Form 497 NORTHERN LIGHTS FUND

HCM Dynamic Income Fund

Class A Shares HCMBX

Class I Shares HCMUX

Investor Class Shares HCMFX

PROSPECTUS

October 13, 2023

Adviser:

1145 Hembree Road

Roswell, Georgia 30076

www.howardcmfunds.com

1-855-969-8464

This Prospectus provides important information about
the Fund that you should know before investing. Please read it carefully and keep it for future reference.

These securities have not been approved or disapproved
by the Securities and Exchange Commission nor has the Securities and Exchange Commission passed upon the accuracy or adequacy of this
Prospectus. Any representation to the contrary is a criminal offense.

Table of Contents

Page

FUND SUMMARY – HCM DYNAMIC INCOME FUND	1
Investment Objective	1
Fees and Expenses of the Fund	1
Principal Investment Strategies	2
Principal Investment Risks	3
Performance	7
Purchase and Sale of Fund Shares	7
Tax Information	7
Payments to Broker-Dealers and Other Financial Intermediaries	7
ADDITIONAL INFORMATION ABOUT PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS	8
Investment Objective	8
Principal Investment Strategies	8
Principal Investment Risks	9
Temporary Investments	15
Portfolio Holdings Disclosure	15
Cybersecurity	15
MANAGEMENT	16
Investment Adviser	16
Portfolio Manager	17
HOW SHARES ARE PRICED	17
HOW TO PURCHASE SHARES	19
HOW TO REDEEM SHARES	26
FREQUENT PURCHASES AND REDEMPTIONS OF FUND SHARES	29
TAX STATUS, DIVIDENDS AND DISTRIBUTIONS	30
DISTRIBUTION OF SHARES	31
Distributor	31
Distribution Fees	31
Additional Compensation to Financial Intermediaries	32
Householding	32
FINANCIAL HIGHLIGHTS	32
PRIVACY NOTICE	34
Appendix A: Intermediary-Specific Sales Charge Waivers and Discounts	A-1

FUND SUMMARY – HCM DYNAMIC INCOME FUND

Investment Objective: The Fund seeks total
return.

Fees and Expenses of the Fund: This table describes
the fees and expenses that you may pay if you buy, hold and sell shares of the HCM Dynamic Income Fund (the “Fund”). You
may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and
examples below. You may qualify for sales charge discounts on purchases of Class A shares if you and your family invest, or agree
to invest in the future, at least $25,000 in the Fund. More information about these and other discounts is available from your financial
professional and in How to Purchase Shares on page 19 of the Prospectus.

Shareholder Fees (fees paid directly from your investment)	Class A	Class I	Investor Class
Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)	5.75%	None	None
Maximum Deferred Sales Charge (Load)	None	None	None
Redemption Fee (as a % of amount redeemed if held less than 30 days)	None	None	None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	1.25%	1.25%	1.25%
Distribution and Service (12b-1) Fees	0.25%	None	1.00%
Other Expenses	0.42%	0.41%	0.42%
Acquired Fund Fees and Expenses⁽¹⁾	0.17%	0.17%	0.17%
Total Annual Fund Operating Expenses	2.09%	1.83%	2.84%

(1)

Acquired Fund Fees and Expenses are the indirect costs of investing in other investment companies, including
exchange traded funds (“ETFs”). The operating expenses in this fee table will not correlate to the expense ratio in the Fund’s
financial highlights because the financial statements include only the direct operating expenses incurred by the Fund.

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 redeem all of your shares at the end of those periods. The Example also assumes that your
investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher
or lower, based upon these assumptions your costs would be:

Class	1 Year	3 Years	5 Years	10 Years
A	$775	$1,192	$1,634	$2,857
I	$186	$576	$990	$2,148
Investor	$287	$880	$1,499	$3,166

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 and may result in higher taxes when Fund shares are held in a taxable account. These costs,
which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. During the most recent
fiscal year, the Fund’s portfolio turnover rate was 298% of the average value of its portfolio.

Principal
Investment Strategies: The Fund seeks to achieve its investment objective through investments in long and/or short positions in fixed
income securities. The Fund defines fixed income securities as (i) bills, (ii) notes, (iii) structured notes, (iv) bonds,
(v) convertible bonds, or (vi) any other debt or debt-related securities, whether issued by U.S. or non-U.S. governments, U.S. or non-U.S.
agencies or instrumentalities, or corporate entities, and having fixed, variable, floating or inverse floating rates. The Fund may invest
in debt securities of any maturity or credit quality, including those rated below investment grade (“high yield securities”).
Below investment grade debt securities are those rated below Baa3 by Moody’s Investors Service or the equivalent of a nationally
recognized statistical rating organization. The Fund invests indirectly in fixed income securities by investing in mutual funds, exchange
traded funds or inverse exchange traded funds (sometimes referred to in this Prospectus as “Underlying Funds”), including
investment companies that use leverage that invest primarily in fixed income securities. The Fund may also invest in derivatives, including
options, financial futures, options on futures and swaps.

Howard Capital
Management, LLC (“the Adviser”) uses HCM-BuyLine® for Income (“HCM-BuyLine®”), its proprietary quantitative
model, to assist in determining when and which asset classes are bought and sold. The model’s calculations are updated daily and
evaluated weekly to determine whether the Fund’s holdings require a reallocation. If a reallocation is required, weaker holdings
are replaced with stronger assets as determined by the model.

The Adviser uses HCM BuyLine® to determine
when the Fund should be in or out of fixed income securities. HCM-BuyLine® uses trend analysis to identify the broad trend in the
fixed income market and which fixed income asset class is currently favored by the market. When the trend is up, the Adviser increases
the Fund’s exposure to fixed income. When the trend is down, the Adviser starts to reduce the Fund’s exposure to fixed income.
When the Fund is out of the fixed income security market, it invests in (i) put options to hedge the portfolio’s fixed income securities
and reduce volatility, (ii) equity index futures, and/or (iii) cash and cash equivalents. Put options generally have an inverse relationship
to the underlying security on which the option is held (i.e., when the value of the underlying security increases, the value of
the put option decreases). When the Fund is in the fixed income security market, it invests in fixed income securities and/or call options.
Call options generally have a direct relationship to the underlying security on which the option is held (i.e., when the value
of the underlying security increases, the value of the call option increases). The Fund may have 0-100% in direct and indirect investments
in fixed income securities depending on the strength of the trend identified by the HCM-BuyLine®.

The Adviser maintains the ability to invest a
large percentage of the Fund’s holdings in one asset class of the market. The overall asset allocation of the Fund is not fixed.
It changes dynamically as the Adviser decides to buy and sell any holding of the portfolio in response to changes in the model’s
quantitative measures as a means to take advantage of changes in U.S. and global market trends. The Adviser may engage in frequent buying
and selling of the portfolio securities to achieve the Fund’s objective.

Principal Investment Risks: As with all
mutual funds, there is the risk that you could lose money through your investment in the Fund. The Fund is not intended to be a complete
investment program. Many factors affect the Fund’s net asset value and performance.

Cash and Cash Equivalents Risk: When the Fund is out of the market and invests in cash and cash
equivalents, there is a risk that the market will begin to rise rapidly, and the Fund will not be able to reinvest its cash positions
into areas of the advancing market quickly enough to capture the initial returns of changing market conditions.

Equity Securities Risk: Equity securities are susceptible
to general stock market fluctuations and to volatile increases and decreases in value. The equity securities held by the Fund may experience
sudden, unpredictable drops in value or long periods of decline in value. This may occur because of factors affecting securities markets
generally, the equity securities of a particular sector, or a particular company.

Fixed Income Risk: When the Fund invests in fixed income securities, the value of your investment
in the Fund will fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in the value of fixed
income securities owned by the Fund. 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. Other risk factors include credit risk (the debtor may default),
extension risk (an issuer may exercise its right to repay principal on a fixed rate obligation held by the Fund later than expected),
and prepayment risk (the debtor may pay its obligation early, reducing the amount of interest payments).

These risks could affect the value
of a particular investment by the Fund, possibly causing the Fund’s share price and total return to be reduced and fluctuate more
than other types of investments. A rise in interest rates may result in a decline in the value of the bond investments held by the Fund.

Foreign Securities Risk: Because the Fund’s investments
may include foreign securities, the Fund is subject to risks beyond those associated with investing in domestic securities. Foreign companies
are generally not subject to the same regulatory requirements of U.S. companies thereby resulting in less publicly available information
about these companies. In addition, foreign accounting, auditing and financial reporting standards generally differ from those applicable
to U.S. companies.

Government-Sponsored Entities Risk: The Fund invests in securities issued or guaranteed by government-sponsored
entities, but these securities may not be guaranteed or insured by the U.S. government and may only be supported by the credit of the
issuing agency.

Hedging Risk: When the Adviser believes market conditions are unfavorable, the Adviser may attempt
to “hedge” with defensive positions and strategies including, for example, holding substantial positions in lower-yield fixed-income
securities and/or cash equivalents, which may limit potential gains when compared to unhedged funds. There can be no assurance that the
Fund’s hedging strategy will reduce the risk of the Fund’s investments.

Interest Rate Risk: The value of the Fund may fluctuate based on changes in interest rates and
market conditions. As interest rates rise, the value of income producing instruments may decrease. This risk increases as the term of
the note increases.

Inverse ETF Risk: Investing in inverse ETFs may result in increased volatility and will magnify
the Fund’s losses or gains. Inverse ETFs will prevent the Fund from participating in market-wide or sector-wide gains. Inverse ETFs
may be ineffective hedging vehicles because their price changes may not be highly correlated to the Fund’s assets they are intended
to hedge. Inverse ETFs are funds designed to rise in price when stock prices are falling. Inverse funds seek daily investment results,
before fees and expenses, which correspond to the inverse (opposite) of the daily performance of a specific benchmark. Most inverse ETFs
reset daily (meaning they aim to achieve their stated objective daily). Accordingly, their performance over longer terms can perform very
differently than underlying assets and benchmarks, and volatile markets can amplify this effect. During periods of market volatility,
inverse ETFs may not perform as expected.

Investment Model Risk: Like all quantitative analysis, the Adviser’s investment model carries
a risk that the mathematical model used might be based on one or more incorrect assumptions. No assurance can be given that the Fund will
be successful under all or any market conditions.

Junk Bonds Risk: Lower-quality bonds, known as “high yield” or “junk” bonds,
present greater risk than bonds of higher quality, including an increased risk of default. An economic downturn or period of rising interest
rates could adversely affect the market for these bonds and reduce the Fund’s ability to sell its bonds. The lack of a liquid market
for these bonds could decrease the Fund’s share price.

Large Capitalization Stock Risk: Large-capitalization companies may be less able than smaller capitalization
companies to adapt to changing market conditions. Large-capitalization companies may be more mature and subject to more limited growth
potential compared with smaller capitalization companies. During different market cycles, the performance of large capitalization companies
has trailed the overall performance of the broader securities markets.

Leverage Risk: The use of leverage by the Fund, such as borrowing money to purchase securities
or the use of options, will cause the Fund to incur additional expenses and magnify the Fund’s gains or losses.

Limited History of Operations Risk: The Fund is a new mutual fund with limited history of operations
for investors to evaluate.

Management Risk: The Adviser’s reliance on its strategy and judgments about the attractiveness,
value and potential appreciation of particular securities and the tactical allocation among the Fund’s investments may prove to
be incorrect and may not produce the desired results.

Market and Geopolitical Risk: The increasing interconnectivity between global economies and financial
markets increases the likelihood that events or conditions in one region or financial market may adversely impact issuers in a different
country, region or financial market. Securities in the Fund’s portfolio may underperform due to inflation (or expectations for inflation),
interest rates, global demand for particular products or resources, natural disasters, climate change and climate-related events, pandemics,
epidemics, terrorism, international conflicts, regulatory events and governmental or quasi-governmental actions. The occurrence of global
events similar to those in recent years may result in market volatility and may have long term effects on both the U.S. and global financial
markets.

Options Risk: When the Fund purchases a put option on a security or index it may lose the entire
premium paid if the underlying security or index does not decrease in value. When the Fund purchases a call option on a security or index
it may lose the entire premium paid if the underlying security or index does not increase in value. The Fund is also exposed to default
by the option writer who may be unwilling or unable to perform its contractual obligations to the Fund.

Short Position Risk: The Fund’s short positions may result in a loss if the price of the
short position instruments rises and it costs more to replace the short positions. In contrast to the Fund’s long positions, for
which the risk of loss is typically limited to the amount invested, the potential loss on the Fund’s short positions is potentially
large. Market factors may prevent the Fund from closing out a short position at the most desirable time or at a favorable price.

Small and Medium Capitalization Stock Risk: The price of small
or medium capitalization company stocks may be subject to more abrupt or erratic market movements than larger, more established companies
or the market averages in general.

Structured Notes Risk: Structured notes are typically issued by banks or brokerage firms, and have
interest and/or principal payments which are linked to changes in the price level of certain assets or to the price performance of certain
indices. The value of a structured note will be influenced by time to maturity, level of supply and demand for this type of note, interest
rate and market volatility, changes in the issuer’s credit quality rating, and economic, legal, or political events that affect
the industry. Structured notes may involve leverage risk, tracking risk and issuer default risk. In addition, there may be a lag between
a change in the value of the underlying reference asset and the value of the structured note. Structured notes may also be subject to
counterparty risk. The Fund may also be exposed to increased transaction costs when it seeks to sell such notes in the secondary market.

Swaps Risk: Swap agreements are subject to the risk that the counterparty to the swap will default
on its obligation to pay the Fund and the risk that the Fund will not be able to meet its obligations to pay the counterparty to the swap.
Swap agreements may also involve fees, commissions or other costs that may reduce the Fund’s gains from a swap agreement or may
cause the Fund to lose money.

Turnover Risk: A higher portfolio turnover will result in higher
transactional and brokerage costs and may result in higher taxes when Fund shares are held in a taxable account.

·
Underlying Funds Risk: ETFs are subject to investment advisory and other expenses, which
will be indirectly paid by the Fund. As a result, the cost of investing in the Fund will be higher than the cost of investing directly
in other investment companies and may be higher than other mutual funds that invest directly in securities. The market value of ETF shares
may differ from their net asset value. Each investment company is subject to specific risks, depending on the nature of the fund.

Performance:
Because the Fund does not yet have a full calendar year of investment operations, no performance information is presented for
the Fund at this time. In the future, performance information will be presented in this section of this Prospectus. Updated performance
information is available at no cost by visiting www.howardcmfunds.com
or by calling 1-855-969-8464.

Investment Adviser: Howard Capital Management,
Inc. (the “Adviser”).

Portfolio
manager: Vance Howard, President, CEO, Chairman of the Board and founder of the Adviser, has served the Fund as its Portfolio manager
since it commenced operations in 2022.

Purchase and Sale of Fund Shares: The
investment minimums for the Fund are:

	Initial Investment		Subsequent Investment
Class	Regular Account	Retirement Account	Regular Account	Retirement Account
A	$2,500	$1,000	$500	$250
I	$50,000	$1,000	$500	$250
Investor	$2,500	$1,000	$500	$250

The Fund reserves the right to waive any investment
minimum. You may purchase and redeem shares of the Fund on any day that the New York Stock Exchange is open. Redemption requests may be
made in writing, or through a financial intermediary and will be paid by ACH, check or wire transfer.

Tax Information:
Dividends and capital gain distributions you receive from the Fund, whether you reinvest
your distributions in additional Fund shares or receive them in cash, are taxable to you at either ordinary income or capital gains tax
rates unless you are investing through a tax-deferred plan such as an IRA or 401(k) plan. However, these dividend and capital gain distributions
may be taxable upon their eventual withdrawal from tax-deferred plans.

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

ADDITIONAL INFORMATION ABOUT
PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS

Investment Objective:

The Fund seeks total return.

The Fund’s investment objective may be changed
by the Board of Trustees (the “Board”) upon 60 days’ written notice to shareholders.

Principal Investment Strategies:

The Fund seeks to achieve its investment objective
through investments in long and/or short positions in fixed income securities. The Fund defines fixed income securities as
(i) bills, (ii) notes, (iii) structured notes, (iv) bonds, (v) convertible bonds, or (vi) any other debt or debt-related securities, whether
issued by U.S. or non-U.S. governments, U.S. or non-U.S. agencies or instrumentalities, or corporate entities, and having fixed, variable,
floating or inverse floating rates. The Fund may invest in debt securities of any maturity or credit quality, including those rated below
investment grade (“high yield securities”). Below investment grade debt securities are those rated below Baa3 by Moody’s
Investors Service or the equivalent of a nationally recognized statistical rating organization. The Fund invests indirectly in fixed income
securities by investing in mutual funds, exchange traded funds or inverse exchange traded funds (sometimes referred to in this Prospectus
as “Underlying Funds”), including investment companies that use leverage that invest primarily in fixed income securities.
The Fund may also invest in derivatives, including options, financial futures, options on futures and swaps.

The Adviser uses HCM-BuyLine® for Income (“HCM-BuyLine®”),
its proprietary quantitative model, to assist in determining when and which asset classes are bought and sold. The model’s calculations
are updated daily and evaluated weekly to determine whether the Fund’s holdings require a reallocation. If a reallocation is required,
weaker holdings are replaced with stronger assets as determined by the model.

When the Fund
is out of the fixed income security market, it invests in (i) put options to hedge the portfolio’s fixed income securities and reduce
volatility, (ii) equity index futures, and/or (iii) cash and cash equivalents. Put options generally have an inverse relationship to the
underlying security on which the option is held (i.e., when the value of the underlying security increases, the value of the put
option decreases). Equity index futures are utilized by the Fund when the Adviser believes that doing so provides greater efficiency and
lower cost than investing directly in equity securities and when such futures are attractively priced.

When the Fund is in the fixed income security
market, it invests in fixed income securities and/or call options. Call options generally have a direct relationship to the underlying
security on which the option is held (i.e., when the value of the underlying security increases, the value of the call option increases).
The Fund may have 0-100% in direct and indirect investments in fixed income securities and call options or 0-100% in cash and cash equivalents
and put options depending on the strength of the trend identified by the HCM-BuyLine®. Cash and cash equivalents are highly liquid
assets including coin, currency and short-term investments that typically mature in 30-90 days.

Principal Investment Risks:

The following risks may apply to the Fund’s
direct investments as well as the Fund’s indirect risks through investing in investment companies as noted below:

Convertible Bond Risk: Convertible bonds are hybrid securities
that have characteristics of both bonds and common stocks and are subject to fixed income security risks and conversion value-related
equity risk. Convertible bonds are similar to other fixed-income securities because they usually pay a fixed interest rate and are obligated
to repay principal on a given date in the future. The market value of fixed-income securities tends to decline as interest rates increase.
Convertible bonds are particularly sensitive to changes in interest rates when their conversion to equity feature is small relative to
the interest and principal value of the bond. Convertible issuers may not be able to make principal and interest payments on the bond
as they become due. Convertible bonds may also be subject to prepayment or redemption risk.

Debt Instrument Risk: The Fund may invest in, or seek exposure
to, debt instruments. Debt instruments may have varying levels of sensitivity to changes in interest rates, credit risk and other factors.
Many types of debt instruments are subject to prepayment risk, which is the risk that the issuer of the security will repay principal
prior to the maturity date. In addition, changes in the credit quality of the issuer of a debt instrument can also affect the price of
a debt instrument, as can an issuer’s default on its payment obligations. Such factors may cause the value of an investment in the
Fund to decrease.

Duration Risk: Longer-term securities may be more sensitive to interest rate changes. A heightened
risk is posed by rising interest rates to a fund whose portfolios include longer-term fixed income securities. Effective duration estimates
price changes for relatively small changes in rates. If rates rise significantly, effective duration may tend to understate the drop in
a security’s price. If rates drop significantly, effective duration may tend to overstate the rise in a security’s price.

Fixed Income Risk: Fixed income risk factors include credit
risk (the debtor may default) and prepayment risk (the debtor may pay its obligation early or later than expected, potentially reducing
the amount of interest payments or extending time to principal repayment). These risks could affect the value of a particular investment
possibly causing the Fund’s share price and total return to be reduced and fluctuate more than other types of investments. When
the Fund invests in fixed income securities the value of your investment in the Fund will fluctuate with changes in interest rates. Typically,
a rise in interest rates causes a decline in the value of fixed income securities. In general, the market price of debt securities with
longer maturities will increase or decrease more in response to changes in interest rates than shorter-term securities. If the U.S. Federal
Reserve’s Federal Open Market Committee raises the federal funds interest rate target, interest rates across the U.S. financial
system may rise. However, the magnitude of rate changes across maturities and borrower sectors is uncertain. Rising rates may decrease
liquidity and increase volatility, which may make portfolio management more difficult and costly to the Fund and its shareholders. Additionally,
default risk increases if issuers must borrow at higher rates. Generally, changing market conditions may cause the Fund’s share
price to fluctuate or decline more than other types of equity investments.

Foreign Securities Risk: To the extent the Fund invest in
foreign securities, the Fund could be subject to greater risks because the Fund’s performance may depend on issues other than the
performance of a particular company or U.S. market sector. Changes in foreign economies and political climates are more likely to affect
the Fund than a mutual fund that invests exclusively in U.S. companies. The value of foreign securities is also affected by the value
of the local currency relative to the U.S. dollar. There may also be less government supervision of foreign markets, resulting in non-uniform
accounting practices and less publicly available information. The values of foreign investments may be affected by changes in exchange
control regulations, application of foreign tax laws (including withholding tax), changes in governmental administration or economic or
monetary policy (in this country or abroad) or changed circumstances in dealings between nations. In addition, foreign brokerage commissions,
custody fees and other costs of investing in foreign securities are generally higher than in the United States. Investments in foreign
issues could be affected by other factors not present in the United States, including expropriation, armed conflict, confiscatory taxation,
and potential difficulties in enforcing contractual obligations. As a result, the Fund may be exposed to greater risk and will be more
dependent on the Adviser’s ability to assess such risk than if the Fund invested solely in more developed countries.

Futures Risk: The Fund’s use of futures contracts involves
risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments.
These risks include (i) leverage risk;
(ii) correlation or tracking risk and (iii) liquidity risk. Because futures require only a small initial investment in the form of a deposit
or margin, they involve a high degree of leverage. Accordingly, the fluctuation of the value of futures in relation to the underlying
assets upon which they are based is magnified. Thus, the Fund may experience losses that exceed losses experienced by funds that do not
use futures contracts.

·
Inverse ETF Risk: Investing in inverse ETFs may result in increased volatility and
will magnify the Fund’s losses or gains. Inverse ETFs will prevent the Fund from participating in market-wide or sector-wide gains.
Inverse ETFs may be ineffective hedging vehicles because their price changes may not be highly correlated to the Fund’s assets they
are intended to hedge. Inverse ETFs are funds designed to rise in price when stock prices are falling. Inverse funds seek daily investment
results, before fees and expenses, which correspond to the inverse (opposite) of the daily performance of a specific benchmark. Most inverse
ETFs reset daily (meaning they aim to achieve their stated objective daily). Accordingly, their performance over longer terms can perform
very differently than underlying assets and benchmarks, and volatile markets can amplify this effect. During periods of market volatility,
inverse ETFs may not perform as expected.

Junk Bonds Risk: Lower-quality bonds, known as “high
yield” or “junk” bonds, present a significant risk for loss of principal and interest. These bonds offer the potential
for higher return, but also involve greater risk than bonds of higher quality, including an increased possibility that the bond’s
issuer, obligor or guarantor may not be able to make its payments of interest and principal (credit quality risk). If that happens, the
value of the bond may decrease, and the Fund’s share price may decrease and its income distribution may be reduced. An economic
downturn or period of rising interest rates (interest rate risk) could adversely affect the market for these bonds and reduce the Fund’s
ability to sell its bonds (liquidity risk). Such securities may also include “Rule 144A” securities, which are subject to
resale restrictions. The lack of a liquid market for these bonds could decrease the Fund’s share price.

Leverage Risk: The Underlying Funds in which the Fund may invest may use leverage, including through
use of a line of credit through a bank, which can amplify the effects of market volatility on a mutual fund’s share price and make
a mutual fund’s returns more volatile. The use of leverage may cause the mutual funds to liquidate portfolio positions when it would
not be advantageous to do so in order to satisfy its obligations. The use of leverage may also cause the Fund to have higher expenses
than those of mutual funds that do not use such techniques.

Limited History of Operations Risk: The Fund is a new mutual fund with limited history of operations
for investors to evaluate.

Management Risk: The Adviser’s reliance on its strategy
and its judgments about the value and potential appreciation securities in which the Fund invests may prove to be incorrect, including
the Adviser’s tactical allocation of the Fund’s portfolio among its investments. The ability of the Fund to meet its investment
objective is directly related to the Adviser’s proprietary investment process. The Adviser’s assessment of the relative value
of securities, their attractiveness and potential appreciation of particular investments in which the Fund invests may prove to be incorrect
and there is no guarantee that the Adviser’s investment strategy will produce the desired results.

Market and Geopolitical Risk: The increasing interconnectivity
between global economies and financial markets increases the likelihood that events or conditions in one region or financial market may
adversely impact issuers in a different country, region or financial market. Securities in the Fund’s portfolio may underperform
due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters,
climate change and climate-related events, pandemics, epidemics, terrorism, international conflicts, regulatory events and governmental
or quasi-governmental actions. The occurrence of global events similar to those in recent years, such as terrorist attacks around
the world, natural disasters, social and political discord or debt crises and downgrades, among others, may result in market volatility
and may have long term effects on both the U.S. and global

financial markets. It is difficult to
predict when similar events affecting the U.S. or global financial markets may occur, the effects that such events may have and the duration
of those effects. Any such event(s) could have a significant adverse impact on the value and risk profile of the Fund’s portfolio.
The COVID-19 global pandemic and the aggressive responses taken by many governments had negative impacts, and in many cases severe negative
impacts, on markets worldwide. It is not known how long such impacts, or any future impacts of other significant events described above,
will or would last, but there could be a prolonged period of global economic slowdown, which may impact your Fund investment. Therefore,
the Fund could lose money over short periods due to short-term market movements and over longer periods during more prolonged market downturns.
During a general market downturn, multiple asset classes may be negatively affected. Changes in market conditions and interest rates can
have the same impact on all types of securities and instruments. In times of severe market disruptions you could lose your entire investment.

