, the Fund may be riskier than other funds that invest in a broader array of securities. BRI may not be successful. Because the Index is reconstituted only at prescribed times during the year, the Fund may temporarily hold securities that do not comply with the BRI filtering criteria if the application of the criteria or the nature of a company’s business changes in between these dates.

US LARGE / MID CAP CORE ETF | Index Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Index Risk. There is no guarantee that the Fund’s investment results will have a high degree of correlation to those of the Underlying Index or that the Fund will achieve its investment objective. Market disruptions and regulatory restrictions could have an adverse effect on the Fund’s ability to adjust its exposure to the required levels in order to track the Underlying Index. Errors in index data, index computations or the construction of the Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the Index Provider for a period of time or at all, which may have an adverse impact on the Fund and its shareholders. Unusual market conditions may cause the Index Provider to postpone a scheduled rebalance, which could cause the Underlying Index to vary from its normal or expected composition.

US LARGE / MID CAP CORE ETF | Equity Securities Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Equity Securities Risk. The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions in the United States or abroad. A company’s earnings or dividends may not increase as expected (or may decline) because of poor management, competitive pressures, reliance on particular suppliers or geographical regions, labor problems or shortages, corporate restructurings, fraudulent disclosures, man-made or natural disasters, military confrontations or wars, terrorism, public health crises, or other events, conditions and factors. Price changes may be temporary or last for extended periods.

US LARGE / MID CAP CORE ETF | Stock Market Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Stock Market Risk. Overall stock market risks may affect the value of the Fund. Domestic and International factors such as political events, war, trade disputes, interest rate levels and other fiscal and monetary policy changes, pandemics and other public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires and floods, may add to instability in world economies and markets generally. The impact of these and other factors may be short-term or may last for extended periods.

US LARGE / MID CAP CORE ETF | Passive Investment Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Passive Investment Risk. The Fund is not actively managed, and the Sub-Advisor does not take defensive positions under any market conditions, including declining markets.

US LARGE / MID CAP CORE ETF | Calculation Methodology Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Calculation Methodology Risk. The Index relies on various sources of information to assess the criteria of issuers included in the Index, including information that may be based on assumptions and estimates. Neither the Fund, the Index Provider, nor the Advisor can offer assurances that the Index’s calculation methodology or sources of information will provide an accurate assessment of included issuers or correct valuation of securities, nor can they guarantee the availability or timeliness of the production of an Index.

US LARGE / MID CAP CORE ETF | Tracking Error Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Tracking Error Risk. The Fund may be subject to tracking error, which is the divergence of the Fund’s performance from its index. Tracking error may occur because of, among other reasons, differences between the securities and other instruments held in the Fund’s portfolio and those included in the Index. This risk may be heightened during times of increased market volatility or other unusual market conditions. Tracking error also may result because the Fund incurs fees and expenses, while the Index does not.

US LARGE / MID CAP CORE ETF | Exchange-Traded Fund (“ETF”) Structure Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Exchange-Traded Fund (“ETF”) Structure Risk. The Fund is structured as an exchange-traded fund (“ETF”) and, as a result is subject to special risks, including:

●

Not Individually Redeemable. The Fund’s shares are not individually redeemable and may be redeemed by the Fund at its net asset value per share (“NAV”) only in large blocks known as Creation Units. The Fund may incur brokerage costs purchasing enough shares to constitute a Creation Unit. Alternatively, the Fund may redeem your shares by selling them on the secondary market at prevailing market prices.

●

Trading Issues. Trading in shares on the Exchange may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in shares inadvisable, such as extraordinary market volatility. There can be no assurance that shares will continue to meet the listing requirements of the Exchange. There is no guarantee that an active secondary market will develop for the shares. In stressed market conditions, authorized participants may be unwilling to participate in the creation/redemption process, particularly if the market for shares becomes less liquid in response to deteriorating liquidity in the markets for the Fund’s underlying portfolio holdings, which may lead to widening of bid-ask spreads and differences between the market price of the shares and the underlying value of those shares.

●

Market Price Variance Risk. The market prices of shares will fluctuate in response to changes in NAV and supply and demand for shares and will include a bid-ask spread charged by the exchange specialists, market makers, or other participants that trade the particular security. There may be times when the market price and the NAV vary significantly, particularly in times of market stress. This means that shares may trade at a premium or discount to NAV and bid-ask spreads may widen.

●

Authorized Participants Concentration Risk. A limited number of financial institutions may be responsible for all or a significant portion of the creation and redemption activity for the Fund. If these firms exit the business or are unable or unwilling to process creation and/or redemption orders, shares may trade at a premium or discount to NAV and bid-ask spreads may widen.

●

Tax-Efficiency Risk. Redemptions of shares may be effected for cash, rather than in kind, which means that the Fund may need to sell portfolio securities in order to complete an in-cash redemption, and may recognize net gains on these sales. As a result, investments in the shares may be less tax-efficient than investments in ETFs that redeem solely or principally in kind, and the Fund may pay out higher annual capital gain distributions than if the in-kind redemption process was used.

US LARGE / MID CAP CORE ETF | Valuation Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Valuation Risk. The sale price the Fund could receive for a security may differ from the Fund’s valuation of the security and may differ from the value used by the Index, particularly for securities that trade in low volume or volatile markets or that are valued using a fair value methodology. The Fund relies on various sources to calculate its NAV. The information may be provided by third parties that are believed to be reliable, but the information may not be accurate due to errors by such pricing sources, technological issues, or otherwise.

US LARGE / MID CAP CORE ETF | Large Shareholder Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Large Shareholder Risk. Certain large shareholders, including other funds advised by the Advisor, may from time to time own a substantial amount of the Fund’s shares. The actions by one shareholder or multiple shareholders may have an impact on the Fund and, therefore, indirectly on other shareholders. Shareholder purchase and redemption activity may affect the per share amount of the Fund’s distributions of its net investment income and net realized capital gains, if any, thereby affecting the tax burden on the Fund’s shareholders subject to federal income tax. To the extent a larger shareholder (including, for example, an affiliated fund that operates as a fund-of-funds) is permitted to invest in the Fund, the Fund may experience large inflows or outflows of cash from time to time. This activity could magnify these adverse effects on the Fund.

You may lose money by investing in the Fund. There is no guarantee that the Fund will achieve its objective. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

By itself, the Fund does not constitute a complete investment plan and should be considered a long-term investment for investors who can afford to weather changes in the value of their investment.

US LARGE / MID CAP CORE ETF | Risk Lose Money [Member]

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock You may lose money by investing in the Fund.

US LARGE / MID CAP CORE ETF | Risk Not Insured Depository Institution [Member]

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

US LARGE / MID CAP CORE ETF | Large-Capitalization Stock Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Large-Capitalization Stock Risk. The securities of large-sized companies may underperform the securities of smaller-sized companies or the market as a whole. The growth rate of larger, more established companies may lag those of smaller companies, especially during periods of economic expansion.

US LARGE / MID CAP CORE ETF | Mid-Capitalization Stock Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Mid-Capitalization Stock Risk. Mid-sized companies may be subject to a number of risks not associated with larger, more established companies, potentially making their stock prices more volatile and increasing the risk of loss.

US LARGE / MID CAP CORE ETF | US LARGE / MID CAP CORE ETF Shares

Prospectus [Line Items] rr_ProspectusLineItems

Trading Symbol dei_TradingSymbol TPLC

Shareholder Fee, Other rr_ShareholderFeeOther none

Management Fees (as a percentage of Assets) rr_ManagementFeesOverAssets 0.52%

Expenses (as a percentage of Assets) rr_ExpensesOverAssets 0.52%

Expense Example, with Redemption, 1 Year rr_ExpenseExampleYear01 $ 53

Expense Example, with Redemption, 3 Years rr_ExpenseExampleYear03 167

Expense Example, with Redemption, 5 Years rr_ExpenseExampleYear05 291

Expense Example, with Redemption, 10 Years rr_ExpenseExampleYear10 $ 653

Annual Return 2020 rr_AnnualReturn2020 14.67%

Annual Return 2021 rr_AnnualReturn2021 25.82%

Annual Return 2022 rr_AnnualReturn2022 (12.48%)

Annual Return 2023 rr_AnnualReturn2023 15.30%

Highest Quarterly Return, Label rr_HighestQuarterlyReturnLabel BEST QUARTER

Highest Quarterly Return, Date rr_BarChartHighestQuarterlyReturnDate Jun. 30, 2020

Highest Quarterly Return rr_BarChartHighestQuarterlyReturn 20.54%

Lowest Quarterly Return, Label rr_LowestQuarterlyReturnLabel WorsT QUARTER

Lowest Quarterly Return, Date rr_BarChartLowestQuarterlyReturnDate Mar. 31, 2020

Lowest Quarterly Return rr_BarChartLowestQuarterlyReturn (24.00%)

1 Year rr_AverageAnnualReturnYear01 15.30%

Since Inception rr_AverageAnnualReturnSinceInception 10.39% ^[6]

US LARGE / MID CAP CORE ETF | US LARGE / MID CAP CORE ETF Shares | After Taxes on Distributions

Prospectus [Line Items] rr_ProspectusLineItems

1 Year rr_AverageAnnualReturnYear01 15.04% ^[8]

Since Inception rr_AverageAnnualReturnSinceInception 10.15% ^[6],[8]

US LARGE / MID CAP CORE ETF | US LARGE / MID CAP CORE ETF Shares | After Taxes on Distributions and Sales

Prospectus [Line Items] rr_ProspectusLineItems

1 Year rr_AverageAnnualReturnYear01 9.22% ^[8]

Since Inception rr_AverageAnnualReturnSinceInception 8.19% ^[6],[8]

US LARGE / MID CAP CORE ENHANCED ETF

Prospectus [Line Items] rr_ProspectusLineItems

Risk/Return [Heading] rr_RiskReturnHeading US Large / Mid Cap Core Enhanced ETF

Objective [Heading] rr_ObjectiveHeading INVESTMENT OBJECTIVE

Objective, Primary [Text Block] rr_ObjectivePrimaryTextBlock
The Fund seeks to provide investment results that track the performance of Victory US Large/Mid Cap Long/Cash Volatility Weighted BRI Index before fees and expenses.

Expense [Heading] rr_ExpenseHeading FEES AND EXPENSES OF THE FUND

Expense Narrative [Text Block] rr_ExpenseNarrativeTextBlock
This table describes the fees and expenses that you may pay if you buy and hold shares (“Shares”) of the Fund. Investors may incur usual or customary brokerage commissions and other charges on their purchases and sales of Shares of the Fund in the secondary market, which are not reflected in the table or the example below.

Shareholder Fees Caption [Text] rr_ShareholderFeesCaption SHAREHOLDER FEES (fees paid directly from your investment)

Operating Expenses Caption [Text] rr_OperatingExpensesCaption ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)

Portfolio Turnover [Heading] rr_PortfolioTurnoverHeading PORTFOLIO TURNOVER

Portfolio Turnover [Text Block] rr_PortfolioTurnoverTextBlock
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover will generally indicate higher transaction costs resulting in higher taxes when Shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund’s performance. During the Fund’s most recent fiscal year, the Fund’s portfolio turnover rate was 302% of the average value of its portfolio.

Portfolio Turnover, Rate rr_PortfolioTurnoverRate 302.00%

Expenses Not Correlated to Ratio Due to Acquired Fund Fees [Text] rr_ExpensesNotCorrelatedToRatioDueToAcquiredFundFees Total Annual Operating Expenses don’t agree to the Financial highlights due to acquired fund fees and expenses.

Expense Example [Heading] rr_ExpenseExampleHeading EXAMPLE:

Expense Example Narrative [Text Block] rr_ExpenseExampleNarrativeTextBlock
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes that (1) you invest $10,000 in the Fund for the time periods indicated and then sell or continue to hold all of your shares at the end of the period, (2) your investment has a 5% return each year, and (3) the Fund’s operating expenses remain the same. This Example does not take into account the brokerage commissions that you may pay on your purchases and sales of Shares. Although your actual costs may be higher or lower, based upon these assumptions, your costs would be:

Strategy [Heading] rr_StrategyHeading PRINCIPAL INVESTMENT STRATEGIES

Strategy Narrative [Text Block] rr_StrategyNarrativeTextBlock
The Fund seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of its net assets directly or indirectly in the securities included in the Victory US Large/Mid Cap Long/Cash Volatility Weighted BRI Index (the “Index” or the “Underlying Index”), an unmanaged, volatility weighted index created by the Sub-Advisor (the “Index Provider”). The Index Provider is not affiliated with the Fund or the Advisor.

The Index Provider combines fundamental criteria with individual security risk control achieved through volatility weighting of individual securities.

In accordance with a rules-based formula, the Index tactically reduces its exposure to the equity markets during periods of significant market decline and reallocates to stocks when market prices have either further declined or rebounded. The term
“Long/Cash” in the Fund’s name refers to a feature of the Index that is designed to enhance risk-adjusted returns while attempting to minimize downside market risk through defensive positioning, as described below.

The Index utilizes the following rules-based methodology to construct its constituent securities:

●

The Index universe begins with all publicly traded U.S. stocks and then screens for all companies with positive earnings across the last twelve months.

●

The Index identifies the 500 largest U.S. stocks by market capitalization measured at the time the Index’s constituent securities are determined.

●

The 500 stocks are weighted based on their daily standard deviation (volatility) of daily price changes over the last 180 trading days. Stocks with lower volatility receive a higher weighting and stocks with higher volatility receive a lower weighting.

●

The Fund’s Advisor provides the Sub-Advisor with the list of Excluded Securities that do not satisfy the Advisor’s proprietary BRI filtering criteria. The Index Provider then removes the Excluded Securities from the Index.

The Index is reconstituted every April and October (based on information as of the prior month-end) and is adjusted to limit exposure to any particular sector to 25%. As of March 31, 2024, the Index had a market capitalization range from $679.9 million to $2.2 trillion.

The Index follows a mathematical index construction process designed to limit risk during periods of significant (non-normal) market decline by reducing its exposure to the equity market by allocating a portion of the Index to cash or cash equivalents. The market decline is measured at month-end by reference to the Victory US Large Cap/Mid Cap Volatility Weighted BRI Index (“Reference Index”), which is composed of similar securities as the Index but without any allocation to cash or cash equivalents.

A “significant market decline” means a decline of 10% or more from the Reference Index’s all-time daily high closing value compared to its most recent month-end closing value, during which, the Index’s exposure to the equity market may be as low as 25% depending on the magnitude and duration of such decline.

During a period of significant market decline that is 10% or more but less than 20% (the “initial trigger point”), the Index will allocate 75% of the stocks included in the Index to cash or cash equivalents, with the remaining 25% consisting of stocks included in the Reference Index.

