Securities Act Registration No. 333-221072

Investment Company Act Registration No. 811-23306


SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549


REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ý

¨

Pre-Effective Amendment No. __

X

Post-Effective Amendment No. 22


and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

ý

X

Amendment No. 25



(Check appropriate box or boxes.)

Collaborative Investment Series Trust

(Exact Name of Registrant as Specified in Charter)


8000 Town Centre Drive, Suite 400

Broadview Heights, OH 44147

(Address of Principal Executive Offices)(Zip Code)

Registrant’s Telephone Number, including Area Code: (440) 922-0066

CT Corporation System

1300 East 9th Street

Cleveland, OH  44114

(Name and Address of Agent for Service)


With copy to:

JoAnn M. Strasser, Thompson Hine LLP

41 S. High Street, Suite 1700

Columbus, Ohio  43215

Approximate date of proposed public offering:  As soon as practicable after the effective date of the Registration Statement.

It is proposed that this filing will become effective:

X Immediately upon filing pursuant to paragraph (b)

¨ On (date) pursuant to paragraph (b)

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

¨ On (date) pursuant to paragraph (a)(1)

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

¨ On (date) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

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



Tactical Conservative Allocation Fund

 Class A: TFALX

Class I: TFAZX


Tactical  Moderate Allocation Fund

 Class A: TFAMX

 Class I:   TFAUX


Tactical Growth Allocation Fund

 Class A: TFAEX

 Class I:   TFAFX


May 16, 2019



    Advised by: Tactical Fund Advisors, LLC

                                       8316 Cornell Road

                     Cincinnati, OH 45249


www.tacticalfundadvisors.com

 


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


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


Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission (“SEC”), paper copies of the Funds’ shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Funds’ website www.tacticalfundadvisors.com, and you will be notified by mail each time a report is posted and provided with a website link to access the report.


If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Funds electronically by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by following the instructions included with paper Fund documents that have been mailed to you. You may also elect to receive all future reports in paper free of charge.  



TABLE OF CONTENTS

 

Tactical Conservative Allocation Fund

Investment Objective

1

Fees and Expenses

1

Portfolio Turnover

2

Principal Investment Strategy

2

Principal Investment Risk

3

Performance Management

4

Management

4

Tactical Moderate Allocation Fund

Investment Objective

7

Fees and Expenses

7

Portfolio Turnover

8

Principal Investment Strategy

8

Principal Investment Risk

9

Performance Management

11

Management

11

Tactical Growth Allocation Fund

Investment Objective

13

Fees and Expenses

13

Portfolio Turnover

14

Principal Investment Strategy

14

Principal Investment Risk

15

Performance Management

17

Management

18


Additional Information About Investment Strategy

19   

Investment Objective

19

Principal Investment Strategies

19

Temporary Defensive Positions

23

Portfolio Holdings Disclosure

27

Cybersecurity

27

Management of the Fund

28

How Fund Shares Are Priced

29

Automatic Investment Plans

33

Redeeming Shares

33

Redeeming by Mail

34

Additional Redemption Information

35

Taxes

37

Distribution of Shares

37

Financial Highlights

38

Privacy Notice

39





Tactical Conservative Allocation Fund


Investment Objective:  The Tactical Conservative Allocation Fund seeks to provide capital appreciation  with a secondary objective of capital preservation.  

 

Fees and Expenses of the Fund: This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

 

SHAREHOLDER FEES

(fees paid directly from your investment)

Class

A

Class

I

Maximum Sales Charge (Load) Imposed on Purchases

(as a % of offering price)

None

None

Maximum Deferred Sales Charge (Load)

(as a % of original purchase price)

None

None

Maximum Sales Charge (Load)

Imposed on Reinvested Dividends and other Distributions

None

None

Redemption Fee

(as a % of amount redeemed, if sold within 30 days)

None

None

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

 

 

Management Fees

1.30%

1.30%

Distribution and Service (12b-1) Fees

0.25%

None

Other Expenses (1)

        Interest and Dividends on Securities Sold Short 0.05%

         Remaining Other Expenses  0.35%

0.40%

0.40%

Acquired Fund Fees and Expenses (1)(2)

0.20%

0.20%

Total Annual Fund Operating Expenses

2.15%

1.90%

1)     Estimated for the current fiscal year.

2)  Acquired Fund Fees and Expenses are the indirect costs of investing in other investment companies. 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, not the indirect costs of investing in other investment companies.

 

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



1


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

A

$218

$673

I

$193

$597

 

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.

 

Principal Investment Strategies: The Fund seeks to provide capital appreciation. The Fund’s adviser, Tactical Fund Advisors, LLC (the “Adviser”), delegates the day-to-day management of the Fund’s assets to multiple sub-advisers. The Adviser is responsible for the overall management of the Fund, overseeing the Fund’s sub-advisers and for determining the amount of the Fund’s assets that each sub-adviser will manage for the Fund. While the Adviser expects that each sub-adviser will manage a portion of the Fund’s assets at all times, the percentages of the Fund’s assets managed by each sub-adviser may vary from time to time.


The Fund may invest in domestic and foreign equities, equity-related securities such as options on equity indices or index exchange traded funds (“ETFs”), investment grade fixed income securities, ETFs that primarily invest in equities and/or fixed income securities and exchange traded notes (“ETNs”) linked to the VIX (market volatility) index. ETFs that primarily invest in fixed income securities will include ETFs that invest in high-yield bonds (commonly known as “junk bonds”), investment grade corporate bonds, municipal securities and U.S. Treasury securities. The Fund may short shares of equity and fixed income ETFs.


Foreign equity securities or ETFs that the Fund may invest in may also include issuers from emerging market countries. The Fund considers emerging market countries to be those found in the MSCI EAFE Index. The Fund considers investment grade securities to be those that are rated Baa3 or higher by Moody’s Investors Service, Inc. (“Moody’s”) or BBB- or higher by S&P at the time of purchase.


The Fund’s sub-advisers invest the assets delegated to them by the Adviser as follows:


Anchor Capital Management Group Inc. (“Anchor Capital”) – Anchor Capital uses proprietary quantitative risk models to invest both long and/or short in domestic and foreign equity and fixed income ETFs. Anchor Capital expects its allocation of the Fund’s assets to have equity exposure between -20% and 25% and fixed income exposure between -50% and 75%.


Exceed Advisory LLC (“Exceed Advisory”) – Exceed Advisory’s strategy is composed of an equity options component and a fixed income component. The options component uses call and put options on equity indices or broad-based equity ETFs in seeking to limit



2


risk/return exposure to predetermined market levels. The fixed income component invests in investment grade fixed income securities for the purposes of generating income for the options strategy as well as collateral for the options.


Tuttle Tactical Management LLC (“Tuttle”) – Tuttle uses a proprietary market trend model to invest in a portfolio of dividend-paying domestic and international equities and equity ETFs. Depending on the sub-adviser’s model, its allocation may also be fully invested in ETFs that primarily invest in fixed income ETFs. The sub-adviser may also use volatility-linked ETNs for hedging purposes.


The Fund expects to have a high portfolio turnover which may result in higher transactional costs.

 

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

 

The following is a summary description of principal risks of investing in the Fund and apply to the Fund’s direct investment in securities as well the Fund’s indirect investments in other registered funds. The principal risks of investing in the Fund, which could adversely affect its net asset value and total return, are:

 

Credit Risk: There is a risk that  issuers will not make payments on fixed income securities held by the Fund, resulting in losses to the Fund. In addition, the credit quality of fixed income securities held by the Fund may be lowered if an issuer's financial condition changes. The issuer of a fixed income security may also default on its obligations.