Options on Futures Contracts Risk: The Fund may enter into
options on futures contracts. An option on a futures contract gives the buyer, in return for the premium paid, the right (but not the
obligation) to either buy or sell the underlying futures contract during a certain period of time for a fixed price. The writing of a
put or call option on a futures contract involves risks similar to the risks applicable to the purchase or sale of futures contracts.
However, the difficulty of predicting changes in the value of the underlying futures contract may expose the Fund to a somewhat different
set of risks. To the extent that the Fund enters into options on futures contracts for hedging purposes, an imperfect correlation between
this derivative position and the value of the instrument underlying such a position could lead to losses.

Small and Medium Capitalization Stock Risk: The earnings and prospects of small and mid-capitalization
companies are more volatile than larger companies. Smaller-sized companies may experience higher failure rates than larger companies.
Smaller-sized companies normally have a lower trading volume than larger companies, which may tend to make their market price fall more
disproportionately than larger companies in response to selling pressures. Smaller-sized companies may have limited markets, product lines
or financial resources and may lack management experience.

Structured Notes Risk: Structured notes are typically issued by banks or brokerage firms, and have
interest and/or principal payments which are linked to changes in the price level of certain assets or to the price performance of certain
indices. The value of a structured note will be influenced by time to maturity, level of supply and demand for this type of note, interest
rate and market volatility changes in the issuer’s credit quality rating, and economic, legal or political events affect the industry.
Structured notes may involve leverage risk, tracking risk and issuer default risk. In addition, there may be a lag between a change in
the value of the underlying reference asset and the value of the structured note. Structured notes may also be subject to counterparty
risk. The Fund may also be exposed to increased transaction costs when it seeks to sell such notes in the secondary market.

Turnover Risk: A higher portfolio turnover will result in higher transactional and brokerage costs
and may result in higher taxes when Fund shares are held in a taxable account.

Underlying Fund Risk: The Fund invests in investment companies (“Underlying Funds”).
As a result, your cost of investing in the Fund will be higher than the cost of investing directly in investment companies and may be
higher than other investment companies that invest directly in stocks and bonds. You will indirectly bear fees and expenses charged by
the Underlying Funds in addition to the Fund’s direct fees and expenses. When the Fund invests in Underlying Funds that use margin,
leverage, short sales and other forms of financial derivatives, such as options and futures, an investment in the Fund may be more volatile
than investments in other mutual funds. Short sales are speculative investments and will cause the Fund to lose money if the value of
a security sold short by the Underlying Fund in which the Fund invests, does not go down as the Underlying Fund manager expects. Additional
risks of investing in investment companies are described below:

ETF Tracking Risk: Investment in the Fund should be made with the understanding that the passive
ETFs in which the Fund invests will not be able to replicate exactly the performance of the indices they track because the total return
generated by the securities will be reduced by transaction costs incurred in adjusting the actual balance of the securities. In addition,
the passive ETFs in which the Fund invests will incur expenses not incurred by their applicable indices. Certain securities comprising
the indices tracked by the passive ETFs may, from time to time, temporarily be unavailable, which may further impede the passive ETFs’
abilities to track their applicable indices.

Expense Risk: The Fund invests in Underlying Funds. As a
result, your cost of investing in the Fund will be higher than the cost of investing directly in an investment company and may be higher
than other mutual funds that invest directly in stocks and bonds. You will indirectly bear fees and expenses charged by the Underlying
Funds in addition to the Fund’s direct fees and expenses.

Leveraging Risk: The use of leverage by the Underlying Funds, such as borrowing money to purchase
securities, engaging in reverse repurchase agreements, lending portfolio securities and engaging in forward commitment transactions, will
magnify the Underlying Fund’s gains or losses. During periods in which an Underlying Fund is utilizing financial leverage, the fees
that are payable to the Adviser as a percentage of the Underlying Fund’s assets may be higher than if the Underlying Fund did not
use leverage, because the fees are calculated as a percentage of the Underlying Fund’s assets, including those purchased with leverage.

Management Risk: When the Fund invests in Underlying Funds there is a risk that the investment
advisers of those Underlying Funds may make investment decisions that are detrimental to the performance of the Fund.

Net Asset Value and Market Price Risk: The market value of the closed-end shares may differ from
their net asset value. This difference in price may be due to the fact that the supply and demand in the market for fund shares at any
point in time is not always identical to the supply and demand in the market for the underlying basket of securities. Accordingly, there
may be times when shares trades at a premium or discount to net asset value.

Strategies Risk: Each Underlying Fund is subject to specific risks, depending on the nature of
the fund. These risks could include liquidity risk, sector risk, and foreign currency risk, as well as risks associated with fixed income
securities and commodities.

Temporary Investments: To respond to adverse
market, economic, political or other conditions, the Fund may invest 100% of its total assets, without limitation, in high-quality short-term
debt securities and money market instruments. These short-term debt securities and money market instruments include: shares of money market
mutual funds, commercial paper, certificates of deposit, bankers’ acceptances, U.S. government securities and repurchase agreements.
While the Fund is in a defensive position, the opportunity to achieve its investment objective will be limited. Furthermore, to the extent
that the Fund invests in money market mutual funds for cash positions, there will be some duplication of expenses because shareholders
will pay the fees and expenses of the Fund and, indirectly, the fees and expenses of the underlying money market funds. The Fund may also
invest a substantial portion of its assets in such instruments at any time to maintain liquidity or pending selection of investments in
accordance with its policies.

Portfolio Holdings Disclosure: A description
of the Fund’s policies regarding the release of portfolio holdings information is available in the Fund’s Statement of Additional
Information (“SAI”).

Cybersecurity:
The computer systems, networks and devices used by the Fund and its service providers to carry out routine business operations employ
a variety of protections designed to prevent damage or interruption from computer viruses, network failures, computer and telecommunication
failures, infiltration by unauthorized persons and security breaches. Despite the various protections utilized by the Fund and its service
providers, systems, networks, or devices potentially can be breached. The Fund and its shareholders could be negatively impacted as a
result of a cybersecurity breach.

Cybersecurity
breaches can include unauthorized access to systems, networks, or devices; infection from computer viruses or other malicious software
code; and attacks that shut down, disable, slow, or otherwise disrupt operations, business processes, or website access or functionality.
Cybersecurity breaches may cause disruptions and impact the Fund’s business operations, potentially resulting in financial losses;
interference with the Fund’s ability to calculate its net asset value; impediments to trading; the inability of the Fund, the Adviser,
and other service providers to transact business; violations of applicable privacy and other laws; regulatory fines, penalties, reputational
damage, reimbursement or other compensation costs, or additional compliance costs; as well as the inadvertent release of confidential
information.

Similar adverse
consequences could result from cybersecurity breaches affecting issuers of securities in which the Fund invests; counterparties with which
the Fund engages in transactions; governmental and other regulatory authorities; exchange and other financial market operators, banks,
brokers, dealers, insurance companies, and other financial institutions (including financial intermediaries and service providers for
the Fund’s shareholders); and other parties. In addition, substantial costs may be incurred by these entities in order to prevent
any cybersecurity breaches in the future.

MANAGEMENT

Investment Adviser: Howard Capital Management,
Inc. (the “Adviser”), 1145 Hembree Road, Roswell GA 30076, serves as investment adviser to the Fund. Subject to the oversight
of the Board, the Adviser is responsible for management of the Fund’s investment portfolios. The Adviser is responsible for selecting
the Fund’s investments according to the Fund’s investment objectives, policies and restrictions. The Adviser was established
in 1999 to provide, develop, and implement various proprietary trading systems. As of June 30, 2023, it had approximately $5 billion in
assets under management.

Pursuant
to the advisory agreement between the Adviser and the Trust, on behalf of the Fund, the Adviser is entitled to receive, on a monthly basis,
an annual advisory fee of 1.25% the Fund’s average daily net assets. For the fiscal year ended June 30, 2023, the aggregate fee
paid to the Adviser with respect to the Fund was 1.25% of the Fund’s average daily net assets.

A discussion
regarding the basis for the Board of Trustees’ approval of the advisory agreement is available in the Fund’s semi-annual report
to shareholders dated December 31, 2022.

The Adviser has contractually agreed to waive its
fees and reimburse expenses of the Fund, at least until October 31, 2024, to ensure that Total Annual Fund Operating Expenses After Fee
Waiver and Reimbursement (excluding: (i) any front-end or contingent deferred loads; (ii) brokerage fees and commissions; (iii) acquired
fund fees and expenses; (iv) borrowing costs (such as interest and dividend expense on securities sold short); (v) taxes; and (vi) extraordinary
expenses, such as litigation expenses (which may include indemnification of Fund officers and Trustees, and contractual indemnification
of Fund service providers (other than the Adviser))), will not exceed 1.99%, 1.74% and 2.74% of the daily average net assets attributable
to the Fund’s Class A, Class I and Investor Class shares, respectively. These fee waivers and expense reimbursements are subject
to possible recoupment from the Fund within three years after the fees have been waived or

reimbursed, if such recoupment can be achieved within
the lesser of the foregoing expense limits and any expense limits in place at time of waiver. This agreement may be terminated by the
Board only on 60 days’ written notice to the Adviser. Fee waiver and reimbursement arrangements can decrease the Fund’s expenses
and boost its performance.

Portfolio
Manager: The Fund is managed on a day-to-day basis by Vance Howard. The SAI provides additional information about the portfolio manager’s
compensation, other accounts managed by the portfolio manager, and the portfolio manager’s ownership in the Fund.

Mr. Howard has been the President, CEO, Chairman of
the Board and founder of the Adviser since 1999. Prior to forming the Adviser, Mr. Howard was the President, CEO, Chairman and founder
of Chartered Financial Services, Inc., an investment advisory firm.

HOW SHARES ARE PRICED

Shares of the Fund are sold at net asset value (“NAV”).
The NAV of the Fund is determined at close of regular trading (normally 4:00 p.m. Eastern Time) on each day the NYSE is open for business.
NAV is computed by determining, on a per class basis, the aggregate market value of all assets of the Fund, less its liabilities, divided
by the total number of shares outstanding ((assets-liabilities)/number of shares = NAV). The NYSE is closed on weekends and New Year’s
Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Juneteenth National Independence Day, Independence
Day, Labor Day, Thanksgiving Day and Christmas Day. The NAV takes into account, on a per class basis, the expenses and fees of the Fund,
including management, administration, and distribution fees, which are accrued daily. The determination of NAV for a share class 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 the Fund (or an authorized broker or agent, or its authorized designee) before the close of trading on the NYSE on that day.

Generally,
the Fund’s securities are valued each day at the last quoted sales price on each security’s primary exchange. Securities traded
or dealt in upon one or more securities exchanges (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 mean between the current bid ask prices on such exchanges. 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. Securities that are not traded or dealt in any securities
exchange (whether domestic or foreign) and for which over-the-counter market quotations are readily available generally shall be valued
at the last sale price or, in the absence of a sale, at the mean between the current bid and ask price on such over-the-counter market.
Debt securities not traded on an exchange may be valued at prices supplied by a pricing agent(s) based on broker or dealer supplied valuations
or matrix pricing, a method of valuing securities by reference to the value of other securities with similar characteristics, such as
rating, interest rate and maturity.

If market
quotations are not readily available, securities will be valued at their fair market value as determined using the “fair value”
procedures approved by the Board. Fair value pricing 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. The fair value prices can
differ from market prices when they become available or when a price becomes available. The Board has designated the Adviser as its “Valuation
Designee” to execute these procedures. The Adviser may also enlist third party consultants such as an audit firm or financial officer
of a security issuer on an as-needed basis to assist in determining a security-specific fair value. The Board reviews the execution of
this process and the resultant fair value prices at least quarterly to assure the process produces reliable results.

The Fund
may use independent pricing services to assist in calculating the value of its securities. In addition, market prices for foreign securities
are not determined at the same time of day as the NAV for the Fund. Because the Fund may invest in underlying ETFs which hold portfolio
securities primarily listed on foreign exchanges, and these exchanges may trade on weekends or other days when the underlying ETFs do
not price their shares, the value of some of the Fund’s portfolio securities may change on days when you may not be able to buy
or sell Fund shares.

In computing
NAV, the Fund values its foreign securities at the latest closing price on the exchange in which they are traded immediately prior to
closing of the NYSE. Prices of foreign securities quoted in foreign currencies are translated into U.S. dollars at current rates. If events
materially affecting the value of a security in the Fund’s portfolio, particularly foreign securities, occur after the close of
trading on a foreign market but before the Fund prices its shares, the security may be priced using alternative market prices provided
by a pricing service. For example, if trading in a portfolio security is halted and does not resume before the Fund calculates its NAV,
alternative market prices may be used to value the security. 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 the 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 the 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 NAV,
or from the price that may be realized upon the actual sale of the security.

With respect
to any portion of the Fund’s assets that are invested in one or more open-end management investment companies registered under
the Investment Company Act of 1940, as amended (the “1940 Act”), the Fund’s NAV is calculated based upon the NAVs 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.

HOW TO PURCHASE SHARES

Share Classes

This Prospectus
describes three classes of shares offered by the Fund: Class A, Class I and Investor Class. The Funds offer these classes of shares so
that you can choose the class that best suits your investment needs. Refer to the information below so that you can choose the class that
best suits your investment needs. The main differences between each class are sales charges, ongoing fees and minimum investment. For
information on ongoing distribution fees, see Distribution Fees on page 31 of this Prospectus. Each class of shares in the Fund
represents interest in the same portfolio of investments within the Fund. There is no investment minimum on reinvested distributions and
the Fund may change investment minimums at any time. The Fund reserves the right to waive sales charges, as described below. The Fund
and the Adviser may each waive investment minimums at their individual discretion. Not all share classes may be available for purchase
in all states.

Factors to Consider When Choosing a Share Class

When deciding
which class of shares of the Fund to purchase, you should consider your investment goals, present and future amounts you may invest in
the Fund, and the length of time you intend to hold your shares. To help you make a determination as to which class of shares to buy,
please refer back to the examples of the Fund’s expenses over time in the Fees and Expenses of the Fund section in this Prospectus.
You also may wish to consult with your financial adviser for advice with regard to which share class would be most appropriate for you.

Class A Shares

Class A shares
are offered at the public offering price, which is NAV per share plus the applicable sales charge. Class A shares pay up to 0.25% on an
annualized basis of the average daily net assets as reimbursement or compensation for service and distribution-related activities
with respect to the Fund and/or shareholder services. Over time, fees paid under this distribution and service plan will increase the
cost of a Class A shareholder’s investment and may cost more than other types of sales charges. The sales charge varies, depending
on how much you invest. There are no sales charges on reinvested distributions. You can also qualify for a sales charge reduction or waiver
through a right of accumulation or a letter of intent if you are a U.S. resident. See the discussions of “Right of Accumulation”
and “Letter of Intent” below. The Fund reserves the right to waive any load as described below. The following sales charges
apply to your purchases of Class A shares of the Fund.

Amount Invested	Sales Charge as a % of Offering Price⁽¹⁾	Sales Charge as a % of Amount Invested	Dealer Reallowance
Under $25,000	5.75%	6.10%	5.00%
$25,000 to $49,999	5.00%	5.26%	4.25%
$50,000 to $99,999	4.75%	4.99%	4.00%
$100,000 to $249,999	3.75%	3.83%	3.25%
$250,000 to $499,999	2.50%	2.56%	2.00%
$500,000 to $999,999	2.00%	2.04%	1.75%
$1,000,000 and above	0.00%	0.00%	0.00%

(1)

Offering price includes the front-end sales load. The sales charge
you pay may differ slightly from the amount set forth above because of rounding that occurs in the calculations used to determine your
sales charge.

How to Reduce Your Sales Charge

You may be eligible to purchase Class A at a reduced
sales charge. To qualify for these reductions, you must notify the Fund’s distributor, Northern Lights Distributors, LLC
(the “Distributor”), in writing of the reduction for which you are eligible and supply your account number at the time of
purchase. You may combine your purchase with those of your “immediate family” (your spouse and your children under the age
of 21) for purposes of determining eligibility. If applicable, you will need to provide the account numbers of your spouse and your minor
children as well as the ages of your minor children.

Rights of Accumulation: To qualify for the
lower sales charge rates that apply to larger purchases of Class A shares, you may combine your new purchases of Class A shares with Class
A shares of the other HCM Funds that you already own. The applicable initial sales charge for the new purchase is based on the total of
your current purchase and the current value of all other Class A shares that you own. The reduced sales charge will apply only to current
purchases and must be requested in writing when you buy your shares.

Shares of the Fund held as follows cannot be combined
with your current purchase for purposes of reduced sales charges:

Shares held indirectly through financial intermediaries other than your current purchase broker-dealer
(for example, a different broker-dealer, a bank, a separate insurance company account or an investment adviser);

Shares held through an administrator or trustee/custodian of an Employer
Sponsored Retirement Plan (for example, a 401(k) plan) other than employer-sponsored IRAs; and

Shares held directly in the Fund account on which the broker-dealer (financial adviser) of record is different
than your current purchase broker-dealer.

Letters of Intent: Under a Letter of Intent
(“LOI”), you commit to purchase a specified dollar amount of Class A shares of the Fund, with a minimum of $25,000, during
a 13-month period. The 13-month period begins upon the date of the LOI. At your written request, Class A share purchases made during
the 90 days prior to the LOI may be included. The amount you agree to purchase determines the initial sales charge you pay. If the full-face
amount of the LOI is not invested by the end of the 13-month period, your account will be adjusted to the higher initial sales charge
level for the amount actually invested. You are not legally bound by the terms of your LOI to purchase the amount of your shares stated
in the LOI. The LOI does, however, authorize the Fund to hold in escrow 5% of the total amount you intend to purchase. If you do not complete
the total intended purchase at the end of the 13-month period, the Fund’s transfer agent will redeem the necessary portion of the
escrowed shares to make up the difference between the reduced rate sales charge (based on the amount you intended to purchase) and the
sales charge that would normally apply (based on the actual amount you purchased).

Repurchase of Class A Shares: If you have
redeemed Class A shares of the Fund within the past 120 days, you may repurchase an equivalent amount of Class A shares of the Fund at
NAV, without the normal front-end sales charge. In effect, this allows you to reacquire shares that you may have had to redeem, without
repaying the front-end sales charge. You may exercise this privilege only once and must notify the Fund that you intend to do so in writing.
The Fund must receive your purchase order within 120 days of your redemption. Note that if you reacquire shares through separate installments
(e.g., through monthly or quarterly repurchases), the sales charge waiver will only apply to those portions of your repurchase order received
within 120 days of your redemption.

Sales Charge Waivers

The sales
charge on purchases of Class A shares is waived for certain types of investors, including:

Current and retired Trustees and officers of the Fund sponsored by the Adviser or any of its subsidiaries,
their immediate families (i.e., spouse, children, mother or father) and any purchases referred through the Adviser.

Employees of the Adviser and their immediate families, or any full-time
employee or registered representative of the distributor or of broker-dealers having dealer agreements with the distributor (a “Selling
Broker”) and their immediate families (or any trust, pension, profit sharing or other benefit plan for the benefit of such persons).

Any full-time employee of a bank, savings and loan, credit union or other financial institution that utilizes
a Selling Broker to clear purchases of the Fund’s shares and their immediate families.

Participants in certain “wrap-fee” or asset allocation programs or other fee-based arrangements
sponsored by broker-dealers and other financial institutions that have entered into agreements with the distributor.

Clients of financial intermediaries that have entered into arrangements with the distributor providing
for the shares to be used in particular investment products made available to such clients and for which such registered investment advisers
may charge a separate fee.

Institutional investors (which may include bank trust departments and registered investment advisers).

Any accounts established on behalf of registered investment advisers or their clients by broker-dealers
that charge a transaction fee and that have entered into agreements with the distributor.

Separate accounts used to fund certain unregistered variable annuity contracts or Section 403(b) or 401(a)
or (k) accounts.

Employer-sponsored retirement or benefit plans with total plan assets in excess of $5 million where the
plan’s investments in the Fund are part of an omnibus account. A minimum initial investment of $1 million in the Fund is required.
The distributor in its sole discretion may waive these minimum dollar requirements.

The Fund does not waive sales charges for the
reinvestment of proceeds from the sale of shares of a different fund where those shares were subject to a front-end sales charge (sometimes
called an “NAV transfer”). Whether a sales charge waiver is available for your retirement plan or charitable account depends
upon the policies and procedures of your intermediary. Please consult your financial adviser for further information.

Class I Shares

Class I shares of the Fund are offered at their
NAV without an initial sales charge. This means that 100% of your initial investment is placed into shares of the Fund. Class I shares
are not subject to distribution fees.

Investor Class Shares

Investor Class shares of the Fund are offered
at their NAV without an initial sales charge. This means that 100% of your initial investment is placed into shares of the Fund. Investor
Class shares pay up to 1.00% on an annualized basis of the average daily net assets as reimbursement or compensation for service and distribution-related
activities with respect to the Fund and/or shareholder services. Over time, fees paid under this distribution and service plan will increase
the cost of an Investor Class shareholder’s investment and may cost more than other types of sales charges.

Exchange Privilege

The Adviser
allows investors in the Fund to make non-taxable share class conversions. For advisors who wish to convert from a higher fee share class,
to a lower fee share class (for example, from an Investor Class-share to an I-share) within the Fund, non-taxable share class conversions
are permitted by the Adviser as long as they are moving to a lower expense ratio fund, and the Investor shares are free of any CDSC. An
exchange of shares of the Fund for shares of another class not be treated as a sale for federal income tax purposes.

Minimum Initial and Subsequent Investment Amounts

The minimum initial and subsequent investment
by class of shares is:

Class	Initial Investment		Subsequent Investment
Class	Regular Account	Retirement Account	Regular Account	Retirement Account
A	$2,500	$1,000	$500	$250
I	$50,000	$1,000	$500	$250
Investor	$2,500	$1,000	$500	$250

The Fund
reserves the right to waive any minimum. There is no minimum investment requirement when you are buying shares by reinvesting dividends
and distributions from the Fund.

You may purchase shares of the Fund by sending
a completed application form to the following address:

Regular Mail

HCM Dynamic Income Fund

c/o Ultimus Fund Solutions, LLC

P.O. Box 541150

Omaha, Nebraska 68154

Express/Overnight Mail

HCM Dynamic Income Fund

c/o Ultimus Fund Solutions, LLC

4221 North 203^rd Street, Suite 100

Elkhorn, Nebraska 68022

The USA PATRIOT Act requires financial institutions,
including the Fund, to adopt certain policies and programs to prevent money-laundering activities, including procedures to verify the
identity of customers opening new accounts. As requested on the application, you should supply your full name, date of birth, social security
number and permanent street address. Mailing addresses containing a P.O. Box will not be accepted. This information will assist the Fund
in verifying your identity. Until such verification is made, the Fund may temporarily limit additional share purchases. In addition, the
Fund may limit additional share purchases or close an account if it is unable to verify a shareholder’s identity. As required by
law, the Fund may employ various procedures, such as comparing the information to fraud databases or requesting additional information
or documentation from you, to ensure that the information supplied by you is correct.

Purchase
through Brokers: You may invest in the Fund through brokers or agents who have entered into selling agreements with the Fund’s
distributor. The brokers and agents are authorized to receive purchase and redemption orders on behalf of the Fund. Such brokers are authorized
to designate other intermediaries to receive purchase and redemption orders on the Fund’s behalf. The Fund will be deemed to have
received a purchase or redemption order when an authorized broker or, if applicable, a brokers authorized designee receives the order.
The broker or agent may set their own initial and subsequent investment minimums. You may be charged a fee if you use a broker or agent
to buy or redeem shares of the Fund. Finally, various servicing agents use procedures and impose restrictions that may be in addition
to, or different from those applicable to investors purchasing shares directly from the Fund. You should carefully read the program materials
provided to you by your servicing agent.

Purchase by Wire: If you wish to wire money
to make an investment in the Fund, please call the Fund at 1-855-969-8464 for wiring instructions and to notify the Fund that a wire transfer
is coming. Any commercial bank can transfer same-day funds via wire. The Fund normally accepts wired funds for investment on the day received
if they are received by the Fund’s designated bank before the close of regular trading on the NYSE. Your bank may charge you a fee
for wiring same-day funds.

Automated Clearing House (ACH) Purchase: Current
shareholders may purchase additional shares via Automated Clearing House (“ACH”). To have this option added to your account,
please send a letter to the Fund requesting this option and supply a voided check for the bank account. Only bank accounts held at domestic
institutions that are ACH members may be used for these transactions.

You may not use ACH transactions for your initial
purchase of Fund shares. ACH purchases will be effective at the closing price per share on the business day after the order is placed.
The Fund may alter, modify or terminate this purchase option at any time.

Shares purchased by ACH will not be available for
redemption until the transactions have cleared. Shares purchased via ACH transfer may take up to 15 days to clear.

Transactions
through the Website: You may purchase a Fund’s shares and redeem a Fund’s shares through the Funds’ website www.howardcmfunds.com.
To establish internet transaction privileges, you must enroll through the website. You automatically have the ability to establish internet
transaction privileges unless you decline the privileges on your New Account Application or IRA Application. You will be required to enter
into a user’s agreement through the website in order to enroll in these privileges. To purchase shares through the website, you
must also have ACH instructions on your account. Redemption proceeds may be sent to you by check to the address or record, or if your
account has existing bank information, by wire or ACH. Only bank accounts held at domestic financial institutions that are ACH members
can be used for transactions through the Funds’ website. Transactions through the website are subject to the same minimums and maximums
as other transaction methods. Please call 1-855-969-8464 for assistance in establishing online access.

You should
be aware that the internet is an unsecured, unstable, unregulated and unpredictable environment. Your ability to use the website for transactions
is dependent upon the internet and equipment, software, systems, data and services provided by various vendors and third parties. While
the Funds and their service providers have established certain security procedures, the Funds, their distributor and their transfer agent
cannot assure you that trading information will be completely secure.