The Index will reallocate all or a portion of its cash or cash equivalents to stocks when the Reference Index reaches certain additional trigger points, measured at a subsequent month-end, as follows:

●

The Index will return to being 100% allocated to stocks if the subsequent month-end closing value of the stocks in the Reference Index returns to a level that is less than the initial trigger point.

●

If the Reference Index declines by 20% or more but less than 30% from its all-time daily high closing value as measured at a subsequent month-end, the Index will reallocate an additional 25% to the stocks in the Reference Index at their current securities weightings and the Index will then be 50% allocated to stocks included in the Reference Index.

●

If the Reference Index declines by 30% or more but less than 40% from its all-time daily high closing value as measured at a subsequent month-end, the Index will reallocate another 25% to the stocks of the Reference Index at their current securities weighting and the Index will then be 75% allocated to stocks included in the Reference Index.

●

If the Reference Index declines by 40% or more from its all-time daily high closing value as measured at a subsequent month-end, the Index will reallocate the remaining 25% to the stocks in the Reference Index at their current securities weighting. At this point, the Index will be 100% allocated to stocks included in the Reference Index.

The Index will make any prescribed allocations to cash in accordance with the mathematical formula only at month end. In the event that it does, the Fund will experience higher portfolio turnover and incur additional transaction costs.

During any periods of significant market decline, when the Index’s exposure to the market is less than 100%, the Fund will invest the cash portion dictated by the Index in 30-day U.S. Treasury bills or in money market mutual funds that primarily invest in short-term U.S. Treasury obligations.

While the Fund generally seeks to track the returns of the Index before fees and expenses by employing a replication strategy that seeks to hold all the stocks in the Index, at times the Fund may pursue its investment objective by investing in the Index securities indirectly by investing all or a portion of its assets in another investment company advised by the Advisor, including an exchange-traded fund (“ETF”), that seeks to track the Index or the Reference Index.

The Fund will not knowingly invest in Excluded Securities. Excluded Securities are securities issued by any company that is involved in the production or wholesale distribution of alcohol, tobacco, or gambling equipment, gambling enterprises, or which is involved, either directly or indirectly, in abortion or pornography, or promoting anti-family entertainment or non-biblical lifestyles. The Fund also reserves the right to exclude investments, in its best judgment, in other companies whose practices may not fall within the exclusions described above, but can be found offensive to basic, traditional Judeo-Christian values. In the event a company is subsequently discovered to be engaged in a prohibited practice, it will be liquidated at the next re-balancing.

Risk [Heading] rr_RiskHeading PRINCIPAL RISKS OF INVESTING IN THE FUND

Bar Chart and Performance Table [Heading] rr_BarChartAndPerformanceTableHeading PAST PERFORMANCE

Performance Narrative [Text Block] rr_PerformanceNarrativeTextBlock
The following bar chart and table provide some indication of the risks of investing in the Fund by showing the variability of the Fund’s performance from year to year and by comparing the Fund’s performance to a broad based index index and to the Underlying Index. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.

Performance data for the Fund may be available online at etf.timothyplan.com or by calling (800) 846-7526.

Performance Information Illustrates Variability of Returns [Text] rr_PerformanceInformationIllustratesVariabilityOfReturns The following bar chart and table provide some indication of the risks of investing in the Fund by showing the variability of the Fund’s performance from year to year and by comparing the Fund’s performance to a broad based index index and to the Underlying Index.

Performance Availability Phone [Text] rr_PerformanceAvailabilityPhone (800) 846-7526

Performance Availability Website Address [Text] rr_PerformanceAvailabilityWebSiteAddress etf.timothyplan.com

Performance Past Does Not Indicate Future [Text] rr_PerformancePastDoesNotIndicateFuture The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.

Bar Chart [Heading] rr_BarChartHeading Year-by-year Annual Total Returns (for calendar years ending on December 31)

Bar Chart Closing [Text Block] rr_BarChartClosingTextBlock

BEST QUARTER

WorsT QUARTER

Dec-23

Jun-22

4.10%

-7.84%

Performance Table Heading rr_PerformanceTableHeading Average Annual Total Returns (for periods ending on December 31, 2023)

Performance Table Uses Highest Federal Rate rr_PerformanceTableUsesHighestFederalRate 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.

Performance Table Not Relevant to Tax Deferred rr_PerformanceTableNotRelevantToTaxDeferred After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

US LARGE / MID CAP CORE ENHANCED ETF | Victory US Large/Mid Cap Volatility Weighted BRI Index (reflects no deduction for fees, expenses or taxes)

Prospectus [Line Items] rr_ProspectusLineItems

1 Year rr_AverageAnnualReturnYear01 (2.73%) ^[9]

Since Inception rr_AverageAnnualReturnSinceInception (2.53%) ^[9],[10]

US LARGE / MID CAP CORE ENHANCED ETF | S&P 500 Index (reflects no deduction for fees, expenses or taxes)

Prospectus [Line Items] rr_ProspectusLineItems

1 Year rr_AverageAnnualReturnYear01 26.29% ^[11]

Since Inception rr_AverageAnnualReturnSinceInception 5.05% ^[10],[11]

US LARGE / MID CAP CORE ENHANCED ETF | Excluded Security Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Excluded Security Risk. Because the Index omits Excluded Securities, the Fund may be riskier than other funds that invest in a broader array of securities. BRI may not be successful. Because the Index is reconstituted only at prescribed times during the year, the Fund may temporarily hold securities that do not comply with the BRI filtering criteria if the application of the criteria or the nature of a company’s business changes in between these dates.

US LARGE / MID CAP CORE ENHANCED ETF | Index Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Index Risk. There is no guarantee that the Fund’s investment results will have a high degree of correlation to those of the Underlying Index or that the Fund will achieve its investment objective. Market disruptions and regulatory restrictions could have an adverse effect on the Fund’s ability to adjust its exposure to the required levels in order to track the Underlying Index. Errors in index data, index computations or the construction of the Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the Index Provider for a period of

time or at all, which may have an adverse impact on the Fund and its shareholders. Unusual market conditions may cause the Index Provider to postpone a scheduled rebalance, which could cause the Underlying Index to vary from its normal or expected composition.

US LARGE / MID CAP CORE ENHANCED ETF | Equity Securities Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Equity Securities Risk. The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions in the United States or abroad. A company’s earnings or dividends may not increase as expected (or may decline) because of poor management, competitive pressures, reliance on particular suppliers or geographical regions, labor problems or shortages, corporate restructurings, fraudulent disclosures, man-made or natural disasters, military confrontations or wars, terrorism, public health crises, or other events, conditions and factors. Price changes may be temporary or last for extended periods.

US LARGE / MID CAP CORE ENHANCED ETF | Stock Market Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Stock Market Risk. Overall stock market risks may affect the value of the Fund. Domestic and International factors such as political events, war, trade disputes, interest rate levels and other fiscal and monetary policy changes, pandemics and other public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires and floods, may add to instability in world economies and markets generally. The impact of these and other factors may be short-term or may last for extended periods.

US LARGE / MID CAP CORE ENHANCED ETF | Passive Investment Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Passive Investment Risk. The Fund is not actively managed, and the Sub-Advisor does not take defensive positions under any market conditions, including declining markets.

US LARGE / MID CAP CORE ENHANCED ETF | Calculation Methodology Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Calculation Methodology Risk. The Index relies on various sources of information to assess the criteria of issuers included in the Index, including information that may be based on assumptions and estimates. Neither the Fund, the Index Provider, nor the Advisor can offer assurances that the Index’s calculation methodology or sources of information will provide an accurate assessment of included issuers or correct valuation of securities, nor can they guarantee the availability or timeliness of the production of an Index.

US LARGE / MID CAP CORE ENHANCED ETF | Tracking Error Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Tracking Error Risk. The Fund may be subject to tracking error, which is the divergence of the Fund’s performance from its index. Tracking error may occur because of, among other reasons, differences between the securities and other instruments held in the Fund’s portfolio and those included in the Index. This risk may be heightened during times of increased market volatility or other unusual market conditions. Tracking error also may result because the Fund incurs fees and expenses, while the Index does not.

US LARGE / MID CAP CORE ENHANCED ETF | Exchange-Traded Fund (“ETF”) Structure Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Exchange-Traded Fund (“ETF”) Structure Risk. The Fund is structured as an exchange-traded fund (“ETF”) and, as a result, is subject to special risks, including:

●

Not Individually Redeemable. The Fund’s shares are not individually redeemable and may be redeemed by the Fund at its net asset value per share (“NAV”) only in large blocks known as Creation Units. The Fund may incur brokerage costs purchasing enough shares to constitute a Creation Unit. Alternatively, the Fund may redeem your shares by selling them on the secondary market at prevailing market prices.

●

Trading Issues. Trading in shares on the Exchange may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in shares inadvisable, such as extraordinary market volatility. There can be no assurance that shares will continue to meet the listing requirements of the Exchange. There is no guarantee that an active secondary market will develop for the shares. In stressed market conditions, authorized participants may be

unwilling to participate in the creation/redemption process, particularly if the market for shares becomes less liquid in response to deteriorating liquidity in the markets for the Fund’s underlying portfolio holdings, which may lead to widening of bid-ask spreads and differences between the market price of the shares and the underlying value of those shares.

●

Market Price Variance Risk. The market prices of shares will fluctuate in response to changes in NAV and supply and demand for shares and will include a bid-ask spread charged by the exchange specialists, market makers, or other participants that trade the particular security. There may be times when the market price and the NAV vary significantly, particularly in times of market stress. This means that shares may trade at a premium or discount to NAV and bid-ask spreads may widen.

●

Authorized Participants Concentration Risk. A limited number of financial institutions may be responsible for all or a significant portion of the creation and redemption activity for the Fund. If these firms exit the business or are unable or unwilling to process creation and/or redemption orders, shares may trade at a premium or discount to NAV and bid-ask spreads may widen.

●

Tax-Efficiency Risk. Redemptions of shares may be effected for cash, rather than in kind, which means that the Fund may need to sell portfolio securities in order to complete an in-cash redemption, and may recognize net gains on these sales. As a result, investments in the shares may be less tax-efficient than investments in ETFs that redeem solely or principally in kind, and the Fund may pay out higher annual capital gain distributions than if the in-kind redemption process was used.

US LARGE / MID CAP CORE ENHANCED ETF | Valuation Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Valuation Risk. The sale price the Fund could receive for a security may differ from the Fund’s valuation of the security and may differ from the value used by the Index, particularly for securities that trade in low volume or volatile markets or that are valued using a fair value methodology. The Fund relies on various sources to calculate its NAV. The information may be provided by third parties that are believed to be reliable, but the information may not be accurate due to errors by such pricing sources, technological issues, or otherwise.

US LARGE / MID CAP CORE ENHANCED ETF | Large Shareholder Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Large Shareholder Risk. Certain large shareholders, including other funds advised by the Advisor, may from time to time own a substantial amount of the Fund’s shares. The actions by one shareholder or multiple shareholders may have an impact on the Fund and, therefore, indirectly on other shareholders. Shareholder purchase and redemption activity may affect the per share amount of the Fund’s distributions of its net investment income and net realized capital gains, if any, thereby affecting the tax burden on the Fund’s shareholders subject to federal income tax. To the extent a larger shareholder (including, for example, an affiliated fund that operates as a fund-of-funds) is permitted to invest in the Fund, the Fund may experience large inflows or outflows of cash from time to time. This activity could magnify these adverse effects on the Fund.

You may lose money by investing in the Fund. There is no guarantee that the Fund will achieve its objective. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

By itself, the Fund does not constitute a complete investment plan and should be considered a long-term investment for investors who can afford to weather changes in the value of their investment.

US LARGE / MID CAP CORE ENHANCED ETF | Risk Lose Money [Member]

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock You may lose money by investing in the Fund.

US LARGE / MID CAP CORE ENHANCED ETF | Risk Not Insured Depository Institution [Member]

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

US LARGE / MID CAP CORE ENHANCED ETF | Large-Capitalization Stock Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Large-Capitalization Stock Risk. The securities of large-sized companies may underperform the securities of smaller-sized companies or the market as a whole. The growth rate of larger, more established companies may lag those of smaller companies, especially during periods of economic expansion.

US LARGE / MID CAP CORE ENHANCED ETF | Mid-Capitalization Stock Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Mid-Capitalization Stock Risk. Mid-sized companies may be subject to a number of risks not associated with larger, more established companies, potentially making their stock prices more volatile and increasing the risk of loss.

US LARGE / MID CAP CORE ENHANCED ETF | Fixed Income Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Fixed Income Risk. The value of the Fund’s direct or indirect investments in fixed income securities changes in response to various factors, including, for example, market-related factors (such as changes in interest rates or changes in the risk appetite of investors generally) and changes in the actual or perceived ability of the issuer (or of issuers generally) to meet its (or their) obligations.

US LARGE / MID CAP CORE ENHANCED ETF | Portfolio Turnover Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Portfolio Turnover Risk. Higher portfolio turnover ratios resulting from additional purchases and sales of portfolio securities will generally result in higher transaction costs and Fund expenses and may result in more significant distributions of short-term capital gains to investors, which are taxed as ordinary income.

US LARGE / MID CAP CORE ENHANCED ETF | Investment Company Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Investment Company Risk. An investment company or similar vehicle (including an ETF) in which the Fund invests may not achieve its investment objective. Underlying investment vehicles are subject to investment Advisory and other expenses, which will be indirectly paid by the Fund. Lack of liquidity in an ETF could result in an ETF being more volatile than the underlying portfolio of securities.

US LARGE / MID CAP CORE ENHANCED ETF | Index/Defensive Positioning Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Index/Defensive Positioning Risk. Because the Index’s allocation to cash versus securities is determined at month-end, there is a risk that the Index, and thus the Fund, will not react to changes in market conditions that occur between reallocations, or will react to a short-term market swing that occurs at month end. The Fund will incur transaction costs and potentially adverse tax consequences in the event the Index allocates to cash. There is no guarantee that the Index’s prescribed defensive strategy, if employed, will be successful in minimizing downside market risk.