Equity Risk: The net asset value of the Fund will fluctuate based on changes in the value of the U.S. and/or foreign equity securities held by the Fund. Equity prices can fall rapidly in response to developments affecting a specific company or industry, or to changing economic, political or market conditions.


Emerging Markets Risk: Investing in emerging markets involves not only the risks described below with respect to investing in foreign securities, but also other risks, including exposure to economic structures that are generally less diverse and mature, and to political systems that can be expected to have less stability, than those of developed countries. The typically small size of the markets of securities of issuers located in emerging markets and the possibility of a low or nonexistent volume of trading in those securities may also result in a lack of liquidity and in price volatility of those securities.


Exchange Traded Fund Risk: The Fund may invest in ETFs as part of its principal investment strategies. ETFs are subject to investment advisory and other expenses, which will be indirectly paid by a Fund. As a result, your cost of investing in a Fund will be higher than the cost of investing directly in ETFs and may be higher than other mutual funds that invest directly in stocks and bonds. ETFs are listed on national stock exchanges and are traded like stocks listed on an exchange. The market price for a Fund’s shares may deviate from a Fund’s net asset value, particularly during times of market stress, with the result that investors may pay significantly more or receive significantly less for Fund shares than the Fund’s net asset value, which is reflected in the bid and ask price for Fund shares or in the closing price.



3


Leveraged ETF Risk: Investing in leveraged ETFs will amplify the Fund’s gains and losses. Most leveraged ETFs “reset” daily. Due to the effect of compounding, their performance over longer periods of time can differ significantly from the performance of their underlying index or benchmark during the same period of time.


Exchange Traded Note Risk : Similar to ETFs, owning an ETN generally reflects the risks of owning the assets that comprise the underlying market benchmark or strategy that the ETN is designed to reflect. ETNs also are subject to issuer, credit and interest rate risks.


Foreign Risk: 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. 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.


High Yield 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.


Interest Rate Risk: Interest rate risk is the risk that bond prices overall, including the prices of securities held by the Fund, will decline over short or even long periods of time due to rising interest rates. Bonds with longer maturities tend to be more sensitive to interest rates than bonds with shorter maturities. For example, if interest rates go up by 1.0%, the price of a 4% coupon bond will decrease by approximately 1.0% for a bond with 1 year to maturity and approximately 4.4% for a bond with 5 years to maturity.


Management Risk: The portfolio managers’ judgments about the attractiveness, value and potential appreciation of particular stocks or other securities in which the Fund invests or sells short may prove to be incorrect and there is no guarantee that the portfolio managers’ judgment will produce the desired results. Additionally, the Adviser’s judgments about the potential performance of the sub-advisers may also prove incorrect and may not produce the desired results.  


Model Risk: Like all quantitative analysis, the sub-advisers’ investment models carry a risk that the mathematical models used might be based on one or more incorrect assumptions. Rapidly changing and unforeseen market dynamics could also lead to a decrease in short term effectiveness of the sub-advisers’ mathematical models. No assurance can be given that the Fund will be successful under all or any market conditions.


Options Risk: There are risks associated with the sale and purchase of call and put options. As a seller (writer) of a put option, the Fund will tend to lose money if the value of the reference index or security falls below the strike price. As the seller (writer) of a call option, the Fund will tend to lose money if the value of the reference index or security rises above the strike price. As the buyer of a put or call option, the Fund risks losing the entire premium invested if the value of the reference index or security is below (above) the call (put) strike at maturity .




4


Portfolio Turnover Risk: A higher portfolio turnover may result in higher transactional and brokerage costs associated with the turnover which may reduce the Fund’s return, unless the securities traded can be bought and sold without corresponding commission costs. Active trading of securities may also increase the Fund's realized capital gains or losses, which may affect the taxes you pay as a Fund shareholder.


Short Position Risk : The Fund may also take short positions, including shares of an ETF. A “short” position is, in effect, similar to a sale in which the Fund sells a security it does not own but, has borrowed in anticipation that the market price of the security will decline. The Fund must replace a short security position by purchasing it at the market price at the time of replacement. Therefore, the potential loss on a “short” position is unlimited.


Performance: Because the Fund has less than 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. Also, shareholder reports containing financial and performance information will be mailed to shareholders semi-annually.

 

Investment Adviser: Tactical Fund Advisors, LLC

 

Sub-Advisers:

Anchor Capital Management Group, Inc.

                               Exceed Advisory LLC

                               Tuttle Tactical Management, LLC


Investment Adviser Portfolio Manager: Drew Horter, Chief Executive Officer of the Adviser, has served the Fund as a portfolio manager since its inception in March 2019.

 

Sub-Adviser Portfolio Managers: Eric Leake, President of Anchor Capital and Garrett Waters, Chief Executive Officer of Anchor Capital, have each served the Fund as a portfolio manager since its inception in March 2019.


Joseph Halpern, Managing Member of Exceed Advisory, has served the Fund as a portfolio manager since its inception in March 2019.


Matthew Tuttle, Managing Member and Chief Investment Officer of Tuttle, has served the Fund as a portfolio manager since its inception in March 2019.


Each portfolio manager is primarily and jointly responsible for the day-to-day management of the Fund.


Purchase and Sale of Fund Shares:  You may purchase and redeem shares of the Fund on any day that the New York Stock Exchange is open for trading by written request, telephone, or through your broker. The Fund or the Adviser may waive any investment minimum.


 


Class

Minimum Investment

Initial

Subsequent

A

$500

$250

I

$500

$250



5





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 plan.


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.



















6


Tactical Moderate Allocation Fund


Investment Objective: The Tactical Moderate Allocation Fund will seek to provide capital appreciation.

 

Fees and Expenses of the Fund: This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

 

SHAREHOLDER FEES

(Fees paid directly from your investment)

Class

A

Class

I

Maximum Sales Charge (Load) Imposed on Purchases

(as a % of offering price)

None

None

Maximum Deferred Sales Charge (Load)

(as a % of original purchase price)

None

None

Maximum Sales Charge (Load)

Imposed on Reinvested Dividends and other Distributions

None

None

Redemption Fee

(as a % of amount redeemed, if sold within 30 days)

None

None

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

 

 

Management Fees

1.30%

1.30%

Distribution and Service (12b-1) Fees

0.25%

None

Other Expenses (1)

         Interest and Dividends on Securities Sold Short 0.05%

          Remaining Other Expenses 0.35%

0.40%

0.40%

Acquired Fund Fees and Expenses (1)(2)

0.20%

0.20%

Total Annual Fund Operating Expenses

2.15%

1.90%


1)   Estimated for the current fiscal year.  

2) Acquired Fund Fees and Expenses are the indirect costs of investing in other investment companies. 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, not the indirect costs of investing in other investment companies.

 

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



7


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

A

$218

$673

I

$193

$597

 

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.

 

Principal Investment Strategies: The Fund seeks to provide capital appreciation. The Fund’s adviser, Tactical Fund Advisors, LLC (the “Adviser”), delegates the day-to-day management of the Fund’s assets to multiple sub-advisers. The Adviser is responsible for the overall management of the Fund, overseeing the Fund’s sub-advisers and for determining the amount of the Fund’s assets that each sub-adviser will manage for the Fund. While the Adviser expects that each sub-adviser will manage a portion of the Fund’s assets at all times, the percentages of the Fund’s assets managed by each sub-adviser may vary from time to time.