There may also
be delays, malfunctions, or other inconveniences generally associated with this medium. There also may be times when the website is unavailable
for Fund transactions or other purposes. Should this happen, you should consider purchasing or redeeming shares by another method. Neither
the Funds nor their transfer agent, distributor nor Advisor will be liable for any such delays or malfunctions or unauthorized interception
or access to communications or account information.

Automatic Investment Plan: You may participate
in the Fund’s Automatic Investment Plan, an investment plan that automatically moves money from your bank account and invests it
in the Fund through the use of electronic funds transfers or automatic bank drafts. You may elect to make subsequent investments by transfers
of a minimum of $100 on specified days of each month into your established Fund account. Please contact the Fund at 1-855-969-8464 for
more information about the Fund’s Automatic Investment Plan.

The Fund, however, reserves the right, in its sole
discretion, to reject any application to purchase shares. Applications will not be accepted unless they are accompanied by a check drawn
on a U.S. bank, thrift institutions, or credit union in U.S. funds for the full amount of the shares to be purchased. After you open an
account, you may purchase additional shares by sending a check together with written instructions stating the name(s) on the account and
the account number, to the above address. Cash, third party checks (except for properly endorsed IRA rollover checks), counter checks,
starter checks, traveler’s checks, money orders, credit card checks, and checks drawn on non-U.S. financial institutions will not
be accepted. Cashier’s checks, bank official checks, and bank money orders are reviewed on a case-by-case basis and may be accepted
under certain circumstances. In such cases, a 15-business day hold will be applied to the Fund (which means that you may not redeem your
shares until the holding period has expired).

Note: Ultimus Fund Solutions, LLC, the Fund’s
transfer agent (the “Transfer Agent”), will charge a $25 fee against a shareholder’s account, in addition to any loss
sustained by the Fund, for any returned and uncleared electronic payment or check or electronic payment returned to the Transfer Agent
for insufficient funds.

When Order
is Processed: All shares will be purchased at the NAV per share (plus applicable sales charges, if any) next determined after
the Fund receives your application or request in good order. All requests received in good order by the Fund before the close of regular
trading on the NYSE every day the NYSE is open for business. The NYSE normally closes at 4:00 p.m. (Eastern Time) will be processed on
that same day. Requests received after 4:00 p.m. will be processed on the next day that the NYSE is open for business.

Good Order: When making a purchase request,
make sure your request is in good order. “Good order” means your purchase request includes:

·
the name of the relevant Fund and share class;

·
the dollar amount of shares to be purchased; and

·
a completed purchase application or investment stub check payable to the
“HCM Dynamic Income Fund.”

Retirement Plans: You may purchase shares of
the Fund for your individual retirement plans. Please call the Fund at 1-855-969-8464 for the most current listing and appropriate disclosure
documentation on how to open a retirement account.

HOW TO REDEEM SHARES

Redeeming
Shares: The Fund typically expects that it will take up to three business days following receipt of your redemption request to pay
out redemption proceeds by check or electronic transfer. The Fund typically expects to pay redemptions from cash, cash equivalents, proceeds
from the sale of Fund shares, any lines of credit, and then from the sale of portfolio securities. These redemption payment methods will
be used in regular and stressed market conditions.

Regular Mail

HCM Dynamic Income Fund

c/o Ultimus Fund Solutions, LLC

P.O. Box 541150

Omaha, Nebraska 68154

Express/Overnight Mail

HCM Dynamic Income Fund

c/o Ultimus Fund Solutions, LLC

4221 North 203^rd Street, Suite 100

Elkhorn, Nebraska 68022

Redemptions
by Telephone: The telephone redemption privilege is automatically available to all new accounts. If you do not want the telephone
redemption privilege, you must indicate this in the appropriate area on your account application or you must write to the Fund and instruct
it to remove this privilege from your account. If you own an IRA account and wish to redeem by telephone, you will be asked whether or
not the Fund should withhold federal income tax.

The proceeds
will be sent by mail to the address designated on your account or wired directly to your existing account in a bank or brokerage firm
in the United States as designated on your application. To redeem by telephone, call 1-855-969-8464. The redemption proceeds normally
will be sent by mail or by wire within three business days after receipt of your telephone instructions. You may redeem shares up to $50,000.
If you own an IRA account and wish to redeem by telephone, you will be asked whether or not the Fund should withhold federal income tax.

During periods
of high market activity, you may encounter higher than usual wait times. Please allow sufficient time to ensure that you will be able
to complete your telephone transaction prior to market close. Neither the Fund nor its Transfer Agent will be held liable if you are unable
to place your trade due to high call volume.

The Fund
reserves the right to suspend the telephone redemption privileges with respect to your account if the name(s) or the address on the account
has been changed within the previous 30 days. Neither the Fund, the Transfer Agent, nor their respective affiliates will be liable for
complying with telephone instructions they reasonably believe to be genuine or for any such loss. The Fund or the Transfer Agent,
or both, will employ reasonable procedures to determine that telephone instructions are genuine. If the Fund and/or the Transfer Agent
do not employ these procedures, they may be liable to you for losses due to unauthorized or fraudulent instructions. These procedures
may include, among others, requiring forms of personal identification prior to acting upon telephone instructions, providing written confirmation
of the transactions and/or tape recording telephone instructions.

Redemptions
through Broker: If shares of the Fund are held by a broker-dealer, financial institution or other servicing agent, you must contact
that servicing agent to redeem shares of the Fund. The servicing agent may charge a fee for this service.

Redemptions
by Wire: You may request that your redemption proceeds be wired directly to your bank account. The Fund’s Transfer Agent imposes
a $15 fee for each wire redemption and deducts the fee directly from your account. Your bank may also impose a fee for the incoming wire.

Systematic Withdrawal Plan: If your individual
accounts, IRA or other qualified plan account have a current account value of at least $10,000, you may participate in the Fund’s
Systematic Withdrawal Plan, an investment plan that automatically moves money to your bank account from the Fund through the use of electronic
funds transfers. You may elect to make subsequent withdrawals by transfers of a minimum of $250 on specified days of each month into your
established bank account. Please contact the Fund at 1-855-969-8464 for more information about the Fund’s Systematic Withdrawal
Plan.

Redemptions in Kind: The Fund reserves the
right to honor requests for redemption or repurchase orders by making payment in whole or in part in readily marketable securities (“redemption
in kind”) if the amount is greater than the lesser of $250,000 or 1% of the Fund’s assets. The securities will be chosen by
the Fund and valued under the Fund’s NAV procedures. A shareholder will be exposed to market risk until these securities are converted
to cash and may incur transaction expenses in converting these securities to cash.

When Redemptions are Sent: Once the Fund receives
your redemption request in “good order” as described below, it will issue a check based on the next determined NAV following
your redemption request. If you purchase shares using a check and soon after request a redemption, your redemption proceeds, which are
payable at the next determined NAV following your redemption request in “good order,” as described below, will not be sent
until the check used for your purchase has cleared your bank.

Good Order: Your redemption request will be
processed if it is in “good order.” To be in good order, the following conditions must be satisfied:

·
The request should be in writing, indicating the number of shares or dollar amount to be redeemed;

·
The request must identify your account number;

·
The request should be signed by you and any other person listed on the account, exactly as the shares are registered; and

·
If you request that the redemption proceeds be sent to a person, bank or an address other than that of record or paid to someone
other than the record owner(s), or if the address was changed within the last 30 days, or if the proceeds of a requested redemption exceed
$50,000, the signature(s) on the request must be medallion signature guaranteed by an eligible signature guarantor.

Exchanging Shares: Shares of the Fund may be
exchanged without payment of any exchange fee for shares of another HCM Fund of the same class at their respective NAV, given that the
accounts have the same registration. Minimums to establish or subsequent purchase minimums apply.

Suspension of Redemptions: Under the 1940 Act,
a shareholder’s right to redeem shares and to receive payment therefore may be suspended at times: (a) when the NYSE is closed,
other than customary weekend and holiday closings; (b) when trading on that exchange is restricted for any reason; (c) when an emergency
exists as a result of which disposal by the Fund of securities owned is not reasonably practicable or it is not reasonably practicable
for the Fund to fairly determine the value of net assets, provided that applicable rules and regulations of the Securities and Exchange
Commission (or any succeeding governmental authority) will govern as to whether the conditions prescribed
in (b) or (c) exist; or (d) when the Securities and Exchange Commission by order permits a suspension of the right to redemption
or a postponement of the date of payment on redemption. In case of suspension of the right of redemption, payment of a redemption
request will be made based on the NAV next determined after the termination of the suspension.

When You Need
Medallion Signature Guarantees: If you wish to change the bank or brokerage account that you have designated on your account, you
may do so at any time by writing to the Fund with your signature guaranteed. A medallion signature guarantee assures that a signature
is genuine and protects you from unauthorized account transfers. You will need your signature guaranteed if:

you request a redemption to be made payable to a person not on record with the Trust, on behalf of the
Fund;

you request that a redemption be mailed to an address other than that on record with the Trust, on behalf
of the Fund;

the proceeds of a requested redemption exceed $50,000;

any redemption is transmitted by federal wire transfer to a bank other than the bank of record; or

your address was changed within 30 days of your redemption request.

Signatures may be guaranteed by any eligible guarantor
institution (including banks, brokers and dealers, credit unions, national securities exchanges, registered securities associations, clearing
agencies and savings associations). Further documentation will be required to change the designated account if shares are held by a corporation,
fiduciary or other organization. A notary public cannot guarantee signatures.

Retirement Plans: If you own an IRA or other
retirement plan, you must indicate on your redemption request whether the Fund should withhold federal income tax. Unless you elect in
your redemption request that you do not want to have federal tax withheld, the redemption will be subject to withholding.

Low Balances:
If at any time your account balance in the Fund falls below $2,500, the Fund may notify you that, unless the account is brought up
to at least $2,500 within 30 days of the notice; your account could be closed. After the notice period, the Fund may redeem all of
your shares and close your account by sending you a check to the address of record. Your account will not be closed if the account balance
drops below required minimums due to a decline in NAV. The Fund will not charge any redemption fee on involuntary redemptions.

FREQUENT
PURCHASES AND REDEMPTIONS OF FUND SHARES

The Fund discourages and does not accommodate
market timing. Frequent trading into and out of the Fund can harm all Fund shareholders by disrupting the Fund’s investment strategies,
increasing Fund expenses, decreasing tax efficiency and diluting the value of shares held by long-term shareholders. The Fund is designed
for long-term investors and is not intended for market timing or other disruptive trading activities. Accordingly, the Board has approved
policies that seek to curb these disruptive activities while recognizing that shareholders may have a legitimate need to adjust their
Fund investments as their financial needs or circumstances change. The Fund currently uses several methods to reduce the risk of market
timing, including:

Committing staff to review, on a continuing basis, recent trading activity in order to identify trading
activity that may be contrary to the Fund’s policies regarding market timing and trading policy (“Market Timing Trading Policy”);

rejecting or limiting specific purchase requests; and

Rejecting purchase requests from certain investors.

Though these methods involve judgments that are
inherently subjective and involve some selectivity in their application, the Fund seeks to make judgments and applications that are consistent
with the interests of the Fund’s shareholders.

Based on
the frequency of redemptions in your account, the Adviser or Transfer Agent may in its sole discretion determine that your trading activity
is detrimental to the Fund as described in the Fund’s Market Timing Trading Policy and elect to reject or limit the amount, number,
frequency or method for requesting future purchases or exchanges into the Fund.

The Fund reserves the right to reject or restrict
purchase requests for any reason, particularly when the shareholder’s trading activity suggests that the shareholder may be engaged
in market timing or other disruptive trading activities. Neither the Fund nor the Adviser will be liable for any losses resulting from
rejected purchase orders. The Adviser may also bar an investor who has violated these policies (and the investor’s financial adviser)
from opening new accounts with the Trust, on behalf of the Fund.

Although
the Fund attempts to limit disruptive trading activities, some investors use a variety of strategies to hide their identities and their
trading practices. There can be no guarantee that the Fund will be able to identify or limit these activities. Omnibus account arrangements
are common forms of holding shares of the Fund. While the Fund will encourage financial intermediaries to apply the Fund’s Market
Timing Trading Policy to their customers who invest indirectly in the Fund, the Fund is limited in its ability to monitor the trading
activity or enforce the Fund’s Market Timing Trading Policy with respect to customers of financial intermediaries. For example,
should it occur, the Fund may not be able to detect market timing that may be facilitated by financial intermediaries or made difficult
to identify in the omnibus accounts used by those intermediaries for aggregated purchases, exchanges and redemptions on behalf of all
their customers. More specifically, unless the financial intermediaries have the ability

to apply the Fund’s Market Timing Trading
Policy to their customers through such methods as implementing short-term trading limitations or restrictions and monitoring trading activity
for what might be market timing, the Fund may not be able to determine whether trading by customers of financial intermediaries is contrary
to the Fund’s Market Timing Trading Policy. Brokers maintaining omnibus accounts with the Trust, on behalf of the Fund, have agreed
to provide shareholder transaction information to the extent known to the broker to the Fund upon request. If the Fund or its Transfer
Agent or shareholder servicing agent suspects there is market timing activity in the account, the Fund will seek full cooperation from
the service provider maintaining the account to identify the underlying participant. At the request of the Adviser, the service providers
may take immediate action to stop any further short-term trading by such participants.

TAX STATUS, DIVIDENDS AND DISTRIBUTIONS

Any sale
or exchange of the Fund’s shares may generate tax liability (unless you are a tax-exempt investor or your investment is in a
qualified retirement account). When you redeem your shares you may realize a taxable gain or loss. This is measured by the difference
between the proceeds of the sale and the tax basis for the shares you sold. (To aid in computing your tax basis, you generally should
retain your account statements for the period that you hold shares in the Fund.)

The Fund
intends to distribute substantially all of its net investment income and net capital gains annually in December. Both distributions will
be reinvested in shares of the Fund unless you elect to receive cash. Dividends from net investment income (including any excess of net
short-term capital gain over net long-term capital loss) are taxable to investors as ordinary income, while distributions of net capital
gain (the excess of net long-term capital gain over net short-term capital loss) are generally taxable as long-term capital gain,
regardless of your holding period for the shares. Any dividends or capital gain distributions you receive from the Fund will normally
be taxable to you when made, regardless of whether you reinvest dividends or capital gain distributions or receive them in cash. Certain
dividends or distributions declared in October, November or December will be taxed to shareholders as if received in December if they
are paid during the following January. Each year the Fund will inform you of the amount and type of your distributions. IRAs and other
qualified retirement plans are exempt from federal income taxation until retirement proceeds are paid out to the participant.

Your redemptions, including exchanges, may result
in a capital gain or loss for federal tax purposes. A capital gain or loss on your investment is the difference between the cost of your
shares, including any sales charges, and the amount you receive when you sell them.

The Fund
must report to the IRS and furnish to shareholders the cost basis information for shares purchased and sold. The Fund has chosen average
cost as its standing (default) tax lot identification method for all shareholders, which means the Fund will use this method to determine
which specific shares are deemed to be sold when there are multiple

purchases on different dates at differing NAVs,
and the entire position is not sold at one time. Shareholders may, however, choose a method other than the Fund’s standing method
at the time of their purchase or upon sale of covered shares. Shareholders should consult their tax advisors to determine the best
IRS-accepted cost basis method for their tax situation and to obtain more information about how cost basis reporting applies to them.
Shareholders also should carefully review the cost basis information provided to them by the Fund and make any additional basis, holding
period or other adjustments that are required when reporting these amounts on their federal income tax returns.

On the account
application, you will be asked to certify that your social security number or taxpayer identification number is correct and that you are
not subject to backup withholding for failing to report income to the IRS. If you are subject to backup withholding or you did not certify
your taxpayer identification number, the IRS requires the Fund to withhold a percentage of any dividend, redemption or exchange proceeds.
The Fund reserves the right to reject any application that does not include a certified social security or taxpayer identification number.
If you do not have a social security number, you should indicate on the purchase form that your application to obtain a number is pending.
The Fund is required to withhold taxes if a number is not delivered to the Fund within seven days.

This summary is not intended to be and should
not be construed to be legal or tax advice. You should consult your own tax advisers to determine the tax consequences of owning the Fund’s
shares.

DISTRIBUTION OF SHARES

Distributor:
Northern Lights Distributors, LLC, 4221 North 203^rd Street, Suite 100, Elkhorn,
Nebraska 68022, is the distributor for the shares of the Fund. Northern Lights Distributors, LLC is a registered broker-dealer and member
of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Shares of the Fund are offered on a continuous basis.

Distribution Fees: The Trust, on behalf
of the Fund, has adopted the Trust’s Master Distribution and Shareholder Servicing Plan for Class A shares and Investor Class shares
of the Fund (each a “Plan” and collectively, the “Plans”) under Rule 12b-1, pursuant to which the Fund pays the
Distributor an annual fee for distribution and shareholder servicing expenses of 0.25%, and 1.00% of the Fund’s average daily net
assets attributable to Class A shares and Investor Class shares, respectively. There is no plan for Class I shares. Over time, fees paid
under each Plan will increase the cost of a shareholder’s investment and may cost more than other types of sales charges.

The Distributor
and other entities are paid under the Plans for services provided and the expenses borne by the Distributor and others in the distribution
of Fund shares, including the payment of commissions for sales of the shares and incentive compensation to and expenses of dealers and
others who engage in or support distribution of shares or who

service shareholder accounts, including overhead
and telephone expenses; printing and distribution of prospectuses and reports used in connection with the offering of the Fund’s
shares to other than current shareholders; and preparation, printing and distribution of sales literature and advertising materials. In
addition, the Distributor or other entities may utilize fees paid pursuant to the Plans to compensate dealers or other entities for their
opportunity costs in advancing such amounts, which compensation would be in the form of a carrying charge on any un-reimbursed expenses.

Additional Compensation to Financial Intermediaries:
The Distributor, its affiliates, and the Adviser and its affiliates may, at their own
expense and out of their own assets including their legitimate profits from Fund-related activities, provide additional cash payments
to financial intermediaries who sell shares of the Fund or assist in the marketing of the Fund. Financial intermediaries include brokers,
financial planners, banks, insurance companies, retirement or 401(k) plan administrators and others. These payments may be in addition
to the Rule 12b-1 fees and any sales charges that are disclosed elsewhere in this Prospectus. These payments are generally made to financial
intermediaries that provide shareholder or administrative services, or marketing support. Marketing support may include access to sales
meetings, sales representatives and financial intermediary management representatives, inclusion of the Fund on a sales list, including
a preferred or select sales list, or other sales programs. These payments also may be made as an expense reimbursement in cases where
the financial intermediary provides shareholder services to Fund shareholders. The Distributor may, from time to time, provide promotional
incentives to certain investment firms. Such incentives may, at the Distributor’s discretion, be limited to investment firms who
allow their individual selling representatives to participate in such additional compensation.

Householding: To reduce expenses, the
Fund mails only one copy of a Prospectus and each annual and semi-annual report to those addresses shared by accounts that have elected
to receive paper copies of these documents. If you wish to receive individual copies of these documents, please call the Fund at 1-855-969-8464
on days the Fund is open for business or contact your financial institution. The Fund will begin sending you individual copies thirty
days after receiving your request.

FINANCIAL HIGHLIGHTS

The financial
highlights tables are intended to help you understand the Fund’s financial performance for the period of its operations. Certain
information reflects financial results for a single Fund share. The total returns in each 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). This information has been
derived from the financial statements audited by RSM US LLP, whose report, along with the Fund’s financial statements, are included
in the Fund’s June 30, 2023 annual report, which is available at no charge upon request.

Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout the Fiscal Year

Year Ended June 30, 2023⁽¹⁾	Class A			Class I			Investor Class
Net asset value, beginning of year	$	10.00		$	10.00		$	10.00
Activity from investment operations:
Net investment income (loss)⁽²⁾		0.15			0.03			(0.23	)⁽¹⁰⁾
Net realized and unrealized gain (loss) on investments		(0.37	)		(0.24	)		0.02
Total from investment operations		(0.22	)		(0.21	)		(0.21	)
Less distributions from:
Net investment income		(0.04	)		(0.05	)		(0.05	)
Total distributions		(0.04	)		(0.05	)		(0.05	)
Net asset value, end of year	$	9.74		$	9.74		$	9.74
Total return⁽³⁾⁽⁹⁾		(2.16	)%		(2.06	)%		(2.06	)%
Net assets, at end of year (000s)	$	129,341		$	4		$	10	⁽⁷⁾
Ratio of gross expenses to average net assets^(4)(5)(8)		1.92	%		1.66	%		2.67	%
Ratio of net expenses to average net assets⁽⁵⁾⁽⁸⁾		1.92	%		1.66	%		2.67	%
Ratio of net investment income (loss) to average net assets^(5)(6)(8)		1.57	%		0.31	%		(2.32	)%
Portfolio Turnover Rate⁽⁹⁾		298	%		298	%		298	%

(1)

The HCM Dynamic Income Fund’s Class A, Class I and Investor
Class shares commenced operations on June 30, 2022.

(2)

Per share amounts calculated using the average shares method, which
more appropriately presents the per share data for each period.

(3)

Total returns shown are historical in nature and assume changes in
share price, reinvestment of dividends and distributions, if any, and exclude the effect of applicable sales charges and redemption fees.

(4)

Represents the ratio of expenses to average net assets absent fee
waivers and/or expense reimbursements by the adviser.

(5)

Does not include the expenses of other investment companies in which
the Fund invests, as these expenses are included in the realized and unrealized gain on investments.

(6)

Recognition of net investment income (loss) by the Fund is affected
by the timing of declaration of dividends by the underlying investments in which the Fund invests as well as timing of subscriptions and
redemptions within each share class.

(7)

Actual net assets, not truncated.

(8)

Annualized for periods less than one year.

(10)

Net investment income (loss) per share are balancing amounts necessary
to reconcile the change in net asset value per share for the period, and may not agree with the aggregate income and loss in the Statement
of Operations due to share transactions for the period.

Rev. June 2021

PRIVACY NOTICE

FACTS	WHAT DOES NORTHERN LIGHTS FUND TRUST III 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 depend on the product or service you have with us. This information can include: § Social Security number § Purchase History § Assets § Account Balances § Retirement Assets § Account Transactions § Transaction History § Wire Transfer Instructions § Checking Account Information 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 reasons Northern Lights Fund Trust III chooses to share; and whether you can limit this sharing.

Reasons we can share your personal information			Does Northern Lights Fund Trust III 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	We don’t share
For joint marketing with other financial companies			No	We don’t share
For our affiliates’ everyday business purposes – information about your transactions and experiences			No	We don’t share
For our affiliates’ everyday business purposes – information about your creditworthiness			No	We don’t share
For nonaffiliates to market to you			No	We don’t share

Questions?		Call (631) 490-4300

Who we are
Who is providing this notice?	Northern Lights Fund Trust III
What we do
How does Northern Lights Fund Trust III 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. Our service providers are held accountable for adhering to strict policies and procedures to prevent any misuse of your nonpublic personal information.
How does Northern Lights Fund Trust III collect my personal information?	We collect your personal information, for example, when you § Open an account § Provide account information § Give us your contact information § Make deposits or withdrawals from your account § Make a wire transfer § Tell us where to send the money § Tells us who receives the money § Show your government-issued ID § Show your driver’s license 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.
Definitions
Affiliates	Companies related by common ownership or control. They can be financial and nonfinancial companies. § Northern Lights Fund Trust III does not share with our affiliates.
Nonaffiliates	Companies not related by common ownership or control. They can be financial and nonfinancial companies § Northern Lights Fund Trust III does not share with nonaffiliates so they can market to you.
Joint marketing	A formal agreement between nonaffiliated financial companies that together market financial products or services to you. § Northern Lights Fund Trust III doesn’t jointly market.

Appendix A: Intermediary-Specific Sales Charge
Waivers and Discounts

Intermediary-Defined Sales Charge Waiver Policies

Robert
W. Baird & Co. (“Baird”): Effective June 15, 2020, shareholders purchasing fund shares through a Baird platform or
account will only be eligible for the following sales charge waivers (front-end sales charge waivers and CDSC waivers) and discounts,
which may differ from those disclosed elsewhere in this prospectus or the SAI.

Front-End Sales Charge Waivers on Investors
A-shares Available at Baird

Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing
shares of the same fund

Shares purchase by employees and registers representatives of Baird or its affiliate and their family
members as designated by Baird

Shares purchased using the proceeds of redemptions within the same
fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the
same accounts, and (3) redeemed shares were subject to a front-end or deferred sales charge (known as rights of reinstatement)

Employer-sponsored retirement plans or charitable accounts in a transactional brokerage account at Baird,
including 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit
plans. For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs or SAR-SEPs

CDSC Waivers on Investor A shares Available
at Baird

Shares sold due to death or disability of the shareholder

Shares sold as part of a systematic withdrawal plan as described in the Fund’s Prospectus

Shares bought due to returns of excess contributions from an IRA Account

Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder
reaching the qualified age based on applicable Internal Revenue Service regulations as described in the Fund’s Prospectus

Shares sold to pay Baird fees but only if the transaction is initiated by Baird

Shares acquired through a right of reinstatement

Front-End Sales Charge Discounts Available
at Baird: Breakpoints and/or Rights of Accumulations

Breakpoints as described in this prospectus

Rights of accumulations which entitles shareholders to breakpoint discounts will be automatically calculated
based on the aggregated holding of Fund assets held by accounts within the purchaser’s household at Baird. Eligible Fund assets
not held at Baird may be included in the rights of accumulations calculation only if the shareholder notifies his or her financial advisor
about such assets

Letters of Intent (LOI) allow for breakpoint discounts based on anticipated purchases of Funds through
Baird, over a 13-month period of time

HCM Dynamic Income Fund

Adviser	Howard Capital Management, Inc. 1145 Hembree Road Roswell, Georgia 30076
Independent Registered Public Accounting Firm	RSM US LLP 555 Seventeenth Street, Suite 1200 Denver, Colorado 80202
Custodian	Brown Brothers Harriman & Co. 50 Post Office Square Boston, Massachusetts 02110
Distributor	Northern Lights Distributors, LLC 4221 North 203^rd Street, Suite 100 Elkhorn, Nebraska 68022
Legal Counsel	Thompson Hine LLP 41 South High Street, Suite 1700 Columbus, Ohio 43215
Transfer Agent	Ultimus Fund Solutions, LLC 225 Pictoria Drive, Suite 450 Cincinnati, OH 45246

Additional information about the Fund is included
in the Fund’s SAI dated October 13, 2023. The SAI is incorporated into this Prospectus by reference (i.e., legally made a part of
this Prospectus). The SAI provides more details about the Fund’s policies and management. Additional information about the Fund’s
investments is also available in the Fund’s Annual and Semi-Annual Reports to Shareholders. In the Fund’s Annual Report, you
will find a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance during
its last fiscal year.