US LARGE / MID CAP CORE ENHANCED ETF | US LARGE / MID CAP CORE ENHANCED ETF Shares

Prospectus [Line Items] rr_ProspectusLineItems

Trading Symbol dei_TradingSymbol TPLE

Shareholder Fee, Other rr_ShareholderFeeOther none

Management Fees (as a percentage of Assets) rr_ManagementFeesOverAssets 0.52%

Acquired Fund Fees and Expenses rr_AcquiredFundFeesAndExpensesOverAssets 0.04%

Expenses (as a percentage of Assets) rr_ExpensesOverAssets 0.56% ^[12]

Expense Example, with Redemption, 1 Year rr_ExpenseExampleYear01 $ 57

Expense Example, with Redemption, 3 Years rr_ExpenseExampleYear03 178

Expense Example, with Redemption, 5 Years rr_ExpenseExampleYear05 311

Expense Example, with Redemption, 10 Years rr_ExpenseExampleYear10 $ 697

Annual Return 2022 rr_AnnualReturn2022 (11.58%)

Annual Return 2023 rr_AnnualReturn2023 (2.40%)

Highest Quarterly Return, Label rr_HighestQuarterlyReturnLabel BEST QUARTER

Highest Quarterly Return, Date rr_BarChartHighestQuarterlyReturnDate Dec. 31, 2023

Highest Quarterly Return rr_BarChartHighestQuarterlyReturn 4.10%

Lowest Quarterly Return, Label rr_LowestQuarterlyReturnLabel WorsT QUARTER

Lowest Quarterly Return, Date rr_BarChartLowestQuarterlyReturnDate Jun. 30, 2022

Lowest Quarterly Return rr_BarChartLowestQuarterlyReturn (7.84%)

1 Year rr_AverageAnnualReturnYear01 (2.40%)

Since Inception rr_AverageAnnualReturnSinceInception (2.46%) ^[10]

US LARGE / MID CAP CORE ENHANCED ETF | US LARGE / MID CAP CORE ENHANCED ETF Shares | After Taxes on Distributions

Prospectus [Line Items] rr_ProspectusLineItems

1 Year rr_AverageAnnualReturnYear01 (2.82%) ^[13]

Since Inception rr_AverageAnnualReturnSinceInception (2.80%) ^[10],[13]

US LARGE / MID CAP CORE ENHANCED ETF | US LARGE / MID CAP CORE ENHANCED ETF Shares | After Taxes on Distributions and Sales

Prospectus [Line Items] rr_ProspectusLineItems

1 Year rr_AverageAnnualReturnYear01 (1.22%) ^[13]

Since Inception rr_AverageAnnualReturnSinceInception (1.91%) ^[10],[13]

HIGH DIVIDEND STOCK ETF

Prospectus [Line Items] rr_ProspectusLineItems

Risk/Return [Heading] rr_RiskReturnHeading High Dividend Stock ETF

Objective [Heading] rr_ObjectiveHeading INVESTMENT OBJECTIVE

Objective, Primary [Text Block] rr_ObjectivePrimaryTextBlock
The Fund seeks to provide investment results that track the performance of the Victory US Large Cap High Dividend Volatility Weighted BRI Index before fees and expenses.

Expense [Heading] rr_ExpenseHeading FEES AND EXPENSES OF THE FUND

Expense Narrative [Text Block] rr_ExpenseNarrativeTextBlock
This table describes the fees and expenses that you may pay if you buy and hold shares (“Shares”) of the Fund. Investors may incur usual or customary brokerage commissions and other charges on their purchases and sales of Shares of the Fund in the secondary market, which are not reflected in the table or the example below.

Shareholder Fees Caption [Text] rr_ShareholderFeesCaption SHAREHOLDER FEES (fees paid directly from your investment)

Operating Expenses Caption [Text] rr_OperatingExpensesCaption ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)

Portfolio Turnover [Heading] rr_PortfolioTurnoverHeading PORTFOLIO TURNOVER

Portfolio Turnover [Text Block] rr_PortfolioTurnoverTextBlock
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover will generally indicate higher transaction costs resulting in higher taxes when Shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund’s performance. During the Fund’s most recent fiscal period, the Fund’s portfolio turnover rate was 41% of the average value of its portfolio.

Portfolio Turnover, Rate rr_PortfolioTurnoverRate 41.00%

Expense Example [Heading] rr_ExpenseExampleHeading EXAMPLE:

Expense Example Narrative [Text Block] rr_ExpenseExampleNarrativeTextBlock
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes that (1) you invest $10,000 in the Fund for the time periods indicated and then sell or continue to hold all of your shares at the end of the period, (2) your investment has a 5% return each year, and (3) the Fund’s operating expenses remain the same. This Example does not take into account the brokerage commissions that you may pay on your purchases and sales of Shares. Although your actual costs may be higher or lower, based upon these assumptions, your costs would be:

Strategy [Heading] rr_StrategyHeading PRINCIPAL INVESTMENT STRATEGIES

Strategy Narrative [Text Block] rr_StrategyNarrativeTextBlock
The Fund seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of its net assets directly or indirectly in the securities included in the Victory US Large Cap High Dividend Volatility Weighted BRI Index (the “Index” or the “Underlying Index”), an unmanaged, volatility weighted index created by the Sub-Advisor (the “Index Provider”). The Index Provider is not affiliated with the Fund or the Advisor.

The Index Provider combines fundamental criteria with individual security risk control achieved through volatility weighting of individual securities, rather than traditional market-cap weighting. Such a methodology is sometimes referred to as “Smart Beta.” The Index follows a proprietary rules-based methodology, developed by the Fund’s Sub-Advisor, to construct its constituent securities.

The Index is comprised of the largest 100 dividend yielding stocks among the largest U.S. companies by market capitalization from the Victory US Large/Mid Cap Volatility Weighted BRI Index (“Parent Index”). The Parent Index universe begins with the stocks included in the Nasdaq Victory US Large Cap 500 Volatility Weighted Index, a volatility weighted index comprised of the 500 largest U.S. companies by market capitalization with positive earnings over the last twelve months.

The Fund’s Advisor provides the Sub-Advisor with the list of Excluded Securities that do not satisfy the Advisor’s proprietary BRI filtering criteria. The Index Provider then removes the Excluded Securities from the Index.

The 100 highest dividend yielding stocks become the stocks included in the Index and are weighted based on their daily standard deviation (volatility) of daily price changes over the last 180 trading days. Stocks with lower volatility receive a higher weighting and stocks with higher volatility receive a lower weighting.

The Index is reconstituted every April and October (based on information as of the prior month-end) and is adjusted to limit exposure to any particular sector to 25%. As of March 31, 2024, the Index had a market capitalization range from $679.9 million to $613.7 billion.

The Fund will not knowingly invest in Excluded Securities. Excluded Securities are securities issued by any company that is involved in the production or wholesale distribution of alcohol, tobacco, or gambling equipment, gambling enterprises, or which is involved, either directly or indirectly, in abortion or pornography, or promoting anti-family entertainment or non-biblical lifestyles. The Fund also reserves the right to exclude investments, in its best judgment, in other companies whose practices may not fall within the exclusions described above, but can be found offensive to basic, traditional Judeo-Christian values. In the event a company is subsequently discovered to be engaged in a prohibited practice, it will be liquidated at the next re-balancing.

The Fund generally seeks to track the returns of the Index before fees and expenses by employing a replication strategy that seeks to hold all of the stocks in the Index, in approximately the percentages represented by the securities in the index.

Risk [Heading] rr_RiskHeading PRINCIPAL RISKS OF INVESTING IN THE FUND

Bar Chart and Performance Table [Heading] rr_BarChartAndPerformanceTableHeading PAST PERFORMANCE

Performance Narrative [Text Block] rr_PerformanceNarrativeTextBlock
The following bar chart and table provide some indication of the risks of investing in the Fund by showing the variability of the Fund’s performance from year to year and by comparing the Fund’s performance to a broad based index index and to the Underlying Index. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.

Performance data for the Fund may be available online at etf.timothyplan.com or by calling (800) 846-7526.

Performance Information Illustrates Variability of Returns [Text] rr_PerformanceInformationIllustratesVariabilityOfReturns The following bar chart and table provide some indication of the risks of investing in the Fund by showing the variability of the Fund’s performance from year to year and by comparing the Fund’s performance to a broad based index index and to the Underlying Index.

Performance Availability Phone [Text] rr_PerformanceAvailabilityPhone (800) 846-7526

Performance Availability Website Address [Text] rr_PerformanceAvailabilityWebSiteAddress etf.timothyplan.com

Performance Past Does Not Indicate Future [Text] rr_PerformancePastDoesNotIndicateFuture The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.

Bar Chart [Heading] rr_BarChartHeading Year-by-year Annual Total Returns (for calendar years ending on December 31)

Bar Chart Closing [Text Block] rr_BarChartClosingTextBlock

BEST QUARTER

WorsT QUARTER

Jun-20

Mar-20

16.02%

-28.98%

Performance Table Heading rr_PerformanceTableHeading Average Annual Total Returns (for periods ending on December 31, 2023)

Performance Table Uses Highest Federal Rate rr_PerformanceTableUsesHighestFederalRate 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.

Performance Table Not Relevant to Tax Deferred rr_PerformanceTableNotRelevantToTaxDeferred After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

HIGH DIVIDEND STOCK ETF | Victory US Large Cap High Dividend Volatility Weighted BRI Index (reflects no deduction for fees, expenses or taxes)

Prospectus [Line Items] rr_ProspectusLineItems

1 Year rr_AverageAnnualReturnYear01 9.56% ^[14]

Since Inception rr_AverageAnnualReturnSinceInception 9.27% ^[14],[15]

HIGH DIVIDEND STOCK ETF | HIGH DIVIDEND STOCK ETF-Russell 1000 Value Index (reflects no deduction for fees, expenses or taxes)

Prospectus [Line Items] rr_ProspectusLineItems

1 Year rr_AverageAnnualReturnYear01 11.46% ^[16]

Since Inception rr_AverageAnnualReturnSinceInception 8.36% ^[15],[16]

HIGH DIVIDEND STOCK ETF | Excluded Security Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Excluded Security Risk. Because the Index omits Excluded Securities, the Fund may be riskier than other funds that invest in a broader array of securities. BRI may not be successful. Because the Index is reconstituted only at prescribed times during the year, the Fund may temporarily hold securities that do not comply with the BRI filtering criteria if the application of the criteria or the nature of a company’s business changes in between these dates.

HIGH DIVIDEND STOCK ETF | Index Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Index Risk. There is no guarantee that the Fund’s investment results will have a high degree of correlation to those of the Underlying Index or that the Fund will achieve its investment objective. Market disruptions and regulatory restrictions could have an adverse effect on the Fund’s ability to adjust its exposure to the required levels in order to track the Underlying Index. Errors in index data, index computations or the construction of the Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the Index Provider for a period of time or at all, which may have an adverse impact on the Fund and its shareholders. Unusual market conditions may cause the Index Provider to postpone a scheduled rebalance, which could cause the Underlying Index to vary from its normal or expected composition.

HIGH DIVIDEND STOCK ETF | Equity Securities Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Equity Securities Risk. The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions in the United States or abroad. A company’s earnings or dividends may not increase as expected (or may decline) because of poor management, competitive pressures, reliance on particular suppliers or geographical regions, labor problems or shortages, corporate restructurings, fraudulent disclosures, man-made or natural disasters, military confrontations or wars, terrorism, public health crises, or other events, conditions and factors. Price changes may be temporary or last for extended periods.

HIGH DIVIDEND STOCK ETF | Stock Market Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Stock Market Risk. Overall stock market risks may affect the value of the Fund. Domestic and International factors such as political events, war, trade disputes, interest rate levels and other fiscal and monetary policy changes, pandemics and other public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires and floods, may add to instability in world economies and markets generally. The impact of these and other factors may be short-term or may last for extended periods.

HIGH DIVIDEND STOCK ETF | Passive Investment Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Passive Investment Risk. The Fund is not actively managed, and the Sub-Advisor does not take defensive positions under any market conditions, including declining markets.

HIGH DIVIDEND STOCK ETF | Calculation Methodology Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Calculation Methodology Risk. The Index relies on various sources of information to assess the criteria of issuers included in the Index, including information that may be based on assumptions and estimates. Neither the Fund, the Index Provider, nor the Advisor can offer assurances that the Index’s calculation methodology or sources of information will provide an accurate assessment of included issuers or correct valuation of securities, nor can they guarantee the availability or timeliness of the production of an Index.

HIGH DIVIDEND STOCK ETF | Tracking Error Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Tracking Error Risk. The Fund may be subject to tracking error, which is the divergence of the Fund’s performance from its index. Tracking error may occur because of, among other reasons, differences between the securities and other instruments held in the Fund’s portfolio and those included in the Index. This risk may be heightened during times of increased market volatility or other unusual market conditions. Tracking error also may result because the Fund incurs fees and expenses, while the Index does not.

HIGH DIVIDEND STOCK ETF | Exchange-Traded Fund (“ETF”) Structure Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Exchange-Traded Fund (“ETF”) Structure Risk. The Fund is structured as an exchange-traded fund (“ETF”) and, as a result, is subject to special risks, including:

●

Not Individually Redeemable. The Fund’s shares are not individually redeemable and may be redeemed by the Fund at its net asset value per share (“NAV”) only in large blocks known as Creation Units. The Fund may incur brokerage costs purchasing enough shares to constitute a Creation Unit. Alternatively, the Fund may redeem your shares by selling them on the secondary market at prevailing market prices.

●

Trading Issues. Trading in shares on the Exchange may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in shares inadvisable, such as extraordinary market volatility. There can be no assurance that shares will continue to meet the listing requirements of the Exchange. There is no guarantee that an

active secondary market will develop for the shares. In stressed market conditions, authorized participants may be unwilling to participate in the creation/redemption process, particularly if the market for shares becomes less liquid in response to deteriorating liquidity in the markets for the Fund’s underlying portfolio holdings, which may lead to widening of bid-ask spreads and differences between the market price of the shares and the underlying value of those shares.

●

Market Price Variance Risk. The market prices of shares will fluctuate in response to changes in NAV and supply and demand for shares and will include a bid-ask spread charged by the exchange specialists, market makers, or other participants that trade the particular security. There may be times when the market price and the NAV vary significantly, particularly in times of market stress. This means that shares may trade at a premium or discount to NAV and bid-ask spreads may widen.

●

Authorized Participants Concentration Risk. A limited number of financial institutions may be responsible for all or a significant portion of the creation and redemption activity for the Fund. If these firms exit the business or are unable or unwilling to process creation and/or redemption orders, shares may trade at a premium or discount to NAV and bid-ask spreads may widen.

●

Tax-Efficiency Risk. Redemptions of shares may be effected for cash, rather than in kind, which means that the Fund may need to sell portfolio securities in order to complete an in-cash redemption, and may recognize net gains on these sales. As a result, investments in the shares may be less tax-efficient than investments in ETFs that redeem solely or principally in kind, and the Fund may pay out higher annual capital gain distributions than if the in-kind redemption process was used.

HIGH DIVIDEND STOCK ETF | Valuation Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Valuation Risk. The sale price the Fund could receive for a security may differ from the Fund’s valuation of the security and may differ from the value used by the Index, particularly for securities that trade in low volume or volatile markets or that are valued using a fair value methodology. The Fund relies on various sources to calculate its NAV. The information may be provided by third parties that are believed to be reliable, but the information may not be accurate due to errors by such pricing sources, technological issues, or otherwise.