The Fund may invest in domestic and foreign equities, equity-related securities such as options on equity indices or index ETFs, investment grade fixed income securities, ETFs that primarily invest in equities and/or fixed income securities and ETNs linked to the VIX (market volatility) index. ETFs that primarily invest in fixed income securities will include ETFs that invest in high-yield bonds (commonly known as “junk bonds”), investment grade corporate bonds, municipal securities and U.S. Treasury securities. The Fund may short shares of equity and fixed income ETFs.


Foreign equity securities or ETFs that the Fund may invest in may also include issuers from emerging market countries. The Fund considers emerging market countries to be those found in the MSCI EM Index. The Fund considers investment grade securities to be those that are rated Baa3 or higher by Moody’s Investors Service, Inc. or BBB- or higher by S&P at the time of purchase.


The Fund’s sub-advisers invest the assets delegated to them by the Adviser as follows:


Anchor Capital Management Group Inc. (“Anchor Capital”) – Anchor Capital uses proprietary quantitative risk models to invest both long and/or short in domestic and foreign equity and fixed income ETFs. Anchor Capital expects its allocation of the Fund’s assets to have equity exposure between -25% and 50% and fixed income exposure between -50% and 50%.


Exceed Advisory LLC (“Exceed Advisory”) – Exceed Advisory’s strategy is composed of an equity options component and a fixed income component. The options component uses call and put options on equity indices or broad-based equity ETFs in seeking to limit risk/return exposure to predetermined market levels. The fixed income component invests



8


in investment grade fixed income securities for the purposes of generating income for the options strategy as well as collateral for the options.


Tuttle Tactical Management LLC (“Tuttle”) – Tuttle uses a proprietary market trend model to invest in a portfolio of domestic and international and equity ETFs including leveraged, fixed income, and inverse ETFs. Depending on the sub-adviser’s model, its allocation may also be fully invested in ETFs that primarily invest in U.S. Treasury securities. The sub-adviser may also use volatility-linked ETNs for hedging purposes.


The Fund expects to have a high portfolio turnover which may result in higher transactional costs.

 

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

 

The following is a summary description of principal risks of investing in the Fund and apply to the Fund’s direct investment in securities as well the Fund’s indirect investments in other registered funds. The principal risks of investing in the Fund, which could adversely affect its net asset value and total return, are:

 

Credit Risk: There is a risk that issuers will not make payments on fixed income securities held by the Fund, resulting in losses to the Fund. In addition, the credit quality of fixed income securities held by the Fund may be lowered if an issuer's financial condition changes. The issuer of a fixed income security may also default on its obligations.


Equity Risk: The net asset value of the Fund will fluctuate based on changes in the value of the U.S. and/or foreign equity securities held by the Fund. Equity prices can fall rapidly in response to developments affecting a specific company or industry, or to changing economic, political or market conditions.


Emerging Markets Risk: Investing in emerging markets involves not only the risks described below with respect to investing in foreign securities, but also other risks, including exposure to economic structures that are generally less diverse and mature, and to political systems that can be expected to have less stability, than those of developed countries. The typically small size of the markets of securities of issuers located in emerging markets and the possibility of a low or nonexistent volume of trading in those securities may also result in a lack of liquidity and in price volatility of those securities.


Exchange Traded Fund Risk: The Fund may invest in ETFs as part of its principal investment strategies. ETFs are subject to investment advisory and other expenses, which will be indirectly paid by the Fund. As a result, your cost of investing in the Fund will be higher than the cost of investing directly in ETFs may be higher than other mutual funds that invest directly in stocks and bonds. ETFs are listed on national stock exchanges and are traded like stocks listed on an exchange. The market price for the fund’s shares may deviate from a fund’s net asset value, particularly during times of market stress, with the result that investors may pay significantly more or receive significantly less for fund shares than the fund’s net asset value, which is reflected in the bid and ask price for fund shares or in the closing price.




9


Inverse ETF Risk: Investments in inverse ETFs will prevent the Fund from participating in market-wide or sector-wide gains and may not prove to be an effective hedge. During periods of increased volatility, inverse ETFs may not perform in the manner they are designed.

        

Leveraged ETF Risk : Investing in leveraged ETFs will amplify the Fund’s gains and losses. Most leveraged ETFs “reset” daily. Due to the effect of compounding, their performance over longer periods of time can differ significantly from the performance of their underlying index or benchmark during the same period of time.


Exchange Traded Note Risk: Similar to ETFs, owning an ETN generally reflects the risks of owning the assets that comprise the underlying market benchmark or strategy that the ETN is designed to reflect. ETNs also are subject to issuer and fixed-income risk.


Foreign Risk: 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. 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.


High Yield 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.


Interest Rate Risk : Interest rate risk is the risk that bond prices overall, including the prices of securities held by the Fund, will decline over short or even long periods of time due to rising interest rates. Bonds with longer maturities tend to be more sensitive to interest rates than bonds with shorter maturities. For example, if interest rates go up by 1.0%, the price of a 4% coupon bond will decrease by approximately 1.0% for a bond with 1 year to maturity and approximately 4.4% for a bond with 5 years to maturity.


Management Risk: The portfolio manager’s judgments about the attractiveness, value and potential appreciation of particular stocks or other securities in which the Fund invests or sells short may prove to be incorrect and there is no guarantee that the portfolio manager's judgment will produce the desired results. Additionally, the Adviser’s judgments about the potential performance of the sub-advisers may also prove incorrect and may not produce the desired results.  


Model Risk: Like all quantitative analysis, the sub-advisers’ investment models carry a risk that the mathematical models used might be based on one or more incorrect assumptions. Rapidly changing and unforeseen market dynamics could also lead to a decrease in short term effectiveness of the sub-advisers’ mathematical models. No assurance can be given that the Fund will be successful under all or any market conditions.


Options Risk: There are risks associated with the sale and purchase of call and put options. As a seller (writer) of a put option, the Fund will tend to lose money if the value of the reference index or security falls below the strike price. As the seller (writer) of a call option, the Fund will tend to lose money if the value of the reference index or



10


security rises above the strike price. As the buyer of a put or call option, the Fund risks losing the entire premium invested if the value of the reference index or security is below (above) the call(put) strike at maturity.


Portfolio Turnover Risk: A higher portfolio turnover may result in higher transactional and brokerage costs associated with the turnover which may reduce the Fund's return, unless the securities traded can be bought and sold without corresponding commission costs. Active trading of securities may also increase the Fund's realized capital gains or losses, which may affect the taxes you pay as a Fund shareholder.


Short Position Risk: The Fund may also take short positions, including shares of an ETF. A “short” position is, in effect, similar to a sale in which the Fund sells a security it does not own but, has borrowed in anticipation that the market price of the security will decline. The Fund must replace a short security position by purchasing it at the market price at the time of replacement. Therefore, the potential loss on a “short” position is unlimited.


Performance: Because the Fund has less than 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. Also, shareholder reports containing financial and performance information will be mailed to shareholders semi-annually.

 

Investment Adviser: Tactical Fund Advisors, LLC

 

Sub-Advisers:

Anchor Capital Management Group, Inc.

Exceed Advisory LLC

Tuttle Tactical Management, LLC


Investment Adviser Portfolio Manager: Drew Horter, Chief Executive Officer of the Adviser, has served the Fund as a portfolio manager since its inception in March 2019.

 

Sub-Adviser Portfolio Managers:

Joseph Halpern, Managing Member of Exceed Advisory, has served the Fund as a portfolio manager since its inception in March 2019.


Matthew Tuttle, Managing Member and Chief Investment Officer of Tuttle, has served the Fund as a portfolio manager since its inception in March 2019.