To obtain a free copy of the SAI and the Annual and
Semi-Annual Reports to Shareholders, or other information about the Fund, or to make shareholder inquiries about the Fund, please call
1-855-969-8464 or visit www.howardcmfunds.com. You may also write to:

HCM Dynamic Income Fund

c/o Ultimus Fund Solutions, LLC

4221 North 203^rd Street, Suite 100

Elkhorn, Nebraska 68022

Reports and other information about the Fund are available
on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov. Copies of the information may be obtained, after paying
a duplicating fee, by electronic request at the following E-mail address: [email protected].

Investment Company Act File # 811-22655

HCM Dynamic Income Fund

Class A Shares HCMBX

Class I Shares HCMUX

Investor Class Shares HCMFX

a series of Northern Lights Fund Trust III

STATEMENT OF ADDITIONAL INFORMATION

October 13, 2023

This Statement of Additional Information (“SAI”)
is not a Prospectus and should be read in conjunction with the Prospectus of the HCM Dynamic Income Fund (the “Fund”) dated
October 13, 2023, which is incorporated by reference into this SAI (i.e., legally made a part of this SAI). Copies may be obtained without
charge by contacting the Fund’s Transfer Agent, Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246
or by calling 1-855-969-8464. You may also obtain a prospectus by visiting the Fund’s website at www.howardcmfunds.com.

TABLE OF CONTENTS

THE FUND	1
INVESTMENTS AND RISKS	1
PORTFOLIO TURNOVER	22
INVESTMENT RESTRICTIONS	22
INVESTMENT ADVISER	24
PORTFOLIO MANAGER	25
ALLOCATION OF BROKERAGE	26
POLICIES AND PROCEDURES FOR DISCLOSURE OF PORTFOLIO HOLDINGS	28
OTHER SERVICE PROVIDERS	29
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	31
LEGAL COUNSEL	31
DISTRIBUTOR	31
DESCRIPTION OF SHARES	34
CODE OF ETHICS	34
PROXY VOTING POLICIES	34
PURCHASE, REDEMPTION AND PRICING OF FUND SHARES	35
TAX STATUS	39
ANTI-MONEY LAUNDERING PROGRAM	45
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES	45
MANAGEMENT	46
FINANCIAL STATEMENTS	51
APPENDIX A – BOND RATINGS	52
APPENDIX B – PROXY VOTING POLICIES AND PROCEDURES	54

THE FUND

The Fund is a diversified series of Northern Lights
Fund Trust III, a Delaware statutory trust organized on December 5, 2011 (the “Trust”). The Trust is registered as an open-end
management investment company. The Trust is governed by its Board of Trustees (the “Board”).

The Fund may issue an unlimited number of shares of
beneficial interest. All shares of the Fund have equal rights and privileges. Each share of the Fund is entitled to one vote on all matters
as to which shares are entitled to vote. In addition, each share of the Fund is entitled to participate equally with other shares, on
a class-specific basis, (i) in dividends and distributions declared by the Fund and (ii) on liquidation to its proportionate share of
the assets remaining after satisfaction of outstanding liabilities. Shares of the Fund are fully paid, non-assessable and fully transferable
and have no pre-emptive, conversion or exchange rights. Fractional shares have proportionately the same rights, including voting rights,
as are provided for a full share.

Howard Capital Management, Inc. (the “Adviser”)
is the Fund’s investment adviser. The Fund’s investment objectives, restrictions and policies are more fully described here
and in the Prospectus. The Board may start other series and offer shares of a new fund under the Trust at any time.

The Fund offers three classes of shares: Class A shares,
Class I shares, and Investor Class shares. Each share class represents an interest in the same assets of the Fund, has the same rights
and is identical in all material respects except that (i) each class of shares may be subject to different (or no) sales loads; (ii) each
class of shares may bear different (or no) distribution fees; (iii) each class of shares may have different shareholder features, such
as minimum investment amounts; (iv) certain other class-specific expenses will be borne solely by the class to which such expenses are
attributable, including transfer agent fees attributable to a specific class of shares, printing and postage expenses related to preparing
and distributing materials to current shareholders of a specific class, registration fees paid by a specific class of shares, the expenses
of administrative personnel and services required to support the shareholders of a specific class, litigation or other legal expenses
relating to a class of shares, Board fees or expenses paid as a result of issues relating to a specific class of shares and accounting
fees and expenses relating to a specific class of shares and (v) each class has exclusive voting rights with respect to matters relating
to its own distribution arrangements. The Board may classify and reclassify the shares of the Fund into additional classes of shares at
a future date.

Under the Trust’s Agreement and Declaration of
Trust, each Trustee will continue in office until the termination of the Trust or his/her earlier death, incapacity, resignation or removal.
Shareholders can remove a Trustee to the extent provided by the Investment Company Act of 1940, as amended (the “1940 Act”)
and the rules and regulations promulgated thereunder. Vacancies may be filled by a majority of the remaining Trustees, except insofar
as the 1940 Act may require the election by shareholders. As a result, no annual or regular meetings of shareholders will be held unless
matters arise requiring a vote of shareholders under the Agreement and Declaration of Trust or the 1940 Act.

INVESTMENTS AND RISKS

The investment objectives of the Fund and the
descriptions of the Fund’s principal investment strategies are set forth under “Investment Objective”, “Principal
Investment Strategies”, and “Principal Investment Risks” in the Prospectus. The Fund’s investment objective is
not fundamental and may be changed without the approval of a majority of the outstanding voting securities of the Trust.

The following pages contain more detailed information
about the types of instruments in which the Fund may invest, directly or indirectly, strategies the Adviser may employ in pursuit of the
Fund’s investment objective and a summary of related risks.

Equity Securities

Equity securities in which the 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

The 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.

Fixed Income/Debt/Bond Securities

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 the Fund will be subjected to risk even
if all fixed income securities in the Fund’s portfolios 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 market’s 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 the 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 investment.

The Fund may invest in sovereign bonds. Sovereign
bonds involve special risks not present in corporate bonds. The governmental authority that controls the repayment of the bonds may be
unable or unwilling to make interest payments and/or repay the principal on its bonds. If an issuer of sovereign bonds defaults on payments
of principal and/or interest, the Fund may have limited recourse against the issuer. In the past, certain governments of emerging market
countries have declared themselves unable to meet their financial obligations on a timely basis, which has resulted in losses to holders
of such government’s debt.

A sovereign debtor’s willingness or ability
to repay principal and pay interest in a timely manner may be affected by, among other factors, its cash flow situation, the extent of
its foreign currency reserves, the availability of sufficient foreign exchange, the relative size of the debt service burden, the sovereign
debtor’s policy toward principal international lenders and local political constraints. Sovereign debtors may also be dependent
on expected disbursements from foreign governments, multilateral agencies and other entities to reduce principal and interest arrearages
on their debt. The failure of a sovereign debtor to implement economic reforms, achieve specified levels of economic performance or repay
principal or interest when due may result in the cancellation of third-party commitments to lend funds to the sovereign debtor, which
may further impair such debtor’s ability or willingness to service its debts.

The 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:

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.

Credit Risk. Fixed income securities have
speculative characteristics and changes in economic conditions or other circumstances 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. The 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 the 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.

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.

The 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. The 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

The 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. Each 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
investments unless such notes can be put back to the issuer on demand within seven days.

Commercial Paper

The 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 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

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

Repurchase agreements are generally for a short
period of time, often less than a week, and will generally be used by the Fund to invest excess cash or as part of a temporary defensive
strategy. Repurchase agreements that do not provide for payment within seven days will be treated as illiquid investments. 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.

High Yield Securities

The Fund may invest in high yield securities.
High yield, high risk bonds are securities that are generally rated below investment grade by the primary rating agencies (BB+ or lower
by S&P and Ba1 or lower by Moody’s). Other terms used to describe such securities include “lower rated bonds,” “non-investment
grade bonds,” “below investment grade bonds,” and “junk bonds.” These securities are considered to be high-risk
investments. The risks include the following:

Greater Risk of Loss. These securities
are regarded as predominately speculative. There is a greater risk that issuers of lower rated securities will default than issuers of
higher rated securities. Issuers of lower rated securities generally are less creditworthy and may be highly indebted, financially distressed,
or bankrupt. These issuers are more vulnerable to real or perceived economic changes, political changes or adverse industry developments.
In addition, high yield securities are frequently subordinated to the prior payment of senior indebtedness. If an issuer fails to pay
principal or interest, the Fund would experience a decrease in income and a decline in the market value of its investments.

Sensitivity to Interest Rate and Economic Changes.
The income and market value of lower-rated securities may fluctuate more than higher rated securities. Although non-investment grade securities
tend to be less sensitive to interest rate changes than investment grade securities, non-investment grade securities are more sensitive
to short-term corporate, economic and market developments. During periods of economic uncertainty and change, the market price of the
investments in lower-rated securities may be volatile. The default rate for high yield bonds tends to be cyclical, with defaults rising
in periods of economic downturn.

Valuation Difficulties. It is often more
difficult to value lower rated securities than higher rated securities. If an issuer’s financial condition deteriorates, accurate
financial and business information may be limited or unavailable. In addition, the lower rated investments may be thinly traded and there
may be no

established secondary market. Because of the
lack of market pricing and current information for investments in lower rated securities, valuation of such investments is much more dependent
on judgment than is the case with higher rated securities.

Liquidity. There may be no established
secondary or public market for investments in lower rated securities. Such securities are frequently traded in markets that may be relatively
less liquid than the market for higher rated securities. In addition, relatively few institutional purchasers may hold a major portion
of an issue of lower-rated securities at times. As a result, the Fund may be required to sell investments at substantial losses or retain
them indefinitely when an issuer’s financial condition is deteriorating.

Credit Quality. Credit quality of non-investment
grade securities can change suddenly and unexpectedly, and even recently-issued credit ratings may not fully reflect the actual risks
posed by a particular high-yield security.

New Legislation. Future legislation may
have a possible negative impact on the market for high yield, high risk bonds. New legislation, if enacted, could have a material negative
effect on the Fund’s investments in lower rated securities.

High Yield Investments. High yield investments
may include the following:

Straight fixed-income debt securities.
These include bonds and other debt obligations that bear a fixed or variable rate of interest payable at regular intervals and have a
fixed or resettable maturity date. The particular terms of such securities vary and may include features such as call provisions and sinking
funds.

Zero-coupon debt securities. These bear
no interest obligation but are issued at a discount from their value at maturity. When held to maturity, their entire return equals the
difference between their issue price and their maturity value.

Zero-fixed-coupon debt securities. These
are zero-coupon debt securities that convert on a specified date to interest-bearing debt securities.

Pay-in-kind bonds. These are bonds which
allow the issuer, at its option, to make current interest payments on the bonds either in cash or in additional bonds. These are bonds
sold without registration under the Securities Act of 1933, as amended (the “Securities Act”), usually to a relatively small
number of institutional investors.

Convertible Securities. These are bonds
or preferred stock that may be converted to common stock.

Preferred Stock. These are stocks that
generally pay a dividend at a specified rate and have preference over common stock in the payment of dividends and in liquidation.

Loan Participations and Assignments. These
are participations in, or assignments of all or a portion of loans to corporations or to governments, including governments of less developed
countries.

Securities issued in connection with Reorganizations
and Corporate Restructurings. In connection with reorganizing or restructuring of an issuer, an issuer may issue common stock or

other securities to holders of its
debt securities. The Fund may hold such common stock and other securities even if it does not invest in such securities.

Municipal Government Obligations

In general, municipal obligations are debt obligations
issued by or on behalf of states, territories and possessions of the United States (including the District of Columbia) and their political
subdivisions, agencies and instrumentalities. Municipal obligations generally include debt obligations issued to obtain funds for various
public purposes. Certain types of municipal obligations are issued in whole or in part to obtain funding for privately operated facilities
or projects. Municipal obligations include general obligation bonds, revenue bonds, industrial development bonds, notes and municipal
lease obligations. Municipal obligations also include additional obligations, the interest on which is exempt from federal income tax,
that may become available in the future as long as the Board determines that an investment in any such type of obligation is consistent
with the Fund’s investment objectives. Municipal obligations may be fully or partially backed by local government, the credit of
a private issuer, current or anticipated revenues from a specific project or specific assets or domestic or foreign entities providing
credit support such as letters of credit, guarantees or insurance.

Bonds and Notes. General obligation bonds
are secured by the issuer’s pledge of its full faith, credit and taxing power for the payment of interest and principal. Revenue
bonds are payable only from the revenues derived from a project or facility or from the proceeds of a specified revenue source. Industrial
development bonds are generally revenue bonds secured by payments from and the credit of private users. Municipal notes are issued to
meet the short-term funding requirements of state, regional and local governments. Municipal notes include tax anticipation notes, bond
anticipation notes, revenue anticipation notes, tax and revenue anticipation notes, construction loan notes, short-term discount notes,
tax-exempt commercial paper, demand notes and similar instruments.

Municipal Lease Obligations. Municipal
lease obligations may take the form of a lease, an installment purchase or a conditional sales contract. They are issued by state and
local governments and authorities to acquire land, equipment and facilities, such as vehicles, telecommunications and computer equipment
and other capital assets. The Fund may invest in Underlying Funds that purchase these lease obligations directly, or it may purchase participation
interests in such lease obligations (See “Participation Interests” section). States have different requirements for issuing
municipal debt and issuing municipal leases. Municipal leases are generally subject to greater risks than general obligation or revenue
bonds because they usually contain a “non-appropriation” clause, which provides that the issuer is not obligated to make payments
on the obligation in future years unless funds have been appropriated for this purpose each year. Such non-appropriation clauses are required
to avoid the municipal lease obligations from being treated as debt for state debt restriction purposes. Accordingly, such obligations
are subject to “non-appropriation” risk. Municipal leases may be secured by the underlying capital asset and it may be difficult
to dispose of any such asset in the event of non-appropriation or other default.

Master Limited Partnerships (“MLPs”)

An MLP is an entity that is generally taxed as
a partnership for federal income tax purposes and that derives each year at least 90% of its gross income from “Qualifying Income.”
Qualifying Income for MLPs includes interest, dividends, real estate rents, gain from the sale or disposition of real property, income
and gain from commodities or commodity futures, and income and gain from mineral or natural resources activities that generate Qualifying
Income. MLP interests (known as units) are traded on

securities exchanges or over-the-counter. An
MLP’s organization as a partnership and compliance with the Qualifying Income rules generally eliminates federal tax at the entity
level.

An MLP has one or more general partners (who may
be individuals, corporations, or other partnerships) which manage the partnership, and limited partners, which provide capital to the
partnership but have no role in its management. Typically, the general partner is owned by company management or another publicly traded
sponsoring corporation. When an investor buys units in an MLP, the investor becomes a limited partner.

MLPs are formed in several ways. A nontraded partnership
may decide to go public. Several nontraded partnerships may roll up into a single MLP. A corporation may spin-off a group of assets or
part of its business into an MLP of which it is the general partner, to realize the assets’ full value on the marketplace by selling
the assets and using the cash proceeds received from the MLP to address debt obligations or to invest in higher growth opportunities,
while retaining control of the MLP. A corporation may fully convert to an MLP, although since 1986 the tax consequences have made this
an unappealing option for most corporations. Unlike the ways described above, it is also possible for a newly formed entity to commence
operations as an MLP from its inception.

The sponsor or general partner of an MLP, other
energy companies, and utilities may sell assets to MLPs in order to generate cash to fund expansion projects or repay debt. The MLP structure
essentially transfers cash flows generated from these acquired assets directly to MLP limited partner unitholders.

In the case of an MLP buying assets from its sponsor
or general partner the transaction is intended to be based upon comparable terms in the acquisition market for similar assets. To help
insure that appropriate protections are in place, the board of the MLP generally creates an independent committee to review and approve
the terms of the transaction. The committee often obtains a fairness opinion and can retain counsel or other experts to assist its evaluation.
Since both parties normally have a significant equity stake in the MLP, both parties are aligned to see that the transaction is accretive
and fair to the MLP.

As a motivation for the general partner to successfully
manage the MLP and increase cash flows, the terms of MLPs typically provide that the general partner receives a larger portion of the
net income as distributions reach higher target levels. As cash flow grows, the general partner receives a greater interest in the incremental
income compared to the interest of limited partners. Although the percentages vary among MLPs, the general partner’s marginal interest
in distributions generally increases from 2% to 15% at the first designated distribution target level moving up to 25% and ultimately
50% as pre-established distribution per unit thresholds are met. Nevertheless, the aggregate amount distributed to limited partners will
increase as MLP distributions reach higher target levels. Given this incentive structure, the general partner has an incentive to streamline
operations and undertake acquisitions and growth projects in order to increase distributions to all partners.

Because the MLP itself generally does not pay
federal income tax, its income or loss is allocated to its investors, irrespective of whether the investors receive any cash payment or
other distributions from the MLP. An MLP typically makes quarterly cash distributions. Although they resemble corporate dividends, MLP
distributions are treated differently for tax purposes. The MLP distribution is treated as a return of capital to the extent of the investor’s
basis in his MLP interest and, to the extent the distribution exceeds the investor’s basis in the MLP, generally as capital gain.
The investor’s original basis is the price paid for the units. The basis is adjusted downwards with each distribution and allocation
of deductions (such as depreciation) and losses, and upwards with each allocation of taxable

income and gain. If
the Fund keeps MLP investments until the basis is zero, subsequent distributions will be taxable to the Fund at ordinary income rates
and shareholders may receive a corrected 1099.

The partner will not incur federal income tax
on distributions until: (1) he sells his MLP units and pays tax on his gain, which gain is increased due to the basis decrease due to
prior distributions; or (2) his basis reaches zero. When the units are sold, the difference between the sales price and the investor’s
adjusted basis is gain or loss for federal income tax purposes.

The business of certain MLPs is affected by supply
and demand for energy commodities because such MLPs derive revenue and income based upon the volume of the underlying commodity produced,
transported, processed, distributed, and/or marketed. Pipeline MLPs have indirect commodity exposure to gas and oil price volatility because
although they do not own the underlying energy commodity, the general level of commodity prices may affect the volume of the commodity
that the MLP delivers to its customers and the cost of providing services such as distributing natural gas liquids. The costs of natural
gas pipeline MLPs to perform services may exceed the negotiated rates under “negotiated rate” contracts. Specifically, processing
MLPs may be directly affected by energy commodity prices. Propane MLPs own the underlying energy commodity, and therefore have direct
exposure to energy commodity prices, although the Adviser intends to target high quality MLPs that seek to mitigate or manage direct margin
exposure to commodity prices. However, the MLP industry in general could be hurt by market perception that an MLP’s performance
and valuation are directly tied to commodity prices.

Real Estate Investment Trusts (“REITs”)

The Fund may invest in the equity securities of
REITs focused on the energy industry. A REIT is a corporation or business trust that invests in real estate and derives its income from
rents or sales of real property or interest on loans secured by mortgages on real property. The market value of REITs may be affected
by numerous factors, including decreases in the value of real estate, vacancies, decreases in lease rates, defaults by lessees, changes
in the tax laws or by their inability to qualify for the tax-free pass-through of their income.

Energy Trust Securities

The Fund may invest in U.S. royalty trusts. U.S. royalty
trusts are generally not subject to U.S. federal corporate income taxation at the trust or entity level. Instead, each unitholder of the
U.S. royalty trust is required to take into account its share of all items of the U.S. royalty trust’s income, gain, loss, deduction
and expense. It is possible that the Fund’s share of taxable income from a U.S. royalty trust may exceed the cash actually distributed
to it from the U.S. royalty trust in a given year. In such a case, the Fund will have less after-tax cash available for distribution to
shareholders.

Exchange-Traded Notes (“ETNs”)

The Fund may invest in ETNs, which are senior, unsecured,
unsubordinated debt securities whose returns are linked to the performance of a particular market benchmark or strategy, minus applicable
fees. ETNs are traded on an exchange (e.g., the New York Stock Exchange) during normal trading hours; however, investors also can hold
ETNs until they mature. At maturity, the issuer pays to the investor a cash amount equal to the principal amount, subject to the day’s
market benchmark or strategy factor. ETNs do not make periodic coupon payments or provide principal protection. ETNs are subject to credit
risk, including the credit risk of the issuer, and the value of the ETN may drop due to a downgrade in the issuer’s credit rating,
despite the underlying market benchmark or strategy remaining unchanged. The value of an ETN also may be influenced by time to maturity,
level of supply and

demand for the ETN, volatility and lack of liquidity
in underlying assets, changes in the applicable interest rates, changes in the issuer’s credit rating, and economic, legal, political,
or geographic events that affect the referenced underlying asset. When the Fund invests in ETNs, they will bear their proportionate share
of any fees and expenses borne by the ETN. A decision by the Fund to sell ETN holdings may be limited by the availability of a secondary
market. In addition, although an ETN may be listed on an exchange, the issuer may not be required to maintain the listing, and there can
be no assurance that a secondary market will exist for an ETN.

ETNs also are subject to tax risk. No assurance can
be given that the IRS will accept, or a court will uphold, how the Fund characterizes and treat ETNs for tax purposes.

An ETN that is tied to a specific market benchmark
or strategy may not be able to replicate and maintain exactly the composition and relative weighting of securities, commodities or other
components in the applicable market benchmark or strategy. Some ETNs that use leverage can, at times, be relatively illiquid, and thus
they may be difficult to purchase or sell at a fair price. Leveraged ETNs are subject to the same risk as other instruments that use leverage
in any form. The market value of ETNs may differ from their market benchmark or strategy. This difference in price may be due to the fact
that the supply and demand in the market for ETNs at any point in time is not always identical to the supply and demand in the market
for the securities, commodities or other components underlying the market benchmark or strategy that the ETN seeks to track. As a result,
there may be times when an ETN trades at a premium or discount to its market benchmark or strategy.

United States Government Obligations

These consist of various types of marketable securities
issued by the United States Treasury, i.e., bills, notes and bonds. Such securities are direct obligations of the United States government
and differ mainly in the length of their maturity. Treasury bills, the most frequently issued marketable government security, have a maturity
of up to one year and are issued on a discount basis. The Funds may also invest in Treasury Inflation-Protected Securities (“TIPS”).
TIPS are special types of treasury bonds that were created in order to offer bond investors protection from inflation. The values of the
TIPS are automatically adjusted to the inflation rate as measured by the Consumer Price Index (“CPI”). If the CPI goes up
by half a percent, the value of the bond (the TIPS) would also go up by half a percent. If the CPI falls, the value of the bond does not
fall because the government guarantees that the original investment will stay the same. TIPS decline in value when real interest rates
rise. However, in certain interest rate environments, such as when real interest rates are rising faster than nominal interest rates,
TIPS may experience greater losses than other fixed income securities with similar duration.

United States Government Agency Obligations

These consist of debt securities issued by agencies
and instrumentalities of the United States government, including the various types of instruments currently outstanding or which may be
offered in the future. Agencies include, among others, the Federal Housing Administration, Government National Mortgage Association (“GNMA”),
Farmer’s Home Administration, Export-Import Bank of the United States, Maritime Administration, and General Services Administration.
Instrumentalities include, for example, each of the Federal Home Loan Banks, the National Bank for Cooperatives, the Federal Home Loan
Mortgage Corporation (“FHLMC”), the Farm Credit Banks, the Federal National Mortgage Association (“FNMA”), and
the United States Postal Service. These securities are either: (i) backed by the full faith and credit of the United States government
(e.g., United States Treasury Bills); (ii) guaranteed by the United States Treasury (e.g., GNMA mortgage-backed securities); (iii) supported
by the issuing agency’s or instrumentality’s right to borrow from the United States Treasury (e.g., FNMA

Discount Notes); or (iv) supported only by the
issuing agency’s or instrumentality’s own credit (e.g., Tennessee Valley Association). On September 7, 2008, the U.S. Treasury
Department and the Federal Housing Finance Authority (the “FHFA”) announced that FNMA and FHLMC had been placed into conservatorship,
a statutory process designed to stabilize a troubled institution with the objective of returning the entity to normal business operations.
The U.S. Treasury Department and the FHFA at the same time established a secured lending facility and a Secured Stock Purchase Agreement
with both FNMA and FHLMC to ensure that each entity had the ability to fulfill its financial obligations. The FHFA announced that it does
not anticipate any disruption in pattern of payments or ongoing business operations of FNMA and FHLMC.

Government-related guarantors (i.e., not backed
by the full faith and credit of the United States government) include FNMA and FHLMC. FNMA is a government-sponsored corporation owned
entirely by private stockholders. It is subject to general regulation by the Secretary of Housing and Urban Development. FNMA purchases
conventional (i.e., not insured or guaranteed by any government agency) residential mortgages from a list of approved seller/servicers
which include state and federally chartered savings and loan associations, mutual savings banks, commercial banks and credit unions and
mortgage bankers. Pass-through securities issued by FNMA are guaranteed as to timely payment of principal and interest by FNMA but are
not backed by the full faith and credit of the United States government.