HIGH DIVIDEND STOCK ETF | Large Shareholder Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Large Shareholder Risk. Certain large shareholders, including other funds advised by the Advisor, may from time to time own a substantial amount of the Fund’s shares. The actions by one shareholder or multiple shareholders may have an impact on the Fund and, therefore, indirectly on other shareholders. Shareholder purchase and redemption activity may affect the per share amount of the Fund’s distributions of its net investment income and net realized capital gains, if any, thereby affecting the tax burden on the Fund’s shareholders subject to federal income tax. To the extent a larger shareholder (including, for example, an affiliated fund that operates as a fund-of-funds) is permitted to invest in the Fund, the Fund may experience large inflows or outflows of cash from time to time. This activity could magnify these adverse effects on the Fund.

You may lose money by investing in the Fund. There is no guarantee that the Fund will achieve its objective. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

By itself, the Fund does not constitute a complete investment plan and should be considered a long-term investment for investors who can afford to weather changes in the value of their investment.

HIGH DIVIDEND STOCK ETF | Risk Lose Money [Member]

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock You may lose money by investing in the Fund.

HIGH DIVIDEND STOCK ETF | Risk Not Insured Depository Institution [Member]

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

HIGH DIVIDEND STOCK ETF | Large-Capitalization Stock Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Large-Capitalization Stock Risk. The securities of large-sized companies may underperform the securities of smaller-sized companies or the market as a whole. The growth rate of larger, more established companies may lag those of smaller companies, especially during periods of economic expansion.

HIGH DIVIDEND STOCK ETF | Mid-Capitalization Stock Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Mid-Capitalization Stock Risk. Mid-sized companies may be subject to a number of risks not associated with larger, more established companies, potentially making their stock prices more volatile and increasing the risk of loss.

HIGH DIVIDEND STOCK ETF | Investment Strategy Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Investment Strategy Risk. The Fund’s dividend strategy may not be successful. Dividend paying stocks may fall out of favor relative to the overall market. In addition, the Index may not successfully identify companies that meet its objectives.

HIGH DIVIDEND STOCK ETF | HIGH DIVIDEND STOCK ETF Shares

Prospectus [Line Items] rr_ProspectusLineItems

Trading Symbol dei_TradingSymbol TPHD

Shareholder Fee, Other rr_ShareholderFeeOther none

Management Fees (as a percentage of Assets) rr_ManagementFeesOverAssets 0.52%

Expenses (as a percentage of Assets) rr_ExpensesOverAssets 0.52%

Expense Example, with Redemption, 1 Year rr_ExpenseExampleYear01 $ 53

Expense Example, with Redemption, 3 Years rr_ExpenseExampleYear03 167

Expense Example, with Redemption, 5 Years rr_ExpenseExampleYear05 291

Expense Example, with Redemption, 10 Years rr_ExpenseExampleYear10 $ 653

Annual Return 2020 rr_AnnualReturn2020 (1.17%)

Annual Return 2021 rr_AnnualReturn2021 28.10%

Annual Return 2022 rr_AnnualReturn2022 (1.88%)

Annual Return 2023 rr_AnnualReturn2023 9.03%

Highest Quarterly Return, Label rr_HighestQuarterlyReturnLabel BEST QUARTER

Highest Quarterly Return, Date rr_BarChartHighestQuarterlyReturnDate Jun. 30, 2020

Highest Quarterly Return rr_BarChartHighestQuarterlyReturn 16.02%

Lowest Quarterly Return, Label rr_LowestQuarterlyReturnLabel WorsT QUARTER

Lowest Quarterly Return, Date rr_BarChartLowestQuarterlyReturnDate Mar. 31, 2020

Lowest Quarterly Return rr_BarChartLowestQuarterlyReturn (28.98%)

1 Year rr_AverageAnnualReturnYear01 9.03%

Since Inception rr_AverageAnnualReturnSinceInception 8.70% ^[15]

HIGH DIVIDEND STOCK ETF | HIGH DIVIDEND STOCK ETF Shares | After Taxes on Distributions

Prospectus [Line Items] rr_ProspectusLineItems

1 Year rr_AverageAnnualReturnYear01 8.43% ^[17]

Since Inception rr_AverageAnnualReturnSinceInception 8.08% ^[15],[17]

HIGH DIVIDEND STOCK ETF | HIGH DIVIDEND STOCK ETF Shares | After Taxes on Distributions and Sales

Prospectus [Line Items] rr_ProspectusLineItems

1 Year rr_AverageAnnualReturnYear01 5.72% ^[17]

Since Inception rr_AverageAnnualReturnSinceInception 6.75% ^[15],[17]

HIGH DIVIDEND STOCK ENHANCED ETF

Prospectus [Line Items] rr_ProspectusLineItems

Risk/Return [Heading] rr_RiskReturnHeading High Dividend Stock Enhanced ETF

Objective [Heading] rr_ObjectiveHeading INVESTMENT OBJECTIVE

Objective, Primary [Text Block] rr_ObjectivePrimaryTextBlock
The Fund seeks to provide investment results that track the performance of the Victory US Large Cap High Dividend Long/Cash Volatility Weighted BRI Index (the “Index”) before fees and expenses.

Expense [Heading] rr_ExpenseHeading FEES AND EXPENSES OF THE FUND

Expense Narrative [Text Block] rr_ExpenseNarrativeTextBlock
This table describes the fees and expenses that you may pay if you buy and hold shares (“Shares”) of the Fund. Investors may incur usual or customary brokerage commissions and other charges on their purchases and sales of Shares of the Fund in the secondary market, which are not reflected in the table or the example below.

Shareholder Fees Caption [Text] rr_ShareholderFeesCaption SHAREHOLDER FEES (fees paid directly from your investment)

Operating Expenses Caption [Text] rr_OperatingExpensesCaption ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)

Portfolio Turnover [Heading] rr_PortfolioTurnoverHeading PORTFOLIO TURNOVER

Portfolio Turnover [Text Block] rr_PortfolioTurnoverTextBlock
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover will generally indicate higher transaction costs resulting in higher taxes when Shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund’s performance. During the Fund’s most recent fiscal year, the Fund’s portfolio turnover rate was 209% of the average value of its portfolio.

Portfolio Turnover, Rate rr_PortfolioTurnoverRate 209.00%

Expenses Not Correlated to Ratio Due to Acquired Fund Fees [Text] rr_ExpensesNotCorrelatedToRatioDueToAcquiredFundFees Total Annual Operating Expenses don’t agree to the Financial highlights due to acquired fund fees and expenses.

Expense Example [Heading] rr_ExpenseExampleHeading EXAMPLE:

Expense Example Narrative [Text Block] rr_ExpenseExampleNarrativeTextBlock
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes that (1) you invest $10,000 in the Fund for the time periods indicated and then sell or continue to hold all of your shares at the end of the period, (2) your investment has a 5% return each year, and (3) the Fund’s operating expenses remain the same. This Example does not take into account the brokerage commissions that you may pay on your purchases and sales of Shares. Although your actual costs may be higher or lower, based upon these assumptions, your costs would be:

Strategy [Heading] rr_StrategyHeading PRINCIPAL INVESTMENT STRATEGIES

Strategy Narrative [Text Block] rr_StrategyNarrativeTextBlock
The Fund seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of its net assets directly or indirectly in the securities included in the Victory US Large Cap High Dividend Long/Cash Volatility Weighted BRI Index (the “Index” or the “Underlying Index”), an unmanaged, volatility weighted index created by the Sub-Advisor (the “Index Provider”). The Index Provider is not affiliated with the Fund or the Advisor.

The Index Provider combines fundamental criteria with individual security risk control achieved through volatility weighting of individual securities. In accordance with a rules-based mathematical formula, the Index tactically reduces its exposure to the equity markets during periods of significant market decline and reallocates to stocks when market prices have further declined or rebounded. The term “Long/Cash” in the Fund’s name refers to a feature of the Index that is designed to enhance risk-adjusted returns while attempting to minimize downside market risk through defensive positioning, as described below.

The Index is comprised of the highest 100 dividend yielding stocks included in the Victory US Large/Mid Cap Volatility Weighted BRI Index (“Parent Index”). The Parent Index universe begins with the stocks included in the Nasdaq Victory US Large Cap 500 Volatility Weighted Index, a volatility weighted index comprised of the 500 largest U.S. companies by market capitalization with positive earnings across the last twelve months.

The Fund’s Advisor provides the Sub-Advisor with the list of Excluded Securities that do not satisfy the Advisor’s proprietary BRI filtering criteria. The Index Provider then removes the Excluded Securities from the Parent Index.

The 100 highest dividend yielding stocks included in the Index are weighted based on their daily standard deviation (volatility) of daily price changes over the last 180 trading days. Stocks with lower volatility receive a higher weighting and stocks with higher volatility receive a lower weighting.

The Fund will not knowingly invest in Excluded Securities. Excluded Securities are securities issued by any company that is involved in the production or wholesale distribution of alcohol, tobacco, or gambling equipment, gambling enterprises, or which is involved, either directly or indirectly, in abortion or pornography, or promoting anti-family entertainment or non-biblical lifestyles. The Fund also reserves the right to exclude investments, in its best judgment, in other companies whose practices may not fall within the exclusions described above, but can be found offensive to basic, traditional Judeo-Christian values. In the event a company is subsequently discovered to be engaged in a prohibited practice, it will be liquidated at the next re-balancing.

The Index is reconstituted every April and October (based on information as of the prior month-end) and is adjusted to limit exposure to any particular sector to 25%. As of March 31, 2024, the Index had a market capitalization range from $679.9 million to $613.7 billion.

The Index utilizes the following index construction process designed to limit risk during periods of significant
(non-normal) market decline by reducing its exposure to the equity market by allocating a portion of the Index to cash or cash equivalents. Market decline is measured at month-end by reference to the Victory US Large Cap High Dividend Volatility Weighted BRI Index (“Reference Index”), which is composed of similar securities as the Index but without any allocation to cash or cash equivalents.

A “significant market decline” means a decline of 8% or more from the Reference Index’s all-time daily high closing value compared to its most recent month-end closing value, during which, the Index’s exposure to the equity market may be as low as 25% depending on the magnitude and duration of such decline.

During a period of significant market decline that is 8% or more but less than 16% (the “initial trigger point”), the Index will allocate 75% of the stocks included in the Index to cash or cash equivalents, with the remaining 25% consisting of stocks included in the Reference Index.

The Index will reallocate all or a portion of its cash or cash equivalents to stocks when the Reference Index reaches certain additional trigger points, measured at a subsequent month-end, as follows:

●

The Index will return to being 100% allocated to stocks if the subsequent month-end closing value of the stocks in the Reference Index returns to a level that is less than the initial trigger point.

●

If the Reference Index declines by 16% or more but less than 24% from its all-time daily high closing value as measured at a subsequent month-end, the Index will reallocate an additional 25% to the stocks in the Reference Index at their current securities weightings and the Index will then be 50% allocated to stocks included in the Reference Index.

●

If the Reference Index declines by 24% or more but less than 32% from its all-time daily high closing value as measured at a subsequent month-end, the Index will reallocate another 25% to the stocks of the Reference Index at their current securities weighting and the Index will then be 75% allocated to stocks included in the Reference Index.

●

If the Reference Index declines by 32% or more from its all-time daily high closing value as measured at a subsequent month-end, the Index will reallocate the remaining 25% to the stocks in the Reference Index at their current securities weighting. At this point, the Index will be 100% allocated to stocks included in the Reference Index.

The Index will make any prescribed allocations to cash in accordance with the mathematical formula only at month end. In the event that it does, the Fund will experience higher portfolio turnover and incur additional transaction costs.

During any periods of significant market decline, when the Index’s exposure to the market is less than 100%, the Fund will invest the cash portion dictated by the Index in 30-day U.S. Treasury bills or in money market mutual funds that primarily invest in short-term U.S. Treasury obligations.

While the Fund generally seeks to track the returns of the Index before fees and expenses by employing a replication strategy that seeks to hold all the stocks in the Index, at times the Fund may pursue its investment objective by investing in the Index securities indirectly by investing all or a portion of its assets in another investment company advised by the Advisor, including an exchange-traded fund (“ETF”), that seeks to track the Index or the Reference Index.

Risk [Heading] rr_RiskHeading PRINCIPAL RISKS OF INVESTING IN THE FUND

Bar Chart and Performance Table [Heading] rr_BarChartAndPerformanceTableHeading PAST PERFORMANCE

Performance Narrative [Text Block] rr_PerformanceNarrativeTextBlock
The following bar chart and table provide some indication of the risks of investing in the Fund by showing the variability of the Fund’s performance from year to year and by comparing the Fund’s performance to a broad based index index and to the Underlying Index. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.

Performance data for the Fund may be available online at etf.timothyplan.com or by calling (800) 846-7526.

Performance Information Illustrates Variability of Returns [Text] rr_PerformanceInformationIllustratesVariabilityOfReturns The following bar chart and table provide some indication of the risks of investing in the Fund by showing the variability of the Fund’s performance from year to year and by comparing the Fund’s performance to a broad based index index and to the Underlying Index.

Performance Availability Phone [Text] rr_PerformanceAvailabilityPhone (800) 846-7526

Performance Availability Website Address [Text] rr_PerformanceAvailabilityWebSiteAddress etf.timothyplan.com

Performance Past Does Not Indicate Future [Text] rr_PerformancePastDoesNotIndicateFuture The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.

Bar Chart [Heading] rr_BarChartHeading Year-by-year Annual Total Returns (for calendar years ending on December 31)

Bar Chart Closing [Text Block] rr_BarChartClosingTextBlock

BEST QUARTER

WorsT QUARTER

Dec-22

Jun-22

5.80%

-9.26%

Performance Table Heading rr_PerformanceTableHeading Average Annual Total Returns (for periods ending on December 31, 2023)

Performance Table Uses Highest Federal Rate rr_PerformanceTableUsesHighestFederalRate 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.

Performance Table Not Relevant to Tax Deferred rr_PerformanceTableNotRelevantToTaxDeferred After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

HIGH DIVIDEND STOCK ENHANCED ETF | Victory US Large Cap High Dividend Volatility Weighted BRI Index (reflects no deduction for fees, expenses or taxes)

Prospectus [Line Items] rr_ProspectusLineItems

1 Year rr_AverageAnnualReturnYear01 (1.26%) ^[18]

Since Inception rr_AverageAnnualReturnSinceInception (1.46%) ^[18],[19]

HIGH DIVIDEND STOCK ENHANCED ETF | HIGH DIVIDEND STOCK ENHANCED ETF-Russell 1000 Value Index (reflects no deduction for fees, expenses or taxes)

Prospectus [Line Items] rr_ProspectusLineItems

1 Year rr_AverageAnnualReturnYear01 11.46% ^[20]

Since Inception rr_AverageAnnualReturnSinceInception 3.87% ^[19],[20]

HIGH DIVIDEND STOCK ENHANCED ETF | Excluded Security Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Excluded Security Risk. Because the Index omits Excluded Securities, the Fund may be riskier than other funds that invest in a broader array of securities. BRI may not be successful. Because the Index is reconstituted only at prescribed times during the year, the Fund may temporarily hold securities that do not comply with the BRI filtering criteria if the application of the criteria or the nature of a company’s business changes in between these dates.