Eric Leake, President of Anchor Capital and Garrett Waters, Chief Executive Officer of Anchor Capital Management Group Inc., have each served the Fund as a portfolio manager since its inception in March 2019.


Each portfolio manager is primarily and jointly responsible for the day-to-day management of the Fund


Purchase and Sale of Fund Shares:  You may purchase and redeem shares of the Fund on any day that the New York Stock Exchange is open for trading by written request, telephone, or through your broker. The Fund or the Adviser may waive any investment minimum.

 



11








Class

Minimum Investment

Initial

Subsequent

A

$500

$250

I

$500

$250

 

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.






















12


Tactical Growth Allocation Fund

Investment Objective: The Tactical Growth Allocation Fund will seek to provide capital appreciation.

 

Fees and Expenses of the Fund: This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

 

SHAREHOLDER FEES

(Fees paid directly from your investment)

Class

A

Class

I

Maximum Sales Charge (Load) Imposed on Purchases

(as a % of offering price)

None

None

Maximum Deferred Sales Charge (Load)

(as a % of original purchase price)

None

None

Maximum Sales Charge (Load)

Imposed on Reinvested Dividends and other Distributions

None

None

Redemption Fee

(as a % of amount redeemed, if sold within 30 days)

None

None

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

 

 

Management Fees

1.30%

1.30%

Distribution and Service (12b-1) Fees

0.25%

None

Other Expenses (1)

          Interest and Dividends on Securities Sold Short 0.05%

          Remaining Other Expenses 0.35%

0.40%

0.40%

Acquired Fund Fees and Expenses (1)(2)

0.20%

0.20%

Total Fund Operating Expenses

2.15%

1.90%

1)      Estimated for the current fiscal year.

2)   Acquired Fund Fees and Expenses are the indirect costs of investing in other investment companies. 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, not the indirect costs of investing in other investment companies.


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.

 



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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

A

$218

$673

I

$193

$597

  

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.

 

Principal Investment Strategies: The Fund seeks to provide capital appreciation. The Fund’s adviser, Tactical Fund Advisors, LLC (the “Adviser”), delegates the day-to-day management of the Fund’s assets to multiple sub-advisers. The Adviser is responsible for the overall management of the Fund, overseeing the Fund’s sub-advisers and for determining the amount of the Fund’s assets that each sub-adviser will manage for the Fund. While the Adviser expects that each sub-adviser will manage a portion of the Fund’s assets at all times, the percentages of the Fund’s assets managed by each sub-adviser may vary from time to time.


The Fund may invest in domestic and foreign equities, equity-related securities such as options on equity indices or index ETFs, investment grade fixed income securities, ETFs that primarily invest in equities and/or investment grade fixed income securities and ETNs linked to the VIX (market volatility) index. ETFs that the Fund may invest in include leveraged ETFs. The Fund may short shares of equity and fixed income ETFs.


Foreign equity securities or ETFs that the Fund may invest in may also include issuers from emerging market countries. The Fund considers emerging market countries to be those found in the MSCI EAFE Index. The Fund considers investment grade securities to be those that are rated Baa3 or higher by Moody’s Investors Service, Inc. or BBB- or higher by S&P at the time of purchase.


The Fund’s sub-advisers invest the assets delegated to them by the Adviser as follows:


Anchor Capital Management Group Inc. (“Anchor Capital”) – Anchor Capital uses proprietary quantitative risk models to invest both long and/or short in domestic and foreign equity ETFs. Anchor Capital expects its allocation of the Fund’s assets to have equity exposure between -40% and 100%.


Exceed Advisory LLC (“Exceed Advisory”) – Exceed Advisory’s strategy is composed of an equity options component and a fixed income component. The options component uses call and put options on equity indices or broad-based equity ETFs in seeking to limit risk/return exposure to predetermined market levels. The fixed income component invests



14


in investment grade fixed income securities for the purposes of generating income for the options strategy as well as collateral for the options.


Tuttle Tactical Management LLC (“Tuttle”) – Tuttle uses a proprietary market trend model to invest in a portfolio of domestic and international and equity ETFs including leveraged and inverse ETFs. Depending on the sub-adviser’s model, its allocation may also be fully invested in ETFs that primarily invest in U.S. Treasury securities. The portfolio can also use volatility ETNs for hedging purposes and leveraged ETFs to take advantage of opportunities the sub-adviser sees in the market.


The Fund expects to have a high portfolio turnover which may result in higher transactional costs.

 

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

 

The following is a summary description of principal risks of investing in the Fund and apply to the Fund’s direct investment in securities as well the Fund’s indirect investments in other registered funds. The principal risks of investing in the Fund, which could adversely affect its net asset value and total return, are:

 

Credit Risk: There is a risk that issuers will not make payments on fixed income securities held by the Fund, resulting in losses to the Fund. In addition, the credit quality of fixed income securities held by the Fund may be lowered if an issuer's financial condition changes. The issuer of a fixed income security may also default on its obligations.


Equity Risk: The net asset value of the Fund will fluctuate based on changes in the value of the U.S. and/or foreign equity securities held by the Fund. Equity prices can fall rapidly in response to developments affecting a specific company or industry, or to changing economic, political or market conditions.


Emerging Markets Risk: Investing in emerging markets involves not only the risks described below with respect to investing in foreign securities, but also other risks, including exposure to economic structures that are generally less diverse and mature, and to political systems that can be expected to have less stability, than those of developed countries. The typically small size of the markets of securities of issuers located in emerging markets and the possibility of a low or nonexistent volume of trading in those securities may also result in a lack of liquidity and in price volatility of those securities.


Exchange Traded Fund Risk: The Fund may invest in ETFs as part of its principal investment strategies. ETFs are subject to investment advisory and other expenses, which will be indirectly paid by the Fund. As a result, your cost of investing in the Fund will be higher than the cost of investing directly in ETFs and may be higher than other mutual funds that invest directly in stocks and bonds. ETFs are listed on national stock exchanges and are traded like stocks listed on an exchange. The market price for a fund’s shares may deviate from a fund’s net asset value, particularly during times of market stress, with the result that investors may pay significantly more or receive significantly less for fund shares than a fund’s net asset value, which is reflected in the bid and ask price for fund shares or in the closing price.



15


Leveraged ETF Risk: Investing in leveraged ETFs will amplify the Fund’s gains and losses. Most leveraged ETFs “reset” daily. Due to the effect of compounding, their performance over longer periods of time can differ significantly from the performance of their underlying index or benchmark during the same period of time.


Inverse ETF Risk: Investments in inverse ETFs will prevent the Fund from participating in market-wide or sector-wide gains and may not prove to be an effective hedge. During periods of increased volatility, inverse ETFs may not perform in the manner they are designed.


Exchange Traded Note Risk: Similar to ETFs, owning an ETN generally reflects the risks of owning the assets that comprise the underlying market benchmark or strategy that the ETN is designed to reflect.  ETNs also are subject to issuer and fixed-income risk.


Foreign Risk: 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. 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.


High Yield 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.


Interest Rate Risk: Interest rate risk is the risk that bond prices overall, including the prices of securities held by the Fund, will decline over short or even long periods of time due to rising interest rates. Bonds with longer maturities tend to be more sensitive to interest rates than bonds with shorter maturities. For example, if interest rates go up by 1.0%, the price of a 4% coupon bond will decrease by approximately 1.0% for a bond with 1 year to maturity and approximately 4.4% for a bond with 5 years to maturity.