FHLMC was created by Congress in 1970 for the
purpose of increasing the availability of mortgage credit for residential housing. It is a government-sponsored corporation formerly owned
by the twelve Federal Home Loan Banks and now owned entirely by private stockholders. FHLMC issues participation certificates (“PCs”),
which represent interests in conventional mortgages from FHLMC’s national portfolio. FHLMC guarantees the timely payment of interest
and ultimate collection of principal, but PCs are not backed by the full faith and credit of the United States government. Commercial
banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers and other secondary market issuers also create
pass-through pools of conventional residential mortgage loans. Such issuers may, in addition, be the originators and/or servicers of the
underlying mortgage loans as well as the guarantors of the mortgage-related securities. Pools created by such nongovernmental issuers
generally offer a higher rate of interest than government and government-related pools because there are no direct or indirect government
or agency guarantees of payments in the former pools. However, timely payment of interest and principal of these pools may be supported
by various forms of insurance or guarantees, including individual loan, title, pool and hazard insurance and letters of credit. The insurance
and guarantees are issued by governmental entities, private insurers and the mortgage poolers.

Securities of Other Investment Companies

The Fund may invest in securities issued by other investment
companies (“Underlying Funds”). The Fund intends to limit its investments in accordance with applicable law or as permitted
by Rule 12d1-4 under the 1940 Act. Among other things, such law would limit these investments so that, as determined immediately after
a securities purchase is made by the Fund: (a) not more than 5% of the value of its total assets will be invested in the securities of
any one investment company (the “5% Limitation”); (b) 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 (the “10% Limitation”); (c) not more than 3% of the outstanding
voting stock of any one investment company will be owned by the Fund (the “3% Limitation”); and (d) not more than 10% of the
outstanding voting stock of any one closed-end investment company will be owned by the Fund together with all other investment companies
that have the same advisor. Under certain sets of conditions, different sets of restrictions may be applicable. As a shareholder of another
investment

company, the Fund would bear, along with other shareholders,
its proportionate share of that investment company’s expenses, including advisory fees. These expenses would be in addition to the
advisory and other expenses that the Fund bears directly in connection with its own operations. Investment companies in which the Fund
may invest may also impose a sales or distribution charge in connection with the purchase or redemption of their shares and other types
of commissions or charges. Such charges will be payable by the Fund and, therefore, will be borne directly by the Fund’s shareholders.

To the extent applicable, the Fund may rely on Section
12(d)(1)(F) and Rule 12d1-4 under the 1940 Act which in conjunction with one another allow registered investment companies (such as the
Fund) to exceed the 3%, 5% and 10% Limitation and the 10% Limitations, provided the aggregate sales loads any investor pays (i.e., the
combined distribution expenses of both the acquiring fund and the acquired funds) do not exceed the limits on sales loads established
by the Financial Industry Regulatory Authority (“FINRA”) for funds of funds, and the registered investment company “mirror
votes” any securities purchased pursuant to Section 12(d)(1)(F).

Exchange Traded Funds

The Fund may invest in ETFs. An ETF is a type of open-end
fund, however, unlike a mutual fund, its shares are bought and sold on a securities exchange at market price and only certain financial
institutions called authorized participants may buy and redeem shares of the ETF at net asset value. ETF shares can trade at either a
premium or discount to net asset value. Each ETF like a mutual fund is subject to specific risks depending on the type of strategy (actively
managed or passively tracking an index) and the composition of its underlying holdings. Investing in an ETF involves substantially the
same risks as investing directly in the ETF’s underlying holdings. ETFs pay fees and incur operating expenses, which reduce the
total return earned by the ETFs from their underlying holdings. An ETF may not achieve its investment objective or execute its investment
strategy effectively, which may adversely affect the Fund’s performance.

Because the Funds may invest in Underlying Funds your
cost of investing in the Fund will be higher than the cost of investing directly in ETFs, mutual funds, or closed-end funds and may be
higher than other mutual funds that invest directly in stocks and bonds. You will indirectly bear fees and expenses charged by the Underlying
Funds in addition to the Fund’s direct fees and expenses. When the Fund invests in Underlying Funds that use margin, leverage, short
sales and other forms of financial derivatives, such as options and futures, an investment in the Fund may be more volatile than investments
in other mutual funds. Short sales are speculative investments and will cause the Fund to lose money if the value of a security sold short
by the Underlying Fund in which the Fund invests, does not go down as expected.

Additional risks of investing in Underlying Funds,
where noted, are described below:

Tracking Risk: Investment in the Fund should
be made with the understanding that the passive Underlying Funds in which the Fund invests will not be able to replicate exactly the performance
of the indices they track because the total return generated by the securities will be reduced by transaction costs incurred in adjusting
the actual balance of the securities. In addition, the passive Underlying Funds in which the Fund invests will incur expenses not incurred
by their applicable indices. Certain securities comprising the indices tracked by the passive Underlying Funds may, from time to time,
temporarily be unavailable, which may further impede the passive Underlying Funds’ ability to track their applicable indices.

Inverse Correlation Risk: Underlying Funds
that are inverse funds should lose value as the index or security tracked by such fund’s benchmark increases in value; a result
that is the opposite from traditional mutual funds. Successful use of inverse funds requires that the Adviser correctly predict short
term market movements. If the Fund invests in an inverse fund and markets rise, the Fund could lose money. Inverse funds may also employ
leverage such that their returns are more than one times that of their benchmark.

Leveraging Risk: The use of leverage by
the Underlying Funds, such as borrowing money to purchase securities, engaging in reverse repurchase agreements, lending portfolio securities
and engaging in forward commitment transactions, will magnify the Underlying Fund’s gains or losses. During periods in which an
Underlying Fund is utilizing financial leverage, the fees which are payable to its manager as a percentage of the Underlying Fund’s
assets may be higher than if the Underlying Fund did not use leverage, because the fees are calculated as a percentage of the Underlying
Fund’s assets, including those purchased with leveraging. Due to the effect of compounding, leveraged Underlying Funds’ performance
over longer periods of time can differ significantly from the performance of their underlying index or benchmark during the same period
of time.

Management Risk: When the Fund invests
in Underlying Funds there is a risk that the managers of those Underlying Funds may make investment decisions that are detrimental to
the performance of the Fund.

Net Asset Value and Market Price Risk:
The market value of ETF and closed-end fund shares may differ from their net asset value. This difference in price may be due to the fact
that the supply and demand in the market for fund shares at any point in time is not always identical to the supply and demand in the
market for the underlying basket or portfolio of securities. Accordingly, there may be times when shares trade at a premium or discount
to net asset value.

Strategies Risk: Each Underlying Fund is
subject to specific risks, depending on the nature of the fund. These risks could include liquidity risk, sector risk, and foreign currency
risk, as well as risks associated with fixed income securities and commodities.

Foreign Securities

General. The 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 the Fund by domestic
companies or the U.S. government. There may be the possibility of expropriations, seizure or nationalization of foreign deposits, confiscatory
taxation, political, economic or social instability or diplomatic developments that could affect assets of the 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 the Fund’s currency exchange
transactions do not fully protect it 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 the Fund invests relative to the U.S. dollar will result in a corresponding
increase in the U.S. dollar value of the Fund’s assets (and possibly a corresponding decrease in the amount of securities to be
liquidated).

Securities Options

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

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

Stock index options are put options and
call options on various stock indices. In most respects, they are identical to listed options on common stocks. The primary difference
between stock options and index options occurs when index options are exercised. In the case of stock options, the underlying security,
common stock, is delivered. However, upon the exercise of an index option, settlement does not occur by delivery of the securities comprising
the index. The option holder who exercises the index option receives an amount of cash if the closing level of the stock index upon which
the option is based is greater than, in the case of a call, or less than, in the case of a put, the exercise price of the option. This
amount of cash is equal to the difference between the closing price of the stock index and the exercise price of the option expressed
in dollars times a specified multiple. A stock index fluctuates with changes in the market value of the stocks included in the index.
For example, some stock index options are based on a broad market index, such as the Standard & Poor’s 500® Index or the
Value Line Composite Index or a narrower market index, such as the Standard & Poor’s 100®. Indices may also be based on
an industry or market segment, such as the NYSE Arca Oil Index. Options on stock indices are currently traded on the Chicago Board Options
Exchange, the New York Stock Exchange, the NYSE American and the Nasdaq OMX PHLX.

The Fund’s obligation to sell an
instrument subject to a call option written by it, or to purchase an instrument subject to a put option written by it, may be terminated
prior to the expiration date of the option by the Fund’s execution of a closing purchase transaction, which is effected by purchasing
on an exchange an option of the same series (i.e., same underlying instrument, exercise price and expiration date) as the option previously
written. A closing purchase transaction will ordinarily be effected to realize a profit on an outstanding option, to prevent an underlying
instrument from being called, to permit the sale of the underlying instrument or to permit the writing of a new option containing different
terms on such underlying instrument. The cost of such a liquidation purchase plus transactions costs may be greater than the premium received
upon the original option, in which event the Funds 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 until the option expires or the optioned instrument is delivered upon

exercise. In such circumstances, the writer
will be subject to the risk of market decline or appreciation in the instrument during such period.

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

Certain Risks Regarding Options.

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

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

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

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

Options on Futures Contracts

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

Dealer Options

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

The Staff of the SEC has taken the position that
purchased dealer options are illiquid investments. In such cases, the dealer option would be considered illiquid only to the extent the
maximum purchase price under the formula exceeds the intrinsic value of the option. Accordingly, the Fund will treat dealer

options as subject to the Fund’s limitation
on illiquid investments. If the SEC changes its position on the liquidity of dealer options, the Fund will change its treatment of such
instruments accordingly.

Futures Contracts

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

Unlike when the Fund purchases or sells a security,
no price would be paid or received by the Fund upon the purchase or sale of a futures contract. The margin required for a particular futures
contract is set by the exchange on which the contract is traded, and may be significantly modified from time to time by the exchange during
the term of the contract. Futures contracts are customarily purchased and sold on margins that may range upward from less than 5% of the
value of the contract being traded.

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

These subsequent payments, called “variation
margin,” to and from the futures broker, are made on a daily basis as the price of the underlying assets fluctuate making the long
and short positions in the futures contract more or less valuable, a process known as “marking to the market.” The Fund expects
to earn interest income on 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, the Fund realizes a gain; if it is more, the Fund realizes a loss.
Conversely, if the offsetting sale price is more than the original purchase price, the Fund realizes a gain; if it is less, the Fund realizes
a loss. The transaction costs must also be included in these calculations. There can be no assurance, however, that the Fund will be able
to enter into an offsetting transaction with respect to a particular futures contract at a particular time.

Swap Agreements

The 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. 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 the Fund calculates
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, the
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 their 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 NAV at least equal to the accrued excess will be maintained in an account with the Custodian
(as defined under the section entitled “Custodian”).

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.
The Fund will not enter into any swap agreement unless the Adviser believes that the other party to the transaction is creditworthy. The
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.

The Fund may enter into a swap agreement in circumstances
where the 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. 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. The 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 the 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.

When-Issued, Forward Commitments and Delayed
Settlements

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

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

The Fund purchases securities on a when-issued,
forward commitment or delayed settlement basis only with the intention of completing the transaction. If deemed advisable as a matter
of investment strategy, however, the Fund may dispose of or renegotiate a commitment after it is entered into, and may sell securities
it has committed to purchase before those securities are delivered to the Fund on

the settlement date. In these cases, the Fund
may realize a taxable capital gain or loss. When the Fund engages in when-issued, forward commitment and delayed settlement transactions,
it relies on the other party to consummate the trade. Failure of such party to do so may result in the Fund incurring a loss or missing
an opportunity to obtain a price credited to be advantageous.

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

Illiquid Investments and Restricted Securities

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

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

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

Under guidelines adopted by the Board, the Adviser
may determine that particular Rule 144A securities, and commercial paper issued in reliance on the private placement exemption from registration
afforded by Section 4(a)(2) of the Securities Act, are liquid even though they are not registered. A determination of whether such a security
is liquid or not is a question of fact. In making this determination, the Adviser considers, as it deems appropriate under the circumstances
and among other factors: (1) the frequency of trades and quotes for the security; (2) the number of dealers willing to purchase or sell
the security; (3) the number of other potential purchasers of the security; (4) dealer undertakings to make a market in the security;
(5) the nature of the security (e.g., debt or equity, date of maturity, terms of dividend or interest payments, and other material terms)
and the nature of the marketplace trades (e.g., the time needed to dispose of the security, the method of soliciting offers, and the mechanics
of transfer); and

(6) the rating of the security and the financial
condition and prospects of the issuer. In the case of commercial paper, the Adviser also determines that the paper (1) is not traded flat
or in default as to principal and interest, and (2) is rated in one of the two highest rating categories by at least two nationally recognized
statistical rating organizations (“NRSROs”) or, if only one NRSRO rates the security, by that NRSRO, or, if the security is
unrated, the Adviser determines that it is of equivalent quality.

Rule 144A securities and Section 4(a)(2) commercial
paper that have been deemed liquid as described above will continue to be monitored by the Adviser to determine if the security is no
longer liquid as the result of changed conditions. Investing in Rule 144A securities or Section 4(a)(2) commercial paper could have the
effect of increasing the amount of the Fund’s assets invested in illiquid investments if institutional buyers are unwilling to purchase
such securities.

Lending Portfolio Securities

For the purpose of achieving income, the Fund
may lend its portfolio securities, provided (1) the loan is secured continuously by collateral consisting of U.S. government securities
or cash or cash equivalents (cash, U.S. government securities, negotiable certificates of deposit, bankers’ acceptances or letters
of credit) maintained on a daily mark-to-market basis in an amount at least equal to the current market value of the securities loaned,
(2) the Fund may at any time call the loan and obtain the return of securities loaned, (3) the Fund will receive any interest or dividends
received on the loaned securities, and (4) the aggregate value of the securities loaned will not at any time exceed one-third of the total
assets of the Fund. If the Fund lends portfolio securities, the Fund may lose money if the collateral securing the loan is insufficient
to cover the full value of the loaned security due to a large increase in price of the loaned security in a single day and the borrower
also defaults on the same day.

Short Sales

Short Sales (excluding Short Sales “Against
the Box”). The Fund may sell securities short. A short sale is a transaction in which the Fund sells securities it does not
own in anticipation of a decline in the market price of the securities.

To deliver the securities to the buyer, the Fund must
arrange through a broker to borrow the securities and, in so doing, the Fund becomes obligated to replace the securities borrowed at their
market price at the time of replacement, whatever that price may be. The Fund will make a profit or incur a loss as a result of a short
sale depending on whether the price of the securities decreases or increases between the date of the short sale and the date on which
the Fund purchases the security to replace the borrowed securities that have been sold. The amount of any loss would be increased (and
any gain decreased) by any premium or interest the Fund is required to pay in connection with a short sale.

The Fund’s obligation to replace the securities
borrowed in connection with a short sale will be secured by cash or liquid securities deposited as collateral with the broker.

Short Sales “Against the Box.” The
Fund may engage in short sales “against the box.” In a short sale, the Fund sell a borrowed security and has a corresponding
obligation to the lender to return the identical security. The seller does not immediately deliver the securities sold and is said to
have a short position in those securities until delivery occurs. The Fund may engage in a short sale if at the time of the short sale
the Fund owns or has the right to obtain without additional cost an equal amount of the security being sold short. This investment technique
is known as a short sale “against the box.” It may be entered into by the Fund to, for example, lock in a sale price for a
security the Fund does not wish to sell immediately.

The Fund may make a short sale as a hedge, when it
believes that the price of a security may decline, causing a decline in the value of a security owned by the Fund (or a security convertible
or exchangeable for such security). In such case, any future losses in the Fund’s long position should be offset by a gain in the
short position and, conversely, any gain in the long position should be reduced by a loss in the short position. The extent to which such
gains or losses are reduced will depend upon the amount of the security sold short relative to the amount the Fund owns. There will be
certain additional transaction costs associated with short sales “against the box,” but the Fund will endeavor to offset these
costs with the income from the investment of the cash proceeds of short sales.

If the Fund effects a short sale of securities at a
time when it has an unrealized gain on the securities, it may be required to recognize that gain as if it had actually sold the securities
(as a “constructive sale”) on the date it effects the short sale. However, such constructive sale treatment may not apply
if the Fund closes out the short sale with securities other than the appreciated securities held at the time of the short sale and if
certain other conditions are satisfied. Uncertainty regarding the tax consequences of effecting short sales may limit the extent to which
the Fund may effect short sales.

Regulation as a Commodity Pool Operator

The Adviser, on behalf of the Fund, has filed with
the National Futures Association, a notice claiming an exclusion from the definition of the term “commodity pool operator” under
the Commodity Exchange Act, as amended, and the rules of the Commodity Futures Trading Commission promulgated thereunder, with respect
to the Fund’s operations. Accordingly, the Fund is not currently subject to registration or regulation as a commodity pool operator.
The Fund will only enter into futures contracts or futures options that are standardized and traded on a U.S. or foreign exchange or board
of trade, or similar entity, or quoted on an automated quotation system, or where quoted prices are generally available in the over-the-counter
market.

PORTFOLIO TURNOVER

The Fund may engage in a high level of trading in seeking
to achieve its investment objectives. The portfolio turnover rate for the Fund is calculated by dividing the lesser of the purchases or
sales of portfolio investments for the reporting period by the monthly average value of the portfolio investments owned during the reporting
period. A 100% portfolio turnover rate results, for example, if the equivalents of all the securities in the Fund’s portfolio are
replaced in a one-year period. The calculation excludes all securities, including options, whose maturities or expiration dates at the
time of acquisition are one year or less. Portfolio turnover may vary greatly from year to year as well as within a particular year, and
may be affected by cash requirements for redemption or shares. The Fund is not restricted by policy with regard to portfolio turnover
and will make changes in its investment portfolio from time to time as business and economic conditions as well as market prices may dictate.

During the fiscal year ended June 30, 2023, the Fund’s
portfolio turnover rate was 298% of the average value of the portfolio.

INVESTMENT RESTRICTIONS

The Fund have adopted the following investment restrictions
that may not be changed without approval by a “majority of the outstanding shares” of the Fund which, as used in this SAI,
means the vote of the lesser of (a) 67% or more of the shares of the Fund represented at a meeting, if the holders of more

than 50% of the outstanding shares of the Fund are
present or represented by proxy, or (b) more than 50% of the outstanding shares of the Fund. The Fund may not:

Issue senior securities. This limitation is not applicable to activities that may be deemed to involve
the issuance or sale of a senior security by the Funds, provided that the Fund’s engagement in such activities is consistent with
or permitted by the 1940 Act, as amended, the rules and regulations promulgated thereunder or interpretations of the SEC or its staff;

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;

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, by virtue of disposing of portfolio securities;

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 does not preclude the Fund from investing in mortgage-related
securities or investing in companies engaged in the real estate business or that have a significant portion of their assets in real estate
(including REITs);

Invest 25% or more of the market value of its assets in the securities of companies engaged in any one
industry. This limitation does not apply to investment in the securities of the U.S. government, its agencies or instrumentalities;

Purchase or sell commodities (unless acquired as a result of ownership of securities or other investments
or through commodity forward contracts, futures contracts or options), except that the Fund may purchase and sell forward and futures
contracts and options to the full extent permitted under the 1940 Act, sell foreign currency contracts in accordance with any rules of
the CFTC, invest in securities or other instruments backed by commodities, and invest in companies that are engaged in a commodities business
or have a significant portion of their assets in commodities; or

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.

With respect to interpretations of the SEC or
its staff described in paragraph number 1 above, the SEC and its staff have identified various securities trading practices and derivative
instruments used by mutual funds that give rise to potential senior security issues under Section 18(f) of the 1940 Act. However, rather
than rigidly deeming all such practices as impermissible forms of issuing a “senior security” under Section 18(f), the SEC
and its staff through interpretive releases, including Investment Company Act Release No. 10666 (April 18, 1979), and no-action letters
has developed an evolving series of methods by which a fund may address senior security issues. In particular, the common theme in this
line of guidance has been to use methods of “covering” fund obligations that might otherwise create a senior security-type
obligation by holding sufficient liquid assets that permit a fund to meet

potential trading and derivative-related obligations.
Thus, a potential Section 18(f) senior security limitation is not applicable to activities that might be deemed to involve a form of 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 Section 18 of the 1940 Act, the rules and regulations promulgated thereunder or interpretations of the SEC or its staff.

The Fund observes the following policies, which
are not deemed fundamental and which may be changed without shareholder vote. The Fund may not:

Invest in any issuer for purposes of exercising control or management;

Invest in securities of other investment companies except as permitted under the 1940 Act;

Invest, in the aggregate, more than 15% of its net assets, measured at time of purchase, 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; or

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 (2) 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.

If a restriction on the Fund’s investments is
adhered to at the time an investment is made, a subsequent change in the percentage of Fund’s assets invested in certain securities
or other instruments, or change in average duration of the Fund’s investment portfolio, resulting from changes in the value of the
Fund’s total assets, will not be considered a violation of the restriction; provided, however, that the asset coverage requirement
applicable to borrowings shall be maintained in the manner contemplated by applicable law.

With respect to the fundamental investment restriction
regarding concentration, the Fund considers the concentration of any underlying funds in which it invests when determining whether the
Fund has complied with its concentration policy.

INVESTMENT ADVISER

The Adviser. Howard Capital Management, Inc.,
1145 Hembree Road, Roswell, GA 30076, serves as investment adviser to the Fund. Subject to the oversight of the Board, the Adviser is
responsible for management of each Fund’s investment portfolio. The Adviser is responsible for selecting the Fund’s investments
according to the Funds’ investment objectives, policies and restrictions. The Adviser was established in 1999 to provide develop
and implement various proprietary trading systems. As of June 30, 2023, it had approximately $5 billion in assets under management. The
Adviser is controlled by Vance Howard, who is the portfolio manager of the Funds, due to his 95% ownership of the Adviser.

Pursuant to an Investment Advisory Agreement, the Fund
pays the Adviser, on a monthly basis, an annual advisory fee of 1.25% of the Fund’s average daily net assets.

The Advisory Agreement continues in effect for two
(2) years initially and shall continue from year to year provided such continuance is approved at least annually by (a) a vote of the
majority of the

Independent Trustees, cast in person at a meeting
specifically called for the purpose of voting on such approval and by (b) the majority vote of either the entire Board or the vote of
a majority of the outstanding shares of the Fund. The Advisory Agreement may be terminated without penalty with 60 days’ written
notice by a vote of a majority of the Board, by the Adviser, or by holders of a majority of that Trust’s outstanding shares. The
Advisory Agreement shall terminate automatically in the event of their assignment. The Advisory Agreement was approved by the Board at
a meeting held on May 24-25, 2022.

The Adviser has contractually agreed to waive its fees
and reimburse expenses of the Fund, at least until October 31, 2024 to ensure that Total Annual Fund Operating Expenses After Fee Waiver
and Reimbursement excluding (i) any front-end or contingent deferred loads; (ii) brokerage fees and commissions; (iii) acquired fund fees
and expenses; (iv) borrowing costs (such as interest and dividend expense on securities sold short); (v) taxes; and (vi) extraordinary
expenses, such as litigation expenses (which may include indemnification of Fund officers and Trustees, and contractual indemnification
of Fund service providers (other than the Adviser)), will not exceed 1.99%, 1.74% and 2.74% of the
daily average net assets attributable to the Fund’s Class A, Class I and Investor Class shares, respectively. These fee waivers
and expense reimbursements are subject to possible recoupment from the Fund in future years on a rolling three-year basis (within the
three years after the fees have been waived or reimbursed) if such recoupment can be achieved within the foregoing expense limits and
any expense limits in place at time of waiver. The Expense Limitation Agreement may be terminated by the Board only on 60 days’
written notice to the Adviser. Fee waiver and reimbursement arrangements can decrease the Fund’s expenses and boost its performance.

The table below provides information about the advisory
fees paid to the Adviser by the Fund for the fiscal year ended June 30, 2023:

*Management Fee*	*Fees Earned by the Adviser*	*Advisory Fees Waived*	*Net Fees Earned by the Adviser*	*Amount Subject to Recoupment*
1.25%	$1,567,993	$0	$1,567,993	$0

PORTFOLIO MANAGER

Portfolio Manager. As described in the Prospectus,
the portfolio manager listed below is responsible for the management of the Fund and, as of June 30, 2023, the other accounts set forth
in the following tables.

Other Registered Investment Companies

Other Pooled Investment Vehicles

Other Accounts

Portfolio Manager

Number

Total

Assets

Number

Total Assets

Number

Total

Assets

Vance Howard

$1,675,599,701.59

$805,218.78

$913,825,513.90

Of the accounts above, none are subject to performance-based fees.

Conflicts of Interest.

As indicated in the table above, the portfolio manager
may manage numerous accounts for multiple clients. These accounts may include registered investment companies, other types of pooled accounts
(e.g., collective investment funds), and separate accounts (i.e., accounts managed on behalf of individuals or public or private institutions).
The portfolio manager makes investment decisions for each

account based on the investment objectives and policies
and other relevant investment considerations applicable to that portfolio.

When the portfolio manager has responsibility for managing
more than one account, potential conflicts of interest may arise. Those conflicts could include preferential treatment of one account
over others in terms of allocation of resources or of investment opportunities. For instance, the Adviser may receive fees from certain
accounts that are higher than the fee it receives from the Fund. In this instance, the portfolio manager may have an incentive to favor
the higher account over such Fund. The Adviser has adopted policies and procedures designed to address these potential material conflicts.
For instance, the portfolio manager is normally responsible for all accounts within a certain investment discipline, and do not, absent
special circumstances, differentiate among the various accounts when allocating resources. Additionally, the Adviser utilizes a system
for allocating investment opportunities among portfolios that is designed to provide a fair and equitable allocation.

Compensation.

Mr. Howard does not receive a salary or bonus from
the Adviser. However, he participates in the profits of the Adviser due to his 100% ownership of the Adviser.

Ownership of Securities.

As of June 30, 2023, the Portfolio Manager beneficially
owned $100,001-$500,000 of securities in the Fund.

ALLOCATION OF BROKERAGE

Subject to the general supervision of the Board, the
Adviser is responsible for making decisions with respect to the purchase and sale of portfolio securities on behalf of the Fund. The 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.

In purchasing and selling the Fund’s portfolio
securities, it is the 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. However, under certain conditions,
the Fund may pay higher brokerage commissions in return for brokerage and research services. In selecting broker-dealers to execute the
Fund’s portfolio transactions, consideration is given to such factors as the price of the security, the rate of the commission,
the size and 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 Adviser
or the Fund. It is not the policy of the Adviser 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.