HIGH DIVIDEND STOCK ENHANCED ETF | Index Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Index Risk. There is no guarantee that the Fund’s investment results will have a high degree of correlation to those of the Underlying Index or that the Fund will achieve its investment objective. Market disruptions and regulatory restrictions could have an adverse effect on the Fund’s ability to adjust its exposure to the required levels in order to track the Underlying Index. Errors in index data, index computations or the construction of the Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the Index Provider for a period of

time or at all, which may have an adverse impact on the Fund and its shareholders. Unusual market conditions may cause the Index Provider to postpone a scheduled rebalance, which could cause the Underlying Index to vary from its normal or expected composition.

HIGH DIVIDEND STOCK ENHANCED ETF | Equity Securities Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Equity Securities Risk. The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions in the United States or abroad. A company’s earnings or dividends may not increase as expected (or may decline) because of poor management, competitive pressures, reliance on particular suppliers or geographical regions, labor problems or shortages, corporate restructurings, fraudulent disclosures, man-made or natural disasters, military confrontations or wars, terrorism, public health crises, or other events, conditions and factors. Price changes may be temporary or last for extended periods.

HIGH DIVIDEND STOCK ENHANCED ETF | Stock Market Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Stock Market Risk. Overall stock market risks may affect the value of the Fund. Domestic and International factors such as political events, war, trade disputes, interest rate levels and other fiscal and monetary policy changes, pandemics and other public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires and floods, may add to instability in world economies and markets generally. The impact of these and other factors may be short-term or may last for extended periods.

HIGH DIVIDEND STOCK ENHANCED ETF | Passive Investment Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Passive Investment Risk. The Fund is not actively managed, and the Sub-Advisor does not take defensive positions under any market conditions, including declining markets.

HIGH DIVIDEND STOCK ENHANCED ETF | Calculation Methodology Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Calculation Methodology Risk. The Index relies on various sources of information to assess the criteria of issuers included in the Index, including information that may be based on assumptions and estimates. Neither the Fund, the Index Provider, nor the Advisor can offer assurances that the Index’s calculation methodology or sources of information will provide an accurate assessment of included issuers or correct valuation of securities, nor can they guarantee the availability or timeliness of the production of an Index.

HIGH DIVIDEND STOCK ENHANCED ETF | Tracking Error Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Tracking Error Risk. The Fund may be subject to tracking error, which is the divergence of the Fund’s performance from its index. Tracking error may occur because of, among other reasons, differences between the securities and other instruments held in the Fund’s portfolio and those included in the Index. This risk may be heightened during times of increased market volatility or other unusual market conditions. Tracking error also may result because the Fund incurs fees and expenses, while the Index does not.

HIGH DIVIDEND STOCK ENHANCED ETF | Exchange-Traded Fund (“ETF”) Structure Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Exchange-Traded Fund (“ETF”) Structure Risk. The Fund is structured as an exchange-traded fund (“ETF”) and, as a result, is subject to special risks, including:

●

Not Individually Redeemable. The Fund’s shares are not individually redeemable and may be redeemed by the Fund at its net asset value per share (“NAV”) only in large blocks known as Creation Units. The Fund may incur brokerage costs purchasing enough shares to constitute a Creation Unit. Alternatively, the Fund may redeem your shares by selling them on the secondary market at prevailing market prices.

●

Trading Issues. Trading in shares on the Exchange may be halted due to market conditions or for reasons that, in the

view of the Exchange, make trading in shares inadvisable, such as extraordinary market volatility. There can be no assurance that shares will continue to meet the listing requirements of the Exchange. There is no guarantee that an active secondary market will develop for the shares. In stressed market conditions, authorized participants may be unwilling to participate in the creation/redemption process, particularly if the market for shares becomes less liquid in response to deteriorating liquidity in the markets for the Fund’s underlying portfolio holdings, which may lead to widening of bid-ask spreads and differences between the market price of the shares and the underlying value of those shares.

●

Market Price Variance Risk. The market prices of shares will fluctuate in response to changes in NAV and supply and demand for shares and will include a bid-ask spread charged by the exchange specialists, market makers, or other participants that trade the particular security. There may be times when the market price and the NAV vary significantly, particularly in times of market stress. This means that shares may trade at a premium or discount to NAV and bid-ask spreads may widen.

●

Authorized Participants Concentration Risk. A limited number of financial institutions may be responsible for all or a significant portion of the creation and redemption activity for the Fund. If these firms exit the business or are unable or unwilling to process creation and/or redemption orders, shares may trade at a premium or discount to NAV and bid-ask spreads may widen.

●

Tax-Efficiency Risk. Redemptions of shares may be effected for cash, rather than in kind, which means that the Fund may need to sell portfolio securities in order to complete an in-cash redemption, and may recognize net gains on these sales. As a result, investments in the shares may be less tax-efficient than investments in ETFs that redeem solely or principally in kind, and the Fund may pay out higher annual capital gain distributions than if the in-kind redemption process was used.

HIGH DIVIDEND STOCK ENHANCED ETF | Valuation Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Valuation Risk. The sale price the Fund could receive for a security may differ from the Fund’s valuation of the security and may differ from the value used by the Index, particularly for securities that trade in low volume or volatile markets or that are valued using a fair value methodology. The Fund relies on various sources to calculate its NAV. The information may be provided by third parties that are believed to be reliable, but the information may not be accurate due to errors by such pricing sources, technological issues, or otherwise.

HIGH DIVIDEND STOCK ENHANCED ETF | Large Shareholder Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Large Shareholder Risk. Certain large shareholders, including other funds advised by the Advisor, may from time to time own a substantial amount of the Fund’s shares. The actions by one shareholder or multiple shareholders may have an impact on the Fund and, therefore, indirectly on other shareholders. Shareholder purchase and redemption activity may affect the per share amount of the Fund’s distributions of its net investment income and net realized capital gains, if any, thereby affecting the tax burden on the Fund’s shareholders subject to federal income tax. To the extent a larger shareholder (including, for example, an affiliated fund that operates as a fund-of-funds) is permitted to invest in the Fund, the Fund may experience large inflows or outflows of cash from time to time. This activity could magnify these adverse effects on the Fund.

You may lose money by investing in the Fund. There is no guarantee that the Fund will achieve its objective. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

By itself, the Fund does not constitute a complete investment plan and should be considered a long-term investment for investors who can afford to weather changes in the value of their investment.

HIGH DIVIDEND STOCK ENHANCED ETF | Risk Lose Money [Member]

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock You may lose money by investing in the Fund.

HIGH DIVIDEND STOCK ENHANCED ETF | Risk Not Insured Depository Institution [Member]

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

HIGH DIVIDEND STOCK ENHANCED ETF | Large-Capitalization Stock Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Large-Capitalization Stock Risk. The securities of large-sized companies may underperform the securities of smaller-sized companies or the market as a whole. The growth rate of larger, more established companies may lag those of smaller companies, especially during periods of economic expansion.

HIGH DIVIDEND STOCK ENHANCED ETF | Mid-Capitalization Stock Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Mid-Capitalization Stock Risk. Mid-sized companies may be subject to a number of risks not associated with larger, more established companies, potentially making their stock prices more volatile and increasing the risk of loss.

HIGH DIVIDEND STOCK ENHANCED ETF | Fixed Income Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Fixed Income Risk. The value of the Fund’s direct or indirect investments in fixed income securities changes in response to various factors, including, for example, market-related factors (such as changes in interest rates or changes in the risk appetite of investors generally) and changes in the actual or perceived ability of the issuer (or of issuers generally) to meet its (or their) obligations.

HIGH DIVIDEND STOCK ENHANCED ETF | Portfolio Turnover Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Portfolio Turnover Risk. Higher portfolio turnover ratios resulting from additional purchases and sales of portfolio securities will generally result in higher transaction costs and Fund expenses and may result in more significant distributions of short-term capital gains to investors, which are taxed as ordinary income.

HIGH DIVIDEND STOCK ENHANCED ETF | Investment Company Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Investment Company Risk. An investment company or similar vehicle (including an ETF) in which the Fund invests may not achieve its investment objective. Underlying investment vehicles are subject to investment Advisory and other expenses, which will be indirectly paid by the Fund. Lack of liquidity in an ETF could result in an ETF being more volatile than the underlying portfolio of securities.

HIGH DIVIDEND STOCK ENHANCED ETF | Index/Defensive Positioning Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Index/Defensive Positioning Risk. Because the Index’s allocation to cash versus securities is determined at month-end, there is a risk that the Index, and thus the Fund, will not react to changes in market conditions that occur between reallocations or will react to a short-term market swing that occurs at month end. The Fund will incur transaction costs and potentially adverse tax consequences in the event the Index allocates to cash. There is no guarantee that the Index’s prescribed defensive strategy, if employed, will be successful in minimizing downside market risk.

HIGH DIVIDEND STOCK ENHANCED ETF | Investment Strategy Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Investment Strategy Risk. The Fund’s dividend strategy may not be successful. Dividend paying stocks may fall out of favor relative to the overall market. In addition, the Index may not successfully identify companies that meet its objectives.

HIGH DIVIDEND STOCK ENHANCED ETF | HIGH DIVIDEND STOCK ENHANCED ETF Shares

Prospectus [Line Items] rr_ProspectusLineItems

Trading Symbol dei_TradingSymbol TPHE

Shareholder Fee, Other rr_ShareholderFeeOther none

Management Fees (as a percentage of Assets) rr_ManagementFeesOverAssets 0.52%

Acquired Fund Fees and Expenses rr_AcquiredFundFeesAndExpensesOverAssets 0.03%

Expenses (as a percentage of Assets) rr_ExpensesOverAssets 0.55% ^[21]

Expense Example, with Redemption, 1 Year rr_ExpenseExampleYear01 $ 56

Expense Example, with Redemption, 3 Years rr_ExpenseExampleYear03 175

Expense Example, with Redemption, 5 Years rr_ExpenseExampleYear05 305

Expense Example, with Redemption, 10 Years rr_ExpenseExampleYear10 $ 684

Annual Return 2022 rr_AnnualReturn2022 (10.44%)

Annual Return 2023 rr_AnnualReturn2023 (1.17%)

Highest Quarterly Return, Label rr_HighestQuarterlyReturnLabel BEST QUARTER

Highest Quarterly Return, Date rr_BarChartHighestQuarterlyReturnDate Dec. 31, 2022

Highest Quarterly Return rr_BarChartHighestQuarterlyReturn 5.80%

Lowest Quarterly Return, Label rr_LowestQuarterlyReturnLabel WorsT QUARTER

Lowest Quarterly Return, Date rr_BarChartLowestQuarterlyReturnDate Jun. 30, 2022

Lowest Quarterly Return rr_BarChartLowestQuarterlyReturn (9.26%)

1 Year rr_AverageAnnualReturnYear01 (1.17%)

Since Inception rr_AverageAnnualReturnSinceInception (1.62%) ^[19]

HIGH DIVIDEND STOCK ENHANCED ETF | HIGH DIVIDEND STOCK ENHANCED ETF Shares | After Taxes on Distributions

Prospectus [Line Items] rr_ProspectusLineItems

1 Year rr_AverageAnnualReturnYear01 (1.74%) ^[22]

Since Inception rr_AverageAnnualReturnSinceInception (2.20%) ^[19],[22]

HIGH DIVIDEND STOCK ENHANCED ETF | HIGH DIVIDEND STOCK ENHANCED ETF Shares | After Taxes on Distributions and Sales

Prospectus [Line Items] rr_ProspectusLineItems

1 Year rr_AverageAnnualReturnYear01 (0.26%) ^[22]

Since Inception rr_AverageAnnualReturnSinceInception (1.21%) ^[19],[22]

INTERNATIONAL ETF

Prospectus [Line Items] rr_ProspectusLineItems

Risk/Return [Heading] rr_RiskReturnHeading International ETF

Objective [Heading] rr_ObjectiveHeading INVESTMENT OBJECTIVE

Objective, Primary [Text Block] rr_ObjectivePrimaryTextBlock
The Fund seeks to provide investment results that track the performance of the Victory International Volatility Weighted BRI Index before fees and expenses.

Expense [Heading] rr_ExpenseHeading FEES AND EXPENSES OF THE FUND

Expense Narrative [Text Block] rr_ExpenseNarrativeTextBlock
This table describes the fees and expenses that you may pay if you buy and hold shares (“Shares”) of the Fund. Investors may incur usual or customary brokerage commissions and other charges on their purchases and sales of Shares of the Fund in the secondary market, which are not reflected in the table or the example below.

Shareholder Fees Caption [Text] rr_ShareholderFeesCaption SHAREHOLDER FEES (fees paid directly from your investment)

Operating Expenses Caption [Text] rr_OperatingExpensesCaption ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)

Portfolio Turnover [Heading] rr_PortfolioTurnoverHeading PORTFOLIO TURNOVER

Portfolio Turnover [Text Block] rr_PortfolioTurnoverTextBlock
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover will generally indicate higher transaction costs resulting in higher taxes when Shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund’s performance. During the Fund’s most recent fiscal period, the Fund’s portfolio turnover rate was 34% of the average value of its portfolio.

Portfolio Turnover, Rate rr_PortfolioTurnoverRate 34.00%

Expense Example [Heading] rr_ExpenseExampleHeading EXAMPLE:

Expense Example Narrative [Text Block] rr_ExpenseExampleNarrativeTextBlock
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes that (1) you invest $10,000 in the Fund for the time periods indicated and then sell or continue to hold all of your shares at the end of the period, (2) your investment has a 5% return each year, and (3) the Fund’s operating expenses remain the same. This Example does not take into account the brokerage commissions that you may pay on your purchases and sales of Shares. Although your actual costs may be higher or lower, based upon these assumptions, your costs would be:

Strategy [Heading] rr_StrategyHeading PRINCIPAL INVESTMENT STRATEGIES

Strategy Narrative [Text Block] rr_StrategyNarrativeTextBlock
The Fund seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of its net assets directly or indirectly in the securities included in the Victory International Volatility Weighted BRI Index (the “Index” or the “Underlying Index”), an unmanaged, volatility weighted index created by the Sub-Advisor (the “Index Provider”). The Index Provider is not affiliated with the Fund or the Advisor.