Management Risk: The portfolio managers’ judgments about the attractiveness, value and potential appreciation of particular stocks or other securities in which the Fund invests or sells short may prove to be incorrect and there is no guarantee that the portfolio managers’ judgment will produce the desired results. Additionally, the Adviser’s judgments about the potential performance of the sub-advisers may also prove incorrect and may not produce the desired results.  


Model Risk: Like all quantitative analysis, the sub-advisers’ investment models carry a risk that the mathematical models used might be based on one or more incorrect assumptions. Rapidly changing and unforeseen market dynamics could also lead to a decrease in short term effectiveness of the sub-advisers’ mathematical models. No assurance can be given that the Fund will be successful under all or any market conditions.

  

Options Risk: There are risks associated with the sale and purchase of call and put options. As a seller (writer) of a put option, the Fund will tend to lose money if the value of the reference index or security falls below the strike price. As the seller (writer) of a call option, the Fund will tend to lose money if the value of the reference index or



16


security rises above the strike price. As the buyer of a put or call option, the Fund risks losing the entire premium invested if the value of the reference index or security is below (above) the call(put) strike at maturity.


Portfolio Turnover Risk: A higher portfolio turnover may result in higher transactional and brokerage costs associated with the turnover which may reduce the Fund’s return, unless the securities traded can be bought and sold without corresponding commission costs. Active trading of securities may also increase the Fund's realized capital gains or losses, which may affect the taxes you pay as a Fund shareholder.


Short Position Risk: The Fund may also take short positions, including shares of an ETF. A “short” position is, in effect, similar to a sale in which the Fund sells a security it does not own but, has borrowed in anticipation that the market price of the security will decline. The Fund must replace a short security position by purchasing it at the market price at the time of replacement. Therefore, the potential loss on a “short” position is unlimited.

 

Performance: Because the Fund has less than 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. Also, shareholder reports containing financial and performance information will be mailed to shareholders semi-annually.

 

Investment Adviser: Tactical Fund Advisors, LLC, located at 8316 Cornell Road, Cincinnati, Ohio 45249, as the investment adviser to the Fund. Under the terms of the management agreement, the Adviser, subject to the supervision of the Board, provides or arranges to be provided to the Fund such investment advice as its deems advisable and will furnish or arrange to be furnished a continuous investment program for the Fund consistent with the Fund’s investment objective and policies. As compensation for its management services, the Funds are obligated to pay the Adviser a fee computed and accrued daily and paid monthly at an annual rate of 1.30% of the average daily net assets of the Funds.

 

Sub-Adviser: The Fund’s sub-advisers invest the assets delegated to them by the Adviser as follows:


Anchor Capital Management Group Inc.(“Anchor Capital”) – Anchor Capital uses proprietary quantitative risk models to invest both long and/or short in domestic and foreign equity ETFs. Anchor Capital expects its allocation of the Fund’s assets to have equity exposure between -40% and 100%.


Exceed Advisory LLC (“Exceed Advisory”) – Exceed Advisory’s strategy is composed of an equity options component and a fixed income component. The options component uses call and put options on equity indices or broad-based equity ETFs in seeking to limit risk/return exposure to predetermined market levels. The fixed income component invests in investment grade fixed income securities for the purposes of generating income for the options strategy as well as collateral for the options.


Tuttle Tactical Management LLC (“Tuttle”) – Tuttle uses a proprietary market trend model to invest in a portfolio of domestic and international equity ETFs including leveraged and inverse ETFs. Depending on the sub-adviser’s model, its allocation may also be fully invested in ETFs that primarily invest in U.S. Treasury securities. The portfolio can also use volatility ETNs for hedging purposes and leveraged ETFs to take advantage of opportunities the sub-adviser sees in the market.



17


Investment Adviser: Tactical Fund Advisors, LLC

 

Sub-Advisers:

Anchor Capital Management Group, Inc.

Exceed Advisory LLC

    Tuttle Tactical Management, LLC


Investment Adviser Portfolio Manager: Drew Horter, Chief Executive Officer of the Adviser, has served the Fund as a portfolio manager since its inception in March 2019.

 

Sub-Adviser Portfolio Managers: Joseph Halpern, Managing Member of Exceed Advisory, has served the Fund as a portfolio manager since its inception in March 2019.


Matthew Tuttle, Managing Member and Chief Investment Officer of Tuttle, has served the Fund as a portfolio manager since its inception in March 2019.


Eric Leake, President of Anchor Capital and Garrett Waters, Chief Executive Officer of Anchor Capital have each served the Fund as a portfolio manager since its inception in March 2019.


Each portfolio manager is primarily and jointly responsible for the day-to-day management of the Fund


Purchase and Sale of Fund Shares:  You may purchase and redeem shares of the Fund on any day that the New York Stock Exchange is open for trading by written request, telephone, or through your broker. The Fund or the Adviser may waive any investment minimum.





Class

Minimum Investment

Initial

Subsequent

A

$500

$250

I

$500

$250

 

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.





18


ADDITIONAL INFORMATION ABOUT INVESTMENT OBJECTIVES AND PRINCIPAL INVESTMENT STRATEGIES

 

The investment objectives and principal strategies of each Fund are described in this section. Each Fund’s investment objective(s) is/are a non-fundamental policy and may be changed without shareholder approval by the Board of Trustees (the “Board”) upon 60 days written notice to shareholders. If a Fund’s investment objective is changed, the prospectus will be supplemented to reflect the new investment objective. There is no guarantee that a Fund will achieve its objective. Please see the statement of additional information (“SAI”) for additional information about the securities and investment strategies described in this prospectus and about additional securities and investment strategies that may be used by the Funds.


INVESTMENT OBJECTIVES

 

Fund

Investment Objective(s)

Tactical Conservative Allocation Fund

The Fund seeks to provide capital appreciation with a secondary objective of capital preservation.

Tactical Moderate Allocation Fund

The Fund seeks to provide a balance of protecting capital and growing capital.

Tactical Growth Allocation Fund

The Fund seeks to provide capital appreciation.

 

PRINCIPAL INVESTMENT STRATEGIES

 

Tactical Conservative Allocation Fund


The Fund seeks to provide capital appreciation, with a secondary objective of capital preservation. The Adviser delegates the day-to-day management of the Fund’s assets to multiple sub-advisers. The Adviser is responsible for the overall management of the Fund, overseeing the Fund’s sub-advisers and for determining the amount of the Fund’s assets that each sub-adviser will manage for the Fund. While the Adviser expects that each sub-adviser will manage a portion of the Fund’s assets at all times, the percentages of the Fund’s assets managed by each sub-adviser may vary from time to time.


The Fund may invest in domestic and foreign equities, equity-related securities such as options on equity indices or index ETFs, investment grade fixed income securities, ETFs that primarily invest in equities and/or fixed income securities and ETNs linked to the VIX (market volatility) index. ETFs that primarily invest in fixed income securities will include ETFs that invest in high-yield bonds (commonly known as “junk bonds”), investment grade corporate bonds, municipal securities and U.S. Treasury securities. The Fund may short shares of equity and fixed income ETFs.


Foreign equity securities or ETFs that the Fund may invest in may also include issuers from emerging market countries. The Fund considers emerging market countries to be those found in the MSCI EM Index. The Fund considers investment grade securities to be



19


those that are rated Baa3 or higher by Moody’s Investors Service, Inc. or BBB- or higher by S&P at the time of purchase.