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 not been negotiated 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, although a number of markets continue to be subject to an established
schedule of minimum commission 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 or discount.

For fixed income securities, it is expected that purchases
and sales will ordinarily be transacted with the issuer, the issuer’s underwriter, or with a primary market maker acting as principal
on a net basis, with no brokerage commission being paid by the Fund. However, the price of the securities generally includes compensation,
which is not disclosed separately. Transactions placed through dealers who are serving as primary market makers reflect the spread between
the bid and asked prices.

With respect to equity and fixed income securities,
the Adviser may effect principal transactions on behalf of the Fund with a broker or dealer who furnishes brokerage and/or research services,
designate any such broker or dealer to receive selling concessions, discounts or other allowances or otherwise deal with any such broker
or dealer in connection with the acquisition of securities in underwritings. The prices the Fund pays to underwriters of newly-issued
securities usually include a concession paid by the issuer to the underwriter. The Adviser may receive research services in connection
with brokerage transactions, including designations in fixed price offerings.

The Adviser receives a wide range of research services
from brokers and dealers covering investment opportunities throughout the world, including information on the economies, industries, groups
of securities, individual companies, statistics, political developments, technical market action, pricing and appraisal services, and
performance analyses of all the countries in which the Fund’s portfolios are likely to be invested. The Adviser cannot readily determine
the extent to which commissions charged by brokers reflect the value of their research services, but brokers occasionally suggest a level
of business they would like to receive in return for the brokerage and research services they provide. To the extent that research services
of value are provided by brokers, the Adviser may be relieved of expenses, which it might otherwise bear. In some cases, research services
are generated by third parties but are provided to the Adviser by or through brokers.

Certain broker-dealers, which provide quality execution
services, also furnish research services to the Adviser. The Adviser has adopted brokerage allocation policies embodying the concepts
of Section 28(e) of the Securities Exchange Act of 1934, which permits an investment adviser to cause its clients to pay a broker which
furnishes brokerage or research services a higher commission than that which might be charged by another broker which does not furnish
brokerage or research services, or which furnishes brokerage or research services deemed to be of lesser value, if such commission is
deemed reasonable in relation to the brokerage and research services provided by the broker, viewed in terms of either that particular
transaction or the overall responsibilities of the Adviser with respect to the accounts as to which it exercises investment discretion.
Accordingly, the Adviser may assess the reasonableness of commissions in light of the total brokerage and research services provided by
each particular broker.

Portfolio securities will not be purchased from or
sold to the Adviser, or the Distributor (as defined below), or any affiliated person of any of them acting as principal, except to the
extent permitted by rule or order of the SEC.

For the fiscal year ended June 30, 2023, the Fund paid
$82,660 in brokerage commissions.

POLICIES AND PROCEDURES
FOR DISCLOSURE OF PORTFOLIO HOLDINGS

The Trust has adopted policies and procedures that
govern the disclosure of the Fund’s portfolio holdings. These policies and procedures are designed to ensure that such disclosure
is in the best interests of Fund shareholders.

It is the Trust’s policy to: (1) ensure
that any disclosure of portfolio holdings information is in the best interest of Trust shareholders; (2) protect the confidentiality of
portfolio holdings information; (3) have procedures in place to guard against personal trading based on the information; and (4) ensure
that the disclosure of portfolio holdings information does not create conflicts between the interests of the Trust’s shareholders
and those of the Trust’s affiliates.

The Fund discloses its portfolio holdings by mailing
the annual and semi-annual reports to shareholders approximately two months after the end of the fiscal year and semi-annual period. In
addition, the Fund discloses its portfolio holdings reports on Forms N-CSR two months after the end of each quarter/semi-annual period
and Form N-PORT 30 days after the end of each calendar quarter. The Fund’s Form N-CSR and Form N-PORT are available on the SEC’s
website at www.sec.gov.

The Fund’s portfolio holdings as of the end of
each calendar month are posted on the Fund’s website, http://www.howardcmfunds.com no later than thirty days after the end of each
month. This posted information generally remains accessible until the Fund posts the information for the next calendar month to the Fund’s
website. The Fund may choose to post their portfolio holdings on a more frequent basis, especially during periods of high market volatility.
These off-cycle disclosures will be replaced with the normal monthly release when available.

The Fund may choose to make portfolio holdings information
available to rating agencies such as Lipper, Morningstar or Bloomberg earlier and more frequently on a confidential basis.

Under limited circumstances, as described below,
the Fund’s portfolio holdings may be disclosed to, or known by, certain third parties in advance of their filing with the SEC on
Form N-CSR or Form N-PORT. In each case, a determination has been made by the Trust’s Chief Compliance Officer that such advance
disclosure is supported by a legitimate business purpose of the Fund and that the recipient is subject to a duty to keep the information
confidential, including a duty not to trade on the information.

Howard Capital Management, Inc. Personnel
of the Adviser, including personnel responsible for managing the Fund’s portfolio, may have full daily access to the Fund’s
portfolio holdings since that information is necessary in order for them to provide management, administrative, and investment services
to the Fund. As required for purposes of analyzing the impact of existing and future market changes on the prices, availability, demand
and liquidity of such securities, as well as for the assistance of portfolio manager in the trading of such securities, Adviser personnel
may also release and discuss certain portfolio holdings with various broker-dealers.

Ultimus Fund Solutions, LLC. Ultimus Fund
Solutions, LLC is the transfer agent, fund accountant, administrator and custody administrator for the Fund; therefore, its personnel
have full daily access to the Fund’s portfolio holdings since that information is necessary in order for them to provide the agreed-upon
services for the Trust.

Brown Brothers Harriman & Co. Brown
Brothers Harriman & Co. is custodian for the Fund; therefore, its personnel have full daily access to the Fund’s portfolio holdings
since that information is necessary in order for them to provide the agreed-upon services for the Trust.

RSM US LLP. RSM US LLP
is the Fund’s independent registered public accounting firm; therefore, its personnel have access to the Fund’s portfolio
holdings in connection with auditing of the Fund’s annual financial statements and providing other audit, tax and related services
to the Fund.

Counsel to the Trust and Counsel to the Independent
Trustees. Counsel to the Trust, Counsel to the Independent Trustees and their respective personnel have access to the Fund’s
portfolio holdings in connection with the review of the Fund’s annual and semi-annual shareholder reports and SEC filings.

Derivatives Risk Consultant. The Trust
has engaged a derivatives risk consultant (“Consultant”) to consult with the Board, and the Adviser regarding the effectiveness
of derivatives risk management. The Consultant therefore may have access to the Fund’s portfolio holdings in order to provide such
services to the Trust.

Additions to List of Approved Recipients

The Trust’s Chief Compliance Officer is
the person responsible, and whose prior approval is required, for any disclosure of the Fund’s portfolio securities at any time
or to any persons other than those described above. In such cases, the recipient must have a legitimate business need for the information
in connection with the operation or administration of the Fund, as determined by the Trust’s Chief Compliance Officer, and must
be subject to a duty to keep the information confidential and not to trade on any material non-public information. There are no ongoing
arrangements in place with respect to the disclosure of portfolio holdings. In no event shall the Fund, the Adviser, or any other party
receive any direct or indirect compensation in connection with the disclosure of information about the Fund’s portfolio holdings.

Compliance With Portfolio Holdings Disclosure Procedures

The Trust’s Chief Compliance Officer reports
periodically to the Board with respect to compliance with the Fund’s portfolio holdings disclosure procedures, and from time to
time provides the Board any updates to the portfolio holdings disclosure policies and procedures.

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

OTHER SERVICE
PROVIDERS

Fund Administration,
Fund Accounting and Transfer Agent Services

Ultimus Fund Solutions, LLC (“UFS”),
which has its principal office at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, serves as administrator, fund accountant and
transfer agent for the Fund pursuant to the Funds Services Agreement (the “Agreement”) with the Trust and subject to the oversight
of the Board. UFS is primarily in the business of providing administrative, fund accounting and transfer agent services to retail and
institutional mutual funds. UFS is an affiliate of the Distributor. UFS may also provide persons to serve as officers of the Fund. Such
officers may be directors, officers or employees of UFS or its affiliates.

The Agreement became effective on August 26, 2021,
and remained in effect for two years from the effective date and will continue in effect for successive twelve-month periods provided
that such

continuance is specifically approved at least
annually by a majority of the Board. The Agreement is terminable by the Board or UFS on 90 days’ written notice and may be
assigned by either party, provided that the Trust may not assign this Agreement without the prior written consent of UFS. The Agreement
provides that UFS shall be without liability for any action reasonably taken or omitted pursuant to the Agreement.

Under the Agreement, UFS performs administrative
services, including: (1) monitoring the performance of administrative and professional services rendered to the Trust by others
service providers; (2) monitoring Fund holdings and operations for post-trade compliance with the Funds’ registration statement
and applicable laws and rules; (3) preparing and coordinating the printing of semi-annual and annual financial statements; (4) preparing
selected management reports for performance and compliance analyses; (5) preparing and disseminating materials for and attending and participating
in meetings of the Board; (6) determining income and capital gains available for distribution and calculating distributions required to
meet regulatory, income, and excise tax requirements; (7) reviewing the Trust’s federal, state, and local tax returns as prepared
and signed by the Trust’s independent public accountants; (8) preparing and maintaining the Trust’s operating expense budget
to determine proper expense accruals to be charged to each Fund to calculate its daily NAV; (9) assisting in and monitoring the preparation,
filing, printing and where applicable, dissemination to shareholders of amendments to the Trust’s Registration Statement on Form
N-1A, periodic reports to the Trustees, shareholders and the SEC, notices pursuant to Rule 24f-2, proxy materials and reports to the SEC
on Forms N-CEN, N-CSR, N-PORT and N-PX; (10) coordinating the Trust’s audits and examinations by assisting each Fund’s independent
public accountants; (11) determining, in consultation with others, the jurisdictions in which shares of the Trust shall be registered
or qualified for sale and facilitate such registration or qualification; (12) monitoring sales of shares and ensuring that the shares
are properly and duly registered with the SEC; (13) monitoring the calculation of performance data for the Fund; (14) preparing,
or causing to be prepared, expense and financial reports; (15) preparing authorization for the payment of Trust expenses and paying, from
Trust assets, all bills of the Trust; (16) providing information typically supplied in the investment company industry to companies that
track or report price, performance or other information with respect to investment companies; (17) upon request, assisting the 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 UFS); and (18) performing other services, recordkeeping and assistance relating to the affairs of the
Trust as the Trust may, from time to time, reasonably request.

UFS also provides the Fund with accounting services,
including: (i) daily computation of NAV; (ii) maintenance of security ledgers and books and records as required by the 1940 Act; (iii)
production of the Fund’s listing of portfolio securities and general ledger reports; (iv) reconciliation of accounting records;
(v) calculation of yield and total return for the Fund; (vi) maintenance of certain books and records described in Rule 31a-1 under the
1940 Act, and reconciliation of account information and balances among the Custodian and Adviser; and (vii) monitoring and evaluation
of daily income and expense accruals, and sales and redemptions of shares of the Fund.

UFS also acts as transfer,
dividend disbursing, and shareholder servicing agent for the Fund pursuant to the Agreement. Under the Agreement, UFS is responsible for
administering and performing transfer agent functions, dividend distribution, shareholder administration, and maintaining necessary records
in accordance with applicable rules and regulations.

Foreach of the services rendered to the Fund under
the Agreement the Fund pay UFS the greater of an annual minimum fee or an asset based fee, which scales downward based upon net assets.
The Fund also pays UFS for any out-of-pocket expenses. For the fiscal year ended June 30, 2023, the fees

paid by the Fund for administration, accounting and
transfer agent services were $74,094, $26,827, and $191,171, respectively.

Custodian

Brown Brothers Harriman & Co., 50 Post Office
Square, Boston, MA 02110 (the “Custodian”), serves as the custodian of the Funds’ assets pursuant to a custody agreement
(the “Custody Agreement”) by and between the Custodian and the Trust on behalf of the Fund. The Custodian’s responsibilities
include safeguarding and controlling the Fund’s cash and securities, handling the receipt and delivery of securities, and collecting
interest and dividends on the Fund’s investments. Pursuant to the 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 Fund may employ foreign sub-custodians that are approved by the Board to hold foreign assets.

Compliance Services

Northern Lights Compliance Services, LLC (“NLCS”),
located at 4221 North 203rd Street, Suite 100, Elkhorn, Nebraska 68022, an affiliate of UFS and the Distributor, provides a Chief Compliance
Officer to the Trust as well as related compliance services pursuant to a consulting agreement between NLCS and the Trust. NLCS’s
compliance services consist primarily of reviewing and assessing the policies and procedures of the Trust and its service providers pertaining
to compliance with applicable federal securities laws, including Rule 38a-1 under the 1940 Act. For the compliance services rendered
to the Fund, the Fund pays NLCS a one-time fee plus an annual asset-based fee, which scales downward based upon net assets. The Fund also
pays NLCS for any out-of-pocket expenses. For the fiscal year ended June 30, 2023, the fee paid by the Fund for compliance services was
$15,036.

INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

The Board has selected RSM US LLP, located at 555 Seventeenth
Street, Suite 1200, Denver, Colorado 80202 as the Fund’s independent registered public accounting firm for the current fiscal year.
The firm provides services including the annual audits of the Fund’s financial statements and other audit, tax and related services
to the Fund.

LEGAL COUNSEL

Thompson Hine LLP, 41 South High Street, Suite 1700,
Columbus, Ohio 43215 serves as the Trust’s legal counsel.

DISTRIBUTOR

Northern Lights Distributors, LLC, located at
4221 North 203^rd Street, Suite 100, Elkhorn, Nebraska 68022 (the “Distributor”) serves as the principal underwriter
and national distributor for the shares of the Fund pursuant to an underwriting agreement with the Trust (the “Underwriting Agreement”).
The Distributor is registered as a broker-dealer under the Securities Exchange Act of 1934 and each state’s securities laws and
is a member of FINRA. The offering of the Fund’s shares are continuous. The Underwriting Agreement provides that the Distributor,
as agent in connection with the distribution of Fund shares, will use reasonable efforts to facilitate the sale of Fund shares.

The Underwriting Agreement provides that, unless
sooner terminated, it will continue in effect for two years initially and thereafter shall continue from year to year, subject to annual
approval by (a) the Board or a vote of a majority of the outstanding shares, and (b) by a majority of the Board by vote cast in person
at a meeting called for the purpose of voting on such approval.

The Underwriting Agreement may be terminated
by each Fund at any time, without the payment of any penalty, by vote of a majority of the Trust’s entire Board or by vote of a
majority of the outstanding shares of the Funds on 60 days’ written notice to the Distributor, or by the Distributor at any time,
without the payment of any penalty, on 60 days written notice to the Funds. The Underwriting Agreement will automatically terminate in
the event of its assignment.

The following table sets forth the total compensation received by the Distributor
from the Fund during the fiscal year ended June 30, 2023:

*Fund*	*Net Underwriting Discounts and Commissions*	*Compensation on Redemptions and Repurchases*	Brokerage Commissions	Other Compensation
HCM Dynamic Income Fund Class A	$16,606	$0	$0	*
HCM Dynamic Income Fund Investor Class	$0	$0	$0	*
*The Distributor received $16,506 in compensation from the Adviser as compensation for its distribution services to the Fund. The Distributor also receives 12b-1 fees from the Fund as described under the following section entitled “Rule 12b-1 Plan”.

Rule 12b-1 Plan

The Trust, on behalf of the Fund, has adopted the Trust’s
Master Distribution and Shareholder Servicing Plan for Class A and Investor Class shares for the Fund, pursuant to Rule 12b-1 under the
1940 Act (each a “Plan”, and collectively the “Plans”) pursuant to which the Fund is authorized to pay the Distributor,
as compensation for distributor’s account maintenance services under the Plans, a distribution and shareholder servicing fee at
the rate of up to 0.25% for Class A shares and up to 1.00% for Investor Class shares of the Fund’s average daily net assets attributable
to the relevant class. Such fees are to be paid by the Fund monthly, or at such other intervals as the Board shall determine. Such fees
shall be based upon the Fund’s average daily net assets during the preceding month, and shall be calculated and accrued daily. The
Fund may pay fees to the Distributor at a lesser rate, as agreed upon by the Board and the Distributor. The Plans authorize payments to
the Distributor as compensation for providing account maintenance services to Fund shareholders, including arranging for certain securities
dealers or brokers, administrators and others (“Recipients”) to provide these services and paying compensation for these services.
The Fund bears its own costs of distribution with respect to its shares. The Fund may make other payments, such as contingent deferred
sales charges imposed on certain redemptions of shares, which are separate and apart from payments made pursuant to the Plans.

The services to be provided by Recipients may
include, but are not limited to, the following: assistance in the offering and sale of Fund shares and in other aspects of the marketing
of the shares to clients or prospective clients of the respective recipients; answering routine inquiries concerning the Fund;

assisting in the establishment and maintenance
of accounts or sub-accounts in the Fund and in processing purchase and redemption transactions; making the Fund’s investment plans
and shareholder services available; and providing such other information and services to investors in shares of the Fund as the Distributor
or the Trust, on behalf of the Fund, may reasonably request. The distribution services shall also include any advertising and marketing
services provided by or arranged by the Distributor with respect to the Fund.

The Distributor is required to provide a written
report, at least quarterly to the Board, specifying in reasonable detail the amounts expended pursuant to the Plans and the purposes for
which such expenditures were made. Further, the Distributor will inform the Board of any Rule 12b-1 fees paid by the Distributor to Recipients.

The Plans may not be amended to increase materially
the amount of the Distributor’s compensation to be paid by the Funds, unless such amendment is approved by the vote of a majority
of the outstanding voting securities of the affected class of the Fund (as defined in the 1940 Act). All material amendments must be approved
by a majority of the Board by votes cast in person at a meeting called for the purpose of voting on a Plan. During the term of the Plans,
the selection and nomination of non-interested Trustees of the Trust will be committed to the discretion of current non-interested Trustees.
The Distributor will preserve copies of the Plans, any related agreements, and all reports, for a period of not less than six years from
the date of such document and for at least the first two years in an easily accessible place.

Any agreement related to the Plans will be in writing
and provide that: (a) it may be terminated by the Trust or the Fund at any time upon sixty days’ written notice, without the payment
of any penalty, by vote of a majority of the Board, or by vote of a majority of the outstanding voting securities of the Trust or the
Fund; (b) it will automatically terminate in the event of its assignment (as defined in the 1940 Act); and (c) it will continue in effect
for a period of more than one year from the date of its execution or adoption only so long as such continuance is specifically approved
at least annually by a majority of the Board by votes cast in person at a meeting called for the purpose of voting on such agreement.

The following table shows the dollar
amounts by category allocated to the Fund for the fiscal year ended June 30, 2023, for distribution and servicing-related expenses:

Actual 12b-1 Expenditures Paid by Howard Capital Management Shares During the Fiscal Year Ended June 30, 2023
	HCM Dynamic Income Fund Class A	HCM Dynamic Income Fund Investor Class
Advertising/Marketing	None	None
Printing/Postage	None	None
Payment to distributor	$2,235	$0
Payment to dealers	$259,538	$0
Compensation to sales personnel	None	None
Other	$51,825	$0
Total	$313,598	$0

DESCRIPTION OF SHARES

Each share of beneficial interest of the Trust has
one vote in the election of Trustees. Cumulative voting is not authorized for the Trust. This means that the holders of more than 50%
of the shares voting for the election of Trustees can elect 100% of the Trustees if they choose to do so, and, in that event, the holders
of the remaining shares will be unable to elect any Trustees.

Shareholders of the Trust and any other future series
of the Trust will vote in the aggregate and not by series except as otherwise required by law or when the Board determines that the matter
to be voted upon affects only the interest of the shareholders of a particular series or classes. Matters such as election of Trustees
are not subject to separate voting requirements and may be acted upon by shareholders of the Trust voting without regard to series.

The Trust is authorized to issue an unlimited number
of shares of beneficial interest. Each share has equal dividend, distribution and liquidation rights. There are no conversion or preemptive
rights applicable to any shares of the Fund. All shares issued are fully paid and non-assessable.

CODE OF ETHICS

The Trust, the Adviser and the Distributor have each
adopted codes of ethics under Rule 17j-1 under the 1940 Act that governs the personal securities transactions of their board members,
officers and employees who may have access to current trading information of the Trust. Under the code of ethics adopted by the Trust,
the Board is permitted to invest in securities that may also be purchased by the Fund.

In addition, the Trust has adopted a code of ethics,
which applies only to the Trust’s executive officers to ensure that these officers promote professional conduct in the practice
of corporate governance and management (the “Code”). The purpose behind these guidelines is to promote (i) honest and ethical
conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (ii)
full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or submits to, the
SEC and in other public communications made by the Fund; (iii) compliance with applicable governmental laws, rule and regulations; (iv)
the prompt internal reporting of violations of this Code to an appropriate person or persons identified in the Code; and (v) accountability
for adherence to the Code.

PROXY VOTING POLICIES

The Board has adopted Proxy Voting Policies and Procedures
(“Policies”) on behalf of the Trust, which delegate the responsibility for voting proxies to the Adviser or its designee,
subject to the Board’s continuing oversight. The Policies require that the Adviser or its designee vote proxies received in a manner
consistent with the best interests of the Fund and shareholders. The Policies also require the Adviser or its designee to present to the
Board, at least annually, the Adviser’s Proxy Policies, or the proxy policies of the Adviser’s designee, and a record of each
proxy voted by the Adviser or its designee on behalf of the Fund, including a report on the resolution of all proxies identified by the
Adviser as involving a conflict of interest.

Where a proxy proposal raises a material conflict between
the Adviser’s interests and the Fund’s interests, the Adviser will resolve the conflict by voting in accordance with the policy
guidelines or at the client’s directive using the recommendation of an independent third party. If the third party’s recommendations
are not received in a timely fashion, the Adviser will abstain from voting the securities

held by that client’s account. A copy of the
Adviser’s proxy voting policies is attached hereto as Appendix B.

Information regarding how the Fund voted proxies during
the most recent 12-month period ended June 30 is available without charge, upon request, by calling toll free, 1-855-969-8464 and by accessing
the information on proxy voting filed by the Fund on Form N-PX on the SEC’s website at www.sec.gov.
In addition, a copy of the Fund’s proxy voting policies and procedures are also available by calling 1-855-969-8464 and will be
sent within three business days of receipt of a request.

PURCHASE, REDEMPTION AND PRICING
OF FUND SHARES

Calculation of Share Price

As indicated in the Prospectus under the heading “How
to Purchase Shares,” the NAV of the Fund’s shares, by class, is determined by dividing the total value of the Fund’s
portfolio investments and other assets, less any liabilities, by the total number of shares outstanding of the Fund, by class, respectively.

Generally, the Fund’s domestic securities (including
underlying ETFs which hold portfolio securities primarily listed on foreign (non-U.S.) exchanges) are valued each day at the last quoted
sales price on each security’s primary exchange. Securities traded or dealt in upon one or more securities exchanges for which market
quotations are readily available and not subject to restrictions against resale shall be valued at the last quoted sales price on the
primary exchange or, in the absence of a sale on the primary exchange, at the mean between the current bid and ask prices on such exchange.
Securities primarily traded in the NASDAQ National Market System for which market quotations are readily available shall be valued using
the NASDAQ Official Closing Price. If market quotations are not readily available, securities will be valued at their fair market value
as determined in good faith by the Adviser in accordance with procedures approved by the Board and as further described below. Securities
that are not traded or dealt in any securities exchange (whether domestic or foreign) and for which over-the-counter market quotations
are readily available generally shall be valued at the last sale price or, in the absence of a sale, at the mean between the current bid
and ask price on such over-the- counter market.

Certain securities or investments for which daily market
quotes are not readily available may be valued, pursuant to guidelines established by the Board, with reference to other securities or
indices. Debt securities not traded on an exchange may be valued at prices supplied by a pricing agent(s) based on broker or dealer supplied
valuations or matrix pricing, a method of valuing securities by reference to the value of other securities with similar characteristics,
such as rating, interest rate and maturity. Short-term debt obligations having 60 days or less remaining until maturity, at time of purchase,
may be valued at amortized cost, which approximates fair value.

Exchange traded options are valued at the last quoted
sales price or, in the absence of a sale, at the mean between the current bid and ask prices on the exchange on which such options are
traded. Futures and options on futures are valued at the settlement price determined by the exchange. Other securities for which market
quotes are not readily available are valued at fair value as determined in good faith by the Board or persons acting at their direction.
Swap agreements and other derivatives are generally valued daily based upon quotations from market makers or by a pricing service in accordance
with the valuation procedures approved by the Board.

Under certain circumstances, the Fund may use an independent
pricing service to calculate the fair market value of foreign equity securities on a daily basis by applying valuation factors to the
last sale price or the mean price as noted above. The fair market values supplied by the independent pricing

service will generally reflect market trading that
occurs after the close of the applicable foreign markets of comparable securities or the value of other instruments that have a strong
correlation to the fair-valued securities. The independent pricing service will also take into account the current relevant currency exchange
rate. A security that is fair valued may be valued at a price higher or lower than actual market quotations or the value determined by
other funds using their own fair valuation procedures. Because foreign securities may trade on days when Fund shares are not priced, the
value of securities held by the Fund can change on days when Fund shares cannot be redeemed or purchased. In the event that a foreign
security’s market quotations are not readily available or are deemed unreliable (for reasons other than because the foreign exchange
on which it trades closed before the Fund’s calculation of NAV), the security will be valued at its fair market value as determined
in good faith by the Adviser in accordance with procedures approved by the Board as discussed below. Without fair valuation, it is possible
that short-term traders could take advantage of the arbitrage opportunity and dilute the NAV of long-term investors. Fair valuation of
the Fund’s portfolio securities can serve to reduce arbitrage opportunities available to short-term traders, but there is no assurance
that it will prevent dilution of the Fund’s NAV by short-term traders. In addition, because the Fund may invest in underlying ETFs
which hold portfolio securities primarily listed on foreign (non-U.S.) exchanges, and these exchanges may trade on weekends or other days
when the underlying ETFs do not price their shares, the value of these portfolio securities may change on days when you may not be able
to buy or sell Fund shares.