The Index Provider combines fundamental criteria with individual security risk control achieved through volatility weighting of individual securities, rather than traditional market cap weighting. Such methodology is sometimes referred to as “Smart Beta.” The Index follows a proprietary rules-based methodology, developed by the Sub-Advisor, to construct its constituent securities:

●

The Index universe begins with the stocks included in the Nasdaq Victory International Volatility Weighted Index, a volatility weighted index comprised of the 500 largest publicly traded foreign companies by market capitalization with positive earnings over the last twelve months.

●

The Fund’s Advisor provides the Sub-Advisor with the list of Excluded Securities that do not satisfy the Advisor’s proprietary BRI filtering criteria. The Index Provider then removes the Excluded Securities from the Index.

The Index considers foreign companies to be those that are organized or domiciled in a developed country (excluding the U.S. and emerging markets) and whose stock principally trades on a foreign exchange. Representative developed markets include Canada, France, Germany, Great Britain, Japan, Hong Kong and Australia.

The Index is reconstituted every April and October (based on information as of the prior month-end) and is adjusted to limit exposure to any particular country to 20% and any particular sector to 25%. As of March 31, 2024, the Index had a market capitalization range from $2.8 billion to $365.4 billion (in USD).

The Fund seeks to track the returns of the Index before fees and expenses by employing, under normal circumstances, a “sampling” process to invest in a representative sample of stocks included in the Index. The Fund’s portfolio managers select these stocks using a statistical optimization process designed to produce investment characteristics that closely approximate those of the Index.

The Fund will not knowingly invest in Excluded Securities. Excluded Securities are securities issued by any company that is involved in the production or wholesale distribution of alcohol, tobacco, or gambling equipment, gambling enterprises, or which is involved, either directly or indirectly, in abortion or pornography, or promoting anti-family entertainment or non-biblical lifestyles. The Fund also reserves the right to exclude investments, in its best judgment, in other companies whose practices may not fall within the exclusions described above, but can be found offensive to basic, traditional Judeo-Christian values. In the event a company is subsequently discovered to be engaged in a prohibited practice, it will be liquidated at the next re-balancing.

Risk [Heading] rr_RiskHeading PRINCIPAL RISKS OF INVESTING IN THE FUND

Bar Chart and Performance Table [Heading] rr_BarChartAndPerformanceTableHeading PAST PERFORMANCE

Performance Narrative [Text Block] rr_PerformanceNarrativeTextBlock
The following bar chart and table provide some indication of the risks of investing in the Fund by showing the variability of the Fund’s performance from year to year and by comparing the Fund’s performance to a broad based index index and to the Underlying Index. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.

Performance data for the Fund may be available online at etf.timothyplan.com or by calling (800) 846-7526.

Performance Information Illustrates Variability of Returns [Text] rr_PerformanceInformationIllustratesVariabilityOfReturns The following bar chart and table provide some indication of the risks of investing in the Fund by showing the variability of the Fund’s performance from year to year and by comparing the Fund’s performance to a broad based index index and to the Underlying Index.

Performance Availability Phone [Text] rr_PerformanceAvailabilityPhone (800) 846-7526

Performance Availability Website Address [Text] rr_PerformanceAvailabilityWebSiteAddress etf.timothyplan.com

Performance Past Does Not Indicate Future [Text] rr_PerformancePastDoesNotIndicateFuture The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.

Bar Chart [Heading] rr_BarChartHeading Year-by-year Annual Total Returns (for calendar years ending on December 31)

Bar Chart Closing [Text Block] rr_BarChartClosingTextBlock

BEST QUARTER

WorsT QUARTER

Dec-22

Mar-20

15.31%

-22.78%

Performance Table Heading rr_PerformanceTableHeading Average Annual Total Returns (for periods ending on December 31, 2023)

Performance Table Uses Highest Federal Rate rr_PerformanceTableUsesHighestFederalRate 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.

Performance Table Not Relevant to Tax Deferred rr_PerformanceTableNotRelevantToTaxDeferred After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

INTERNATIONAL ETF | Victory International Volatility Weighted BRI Index (reflects no deduction for fees, expenses or taxes)

Prospectus [Line Items] rr_ProspectusLineItems

1 Year rr_AverageAnnualReturnYear01 17.65% ^[23]

Since Inception rr_AverageAnnualReturnSinceInception 4.68% ^[23],[24]

INTERNATIONAL ETF | INTERNATIONAL ETF-Russell 1000 Value Index (3) (reflects no deduction for fees, expenses or taxes)

Prospectus [Line Items] rr_ProspectusLineItems

1 Year rr_AverageAnnualReturnYear01 11.46% ^[25]

Since Inception rr_AverageAnnualReturnSinceInception 8.04% ^[24],[25]

INTERNATIONAL ETF | Excluded Security Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Excluded Security Risk. Because the Index omits Excluded Securities, the Fund may be riskier than other funds that invest in a broader array of securities. BRI may not be successful. Because the Index is reconstituted only at prescribed times during the year, the Fund may temporarily hold securities that do not comply with the BRI filtering criteria if the application of the criteria or the nature of a company’s business changes in between these dates.

INTERNATIONAL ETF | Index Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Index Risk. There is no guarantee that the Fund’s investment results will have a high degree of correlation to those of the Underlying Index or that the Fund will achieve its investment objective. Market disruptions and regulatory restrictions could have an adverse effect on the Fund’s ability to adjust its exposure to the required levels in order to track the Underlying Index. Errors in index data, index computations or the construction of the Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the Index Provider for a period of time or at all, which may have an adverse impact on the Fund and its shareholders. Unusual market conditions may cause the Index Provider to postpone a scheduled rebalance, which could cause the Underlying Index to vary from its normal or expected composition.

INTERNATIONAL ETF | Equity Securities Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Equity Securities Risk. The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions in the United States or abroad. A company’s earnings or dividends may not increase as expected (or may decline) because of poor management, competitive pressures, reliance on particular suppliers or geographical regions, labor problems or shortages, corporate restructurings, fraudulent disclosures, man-made or natural disasters, military confrontations or wars, terrorism, public health crises, or other events, conditions and factors. Price changes may be temporary or last for extended periods.

INTERNATIONAL ETF | Stock Market Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Stock Market Risk. Overall stock market risks may affect the value of the Fund. Domestic and International factors such as political events, war, trade disputes, interest rate levels and other fiscal and monetary policy changes, pandemics and other public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires and floods, may add to instability in world economies and markets generally. The impact of these and other factors may be short-term or may last for extended periods.

INTERNATIONAL ETF | Passive Investment Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Passive Investment Risk. The Fund is not actively managed, and the Sub-Advisor does not take defensive positions under any market conditions, including declining markets.

INTERNATIONAL ETF | Calculation Methodology Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Calculation Methodology Risk. The Index relies on various sources of information to assess the criteria of issuers included in the Index, including information that may be based on assumptions and estimates. Neither the Fund, the Index Provider, nor the Advisor can offer assurances that the Index’s calculation methodology or sources of information will provide an accurate assessment of included issuers or correct valuation of securities, nor can they guarantee the availability or timeliness of the production of an Index.

INTERNATIONAL ETF | Tracking Error Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Tracking Error Risk. The Fund may be subject to tracking error, which is the divergence of the Fund’s performance from its index. Tracking error may occur because of, among other reasons, differences between the securities and other instruments held in the Fund’s portfolio and those included in the Index. This risk may be heightened during times of increased market volatility or other unusual market conditions. Tracking error also may result because the Fund incurs fees and expenses, while the Index does not.

INTERNATIONAL ETF | Exchange-Traded Fund (“ETF”) Structure Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Exchange-Traded Fund (“ETF”) Structure Risk. The Fund is structured as an exchange-traded fund (“ETF”) and, as a result, is subject to special risks, including:

●

Not Individually Redeemable. The Fund’s shares are not individually redeemable and may be redeemed by the Fund at its net asset value per share (“NAV”) only in large blocks known as Creation Units. The Fund may incur brokerage costs

purchasing enough shares to constitute a Creation Unit. Alternatively, the Fund may redeem your shares by selling them on the secondary market at prevailing market prices.

●

Trading Issues. Trading in shares on the Exchange may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in shares inadvisable, such as extraordinary market volatility. There can be no assurance that shares will continue to meet the listing requirements of the Exchange. There is no guarantee that an active secondary market will develop for the shares. In stressed market conditions, authorized participants may be unwilling to participate in the creation/redemption process, particularly if the market for shares becomes less liquid in response to deteriorating liquidity in the markets for the Fund’s underlying portfolio holdings, which may lead to widening of bid-ask spreads and differences between the market price of the shares and the underlying value of those shares.

●

Market Price Variance Risk. The market prices of shares will fluctuate in response to changes in NAV and supply and demand for shares and will include a bid-ask spread charged by the exchange specialists, market makers, or other participants that trade the particular security. There may be times when the market price and the NAV vary significantly, particularly in times of market stress. This means that shares may trade at a premium or discount to NAV and bid-ask spreads may widen.

●

International Closed Market Trading Risk. Many of the Fund’s underlying securities trade on foreign exchanges that are closed when the Exchange is open; consequently, events may transpire while such foreign exchanges are closed but the Exchange is open that may change the value of such underlying securities relative to their last quoted prices on such foreign exchanges.

●

Authorized Participants Concentration Risk. A limited number of financial institutions may be responsible for all or a significant portion of the creation and redemption activity for the Fund. If these firms exit the business or are unable or unwilling to process creation and/or redemption orders, shares may trade at a premium or discount to NAV and bid-ask spreads may widen.

●

Tax-Efficiency Risk. Redemptions of shares may be effected for cash, rather than in kind, which means that the Fund may need to sell portfolio securities in order to complete an in-cash redemption, and may recognize net gains on these sales. As a result, investments in the shares may be less tax-efficient than investments in ETFs that redeem solely or principally in kind, and the Fund may pay out higher annual capital gain distributions than if the in-kind redemption process was used.

INTERNATIONAL ETF | Valuation Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Valuation Risk. The sale price the Fund could receive for a security may differ from the Fund’s valuation of the security and may differ from the value used by the Index, particularly for securities that trade in low volume or volatile markets or that are valued using a fair value methodology. The Fund relies on various sources to calculate its NAV. The information may be provided by third parties that are believed to be reliable, but the information may not be accurate due to errors by such pricing sources, technological issues, or otherwise.

INTERNATIONAL ETF | Large Shareholder Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Large Shareholder Risk. Certain large shareholders, including other funds advised by the Advisor, may from time to time own a substantial amount of the Fund’s shares. The actions by one shareholder or multiple shareholders may have an impact on the Fund and, therefore, indirectly on other shareholders. Shareholder purchase and redemption activity may affect the per share amount of the Fund’s distributions of its net investment income and net realized capital gains, if any, thereby affecting the tax burden on the Fund’s shareholders subject to federal income tax. To the extent a larger shareholder (including, for example, an affiliated fund that operates as a fund-of-funds) is permitted to invest in the Fund, the Fund may experience large inflows or outflows of cash from time to time. This activity could magnify these adverse effects on the Fund.

You may lose money by investing in the Fund. There is no guarantee that the Fund will achieve its objective. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

By itself, the Fund does not constitute a complete investment plan and should be considered a long-term investment for investors who can afford to weather changes in the value of their investment.

INTERNATIONAL ETF | Risk Lose Money [Member]

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock You may lose money by investing in the Fund.

INTERNATIONAL ETF | Risk Not Insured Depository Institution [Member]

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

INTERNATIONAL ETF | Foreign Securities Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Foreign Securities Risk. Foreign securities (including depositary receipts) are subject to political, regulatory, and economic risks not present in domestic investments. Foreign securities could be affected by factors not present in the U.S., including expropriation, confiscation of property, and difficulties in enforcing contracts. Compared to U.S. companies, there generally is less publicly available information about foreign companies and there may be less governmental regulation and supervision of foreign companies. Foreign securities generally experience more volatility than their domestic counterparts.

Depositary receipts may have additional risks, including creditworthiness of the depositary bank and the risk of an illiquid market. In addition, to the extent investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund. Fluctuations in the exchange rates between the U.S. dollar and foreign currencies, currency exchange control regulations, and restrictions or prohibitions on the repatriation of foreign currencies may negatively affect an investment.

INTERNATIONAL ETF | Sampling Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Sampling Risk. The Fund’s use of a representative sampling approach, if used, could result in it holding a smaller number of securities than are in the Index. As a result, an adverse development with an issuer or a small number of issuers of securities held by the Fund could result in a greater decline in NAV than would be the case if the Fund held all of the securities in the Index. To the extent the assets in the Fund are smaller, these risks will be greater.

INTERNATIONAL ETF | INTERNATIONAL ETF Shares

Prospectus [Line Items] rr_ProspectusLineItems

Trading Symbol dei_TradingSymbol TPIF

Shareholder Fee, Other rr_ShareholderFeeOther none

Management Fees (as a percentage of Assets) rr_ManagementFeesOverAssets 0.62%

Expenses (as a percentage of Assets) rr_ExpensesOverAssets 0.62%

Expense Example, with Redemption, 1 Year rr_ExpenseExampleYear01 $ 63

Expense Example, with Redemption, 3 Years rr_ExpenseExampleYear03 199

Expense Example, with Redemption, 5 Years rr_ExpenseExampleYear05 346

Expense Example, with Redemption, 10 Years rr_ExpenseExampleYear10 $ 774

Annual Return 2020 rr_AnnualReturn2020 7.66%

Annual Return 2021 rr_AnnualReturn2021 10.34%

Annual Return 2022 rr_AnnualReturn2022 (17.80%)

Annual Return 2023 rr_AnnualReturn2023 16.41%

Highest Quarterly Return, Label rr_HighestQuarterlyReturnLabel BEST QUARTER

Highest Quarterly Return, Date rr_BarChartHighestQuarterlyReturnDate Dec. 31, 2022

Highest Quarterly Return rr_BarChartHighestQuarterlyReturn 15.31%

Lowest Quarterly Return, Label rr_LowestQuarterlyReturnLabel WorsT QUARTER

Lowest Quarterly Return, Date rr_BarChartLowestQuarterlyReturnDate Mar. 31, 2020

Lowest Quarterly Return rr_BarChartLowestQuarterlyReturn (22.78%)

1 Year rr_AverageAnnualReturnYear01 16.41%

Since Inception rr_AverageAnnualReturnSinceInception 4.01% ^[24]

INTERNATIONAL ETF | INTERNATIONAL ETF Shares | After Taxes on Distributions

Prospectus [Line Items] rr_ProspectusLineItems

1 Year rr_AverageAnnualReturnYear01 16.11% ^[26]

Since Inception rr_AverageAnnualReturnSinceInception 3.71% ^[24],[26]

INTERNATIONAL ETF | INTERNATIONAL ETF Shares | After Taxes on Distributions and Sales

Prospectus [Line Items] rr_ProspectusLineItems

1 Year rr_AverageAnnualReturnYear01 10.54% ^[26]

Since Inception rr_AverageAnnualReturnSinceInception 3.33% ^[24],[26]

MARKET NEUTRAL ETF

Prospectus [Line Items] rr_ProspectusLineItems

Risk/Return [Heading] rr_RiskReturnHeading Market Neutral ETF

Objective [Heading] rr_ObjectiveHeading INVESTMENT OBJECTIVE

Objective, Primary [Text Block] rr_ObjectivePrimaryTextBlock
The Fund investment objective is high current income and low correlation to stocks and bonds. Low correlation means limiting exposure to stock market risk.