Adviser’s Investment Process

 

The Fund seeks to provide capital appreciation. The Adviser delegates the day-to-day management of the Fund’s assets to multiple sub-advisers. The Adviser is responsible for the overall management of the Fund, overseeing the Fund’s sub-advisers and for determining the amount of the Fund’s assets that each sub-adviser will manage for the Fund. While the Adviser expects that each sub-adviser will manage a portion of the Fund’s assets at all times, the percentages of the Fund’s assets managed by each sub-adviser may vary from time to time.

 

The Adviser may select and delegate management of a Fund’s portfolio to one or more sub-advisers. The Adviser determines the various percentages of each Fund’s assets to be allocated among each of the sub-advisers and retains the ability to override a sub-adviser’s selection of securities if it believes an investment or allocation is not consistent with that Fund’s investment guidelines. The Adviser is also responsible for ongoing performance evaluation and monitoring of all sub-advisers.

 

While each sub-adviser is subject to the oversight of the Adviser, the Adviser will not attempt to coordinate or manage the day-to-day investments of the sub-advisers. Each sub-adviser has discretion to invest the portion of a Fund’s assets allocated to it by the Adviser as it deems appropriate, based on its particular philosophy, style, strategies and views.

 

Sub-Advisers and Strategies

 

Anchor Capital Management Group Inc.(“Anchor Capital”) – Anchor Capital uses proprietary quantitative risk models to invest both long and/or short in domestic and foreign equity and fixed income ETFs. Anchor Capital expects its allocation of the Fund’s assets to have equity exposure between -20% and 25% and fixed income exposure between -50% and 75%.


Exceed Advisory LLC (“Exceed Advisory”) – Exceed Advisory’s strategy is composed of an equity options component and a fixed income component. The options component uses call and put options on equity indices or broad-based equity ETFs in seeking to limit risk/return exposure to predetermined market levels. The fixed income component invests in investment grade fixed income securities for the purposes of generating income for the options strategy as well as collateral for the options.


Tuttle Tactical Management LLC (“Tuttle”) – Tuttle uses a proprietary market trend model to invest in a portfolio of dividend-paying domestic and international equities and equity ETFs including fixed income. Depending on the sub-advisers model, its allocation may also be fully invested in ETFs that primarily invest in U.S. Treasury securities. The sub-adviser may also use volatility-linked ETNs for hedging purposes.

 

Tactical Moderate Allocation Fund


The Fund seeks to provide capital appreciation. The Adviser delegates the day-to-day management of the Fund’s assets to multiple sub-advisers. The Adviser is responsible for the overall management of the Fund, overseeing the Fund’s sub-advisers and for



20


determining the amount of the Fund’s assets that each sub-adviser will manage for the Fund. While the Adviser expects that each sub-adviser will manage a portion of the Fund’s assets at all times, the percentages of the Fund’s assets managed by each sub-adviser may vary from time to time.


The Fund may invest in domestic and foreign equities, equity-related securities such as options on equity indices or index ETFs, investment grade fixed income securities, ETFs that primarily invest in equities and/or fixed income securities and ETNs linked to the VIX (market volatility) index. ETFs that primarily invest in fixed income securities will include ETFs that invest in high-yield bonds (commonly known as “junk bonds”), investment grade corporate bonds, municipal securities and U.S. Treasury securities. The Fund may short shares of equity and fixed income ETFs.


Foreign equity securities or ETFs that the Fund may invest in may also include issuers from emerging market countries. The Fund considers emerging market countries to be those found in the MSCI EAFE Index. The Fund considers investment grade securities to be those that are rated Baa3 or higher by Moody’s Investors Service, Inc. or BBB- or higher by S&P at the time of purchase.


Adviser’s Investment Process

 

The Adviser delegates the day-to-day management of the Fund’s assets to multiple sub-advisers. The Adviser is responsible for the overall management of the Fund, overseeing the Fund’s sub-advisers and for determining the amount of the Fund’s assets that each sub-adviser will manage for the Fund. While the Adviser expects that each sub-adviser will manage a portion of the Fund’s assets at all times, the percentages of the Fund’s assets managed by each sub-adviser may vary from time to time.

 

The Adviser may select and delegate management of a Fund’s portfolio to one or more sub-advisers. The Adviser determines the various percentages of each Fund’s assets to be allocated among each of the sub-advisers and retains the ability to override a sub-adviser’s selection of securities if it believes an investment or allocation is not consistent with that Fund’s investment guidelines. The Adviser is also responsible for ongoing performance evaluation and monitoring of all sub-advisers.

 

While each sub-adviser is subject to the oversight of the Adviser, the Adviser will not attempt to coordinate or manage the day-to-day investments of the sub-advisers. Each sub-adviser has discretion to invest the portion of a Fund’s assets allocated to it by the Adviser as it deems appropriate, based on its particular philosophy, style, strategies and views.

 

Sub-Advisers and Strategies

 

Anchor Capital uses proprietary quantitative risk models to invest both long and/or short in domestic and foreign equity and fixed income ETFs. Anchor Capital expects its allocation of the Fund’s assets to have equity exposure between -25% and 50% and fixed income exposure between -50% and 50%.


Exceed Advisory’s strategy is composed of an equity options component and a fixed income component. The options component uses call and put options on equity indices or broad-based equity ETFs in seeking to limit risk/return exposure to predetermined market levels. The fixed income component invests in investment grade fixed income securities for the purposes of generating income for the options strategy as well as collateral for the options.



21


Tuttle uses a proprietary market trend model to invest in a portfolio of domestic and international equities and equity ETFs including leveraged, inverse, and fixed income ETFs. Depending on the sub-adviser’s model, its allocation may also be fully invested in ETFs that primarily invest in U.S. Treasury securities. The sub-adviser may also use volatility-linked ETNs for hedging purposes.


Tactical Growth Allocation Fund


The Fund seeks to provide capital appreciation. The Adviser delegates the day-to-day management of the Fund’s assets to multiple sub-advisers. The Adviser is responsible for the overall management of the Fund, overseeing the Fund’s sub-advisers and for determining the amount of the Fund’s assets that each sub-adviser will manage for the Fund. While the Adviser expects that each sub-adviser will manage a portion of the Fund’s assets at all times, the percentages of the Fund’s assets managed by each sub-adviser may vary from time to time.


The Fund may invest in domestic and foreign equities, equity-related securities such as options on equity indices or index ETFs, investment grade fixed income securities, ETFs that primarily invest in equities and/or investment grade fixed income securities and ETNs linked to the VIX (market volatility) index. ETFs that the Fund may invest in include leveraged ETFs. The Fund may short shares of equity and fixed income ETFs.


Foreign equity securities or ETFs that the Fund may invest in may also include issuers from emerging market countries. The Fund considers emerging market countries to be those found in the MSCI EAFE Index. The Fund considers investment grade securities to be those that are rated Baa3 or higher by Moody’s Investors Service, Inc. or BBB- or higher by S&P at the time of purchase.

 

Adviser’s Investment Process


The Adviser delegates the day-to-day management of the Fund’s assets to multiple sub-advisers. The Adviser is responsible for the overall management of the Fund, overseeing the Fund’s sub advisers and for determining the amount of the Fund’s assets that each sub-adviser will manage for the Fund. While the Adviser expects that each sub-adviser will manage a portion of the Fund’s assets at all times, the percentages of the Fund’s assets managed by each sub-adviser may vary from time to time.


The Adviser may select and delegate management of a Fund’s portfolio to one or more sub-advisers. The Adviser determines the various percentages of each Fund’s assets to be allocated among each of the sub-advisers and retains the ability to override a sub-adviser’s selection of securities if it believes an investment or allocation is not consistent with that Fund’s investment guidelines. The Adviser is also responsible for ongoing performance evaluation and monitoring of all sub-advisers.