Investments initially valued in currencies other than
the U.S. dollar are converted to U.S. dollars using exchange rates obtained from pricing services. As a result, the NAV of the Fund’s
shares may be affected by changes in the value of currencies in relation to the U.S. dollar. The value of securities traded in markets
outside the United States or denominated in currencies other than the U.S. dollar may be affected significantly on a day that the New
York Stock Exchange is closed and an investor is not able to purchase, redeem or exchange shares.

Fund shares are valued at the close of regular trading
on the New York Stock Exchange (“NYSE”) (normally 4:00 p.m., Eastern time) (the “NYSE Close”) on each day that
the NYSE is open. The Trust expects that the NYSE will be closed on the following holidays: 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.
For purposes of calculating the NAV, the Fund normally uses pricing data for domestic equity securities received shortly after the NYSE
Close and does not normally take into account trading, clearances or settlements that take place after the NYSE Close. Domestic fixed
income and foreign securities are normally priced using data reflecting the earlier closing of the principal markets for those securities.
Information that becomes known to the Fund or its agents after the NAV has been calculated on a particular day will not generally be used
to retroactively adjust the price of the security or the NAV determined earlier that day.

When market quotations are insufficient or not readily
available, the Fund may value securities at fair value or estimate their value as determined in good faith by the Board or its designees,
pursuant to procedures approved by the Board. Fair valuation may also be used by the Board or its designee if extraordinary events occur
after the close of the relevant market but prior to the NYSE Close.

The Fund may hold securities, such as private placements,
interests in commodity pools, other non-traded securities or temporarily illiquid investments, for which market quotations are not readily
available or are determined to be unreliable. These securities will be valued at their fair market value as determined using the “fair
value” procedures approved by the Board. The Board has designated the Adviser as its “Valuation Designee” to execute
these procedures. The Adviser may also enlist third party consultants such as an audit firm or financial officer of a security issuer
on an as-needed basis to

assist in determining a security-specific fair value.
The Board reviews the execution of this process and the resultant fair value prices at least quarterly to assure the process produces
reliable results.

Valuation Process. Fair value determinations
are required for the following securities: (i) securities for which market quotations are insufficient or not readily available on a particular
business day (including securities for which there is a short and temporary lapse in the provision of a price by the regular pricing source);
(ii) securities for which, in the judgment of the Adviser, the prices or values available do not represent the fair value of the instrument.
Factors which may cause the Adviser to make such a judgment include, but are not limited to, the following: only a bid price or an asked
price is available; the spread between bid and asked prices is substantial; the frequency of sales; the thinness of the market; the size
of reported trades; and actions of the securities markets, such as the suspension or limitation of trading; (iii) securities determined
to be illiquid; (iv) securities with respect to which an event that will affect the value thereof has occurred (a “significant event”)
since the closing prices were established on the principal exchange on which they are traded, but prior to the Fund’s calculation
of its NAV. Specifically, interests in commodity pools or managed futures pools are valued on a daily basis by reference to the closing
market prices of each futures contract or other asset held by a pool, as adjusted for pool expenses. Restricted securities or illiquid
investments, such as private placements or non-traded securities are valued via inputs from the Adviser valuation based upon the current
bid for the security from two or more independent dealers or other parties reasonably familiar with the facts and circumstances of the
security (who should take into consideration all relevant factors as may be appropriate under the circumstances). If the Adviser is unable
to obtain a current bid from such independent dealers or other independent parties, the Adviser shall determine the fair value of such
security using the following factors: (i) the type of security; (ii) the cost at date of purchase; (iii) the size and nature of the Fund’s
holdings; (iv) the discount from market value of unrestricted securities of the same class at the time of purchase and subsequent thereto;
(v) information as to any transactions or offers with respect to the security; (vi) the nature and duration of restrictions on disposition
of the security and the existence of any registration rights; (vii) how the yield of the security compares to similar securities of companies
of similar or equal creditworthiness; (viii) the level of recent trades of similar or comparable securities; (ix) the liquidity characteristics
of the security; (x) current market conditions; and (xi) the market value of any securities into which the security is convertible or
exchangeable.

Standards For Fair Value Determinations.
As a general principle, the fair value of a security is the amount that the Fund might reasonably expect to realize upon its current sale.
The Trust has adopted Financial Accounting Standards Board Statement of Financial Accounting Standards Codification Topic 820, Fair Value
Measurements and Disclosures (“ASC 820”). In accordance with ASC 820, fair value is defined as the price that the Fund would
receive upon selling an investment in a timely transaction to an independent buyer in the principal or most advantageous market of the
investment. ASC 820 establishes a three-tier hierarchy to maximize the use of observable market data and minimize the use of unobservable
inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that
market participants would use in pricing the asset or liability, including assumptions about risk, for example, the risk inherent in a
particular valuation technique used to measure fair value including such a pricing model and/or the risk inherent in the inputs to the
valuation technique. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants
would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity.
Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would
use in pricing the asset or liability, developed based on the best information available under the circumstances.

Various inputs are used in determining the value of
the Fund’s investments relating to ASC 820. These inputs are summarized in the three broad levels listed below.

Level 1 – quoted prices in active markets for
identical securities.

Level 2 – other significant observable inputs
(including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3 – significant unobservable inputs (including
the Fund’s own assumptions in determining the fair value of investments).

The Adviser takes into account the relevant factors
and surrounding circumstances, which may include: (i) the nature and pricing history (if any) of the security; (ii) whether any dealer
quotations for the security are available; (iii) possible valuation methodologies that could be used to determine the fair value of the
security; (iv) the recommendation of a portfolio manager of the Fund with respect to the valuation of the security; (v) whether the same
or similar securities are held by other funds managed by the Adviser or other funds and the method used to price the security in those
funds; (vi) the extent to which the fair value to be determined for the security will result from the use of data or formulae produced
by independent third parties and (vii) the liquidity or illiquidity of the market for the security.

Board’s Determination. The Board meets at least
quarterly to consider the valuations provided by the Adviser and to ratify the valuations made for the applicable securities. The Board
considers the reports provided by the Adviser, including follow up studies of subsequent market-provided prices when available, in reviewing
and determining in good faith the fair value of the applicable portfolio securities.

Purchase of Shares

Orders for shares received by the Fund in good order
prior to the close of business on the NYSE on each day during such periods that the NYSE is open for trading are priced at the public
offering price, which is NAV plus any sales charge, or at NAV per share (if no sales charges apply) computed as of the close of the regular
session of trading on the NYSE. Orders received in good order after the close of the NYSE, or on a day it is not open for trading, are
priced at the close of such NYSE on the next day on which it is open for trading at the next determined NAV per share plus sales charges,
if any.

Redemption of Shares

The Fund will redeem all or any portion of a shareholder’s
shares of the Fund when requested in accordance with the procedures set forth in the “How to Redeem Shares” section of the
Prospectus. Under the 1940 Act, a shareholder’s right to redeem shares and to receive payment therefore may be suspended at times:

(a) when the NYSE is closed, other than customary weekend
and holiday closings; (b) when trading on that exchange is restricted for any reason; (c) when an emergency exists as a result of which
disposal by the Fund of securities owned is not reasonably practicable or it is not reasonably practicable for the Fund to fairly determine
the value of net assets, provided that applicable rules and regulations of the SEC (or any succeeding governmental authority) will govern
as to whether the conditions prescribed in (b) or (c) exist; or (d) when the SEC by order permits a suspension of the right to redemption
or a postponement of the date of payment on redemption.

In case of suspension of the right of redemption, payment
of a redemption request will be made based on the NAV next determined after the termination of the suspension.

Supporting documents in addition to those listed under
“How to Redeem Shares” in the Prospectus will be required from executors, administrators, trustees, or if redemption is requested
by someone other than the shareholder of record. Such documents include, but are not restricted to, stock powers, trust instruments, certificates
of death, appointments as executor, certificates of corporate authority and waiver of tax required in some states when settling estates.

TAX STATUS

The following discussion is general in nature and should
not be regarded as an exhaustive presentation of all possible tax ramifications. All shareholders should consult a qualified tax adviser
regarding their investment in the Fund.

The Fund intends to qualify as a regulated investment
company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Tax Code”), which requires compliance with
certain requirements concerning the sources of its income, diversification of its assets, and the amount and timing of its distributions
to shareholders. Such qualification does not involve supervision of management or investment practices or policies by any government agency
or bureau. By so qualifying, the Fund should not be subject to federal income or excise tax on its net investment income or net capital
gain, which are distributed to shareholders in accordance with the applicable timing requirements. Net investment income and net capital
gain of the Fund will be computed in accordance with Section 852 of the Tax Code.

Net investment income is made up of dividends and interest
less expenses. Net capital gain for a fiscal year is computed by taking into account any capital loss carryforward of the Fund. The Fund’s
net realized capital gains from securities transactions will be distributed only after reducing such gains by the amount of any available
capital loss carryforwards. Capital losses incurred may be carried forward indefinitely and retain the character of the original loss.
Capital loss carryforwards are available to offset future realized capital gains. To the extent that these carryforwards are used to offset
future capital gains it is probable that the amount offset will not be distributed to shareholders.

As of June 30, 2023, the components of accumulated
earnings/(deficit) on a tax basis were as follows:

Undistributed

Post October Loss

Capital Loss

Other

Unrealized

Total

Ordinary

Long-Term

and

Carry

Book/Tax

Appreciation/

Accumulated

Portfolio

Tax-Exempt Income

Income

Capital Gains

Late Year Loss

Forwards

Differences

(Depreciation)

Earnings/(Deficits)

HCM Dynamic Income Fund

$—

$1,417,757

$—

$(2,729,101

)

$(2,052,908

)

$—

$59,437

$(3,304,815

)

As of June 30, 2023, the Funds had capital loss carry
forwards for federal income tax purposes available to offset future capital gains, as follows:

Non-Expiring

Portfolio

Short-Term

Long-Term

Total

CLCF Utilized

HCM Dynamic Income Fund

$2,052,908

—

$2,052,908

—

The Fund intends to distribute all of its net investment
income, any excess of net short-term capital gains over net long-term capital losses, and any excess of net long-term capital gains over
net short-term capital losses in accordance with the timing requirements imposed by the Tax Code and therefore should not be required
to pay any federal income or excise taxes. Distributions of net investment income

and net capital gain will be made after the end of
each fiscal year. Both types of distributions will be in shares of the Fund unless a shareholder elects to receive cash.

To be treated as a regulated investment company under
Subchapter M of the Tax Code, the Fund must also (a) derive at least 90% of their gross income from dividends, interest, payments with
respect to securities loans, net income from certain publicly traded partnerships and gains from the sale or other disposition of securities
or foreign currencies, or other income (including, but not limited to, gains from options, futures or forward contracts) derived with
respect to the business of investing in such securities or currencies, and (b) diversify their holdings so that, at the end of each fiscal
quarter, (i) at least 50% of the market value of the Fund’s assets are represented by cash, U.S. government securities and securities
of other regulated investment companies, and other securities (for purposes of this calculation, generally limited in respect of any one
issuer, to an amount not greater than 5% of the market value of the Fund’s assets and 10% of the outstanding voting securities of
such issuer) and (ii) not more than 25% of the value of their assets is invested in the securities of (other than U.S. government securities
or the securities of other regulated investment companies) any one issuer, two or more issuers which the Fund controls and which are determined
to be engaged in the same or similar trades or businesses, or the securities of certain publicly traded partnerships.

If the Fund fails to qualify as a regulated investment
company under Subchapter M in any fiscal year, it will be treated as a corporation for federal income tax purposes. As such, the Fund
would be required to pay income taxes on its net investment income and net realized capital gains, if any, at the rates generally applicable
to corporations. Shareholders of the Fund generally would not be liable for income tax on the Fund’s net investment income or net
realized capital gains in their individual capacities. Distributions to shareholders, whether from the Fund’s net investment income
or net realized capital gains, would be treated as taxable dividends to the extent of current or accumulated earnings and profits of the
Fund.

The Fund is subject to a 4% nondeductible excise tax
on certain undistributed amounts of ordinary income and capital gain under a prescribed formula contained in Section 4982 of the Tax Code.
The formula requires payment to shareholders during a calendar year of distributions representing at least 98% of the Fund’s ordinary
income for the calendar year and at least 98.2% of its capital gain net income (i.e., the excess of its capital gains over capital losses)
realized during the one-year period ending October 31 during such year plus 100% of any income that was neither distributed nor taxed
to the Fund during the preceding calendar year. Under ordinary circumstances, the Fund expects to time their distributions so as to avoid
liability for this tax.

The following discussion of tax consequences is for
the general information of shareholders that are subject to tax. Shareholders who own IRAs or other qualified retirement plans are exempt
from income taxation under the Tax Code.

Distributions of taxable net investment income and
the excess of net short-term capital gain over net long-term capital loss are generally taxable to shareholders as ordinary income, unless
such distributions are attributable to “qualified dividend income” eligible for the reduced federal income tax rates applicable
to long-term capital gains, provided certain holding period and other requirements are satisfied.

Distributions of net capital gain (“capital gain
dividends”) generally are taxable to shareholders as long-term capital gain, regardless of the length of time the shares of the
Fund have been held by such shareholders.

Certain U.S. shareholders, including individuals and
estates and trusts are subject to an additional 3.8% Medicare tax on all or a portion of their “net investment income,” which
should include dividends from the Fund and net gains from the disposition of shares of the Fund. U.S. shareholders are urged to consult
their own tax advisors regarding the implications of the additional Medicare tax resulting from an investment in the Fund.

A redemption of Fund shares by
a shareholder will result in the recognition of taxable gain or loss in an amount equal to the difference between the amount realized
and the shareholder’s tax basis in his or her Fund shares. Such gain or loss is treated as a capital gain or loss if the shares
are held as capital assets. The gain or loss will generally be treated as long-term capital gain or loss if the shares were held for more
than one year and if not held for such period, as short-term capital gain or loss. However, any loss realized upon the redemption of shares
within six months from the date of their purchase will be treated as a long-term capital loss to the extent of any amounts treated as
capital gain dividends during such six-month period. All or a portion of any loss realized upon the redemption of shares may be disallowed
to the extent shares are purchased (including shares acquired by means of reinvested dividends) within 30 days before or after such redemption.

Distributions of taxable net investment income and
net capital gain will be taxable as described above, whether received in additional shares or cash. Shareholders electing to receive distributions
in the form of additional shares will have a cost basis for federal income tax purposes in each share so received equal to the NAV of
a share on the reinvestment date.

All distributions of taxable net investment income
and net capital gain, whether received in shares or in cash, must be reported by each taxable shareholder on his or her federal income
tax return. Dividends or distributions declared in October, November or December as of a record date in such a month, if any, will be
deemed to have been received by shareholders on December 31, if paid during January of the following year. Redemptions of shares may result
in tax consequences (gain or loss) to the shareholder and are also subject to these reporting requirements.

Under the Tax Code, the Fund will be required to report
to the Internal Revenue Service all distributions of income and capital gains as well as gross proceeds from the redemption or exchange
of Fund shares, except in the case of certain exempt shareholders. Under the backup withholding provisions of Section 3406 of the Tax
Code, distributions of net investment income and net capital gain and proceeds from the redemption or exchange of the shares of a regulated
investment company may be subject to withholding of federal income tax in the case of non-exempt shareholders who fail to furnish the
Investment Company with their taxpayer identification numbers and with required certifications regarding their status under the federal
income tax law, or if the Fund is notified by the IRS or a broker that withholding is required due to an incorrect TIN or a previous failure
to report taxable interest or dividends. If the withholding provisions are applicable, any such distributions and proceeds, whether taken
in cash or reinvested in additional shares, will be reduced by the amounts required to be withheld.

Options, Futures, Forward Contracts and Swap
Agreements

To the extent such investments are permissible
for the Fund, the Fund’s transactions in options, futures contracts, hedging transactions, forward contracts, straddles and foreign
currencies will be subject to special tax rules (including mark-to-market, constructive sale, straddle, wash sale and short sale rules),
the effect of which may be to accelerate income to the Fund, defer losses to the Fund, cause adjustments in the holding periods of the
Fund’s securities, convert long-term capital gains into short-term capital gains and convert short-term capital losses into long-term
capital losses. These rules could therefore affect the amount, timing and character of distributions to shareholders.

To the extent such investments are permissible,
certain of the Fund’s hedging activities (including their transactions, if any, in foreign currencies or foreign currency-denominated
instruments) are likely to produce a difference between its book income and its taxable income. If the Fund’s book income exceeds
their taxable income, the distribution (if any) of such excess book income will be treated as (i) a dividend to the extent of the Fund’s
remaining earnings and profits (including earnings and profits arising from tax-exempt income), (ii) thereafter, as a return of capital
to the extent of the recipient’s basis in the shares, and (iii) thereafter, as gain from the sale or exchange of a capital asset.
If the Fund’s book income is less than taxable income, the Fund could be required to make distributions exceeding book income to
qualify as a regular investment company that is accorded special tax treatment.

Passive Foreign Investment Companies

Investment by the Fund in certain “passive
foreign investment companies” (“PFICs”) could subject the Fund to a U.S. federal income tax (including interest charges)
on distributions received from the company or on proceeds received from the disposition of shares in the company, which tax cannot be
eliminated by making distributions to Fund shareholders. However, the Fund may elect to treat a PFIC as a qualified electing fund (“QEF”),
in which case the Fund will be required to include its share of the company’s income and net capital gains annually, regardless
of whether they receive any distribution from the company.

The Fund also may make an election to mark the gains
(and to a limited extent losses) in such holdings “to the market” as though it had sold and repurchased its holdings in those
PFICs on the last day of the Fund’s taxable year. Such gains and losses are treated as ordinary income and loss. The QEF and mark-to-market
elections may accelerate the recognition of income (without the receipt of cash) and increase the amount required to be distributed for
the Fund to avoid taxation. Making either of these elections therefore may require the Fund to liquidate other investments (including
when it is not advantageous to do so) to meet its distribution requirement, which also may accelerate the recognition of gain and affect
the Fund’s total return.

Foreign Currency Transactions

The Fund’s transactions in foreign currencies,
foreign currency-denominated debt securities and certain foreign currency options, futures contracts and forward contracts (and similar
instruments) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the
foreign currency concerned.

Other Regulated Investment Companies

Generally, the character of the income or capital
gains that the Fund receives from another investment company will pass through to the Fund’s shareholders as long as the Fund and
the other investment company each qualify as a regulated investment company. However, to the extent that another investment company that
qualifies as a regulated investment company realizes net losses on its investments for a given taxable year, the Fund will not be able
to recognize its share of those losses until it disposes of shares of such investment company. Moreover, even when the Fund does make
such a disposition, a portion of its loss may be recognized as a long-term capital loss, which will not be treated as favorably for federal
income tax purposes as an ordinary deduction. In particular, the Fund will not be able to offset any capital losses from its dispositions
of shares of other investment companies against its ordinary income. As a result of the foregoing rules, and certain other special rules,
it is possible that the amounts of net investment income and net capital gains that the Fund will be required to distribute to shareholders
will be greater than such amounts would have been had the Fund invested

directly in the securities held by the investment
companies in which it invests, rather than investing in shares of the investment companies. For similar reasons, the character of distributions
from the Fund (e.g., long-term capital gain, qualified dividend income, etc.) will not necessarily be the same as it would have been had
the Fund invested directly in the securities held by the investment companies in which it invests.

Foreign Taxation

Income received by the 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 the 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 gain dividend. No deduction for foreign taxes may be claimed by a shareholder who does
not itemize deductions. Each shareholder will be notified within 60 days after the close of the Fund’s taxable year whether the
foreign taxes paid by the Fund will “pass through” for that year.

Generally, a credit for foreign taxes is subject
to the limitation that it may not exceed the shareholder’s U.S. tax attributable to his or her total foreign source taxable income.
For this purpose, if the pass-through election is made, the source of the Fund’s income will flow through to shareholders of the
Fund. With respect to the 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. The foreign tax credit can be used to offset only 90% of the revised alternative minimum tax imposed
on corporations and individuals and foreign taxes generally are not deductible in computing alternative minimum taxable income.

Payments to a shareholder that is either a foreign
financial institution (“FFI”) or a non-financial foreign entity (“NFFE”) within the meaning of the Foreign Account
Tax Compliance Act (“FATCA”) may be subject to a generally nonrefundable 30% withholding tax on: (a) income dividends paid
by the Fund and (b) certain capital gain distributions and the proceeds arising from the sale of Fund shares paid by the Fund.  FATCA
withholding tax generally can be avoided: (a) by an FFI, subject to any applicable intergovernmental agreement or other exemption, if
it enters into a valid agreement with the IRS to, among other requirements, report required information about certain direct and indirect
ownership of  foreign financial accounts held by U.S. persons with the FFI and (b) by an NFFE, if it: (i) certifies that it
has no substantial U.S. persons as owners or (ii) if it does have such owners, reports information relating to them. The Fund may disclose
the information that it receives from its shareholders to the IRS, non-U.S. taxing authorities or other parties as necessary to comply
with FATCA.  Withholding also may be required if a foreign entity that is a shareholder of the Fund fails to provide the Fund
with appropriate certifications or other documentation concerning its status under FATCA.

Original Issue Discount and Pay-In-Kind Securities

Current federal tax law requires the holder
of a U.S. Treasury or other fixed income zero coupon security to accrue as income each year a portion of the discount at which the security
was purchased, even though the holder receives no interest payment in cash on the security during the year. In addition, pay-in-kind securities
will give rise to income which is required to be distributed and is taxable even though the Fund holding the security receives no interest
payment in cash on the security during the year.

Some of the debt securities (with a fixed maturity
date of more than one year from the date of issuance) that may be acquired by 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.

Some debt securities (with a fixed maturity
date of one year or less from the date of issuance) that may be acquired by the Fund may be treated as having acquisition discount, or
OID in the case of certain types of debt securities. Generally, the Fund will be required to include the acquisition discount, or OID,
in income over the term of the debt security, even though payment of that amount is not received until a later time, usually when the
debt security matures. The Fund may make one or more of the elections applicable to debt securities having acquisition discount, or OID,
which could affect the character and timing of recognition of income.

If the Fund holds the foregoing kinds of securities,
it 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.

The high yield on these securities reflects
the payment deferral and increased credit risks associated with such investments and may represent significantly higher credit risk than
coupon loans. These securities may have unreliable valuations because their continuous accruals require continuing judgment about the
collectability of the defaulted payment and the value of any associated collateral. Pay-in-Kind securities interest has the effect of
generating investment income and increasing the incentives fees payable at a compounding rate. In addition, the deferral of Pay-In-Kind
interest also reduces the loan to value ratio at a compounding rate. These securities create the risk that incentive fees will be paid
to the investment adviser based on non-cash accruals that ultimately may not be realized. The investment adviser will be under no
obligation to reimburse the Fund for these fees.

Shareholders of the Fund may be subject to state
and local taxes on distributions received from the Fund and on redemptions of the Fund’s shares.

A brief explanation of the form and character
of the distribution accompany each distribution. After the end of each year the Fund issues to each shareholder a statement of the federal
income tax status of all distributions.

Shareholders should consult their tax advisers about
the application of federal, state and local and foreign tax law in light of their particular situation.

ANTI-MONEY LAUNDERING PROGRAM

The Trust has established an Anti-Money Laundering
Compliance Program (the “Program”) as required by the Uniting and Strengthening America by Providing Appropriate Tools Required
to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”). To ensure compliance with this law, the Trust’s
Program provides for the development of internal practices, procedures and controls, designation of anti-money laundering compliance officers,
an ongoing training program and an independent audit function to determine the effectiveness of the Program.

Procedures to implement the Program include, but are
not limited to, determining that the Fund’s Distributor and Transfer Agent have established proper anti-money laundering procedures,
reporting suspicious and/or fraudulent activity and providing a complete and thorough review of all new opening account applications.
The Trust will not transact business with any person or entity whose identity cannot be adequately verified under the provisions of the
USA PATRIOT Act.

As a result of the Program, the Trust may be required
to “freeze” the account of a shareholder if the shareholder appears to be involved in suspicious activity or if certain account
information matches information on government lists of known terrorists or other suspicious persons, or the Trust may be required to transfer
the account or proceeds of the account to a governmental agency.

CONTROL PERSONS AND PRINCIPAL HOLDERS
OF SECURITIES

A principal shareholder is any person who owns of record
or beneficially 5% or more of the outstanding shares of the Fund. A control person is one who owns beneficially or through controlled
companies more than 25% of the voting securities of a company or acknowledges the existence of control. Persons controlling the Fund can
determine the outcome of any proposal submitted to the shareholders for approval, including changes to the Fund’s fundamental policies
or the terms of the advisory agreement with the Adviser.

As of September 18, 2023, the following
shareholders of record owned 5% or more of the outstanding shares of each class of the Fund:

HCM Dynamic Income Fund

Class A Shares

Name & Address

Shares

Percentage of Fund Share Class

CHARLES SCHWAB & CO, 211 MAIN ST

SAN FRANCISCO, CA 94105

2,832,210.2560

22.86%

Axos Clearing LLC P.O. Box 6503 Englewood, CO 80155-6503	2,544,727.5420	20.54%

Investor Class Shares Name & Address
Vance Howard 1145 Hembree Rd Roswell, GA 30076	1.0050	100.00%

Management Ownership Information.

As of September 18, 2023, the Trustees and officers
of the Trust, as a group, beneficially owned less than 1% of the outstanding shares of the Fund.

MANAGEMENT

The business of the Trust is managed under the direction
of the Board in accordance with the Agreement and Declaration of Trust and the Trust’s By-laws (the “Governing Documents”),
which have been filed with the SEC and are available upon request. The Board consists of four individuals, all of whom are not “interested
persons” (as defined under the 1940 Act) of the Trust and the Adviser (“Independent Trustees”). Pursuant to the Governing
Documents, the Board shall elect officers including a President, a Secretary, a Treasurer, a Principal Executive Officer and a Principal
Accounting Officer. The Board retains the power to conduct, operate and carry on the business of the Trust and has the power to incur
and pay any expenses, which, in the opinion of the Board, are necessary or incidental to carry out any of the Trust’s purposes.
The Board, officers, employees and agents of the Trust, when acting in such capacities, shall not be subject to any personal liability
except for his or her own bad faith, willful misfeasance, gross negligence or reckless disregard of his or her duties.