Expense [Heading] rr_ExpenseHeading FEES AND EXPENSES OF THE FUND

Expense Narrative [Text Block] rr_ExpenseNarrativeTextBlock
This table describes the fees and expenses that you may pay if you buy and hold shares (“Shares”) of the Fund. Investors may incur usual or customary brokerage commissions and other charges on their purchases and sales of Shares of the Fund in the secondary market, which are not reflected in the table or the example below.

Shareholder Fees Caption [Text] rr_ShareholderFeesCaption SHAREHOLDER FEES (fees paid directly from your investment)

Operating Expenses Caption [Text] rr_OperatingExpensesCaption ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)

Portfolio Turnover [Heading] rr_PortfolioTurnoverHeading PORTFOLIO TURNOVER

Portfolio Turnover [Text Block] rr_PortfolioTurnoverTextBlock
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover will generally indicate higher transaction costs resulting in higher taxes when Shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund’s performance. During the Fund’s most recent fiscal period, the Fund’s portfolio turnover rate was 112% of the average value of its portfolio.

Portfolio Turnover, Rate rr_PortfolioTurnoverRate 112.00%

Expense Example [Heading] rr_ExpenseExampleHeading EXAMPLE:

Expense Example Narrative [Text Block] rr_ExpenseExampleNarrativeTextBlock
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes that (1) you invest $10,000 in the Fund for the time periods indicated and then sell or continue to hold all of your shares at the end of the period, (2) your investment has a 5% return each year, and (3) the Fund’s operating expenses remain the same. This Example does not take into account the brokerage commissions that you may pay on your purchases and sales of Shares. Although your actual costs may be higher or lower, based upon these assumptions, your costs would be:

Strategy [Heading] rr_StrategyHeading PRINCIPAL INVESTMENT STRATEGIES

Strategy Narrative [Text Block] rr_StrategyNarrativeTextBlock
The Fund pursues its investment objective by implementing a proprietary, “market neutral” investment strategy designed to seek income from its investments while maintaining a low correlation to the foreign and domestic equity and bond markets. The Fund will be actively managed, meaning that the Sub-Advisor may make changes to the Fund’s portfolio at any time.

A Market Neutral strategy seeks to generate returns that are independent and uncorrelated to the market action of equity and fixed income markets. It accomplishes this by seeking to minimize or eliminate beta (the portfolio’s volatility in relation to movements in the market). The Timothy Plan Market Neutral ETF seeks to neutralize the equity market exposure (beta) from its long positions in dividend paying stocks as closely/completely as practicable using offsetting long and short positions in broad equity index futures. The primary component of residual return (i.e., the return after attempting to neutralize stock performance) is designed to be the income derived from those dividend paying stocks.

While generally the Fund’s investments will be broadly invested over a number of sectors, it is possible that the Fund’s investment strategy may result in an emphasis on certain sectors or sub-sectors of the market at any given time.

The Fund seeks both high income and low correlation to stocks and bonds. Inherent in the low correlation to stocks, the Fund seeks to minimize the volatility associated with investing in stocks.

The Fund uses a multi-strategy approach. First, it seeks income from long positions in foreign and domestic dividend producing equity securities of any market capitalization size that satisfy the Advisor’s proprietary BRI filtering criteria. Second, the Fund seeks to offset market risk by selling short high-correlating equity index futures contracts*, such as the S&P 500^® Index, or Russell 2000^®, or exchange-traded funds (“ETFs”) that track such indexes.

The Fund may own foreign currency denominated equities which trade on foreign exchanges. The Fund may also own depository receipts (i.e., ADRs, GDRs). In order to facilitate and by way of investment in these securities, the Fund may own foreign currency as well.

The Fund seeks to offset the remaining market risk by investing in long futures positions in the Nasdaq-100 Index and short futures positions in the S&P 500^® Index, or use similar strategies the Sub-Advisor deems appropriate and necessary under current market conditions.

As an alternative to investing directly in equity securities, the Fund can invest in them indirectly by investing in one or more investment companies (including ETFs) advised by the Sub-Advisor that are designed to track the Victory High Dividend Volatility Weighted BRI Index. The Victory US High Dividend Volatility Weighted BRI Index (the “Index”), is an unmanaged, volatility weighted index created by the Sub-Advisor (the “Index Provider”). The Index Provider is not affiliated with the Fund or the Advisor.

The Index Provider combines fundamental criteria with individual security risk control achieved through volatility weighting of individual securities, rather than traditional market-cap weighting. Such a methodology is sometimes referred to as “Smart Beta.” The Index follows a proprietary rules-based methodology, developed by the Fund’s Sub-Advisor, to construct its constituent securities.

The Fund will not knowingly invest in Excluded Securities. Excluded Securities are securities issued by any company that is involved in the production or wholesale distribution of alcohol, tobacco, or gambling equipment, gambling enterprises, or which is involved, either directly or indirectly, in abortion or pornography, or promoting anti-family entertainment or

*

Futures contracts are based on the value of the index to which they relate and do not invest in the individual securities that make up the particular index. Even though index futures don’t actually buy securities, the index upon which they are based includes and tracks Excluded Securities.

non-biblical lifestyles. In the event a company is subsequently discovered to be engaged in a prohibited practice, it will be liquidated at the next re-balancing. In the event a company is subsequently discovered to be engaged in a prohibited practice, it will be liquidated as soon as reasonably practical.

The Fund will not invest in non-affiliated investment company shares.

Risk [Heading] rr_RiskHeading PRINCIPAL RISKS OF INVESTING IN THE FUND

Bar Chart and Performance Table [Heading] rr_BarChartAndPerformanceTableHeading PAST PERFORMANCE

Performance Narrative [Text Block] rr_PerformanceNarrativeTextBlock
Performance information for the Fund is not included because the Fund has not completed a full calendar year of operations as of the date of this Prospectus (the Fund commenced trading on January 24, 2024). When such information is included, this section will provide some indication of the risks of investing in the Fund by showing changes in the Fund’s performance history from year to year and showing how the Fund’s average annual total returns compare with those of a broad measure of market performance. Although past performance of the Fund is no guarantee of how it will perform in the future, historical performance may give you some indication of the risks of investing in the Fund.

Performance data for the Fund may be available online at etf.timothyplan.com or by calling (800) 846-7526.

Performance One Year or Less [Text] rr_PerformanceOneYearOrLess Performance information for the Fund is not included because the Fund has not completed a full calendar year of operations as of the date of this Prospectus (the Fund commenced trading on January 24, 2024).

Performance Availability Phone [Text] rr_PerformanceAvailabilityPhone (800) 846-7526

Performance Availability Website Address [Text] rr_PerformanceAvailabilityWebSiteAddress etf.timothyplan.com

Performance Past Does Not Indicate Future [Text] rr_PerformancePastDoesNotIndicateFuture Although past performance of the Fund is no guarantee of how it will perform in the future, historical performance may give you some indication of the risks of investing in the Fund.

MARKET NEUTRAL ETF | Equity Securities Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Equity Securities Risk. The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions in the United States or abroad. A company’s earnings or dividends may not increase as expected (or may decline) because of poor management, competitive pressures, reliance on particular suppliers or geographical regions, labor problems or shortages, corporate restructurings, fraudulent disclosures, man-made or natural disasters, military confrontations or wars, terrorism, public health crises, or other events, conditions and factors. Price changes may be temporary or last for extended periods.

MARKET NEUTRAL ETF | Stock Market Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Stock Market Risk. Overall stock market risks may affect the value of the Fund. Domestic and International factors such as political events, war, trade disputes, interest rate levels and other fiscal and monetary policy changes, pandemics and other public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires and floods, may add to instability in world economies and markets generally. The impact of these and other factors may be short-term or may last for extended periods.

MARKET NEUTRAL ETF | Liquidity Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Liquidity Risk. In stressed market conditions, the market for the Fund’s shares may become less liquid.

MARKET NEUTRAL ETF | Calculation Methodology Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Calculation Methodology Risk. The Index relies on various sources of information to assess the criteria of issuers included in the Index, including information that may be based on assumptions and estimates. Neither the Fund, the Index Provider, nor the Advisor can offer assurances that the Index’s calculation methodology or sources of information will provide an accurate assessment of included issuers or correct valuation of securities, nor can they guarantee the availability or timeliness of the production of an Index.

MARKET NEUTRAL ETF | Exchange-Traded Fund (“ETF”) Structure Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Exchange-Traded Fund (“ETF”) Structure Risk. The Fund is structured as an exchange-traded fund (“ETF”) and, as a result, is subject to special risks, including:

●

Not Individually Redeemable. The Fund’s shares are not individually redeemable and may be redeemed by the Fund at its net asset value per share (“NAV”) only in large blocks known as Creation Units. The Fund may incur brokerage costs purchasing enough shares to constitute a Creation Unit. Alternatively, the Fund may redeem your shares by selling them on the secondary market at prevailing market prices.

●

Trading Issues. Trading in shares on the Exchange may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in shares inadvisable, such as extraordinary market volatility. There can be no assurance that shares will continue to meet the listing requirements of the Exchange. There is no guarantee that an active secondary market will develop for the shares. In stressed market conditions, authorized participants may be unwilling to participate in the creation/redemption process, particularly if the market for shares becomes less liquid in response to deteriorating liquidity in the markets for the Fund’s underlying portfolio holdings, which may lead to widening of bid-ask spreads and differences between the market price of the shares and the underlying value of those shares.

●

Market Price Variance Risk. The market prices of shares will fluctuate in response to changes in NAV and supply and demand for shares and will include a bid-ask spread charged by the exchange specialists, market makers, or other participants that trade the particular security. There may be times when the market price and the NAV vary

significantly, particularly in times of market stress. This means that shares may trade at a premium or discount to NAV and bid-ask spreads may widen.

●

International Closed Market Trading Risk. Many of the Fund’s underlying securities trade on foreign exchanges that are closed when the Exchange is open; consequently, events may transpire while such foreign exchanges are closed but the Exchange is open that may change the value of such underlying securities relative to their last quoted prices on such foreign exchanges

●

Authorized Participants Concentration Risk. A limited number of financial institutions may be responsible for all or a significant portion of the creation and redemption activity for the Fund. If these firms exit the business or are unable or unwilling to process creation and/or redemption orders, shares may trade at a premium or discount to NAV and bid-ask spreads may widen.

●

Tax-Efficiency Risk. Redemptions of shares may be effected for cash, rather than in kind, which means that the Fund may need to sell portfolio securities in order to complete an in-cash redemption, and may recognize net gains on these sales. As a result, investments in the shares may be less tax-efficient than investments in ETFs that redeem solely or principally in kind, and the Fund may pay out higher annual capital gain distributions than if the in-kind redemption process was used.

MARKET NEUTRAL ETF | Valuation Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Valuation Risk. The sale price the Fund could receive for a security may differ from the Fund’s valuation of the security and may differ from the value used by the Index, particularly for securities that trade in low volume or volatile markets or that are valued using a fair value methodology. The Fund relies on various sources to calculate its NAV. The information may be provided by third parties that are believed to be reliable, but the information may not be accurate due to errors by such pricing sources, technological issues, or otherwise.

MARKET NEUTRAL ETF | Large Shareholder Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Large Shareholder Risk. Certain large shareholders, including other funds advised by the Advisor, may from time to time own a substantial amount of the Fund’s shares. The actions by one shareholder or multiple shareholders may have an impact on the Fund and, therefore, indirectly on other shareholders. Shareholder purchase and redemption activity may affect the per share amount of the Fund’s distributions of its net investment income and net realized capital gains, if any, thereby affecting the tax burden on the Fund’s shareholders subject to federal income tax. To the extent a larger shareholder (including, for example, an affiliated fund that operates as a fund-of-funds) is permitted to invest in the Fund, the Fund may experience large inflows or outflows of cash from time to time. This activity could magnify these adverse effects on the Fund.

You may lose money by investing in the Fund. There is no guarantee that the Fund will achieve its objective. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

By itself, the Fund does not constitute a complete investment plan and should be considered a long-term investment for investors who can afford to weather changes in the value of their investment.

MARKET NEUTRAL ETF | Risk Lose Money [Member]

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock You may lose money by investing in the Fund.

MARKET NEUTRAL ETF | Risk Not Insured Depository Institution [Member]

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

MARKET NEUTRAL ETF | Large-Capitalization Stock Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Large-Capitalization Stock Risk. The securities of large-sized companies may underperform the securities of smaller-sized companies or the market as a whole. The growth rate of larger, more established companies may lag those of smaller companies, especially during periods of economic expansion.

MARKET NEUTRAL ETF | Investment Company Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Investment Company Risk. An investment company or similar vehicle (including an ETF) in which the Fund invests may not achieve its investment objective. Underlying investment vehicles are subject to investment Advisory and other expenses, which will be indirectly paid by the Fund. A lack of liquidity in an ETF could result in an ETF being more volatile than the underlying portfolio of securities.

MARKET NEUTRAL ETF | Foreign Securities Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Foreign Securities Risk. Foreign securities (including depositary receipts) are subject to political, regulatory, and economic risks not present in domestic investments. Foreign securities could be affected by factors not present in the U.S., including expropriation, confiscation of property, and difficulties in enforcing contracts. Compared to U.S. companies, there generally is less publicly available information about foreign companies and there may be less governmental regulation and supervision of foreign companies. Foreign securities generally experience more volatility than their domestic counterparts. Depositary receipts may have additional risks, including creditworthiness of the depositary bank and the risk of an illiquid market. In addition, to the extent investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund. Fluctuations in the exchange rates between the U.S. dollar and foreign currencies, currency exchange control regulations, and restrictions or prohibitions on the repatriation of foreign currencies may negatively affect an investment.

MARKET NEUTRAL ETF | Smaller-Capitalization Stock Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Smaller-Capitalization Stock Risk. Small- and mid-capitalization companies are subject to a number of risks not associated with larger, more established companies, potentially making their stock prices more volatile and increasing the risk of loss. Smaller companies may have limited markets, product lines, or financial resources and lack management experience and may experience higher failure rates than larger companies.