While each sub-adviser is subject to the oversight of the Adviser, the Adviser will not attempt to coordinate or manage the day-to-day investments of the sub-advisers. Each sub-adviser has discretion to invest the portion of a Fund’s assets allocated to it by the Adviser as it deems appropriate, based on its particular philosophy, style, strategies and views.






22


Sub-Advisers and Strategies


Anchor Capital uses proprietary quantitative risk models to invest both long and/or short in domestic and foreign equity ETFs. Anchor Capital expects its allocation of the Fund’s assets to have equity exposure between -40% and 100%.


Exceed Advisory’s strategy is composed of an equity options component and a fixed income component. The options component uses call and put options on equity indices or broad-based equity ETFs in seeking to limit risk/return exposure to predetermined market levels. The fixed income component invests in investment grade fixed income securities for the purposes of generating income for the options strategy as well as collateral for the options.


Tuttle uses a proprietary market trend model to invest in a portfolio of domestic and international and equity ETFs including leveraged and inverse ETFs. Depending on the sub-adviser’s model, its allocation may also be fully invested in ETFs that primarily invest in U.S. Treasury securities. The portfolio can also use volatility ETNs for hedging purposes and leveraged ETFs to take advantage of opportunities the sub-adviser sees in the market.


INFORMATION APPLICABLE TO ALL FUNDS


Temporary Defensive Investments: To respond to adverse market, economic, political or other conditions, a Fund may invest 100% of its total assets, without limitation, in high-quality short-term debt securities and money market instruments. Such investments may be inconsistent with a Fund’s principal investment strategies. 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 a Fund is in a defensive position, the Fund may not be able to achieve its investment objective.


Exemptive Order: The Adviser, on behalf of itself and on behalf of the Funds, has requested that the SEC grant an order that allows the adviser to hire a sub-adviser or sub-advisers without shareholder approval (the “Order”). However, if the adviser hires a sub-adviser that is to be paid directly by a Fund rather than by the Adviser out of its compensation, shareholder approval will be required. Until that Order is granted, shareholder approval is required if the Adviser hires a sub-adviser or sub-advisers. However, there is no guarantee that the Order will be issued.

 

DESCRIPTION OF PRINCIPAL INVESTMENT RISKS


The following risks may apply to a Fund’s direct investments as well the Fund’s indirect risks through investing in other registered funds:

 

Credit Risk: Credit Risk is the risk that an issuer of a security will fail to pay principal and interest in a timely manner, reducing a Fund’s total return. A Fund may invest in high-yield, high-risk securities commonly called “junk bonds”, that are not investment grade and are generally considered speculative because they present a greater risk of loss, including default, than higher quality debt securities. Credit risk may be substantial for a Fund.




23


Equity Risk: Equity securities are susceptible to general stock market fluctuations and to volatile increases and decreases in value. The equity securities held by a 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.


Emerging Markets Risk: A Fund may invest in countries with newly organized or less developed securities markets. There are typically greater risks involved in investing in emerging markets securities. Generally, economic structures in these countries are less diverse and mature than those in developed countries and their political systems tend to be less stable. Emerging market economies may be based on only a few industries, therefore security issuers, including governments, may be more susceptible to economic weakness and more likely to default. Emerging market countries also may have relatively unstable governments, weaker economies, and less-developed legal systems with fewer security holder rights. Investments in emerging markets countries may be affected by government policies that restrict foreign investment in certain issuers or industries. The potentially smaller size of their securities markets and lower trading volumes can make investments relatively illiquid and potentially more volatile than investments in developed countries, and such securities may be subject to abrupt and severe price declines. Due to this relative lack of liquidity, the Fund may have to accept a lower price or may not be able to sell a portfolio security at all.  An inability to sell a portfolio position can adversely affect a Fund’s value or prevent the Fund from being able to meet cash obligations or take advantage of other investment opportunities.


Exchange Traded Fund Risk: The Funds may invest in ETFs as part of its principal investment strategies. ETFs are subject to investment advisory and other expenses, which will be indirectly paid by a Fund. As a result, your cost of investing in a Fund will be higher than the cost of investing directly in ETFs and may be higher than other mutual funds that invest directly in stocks and bonds. ETFs are listed on national stock exchanges and are traded like stocks listed on an exchange. ETF shares may trade at a discount to or a premium above net asset value if there is a limited market in such shares. ETFs are also subject to brokerage and other trading costs, which could result in greater expenses to a Fund. Because the value of ETF shares depends on the demand in the market, the adviser or sub-adviser (as applicable) may not be able to liquidate the Fund’s holdings at the most optimal time, adversely affecting performance. Each ETF is subject to specific risks, depending on the nature of its investment strategy. These risks could include liquidity risk, sector risk and emerging market risk. In addition, ETFs that use derivatives may be subject to counterparty risk, liquidity risk, and other risks commonly associated with investments in derivatives. ETFs in which the Funds invest will not be able to replicate exactly the performance of the indices they track, if any, 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 ETFs in which the Funds invest will incur expenses not incurred by their applicable indices. Certain securities comprising the indices tracked by the ETFs may, from time to time, temporarily be unavailable, which may further impede the ETFs’ ability to track their applicable indices.


Leveraged ETF Risk: Investing in leveraged ETFs will amplify a Fund’s gains and losses. Most leveraged ETFs “reset” daily. Due to the effect of compounding, their performance over longer periods of time can differ significantly from the performance of their underlying index or benchmark during the same period of time.




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Exchange Traded Note Risk: Similar to ETFs, owning an ETN generally reflects the risks of owning the assets that comprise the underlying market benchmark or strategy that the ETN is designed to reflect. ETNs also are subject to issuer and fixed-income risk.

Foreign Risk: To the extent a Fund invest in foreign securities, a Fund could be subject to greater risks because a 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, a Fund may be exposed to greater risk and will be more dependent on the adviser's ability to assess such risk than if a Fund.


High Yield 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 a 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 a Fund’s share price.

 
Interest Rate Risk: Interest rate risk is the risk that bond prices overall, including the prices of securities held by a Fund, will decline over short or even long periods of time due to rising interest rates. Bonds with longer maturities tend to be more sensitive to interest rates than bonds with shorter maturities. For example, if interest rates go up by 1.0%, the price of a 4% coupon bond will decrease by approximately 1.0% for a bond with 1 year to maturity and approximately 4.4% for a bond with 5 years to maturity.


Inverse ETF Risk: Investing in inverse ETFs may result in increased volatility due to the possible use of short sales of securities and derivatives such as options and futures. The use of leverage by an ETF increases risk to a Fund. The more a Fund invests in leveraged instruments, the more the leverage will magnify any gains or losses on those investments. During periods of increased volatility, inverse ETFs may not perform in the manner they are designed.


Management Risk: The Adviser’s reliance on its strategy and its judgments about the value and potential appreciation securities in which a Fund invests may prove to be incorrect, including the Adviser’s tactical allocation of the Fund’s portfolio among its



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sub-advisers. Additionally, the Adviser’s judgments about the potential performance of the sub-advisers may also prove incorrect and may not produce the desired results.  


Model Risk: Like all quantitative analysis, the sub-advisers’ investment models carry a risk that the mathematical models used might be based on one or more incorrect assumptions. Rapidly changing and unforeseen market dynamics could also lead to a decrease in short term effectiveness of the sub-advisers’ mathematical models. No assurance can be given that a Fund will be successful under all or any market conditions.