Board Leadership Structure. The Board is led
by John V. Palancia, who has served as the Chairman of the Board (the “Chairman”) since May 2014. The Board has not appointed
a Lead Independent Trustee because all Trustees are Independent Trustees. Under the Governing Documents, the Chairman is responsible for
(a) presiding at Board meetings, (b) calling special meetings on an as-needed basis, and (c) execution and administration of Trust policies,
including (i) setting the agendas for Board meetings and (ii) providing information to Board members in advance of each Board meeting
and between Board meetings. Generally, the Trust believes it best to have a non-executive Chairman, who together with the President (principal
executive officer), are seen by its shareholders, business partners and other stakeholders as providing strong leadership. The Trust believes
that its Chairman, the independent chair of the Audit Committee, and, as an entity, the full Board, provide effective leadership that
is in the best interests of the Trust, its funds and each shareholder.

Board Risk Oversight. The Board is comprised
entirely of Independent Trustees with an Audit Committee with a separate chair. The Board is responsible for overseeing risk management,
and the Board regularly engages in discussions of risk management and receives compliance reports that inform its oversight of risk management
from its Chief Compliance Officer at quarterly meetings and on an ad hoc basis, when and if necessary. The Audit Committee considers financial
and reporting the risk within its area of responsibilities. Generally, the Board believes that its oversight of material risks is adequately
maintained through the compliance-reporting chain where the Chief Compliance Officer is the primary recipient and communicator of such
risk-related information.

Trustee Qualifications.

Generally, the Fund believes that each Trustee is competent
to serve because of his or her individual overall merits including his or her: (i) experience, (ii) qualifications, (iii) attributes and
(iv) skills.

Patricia Luscombe, CFA, has more than 30 years in financial
advisory and valuation services. She has delivered a broad range of corporate finance advice including fairness opinions and valuations.
Ms. Luscombe joined Lincoln International in 2007 as a Managing Director and co-head of Lincoln’s Valuations & Opinions Group. In
this position, she assists regulated investment funds, business development companies, private equity funds and hedge funds in the valuation
of illiquid securities for fair value accounting purposes. Ms. Luscombe’s clients range from closely held businesses to large, publicly-traded
companies. Previously, Ms. Luscombe spent 16 years with Duff & Phelps Corporation, as a Managing Director in the firm’s valuation
and financial advisory business. Prior to joining Duff & Phelps Corporation, Ms. Luscombe was an Associate at Smith Barney, a division
of Citigroup Capital Markets, Inc., where she managed a variety of financial transactions, including mergers and acquisitions, leveraged
buyouts, and equity and debt financings. Ms. Luscombe is a member of the Chicago Chapter of the Association for Corporate Growth, the
Chartered Financial Analyst Society of Chicago and former president of the Chicago Finance Exchange. Ms. Luscombe holds a Bachelor of
Arts degree in economics from Stanford University, a Masters degree in economics from the University of Chicago and a Master of Business
Administration degree from the University of Chicago Booth School of Business. In addition, Ms. Luscombe is licensed under the Series
24, 79 and 63 of FINRA.

John V. Palancia has over 40 years of business experience
in the financial services industry including serving as the Director of Global Futures Operations for Merrill Lynch, Pierce, Fenner &
Smith, Inc. (“Merrill Lynch”). Mr. Palancia possesses an in depth understanding of broker-dealer operations from having served
in various management capacities and has held industry registrations in both securities and futures. Based on his service at Merrill Lynch,
he also possesses a strong understanding of risk management, balance sheet analysis, compliance and the regulatory framework under which
regulated financial entities must operate. Additionally, he is well versed in the regulatory framework under which investment companies
must operate based on his service as a member of three other mutual fund boards. This practical and extensive experience in the securities
industry provides valuable insight into fund operations and enhances his ability to effectively serve as chairman of the Board. Mr. Palancia
is a member of the Investment Company Institute and Mutual Fund Directors Forum. Mr. Palancia holds a Bachelor of Science degree in Economics.

Mark H. Taylor has over 30 years of academic and professional
experience in the accounting and auditing fields, which makes him particularly qualified to chair the Board’s Audit Committee. Dr.
Taylor holds PhD, Master’s and Bachelors degrees in Accountancy and is a licensed Certified Public Accountant and serves as a member
of two other mutual fund boards within the Northern Lights Fund Complex. Dr. Taylor is the Director of the Lynn Pippenger School of Accountancy
at the Muma College of Business at the University of South Florida and has been serving a three-year term as President of the American
Accounting Association (AAA) since August 2022 (as President-Elect 8/22-7/23, President 8/23-8/24, and Past President 8/24-8/25).
Dr. Taylor previously served as Vice President-Finance of the AAA, and as President of the Auditing Section of the AAA. He previously
served a three-year term on the AICPA’s Auditing Standards Board and completed a fellowship in the Professional Practice Group of
the Office of the Chief Accountant at the headquarters of the United States Securities Exchange Commission. Dr. Taylor is a member of
two research teams that received grants from the Center for Audit Quality to study how accounting firms’ tone-at-the-top messaging
impacts audit performance and how auditors manage the process of auditing fair value measurements and other complex estimates in financial
statements. Dr. Taylor has had his research widely published in leading

academic accounting and practice journals. He
has teaching interests in corporate governance and accounting policy as well as auditing and assurance services at the graduate and undergraduate
levels and possesses a strong understanding of the regulatory framework under which investment companies operate.

Jeffery D. Young has over 40 years of
business management experience, including in the transportation industry and operations and information technologies. He is currently
Co-owner and Vice President of the Latin America Agriculture Development Corporation, an agribusiness exporting fruit to the United States
and other Central American countries. He has served as Assistant Vice President of Transportation Systems at Union Pacific Railroad Company,
where he was responsible for the development and implementation of large-scale command and control systems that support railroad operations
and safety. In this position, Mr. Young was heavily involved in the regulatory compliance of safety and mission critical systems. Mr.
Young also served as Chairman of the Association of American Railroads Policy Committee and represented both Union Pacific Railroad and
the railroad industry in safety and regulatory hearings with the National Transportation Safety Board and the Federal Railroad Administration
in Washington, DC. Mr. Young was a member of the Board of Directors of PS Technologies, a Union Pacific affiliate serving as a technology
supplier to the railroad industry. His practical business experience and understanding of regulatory compliance provides a different perspective
that brings diversity to Board deliberations.

Trustees and Officers. The Trustees and officers
of the Trust, together with information as to their principal business occupations during the past five years and other information, are
shown below. Unless otherwise noted, the address of each Trustee and officer is 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246.

Independent Trustees
Name, Address, Year of Birth	Position(s) Held with Registrant	Length of Service and Term	Principal Occupation(s) During Past 5 Years	Number of Funds Overseen In The Fund Complex*	Other Directorships Held During Past 5 Years**
Patricia Luscombe 1961	Trustee	Since January 2015, Indefinite	Managing Director of the Valuations and Opinions Group, Lincoln International LLC (since August 2007).	6	Northern Lights Fund Trust III (for series not affiliated with the Fund since 2015); Monetta Mutual Funds (since November 2015).
John V. Palancia 1954	Trustee, Chairman	Trustee, since February 2012, Indefinite; Chairman of the Board since May 2014.	Retired (since 2011); formerly, Director of Global Futures Operations Control, Merrill Lynch, Pierce, Fenner & Smith, Inc. (1975-2011).	6	Northern Lights Fund Trust III (for series not affiliated with the Fund since 2012); Northern Lights Fund Trust (since 2011); Northern Lights Variable Trust (since 2011); Alternative Strategies Fund (since 2012).

Mark H.

Taylor

1964

Trustee, Chairman of the Audit Committee

Since February 2012, Indefinite

PhD (Accounting), CPA; Professor and Director, Lynn Pippenger School of Accountancy, Muma College of Business, University of South Florida (2019 – present); Professor and Department of Accountancy Chair, Case Western Reserve University (2009-2019); President, American Accounting Association (AAA) commencing August 2022 (President-Elect 2022-2023, President 2023-2024; Past President 2024-2025). AAA Vice President-Finance (2017-2020); President, Auditing Section of the AAA; Member, AICPA Auditing Standards Board (2009-2012); Academic Fellow, Office of the Chief Accountant, United States Securities Exchange Commission (2005-2006); Center for Audit Quality research grants (2014, 2012).

Northern Lights Fund Trust III (for series not affiliated with the Fund since 2012); Northern Lights Fund Trust (since 2007); Northern Lights Variable Trust (since 2007); Alternative Strategies Fund (since June 2010).

Jeffery D. Young

1956

Trustee

Since January 2015, Indefinite

Co-owner and Vice President, Latin America Agriculture Development Corp. (since May 2015); President, Celeritas Rail Consulting (since June 2014); Asst. Vice President – Transportation Systems, Union Pacific Railroad Company (June 1976 to April 2014).

Northern Lights Fund Trust III (for series not affiliated with the Fund since 2015).

* As of June 30, 2023, the Trust was comprised of 29
active portfolios managed by 14 unaffiliated investment advisers. The term “Fund Complex” refers only to the Fund, HCM Dividend
Sector Plus Fund, HCM Tactical Growth Fund, HCM Income Plus Fund, HCM Defender 100 Index ETF, HCM Defender 500 Index ETF, and not to any
other series of the Trust. The Funds do not hold themselves out as related to any other series within the Trust for investment purposes,
nor do they share the same investment adviser with any other series.

** Only includes directorships held within the past
5 years in a company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 or subject to
the requirements of Section 15(d) of the Securities Exchange Act of 1934, or any company registered as an investment company under the
1940 Act.

Officers of the Trust

Name, Address, Year of Birth	Position(s) Held with Registrant	Length of Service and Term	Principal Occupation(s) During Past 5 Years
Brian Curley 1970	President	Since May 2023, indefinite	Vice President, Ultimus Fund Solutions, LLC (since 2020); Vice President, Gemini Fund Services, LLC (2015-2020).
Timothy Burdick 1986	Vice President	Since May 2023, indefinite	Vice President and Senior Managing Counsel, Ultimus Fund Solutions, LLC (2023 – present); Vice President and Managing Counsel, Ultimus Fund Solutions, LLC (2022 – 2023); Assistant Vice President and Counsel, Ultimus Fund Solutions, LLC (2019 – 2022).
Richard Gleason 1977	Treasurer	Since May 2023, indefinite	Assistant Vice President, Ultimus Fund Solutions, LLC (since 2020); Assistant Vice President, Gemini Fund Services, LLC (2015-2020).
Viktoriya Pallino 1995	Secretary	Since August 2022, indefinite	Senior Legal Administrator, Ultimus Fund Solutions, LLC (since 2023); Legal Administrator II, Ultimus Fund Solutions, LLC (2021-2023); Legal Administrator I, Ultimus Fund Solutions, LLC (2019-2021); Legal Administration Associate, Gemini Fund Services, LLC (2017-2019).

William Kimme 1962

Chief Compliance Officer

Since February 2012, indefinite

Senior Compliance Officer of Northern Lights Compliance Services, LLC (since 2011).

Audit Committee. The Board has an Audit Committee
that consists solely of Independent Trustees. The Audit Committee’s responsibilities include: (i) recommending to the Board the
selection, retention or termination of the Trust’s independent auditors; (ii) reviewing with the independent auditors the scope,
performance and anticipated cost of their audit; (iii) discussing with the independent auditors certain matters relating to the Trust’s
financial statements, including any adjustment to such financial statements recommended by such independent auditors, or any other results
of any audit; (iv) reviewing on a periodic basis a formal written statement from the independent auditors with respect to their independence,
discussing with the independent auditors any relationships or services disclosed in the statement that may impact the objectivity and
independence of the Trust’s independent auditors and recommending that the Board take appropriate action in response thereto to
satisfy itself of the auditor’s independence; and (v) considering the comments of the independent auditors and management’s
responses thereto with respect to the quality and adequacy of the Trust’s accounting and financial reporting policies and practices
and internal controls. The Audit Committee operates pursuant to an Audit Committee Charter. Dr. Taylor is Chairman of the Audit Committee.
During the past fiscal year, the Audit Committee held four meetings.

Compensation of Directors. Effective January
1, 2022, each Trustee who is not affiliated with the Trust or an investment adviser to any series of the Trust receives a quarterly fee
of $26,000, allocated among each of the various portfolios comprising the Trust, for his or her attendance at the regularly scheduled
meetings of the Board, to be paid in advance of each calendar quarter, as well as reimbursement for any reasonable expenses incurred.
Effective January 1, 2022, in addition to the quarterly fees and reimbursements, the Chairman of the Board receives a quarterly fee of
$6,250, and the Audit Committee Chairman receives a quarterly fee of $4,500. From January 1, 2021 through December 31, 2021, each Trustee
who was not affiliated with the Trust or an investment adviser to any series of the Trust received a quarterly fee of $23,500, allocated
among each of the various portfolios comprising the Trust, for his or her attendance at the regularly scheduled meetings of the Board,
paid in advance of each calendar quarter, as well as reimbursement for any reasonable expenses incurred. From April 1, 2019 through December
31, 2020, each Trustee who was not affiliated with the Trust or an investment adviser to any series of the Trust received a quarterly
fee of $21,500, allocated among each of the various portfolios comprising the Trust, for his or her attendance at the regularly scheduled
meetings of the Board, paid in advance of each calendar quarter, as well as reimbursement for any reasonable expenses incurred. From January
1, 2017 through December 31, 2021, in addition to the quarterly fees and reimbursements, the Chairman received a quarterly fee of $5,000,
and the Audit Committee Chairman received a quarterly fee of $3,750.

Additionally, in the event an in-person meeting of
the Board other than its regularly scheduled meetings (a “Special Meeting”) is required, each Independent Trustee will receive
a fee of $2,500 per Special Meeting, as well as reimbursement for any reasonable expenses incurred, to be paid by the relevant series
of the Trust or its investment adviser depending on the circumstances necessitating the Special Meeting. None of the executive officers
receive compensation from the Trust.

The table below details the amount of compensation
the Board received from the Fund during the fiscal year ended June 30, 2023. The Trust does not have a bonus, profit sharing, pension
or retirement plan.

Name and Position	HCM Dynamic Income Fund	Pension or Retirement Benefits Accrued as Part of Fund Expenses	Estimated Annual Benefits Upon Retirement	*Total Compensation From Trust and Fund Complex Paid to Trustees**
Patricia Luscombe	$2,536.79	None	None	$20,231.84
John V. Palancia	$3,088.27	None	None	$24,630.05
Mark H. Taylor	$2,867.68	None	None	$22,870.77
Jeffery D. Young	$2,536.79	None	None	$20,231.84

* There are currently numerous series comprising
the Trust. The term “Fund Complex” refers only to the Fund, HCM Dividend Sector Plus Fund, HCM Tactical Growth Fund, HCM Income
Plus Fund, HCM Defender 100 Index ETF, HCM Defender 500 Index ETF, and not to any other series of the Trust. For the fiscal year ended
June 30, 2023, the aggregate independent Trustees’ fees paid by the entire Trust were $459,000.

Trustees’ Ownership of Shares in the Fund. As of December 31,
2022, the Board beneficially owned the following amounts in the Fund:

Name of Trustee	Dollar Range of Equity Securities in the Fund	Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Trustee in Family of Investment Companies*
Patricia Luscombe	None	$10,001-$50,000
John V. Palancia	None	$10,001-$50,000
Mark H. Taylor	None	$10,001-$50,000
Jeffery D. Young	None	None

FINANCIAL STATEMENTS

The audited financial statements and report of the
independent registered public accounting firm required to be included in this SAI are hereby incorporated by reference to the Annual
Report for the Fund for the fiscal year ended June 30, 2023. You can obtain a copy of the Fund’s Annual Report without charge
by visiting www.howardcmfunds.com or by calling the Fund at 1-866-209-1964.

APPENDIX A

BOND RATINGS

DESCRIPTION OF MOODY’S CORPORATE BOND RATINGS

Aaa.
Bonds rated Aaa are judged to be the best quality. They carry the smallest degree of investment risk and are generally referred to as
“gilt edge.” Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While
the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally
strong position of these issues.

Aa.
Bonds which are rated Aa are judged to be of high quality by all standards. Together with the Aaa group they comprise what are generally
known as high-grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities
or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risks
appear somewhat larger than in Aaa securities.

A.
Bonds which are rated A possess many favorable investment attributes and are to be considered as upper medium grade obligations. Factors
giving security to principal and interest are considered adequate but elements may be present which suggest a susceptibility to impairment
sometime in the future.

Baa.
Bonds which are rated Baa are considered as medium grade obligations, i.e., they are neither highly protected nor poorly secured. Interest
payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics
as well.

Ba.
Bonds which are rated Ba are judged to have speculative elements; their future payments cannot be considered as well assured. Often the
protection of interest and principal may be very moderate and thereby not well safeguarded during both good and bad times over the future.
Uncertainty of position characterizes bonds in this class.

B.
Bonds which are rated B generally lack characteristics of the desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time may be small.

Moody’s
applies the numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through B. The modifier 1 indicates that the
security ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates
that the issue ranks in the lower end of its generic rating category.

DESCRIPTION OF COMMERCIAL PAPER RATINGS

Commercial
paper rated Prime-l by Moody’s are judged by Moody’s to be of the best quality. Their short-term debt obligations carry the smallest degree
of investment risk. Margins of support for current indebtedness are large or stable with cash flow and asset protection well insured.
Current liquidity provides ample coverage of near-term liabilities and unused alternative financing arrangements are generally available.
While protective elements may change over the intermediate or longer term, such changes are most unlikely to impair the fundamentally
strong position of short-term obligations.

Issuers
(or related supporting institutions) rated Prime-2 have a strong capacity for repayment of short-term promissory obligations. This will
normally be evidenced by many of the characteristics cited above but to a lesser degree. Earnings trends and coverage ratios, while sound,
will be more subject to variation. Capitalization characteristics, while still appropriate, may be more affected by external conditions.
Ample alternate liquidity is maintained.

Commercial
paper rated A by S&P have the following characteristics. Liquidity ratios are better than industry average. Long-term debt rating
is A or better. The issuer has access to at least two additional channels of borrowing. Basic earnings and cash flow are in an upward
trend. Typically, the issuer is a strong company in a well-established industry and has superior management. Issuers rated A are further
refined by use of numbers 1, 2, and 3 to denote relative strength within this highest classification. Those issuers rated A-1 that are
determined by S&P to possess overwhelming safety characteristics are denoted with a plus (+) sign designation.

Fitch’s
commercial paper ratings represent Fitch’s assessment of the issuer’s ability to meet its obligations in a timely manner. The assessment
places emphasis on the existence of liquidity. Ratings range from F-1+ which represents exceptionally strong credit quality to F-4 which
represents weak credit quality.

Duff
& Phelps’ short-term ratings apply to all obligations with maturities of under one year, including commercial paper, the uninsured
portion of certificates of deposit, unsecured bank loans, master notes, bankers acceptances, irrevocable letters of credit and current
maturities of long-term debt. Emphasis is placed on liquidity. Ratings range from Duff 1+ for the highest quality to Duff 5 for the lowest,
issuers in default. Issues rated Duff 1+ are regarded as having the highest certainty of timely payment. Issues rated Duff 1 are regarded
as having very high certainty of timely payment.

APPENDIX B

PROXY VOTING POLICIES AND PROCEDURES

HOWARD CAPITAL MANAGEMENT, INC.

PROXY VOTING POLICY AND PROCEDURES

Proxy Voting

Non-Mutual Fund Clients.

Howard Capital Management does not vote proxies on
behalf of clients. All proxy materials received on behalf of a client account are to be sent directly to our client or a designated representative
of the client, who is responsible for voting the proxy. Howard Capital Management personnel may answer client questions regarding proxy-voting
matters in an effort to assist the client in determining how to vote the proxy. However, the final decision of how to vote the proxy rests
with the client.

Mutual Fund Clients.

For each Client Account that is a registered investment
company the Firm votes all proxies after carefully considering proxy solicitation materials and other available facts, except when it
abstains from voting as described below. The Firm instructs each custodian for a Mutual Fund client to deliver to the Firm all proxy solicitation
materials that the custodian receives for that account. The Firm reviews the securities held in its Mutual Fund Accounts on a regular
basis to confirm that the Firm receives copies of all proxy solicitation materials concerning such securities. The Firm marks each proxy
solicitation with the date it is received by the Firm. The Firm will also monitor the positions it takes in ETFs holdings to ensure that
it never holds more than 3% of the outstanding voting shares of the ETF. Should The Firm hold positions that exceed 3% of the outstanding
voting shares of an ETF, The Firm will rely upon Mirror Voting for Proxies, ensuring the Funds vote its shares in the same proportion
that all shares of the ETFs are voted, or in accordance with instructions received from fund shareholders.

The CCO makes all voting decisions on behalf of a Mutual
Fund client based solely on the CCO’s determination of the best interests of that Account. The Firm uses reasonable efforts to respond
to each proxy solicitation by the deadline for such response.

The CCO may designate an appropriate Employee to be
responsible for ensuring that all proxy statements are received and that the Firm responds to them in a timely manner.

1. Company Information. If the Firm
is considering voting a proxy, it reviews all proxy solicitation materials it receives concerning securities held in a Mutual Fund Account.
The Firm evaluates all such information and may seek additional information from the party soliciting the proxy and independent corroboration
of such information when the Firm considers it appropriate and when it is reasonably available.

2. Proxy Voting Policies.

a. Guidelines. The Firm follows any proxy
voting guidelines and procedures provided by Client Accounts for which the Firm votes proxies. If no guideline exists for a particular
vote, the Firm votes FOR a proposal when it believes that the proposal serves the best interests of the Mutual Fund Account whose proxy
is solicited because, on balance, the following factors predominate:

(i) If adopted, the proposal would have
a positive economic effect on shareholder value;

(ii) If adopted, the proposal would pose
no threat to existing rights of shareholders;

(iii) The dilution, if any, of existing
shares that would result from adoption of the proposal is warranted by the benefits of the proposal; and

(iv) If adopted, the proposal would not limit
or impair the accountability of management and the board of directors to shareholders.

b. The Firm votes AGAINST a proposal
if it believes that, on balance, the following factors predominate:

(i) If adopted, the proposal would have
an adverse economic effect on shareholder value;

(ii) If adopted, the proposal would limit
the rights of shareholders in a manner or to an extent that is not warranted by the benefits of adoption of the proposal;

(iii) If adopted, the proposal would
cause significant dilution of shares that is not warranted by the benefits of the proposal;

(iv) If adopted, the proposal would limit
or impair accountability of management or the board of directors to shareholders; or

(v) The proposal is a shareholder initiative
that the Firm believes wastes time and resources of the company or reflects the grievance of one individual.

c. Abstentions. The Firm abstains from voting
proxies when it believes that it is appropriate. Usually, this occurs when the Firm believes that a proposal holds negative but non-quantifiable
implications for shareholder value but may express a legitimate concern or, for accounts other than registered investment companies, when
the Firm believes that a proposal will not have a material effect on the Firm’s investment strategy for Mutual Fund Accounts.

3. Conflicts of Interest. Due to the size
and nature of the Firm’s operations and the Firm’s limited affiliations in the securities industry, the Firm does not expect that material
conflicts of interest will arise between the Firm and a Mutual Fund Account over proxy voting. The Firm recognizes, however, that such
conflicts may arise from time to time, such as, for example, when the Firm or one of its affiliates has a business arrangement that could
be affected by the outcome of a proxy vote or has a personal or business relationship with a person seeking appointment or re-appointment
as a director of a company. If a material conflict of interest arises, the Firm will vote all proxies in accordance with Part VII.A.2.
The Firm will not place its own interests ahead of the interests of its Mutual Fund Accounts in voting proxies.

If the Firm determines that the proxy voting
policies in Part VII.2 do not adequately address a material conflict of interest related to a proxy, it will provide the affected Client
Account with copies of all proxy solicitation materials that the Firm receives with respect to that proxy, notify that Client Account
of the actual or potential conflict of interest and of the Firm’s intended response to the proxy request (which response will be in accordance
with the policies set forth in Part VI.A.2(b)), and request that the Client Account consent to the Firm’s intended response. If the Client
Account consents to the Firm’s intended response or fails to respond to the notice within a reasonable period of time specified in the
notice, the Firm will vote the proxy as described in the notice. If the Client Account objects to the intended response, the Firm will
vote the proxy as directed by the Client Account.

4. Disclosures to Clients. The Firm includes
in Part 2A of its Form ADV (1) a summary of these policies and procedures relating to proxy voting, (2) an offer to provide a copy of
such policies and procedures to clients on request, and (3) information concerning how a client may obtain a report summarizing how the
Firm voted proxies on behalf of such client. At the request of a Client Account

or Investor (other than a Client Account
that is a registered investment company under the ICA (a “Registered Fund”)), the Firm provides that Client Account or Investor
with a copy of this Part VII and a report summarizing all proxy solicitations the Firm received with respect to that Client Account during
the period requested and action taken by the Firm on each such proxy. Regarding the proxy votes in respect of the portfolio securities
in a Registered Fund, the Firm will provide that Registered Fund with the information required to be disclosed by that Registered Fund
pursuant to Rule 30bl-4 of the ICA and SEC Form N-PX promulgated thereunder, including:

a. The name of the issuer of the portfolio
security;

b. The exchange ticker symbol of the
portfolio security;

c. The CUSP number for the portfolio
security (unless not available through reasonable practical means, e.g., in the case of certain foreign issuers);

d. The shareholder meeting date;

e. A brief identification of the matter
voted on;

f. Whether the matter was proposed
by the issuer or by a security holder;

g. Whether the Firm cast its vote on
the matter;

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

i. Whether the Firm cast its vote for or
against management.

Records.

See the Firm’s Books and Records policy regarding
Records that the Firm must maintain relating to these.

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