MARKET NEUTRAL ETF | BRI Excluded Securities Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
BRI Excluded Securities Risk. Because the Fund may not invest in BRI filtered Excluded Securities, the Fund may be riskier than other funds that invest in a broader array of securities. BRI screening may not assist the Fund to achieve its investment objectives.

MARKET NEUTRAL ETF | Price Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Price Risk. ETF market prices may deviate from the BRI Excluded Security Risk. Because the Fund may not invest in BRI filtered Excluded Securities, the Fund may be riskier than other funds that invest in a broader array of securities. BRI screening may not assist the Fund to achieve its investment objectives.

MARKET NEUTRAL ETF | Active Market Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Active Market Risk. An active trading market for the Fund’s shares may not develop or be maintained. In times of market stress, market makers and/or Authorized Participants may step away from their roles, which may result in wider bid/ask spreads and variances between the market price of the Fund’s shares and the underlying value of those shares.

MARKET NEUTRAL ETF | Sector Risk

Prospectus [Line Items] rr_ProspectusLineItems

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

MARKET NEUTRAL ETF | Investment Style Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Investment Style Risk. Different types of investment styles, for example growth or value, tend to perform differently and shift into and out of favor with investors depending on changes in market and economic sentiment and conditions. As a result, the Fund’s performance may at times be worse than the performance of other funds that invest more broadly or that have different investment styles.

MARKET NEUTRAL ETF | Derivatives Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Derivatives Risk. Derivative instruments and strategies, including futures and selling securities short, may not perfectly replicate direct investment in the security. Derivatives also entail exposure to counterparty credit risk, the risk of mispricing or improper valuation, and the risk that small price movements can result in substantial gains or losses.

●

Futures Contracts Risk. The Fund’s use of futures contracts exposes the Fund to leverage and tracking risks because a small investment in futures contracts may produce large losses and futures contracts may not be perfect substitutes for securities.

●

Hedging Risk. Hedging is a strategy in which the Fund uses a derivative to offset the risks associated with other Fund holdings. There can be no assurance that the Fund’s hedging strategy will reduce risk or that hedging transactions will be either available or cost effective. The Fund is not required to use hedging and may choose not to do so.

●

Leverage Risk. Using futures contracts to increase the Fund’s combined long and short exposure creates leverage, which can magnify the Fund’s potential for gain or loss and, therefore, amplify the effects of market volatility on the Fund’s share price.

MARKET NEUTRAL ETF | Management Risk

Prospectus [Line Items] rr_ProspectusLineItems

Risk [Text Block] rr_RiskTextBlock
Management Risk. The portfolio manager may not execute the Fund’s principal investment strategy effectively. Please see “The Sub-Advisor” section of the prospectus for a discussion of the Sub-Advisor’s experience in managing funds.

MARKET NEUTRAL ETF | MARKET NEUTRAL ETF Shares

Prospectus [Line Items] rr_ProspectusLineItems

Trading Symbol dei_TradingSymbol TPMN

Shareholder Fee, Other rr_ShareholderFeeOther none

Management Fees (as a percentage of Assets) rr_ManagementFeesOverAssets 0.65%

Expenses (as a percentage of Assets) rr_ExpensesOverAssets 0.65%

Expense Example, with Redemption, 1 Year rr_ExpenseExampleYear01 $ 66

Expense Example, with Redemption, 3 Years rr_ExpenseExampleYear03 208

Expense Example, with Redemption, 5 Years rr_ExpenseExampleYear05 362

Expense Example, with Redemption, 10 Years rr_ExpenseExampleYear10 $ 810

[1] Victory US Small Cap Volatility Weighted BRI Index is an unmanaged, volatility weighted index created by the Fund’s Sub-Advisor. A volatility weighted index assigns percentage values to each security in the index based on the volatility of that security in the market. More volatile stocks have a lower weighting, and less volatile stocks are assigned a higher weighting. The Index assumes reinvestment of all dividends and distributions and does not reflect any asset-based charges for investment management or other expenses.

[2] December 2, 2019

[3] The Russell 2000^© Index is a market capitalization-weighted index that measures the performance of the 2000 smallest US stocks in the Russell 3000^© Index, as measured by market capitalization.

[4] 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. 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-deferred arrangements, such as 401(k) plans or individual retirement accounts.

[5] Victory US Large/Mid Cap Volatility Weighted BRI Index is an unmanaged, volatility weighted index created by the Fund’s Sub-Advisor. A volatility weighted index assigns percentage values to each security in the index based on the volatility of that security in the market. More volatile stocks have a lower weighting, and less volatile stocks are assigned a higher weighting. The Index assumes reinvestment of all dividends and distributions and does not reflect any asset-based charges for investment management or other expenses.

[6] April 29, 2019

[7] The Standard & Poors 500 (“S&P 500”) Index is market capitalization-weighted index tracking the performance of the 500 largest companies listed on stock exchanges in the United States as measured by market capitalization.

[8] 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. 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-deferred arrangements, such as 401(k) plans or individual retirement accounts.

[9] Victory US Large/Mid Cap Volatility Weighted BRI Index is an unmanaged, volatility weighted index created by the Fund’s Sub-Advisor. A volatility weighted index assigns percentage values to each security in the index based on the volatility of that security in the market. More volatile stocks have a lower weighting, and less volatile stocks are assigned a higher weighting. The Index assumes reinvestment of all dividends and distributions and does not reflect any asset-based charges for investment management or other expenses.

[10] July 28, 2021

[11] The Standard & Poors 500 (“S&P 500”) Index is market capitalization-weighted index tracking the performance of the 500 largest companies listed on stock exchanges in the United States as measured by market capitalization.

[12] Total Annual Operating Expenses don’t agree to the Financial highlights due to acquired fund fees and expenses.

[13] 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. 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-deferred arrangements, such as 401(k) plans or individual retirement accounts.

[14] Victory US Large Cap High Dividend Volatility Weighted BRI Index is an unmanaged, volatility weighted index created by the Fund’s
Sub-Advisor. A volatility weighted index assigns percentage values to each security in the index based on the volatility of that security in the market. More volatile stocks have a lower weighting, and less volatile stocks are assigned a higher weighting. The Index assumes reinvestment of all dividends and distributions and does not reflect any asset-based charges for investment management or other expenses.

[15] April 29, 2019

[16] The Russell 1000^© Value Index is a is a market-capitalization-weighted index that measures the performance of Russell1000^® Index companies (which consists of the 1,000 largest U.S. companies based on total market capitalization) with lower price-to-book ratios and lower forecasted growth rates.

[17] 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. 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-deferred arrangements, such as 401(k) plans or individual retirement accounts.

[18] Victory US Large Cap High Dividend Volatility Weighted BRI Index is an unmanaged, volatility weighted index created by the Fund’s Sub-Advisor. A volatility weighted index assigns percentage values to each security in the index based on the volatility of that security in the market. More volatile stocks have a lower weighting, and less volatile stocks are assigned a higher weighting. The Index assumes reinvestment of all dividends and distributions and does not reflect any asset-based charges for investment management or other expenses.

[19] July 28, 2021

[20] The Russell 1000© Value Index is a is a market-capitalization-weighted index that measures the performance of Russell1000^® Index companies (which consists of the 1,000 largest U.S. companies based on total market capitalization) with lower price-to-book ratios and lower forecasted growth rates.

[21] Total Annual Operating Expenses don’t agree to the Financial highlights due to acquired fund fees and expenses.

[22] 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. 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-deferred arrangements, such as 401(k) plans or individual retirement accounts.

[23] Victory International Volatility Weighted BRI Index is an unmanaged, volatility weighted index created by the Fund’s Sub-Advisor. A volatility weighted index assigns percentage values to each security in the index based on the volatility of that security in the market. More volatile stocks have a lower weighting, and less volatile stocks are assigned a higher weighting. The Index assumes reinvestment of all dividends and distributions and does not reflect any asset-based charges for investment management or other expenses.

[24] December 2, 2019

[25] MSCI EAFE Index (“Industry Benchmark”) is a free float-adjusted, market capitalization-weighted index that measures the performance of stocks in the developed markets, excluding the United States and Canada.

[26] 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. 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-deferred arrangements, such as 401(k) plans or individual retirement accounts.

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If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart.
+ References
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-Publisher SEC
-Name Form N-1A
-Section 4
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If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Form N-1A
-Section 4
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+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
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-Section 4
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Heading for Expense Example.
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-Publisher SEC
-Name Form N-1A
-Section 3
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+ References
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-Publisher SEC
-Name Form N-1A
-Section 3
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+ References
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+ References
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+ References
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Risk/Return Summary Fee Table Includes the following information, in plain English under rule 421(d) under the Securities Act, after Item 2 Fees and expenses of the Fund This table describes the fees and expenses that you may pay if you buy and hold shared of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $[_____] in [name of fund family] funds. Shareholder Fees (fees paid directly from your investment) 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 you redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return per year and that the Fund's operating expenses remained the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be You would pay the following expenses if you did not redeem your shares The Example does not reflect sales charges (loads) on reinvested dividends [and other distributions]. If these sales charges (loads) were included, your costs would be higher. 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 may indicate higher transaction costs. 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 __% of the average value of its whole portfolio. Instructions. A.3.instructions.6 New Funds. For purposes of this Item, a "New Fund" is a Fund that does not include in Form N-1A financial statements reporting operating results or that includes financial statements for the Fund's initial fiscal year reporting operating results for a period of 6 months or less. The following Instructions apply to New Funds.
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-Section 3
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+ References
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The Fund may clarify in a footnote to the fee table that the total annual fund operating expenses under Item 3 do not correlate to the ratio of expenses to average net assets given in response to Item 8, which reflects the operating expenses of the Fund and does not include Acquired Fund fees and expenses.
+ References
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-Publisher SEC
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Total Annual Fund Operating Expenses. If the Fund is a Feeder Fund, reflect the aggregate expenses of the Feeder Fund and the Master Fund in a single fee table using the captions provided. In a footnote to the fee table, state that the table and Example reflect the expenses of both the Feeder and Master Funds. If the prospectus offers more than one Class of a Multiple Class Fund or more than one Feeder Fund that invests in the same Master Fund, provide a separate response for each Class or Feeder Fund. Base the percentages of "Annual Fund Operating Expenses" on amounts incurred during the Fund's most recent fiscal year, but include in expenses amounts that would have been incurred absent expense reimbursement or fee waiver arrangements. If the Fund has changed its fiscal year and, as a result, the most recent fiscal year is less than three months, use the fiscal year prior to the most recent fiscal year as the basis for determining "Annual Fund Operating Expenses."
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+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
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-Section 4
-Subsection b
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+ References
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-Publisher SEC
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-Section 4
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Management Fees include investment advisory fees (including any fees based on the Fund's performance), any other management fees payable to the investment adviser or its affiliates, and administrative fees payable to the investment adviser or its affiliates that are not included as "Other Expenses."
+ References
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-Publisher SEC
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-Section 3
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Investment Objectives/Goals. Disclose the Fund's investment objectives or goals. A Fund also may identify its type or category (e.g., that it is a Money Market Fund or a balanced fund).
+ References
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-Publisher SEC
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Investment Objectives/Goals. Disclose the Fund's investment objectives or goals. A Fund also may identify its type or category (e.g., that it is a Money Market Fund or a balanced fund).
+ References
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Annual Fund Operating Expenses (ongoing expenses that you pay each year as a percentage of the value of your investment)
+ References
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-Publisher SEC
-Name Form N-1A
-Section 3
-Subsection table
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If applicable, include a statement explaining that updated performance information is available and providing a Web site address and/or toll-free (or collect) telephone number where the updated information may be obtained.
+ References
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-Publisher SEC
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-Section 4
-Subsection b
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If applicable, include a statement explaining that updated performance information is available and providing a Website address and/or toll-free (or collect) telephone number where the updated information may be obtained.
+ References
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-Publisher SEC
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-Section 4
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Include the bar chart and table required by paragraphs (b)(2)(ii) and (iii) of this section. Provide a brief explanation of how the information illustrates the variability of the Fund's returns (e.g., by stating that the information provides some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year and by showing how the Fund's average annual returns for 1, 5, and 10 years compare with those of a broad measure of market performance). Provide a statement to the effect that the Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
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-Publisher SEC
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Risk/Return Bar Chart and Table.
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For a Fund that provides annual total returns for only one calendar year or for a Fund that does not include the bar chart because it does not have annual returns for a full calendar year, modify, as appropriate, the narrative explanation required by stating that the information gives some indication of the risks of an investment in the Fund by comparing the Fund's performance with a broad measure of market performance). Provide a brief explanation of how the information illustrates the variability of the Fund's returns (e.g., by stating that the information provides some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year and by showing how the Fund's average annual returns for 1, 5, and 10 years compare with those of a broad measure of market performance). Provide a statement to the effect that the Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
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-Publisher SEC
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-Publisher SEC
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-Paragraph 2
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Include the bar chart and table required by paragraphs (b)(2)(ii) and (iii) of this section. Provide a brief explanation of how the information illustrates the variability of the Fund's returns (e.g., by stating that the information provides some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year and by showing how the Fund's average annual returns for 1, 5, and 10 years compare with those of a broad measure of market performance). Provide a statement to the effect that the Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
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-Publisher SEC
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This item represents Average Annual Total Returns. If a Multiple Class Fund offers a Class in the prospectus that converts into another Class after a stated period, compute average annual total returns in the table by using the returns of the other Class for the period after conversion.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
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Provide a brief explanation that the actual after-tax returns depend on an investor's tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
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Provide a brief explanation that 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.
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-Publisher SEC
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Disclose the portfolio turnover rate provided in response to Item 14(a) for the most recent fiscal year (or for such shorter period as the Fund has been in operation). Disclose the period for which the information is provided if less than a full fiscal year. A Fund that is a Money Market Fund may omit the portfolio turnover information required by this Item.
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-Publisher SEC
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Disclose the portfolio turnover rate provided in response to Item 14(a) for the most recent fiscal year (or for such shorter period as the Fund has been in operation). Disclose the period for which the information is provided if less than a full fiscal year. A Fund that is a Money Market Fund may omit the portfolio turnover information required by this Item.
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Principal investment strategies of the Fund. Summarize how the Fund intends to achieve its investment objectives by identifying the Fund's principal investment strategies (including the type or types of securities in which the Fund invests or will invest principally) and any policy to concentrate in securities of issuers in a particular industry or group of industries.
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Principal investment strategies of the Fund. Summarize how the Fund intends to achieve its investment objectives by identifying the Fund's principal investment strategies (including the type or types of securities in which the Fund invests or will invest principally) and any policy to concentrate in securities of issuers in a particular industry or group of industries.
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