Options Risk: A Fund may lose the entire put (call) option premium paid if the underlying security does not decrease (increase) in value at expiration. Put and call options may not be an effective hedge because they may have imperfect correlation to the value of the Fund’s portfolio securities. Purchased put and call options may decline in value due to changes in price of the underlying security, passage of time and changes in volatility. Written call and put options may limit the Fund's participation in equity market gains and may magnify the losses if the price of the written option instrument increases in value between the date when a Fund writes the option and the date on which the Fund purchases an offsetting position. A Fund will incur a loss as a result of a written options (also known as a short position) if the price of the written option instrument increases in value between the date when a Fund writes the option and the date on which a Fund purchases an offsetting position.


Portfolio Turnover Risk:   Increased portfolio turnover may result in higher brokerage commissions, dealer mark-ups and other transaction costs and may result in taxable capital gains. Portfolio turnover refers to the rate at which the Underlying Funds held by a Fund are bought and sold. The higher the rate, the higher the transactional and brokerage costs associated with turnover, which may reduce a Fund’s returns, unless the securities traded can be bought and sold without significant transaction or commission costs or redemption fees. 


Short Position Risk: If a security or other instrument sold short increases in price, a Fund may have to cover its short position at a higher price than the short sale price, resulting in a loss. A Fund may have substantial short security positions and must borrow those securities to make delivery to the buyer. A Fund may not be able to borrow a security that it needs to deliver or it may not be able to close out a short position at an acceptable price and may have to sell related long positions before it had intended to do so. Thus, a Fund may not be able to successfully implement its short sale strategy due to limited availability of desired securities or for other reasons.

 

A Fund also may be required to pay a commission and other transaction costs, which would increase the cost of the security sold short. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of the commission, dividends, interest or expenses the Fund may be required to pay in connection with the short sale.


Until a Fund replaces a borrowed security, it is required to maintain a segregated account of cash or liquid assets with a broker or custodian to cover the Fund’s short position. Generally, securities held in a segregated account cannot be sold unless they are replaced with other liquid assets. A Fund’s ability to access the pledged collateral may also be impaired in the event the broker fails to comply with the terms of the contract. In such instances a Fund may not be able to substitute or sell the pledged collateral.




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Additionally, a Fund must maintain sufficient liquid assets (less any additional collateral pledged to the broker), marked-to-market daily, to cover the short sale obligations. This may limit a Fund’s investment flexibility, as well as its ability to meet redemption requests or other current obligations.

 

Because losses on short sales arise from increases in the value of the security sold short, such losses are theoretically unlimited. By contrast, a loss on a long position arises from decreases in the value of the security and is limited by the fact that a security's value cannot go below zero.  

Portfolio Holdings Disclosure: A description of each Fund’s policies regarding the release of portfolio holdings information is available in the Funds’ SAI. The Funds may, from time to time, make available month-end portfolio holdings information on the website www.tacticalfundadvisors.com, which may also include information about a Fund’s investments in securities and other investments. If month-end portfolio holdings information is posted to the website, the information is expected to be approximately 30 days old and remain available until new information for the next month is posted. Shareholders may request publicly available portfolio holdings schedules at no charge by calling 1-800-869-1679. The Adviser may make available certain information about each Fund’s portfolio prior to the public dissemination of portfolio holdings, including, but not limited to, a Fund’s portfolio characteristics data; currency and sector exposures; a Fund’s asset  class and instrument exposures; and a Fund’s performance attribution, by posting such information on the website www.tacticalfundadvisors.com or upon reasonable request made to the Fund or the Adviser.

 

Cybersecurity: The computer systems, networks and devices used by each 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 each Fund and its service providers, systems, networks, or devices potentially can be breached. A 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 a Fund’s business operations, potentially resulting in financial losses; interference with the Fund’s ability to calculate their NAV; 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 Funds invest; counterparties with which the Funds engage 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.

 



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MANAGEMENT

 

Investment Adviser: Tactical Fund Advisors, LLC, serves as investment adviser to the Funds.  Subject to the authority of the Board, the Adviser is responsible for management of each Fund’s investment portfolio including through the sub-adviser. The Adviser is responsible for selecting each Fund’s sub-adviser and assuring that investments are made according to the Fund’s investment objective, policies and restrictions. Additionally, the Adviser is responsible for conducting initial and ongoing independent evaluation of asset allocation, Underlying Pools and their managers, selection of swap or structured note counterparties, and oversight of the sub-adviser’s fixed income investments. The Adviser was established in June 2018 for the purpose of advising mutual funds. As of February 25, 2019, the Adviser had no assets under management.   

 

Pursuant to an advisory agreement between each Fund and the Adviser, the Adviser is entitled to receive, on a monthly basis, an annual advisory fee equal to a percentage of each Funds’ average daily net assets in accordance with an advisory fee schedule which includes breakpoints according to the table below.

  

Fund

Advisory Fee

Tactical Conservative Allocation Fund

1.30%

Tactical Moderate Allocation Fund

1.30%

Tactical Growth Allocation Fund

1.30%

 

The Adviser has contractually agreed to reduce its fees and/or absorb expenses of each Fund as described in the Fund Summary, until at least May 31, 2020, to ensure the total Fund operating expenses after fee waiver and reimbursement (exclusive of (i) any front-end or contingent deferred loads; (ii) brokerage fees and commissions; (iii) acquired fund fees and expenses; (iv) fees and expenses associated with investments in other collective investment vehicles or derivative instruments (including for example option and swap fees and expenses); (v) borrowing costs (such as interest and dividend expense on securities sold short); (vi) taxes; (vii) expenses incurred in connection with any merger or reorganization; and (viii) 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 2.00% and 1.75% of the Fund assets attributable to Class A shares and Class I shares, respectively. Waived fees and absorbed expenses are subject to possible recoupment from the Funds 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. This agreement may be terminated only by the Trust’s Board, on 60 days written notice to the Adviser. Fee waiver and reimbursement arrangements can decrease the Fund’s expenses and boost its performance.

 

A discussion regarding the basis for the Board approval of the advisory agreement with respect to the Funds will be available in the Funds’ annual shareholder report.

 





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INVESTMENT ADVISER PORTFOLIO MANAGER

 

Drew K Horter, CFP, CEO

Drew K. Horter is Chief Executive Officer and Chief Investment Strategist of Tactical Fund Advisors, LLC. Mr. Horter has been in financial services since 1982, and is a licensed insurance professional. He has extensive industry knowledge as an Investment Advisor Representative, and has previously held FINRA securities licenses that include the Series 6, 7, 22 and 63. In 1991 Drew founded Horter Investment Management, an SEC-registered investment advisory firm.  

 

Mr. Horter is a g r aduate of the University of Cincinnati with a degree in Economics.  


INVESTMENT SUB-ADVISER PORTFOLIO MANAGERS


Garrett Waters

Garrett Waters is Chief Executive Officer to Anchor Capital. Before joining Anchor Capital in 2009, Garrett began his investment career in New York City with J.P. Morgan Investment Management within its Institutional Investment Management division, then as a principal with Barclays Global Investors. Mr. Waters was involved in institutional and private fund management with Hollencrest Capital Management in 2001 and Pacific Financial Advisers.  Mr. Waters is a graduate of Villanova University with a degree in business.


Eric Leake

Eric Leake is President and Chief Investment Officer to Anchor Capital. Mr. Leake is a level II Chartered Market Technician, member of the Market Technicians Association (MTA), American Association of Professional Technical Analysts (AAPTA), National Association of Active Investment Managers (NAAIM), and former advisory board member to Rydex Financial Services, LLC. Mr. Leake attended Azusa Pacific University majoring in Communications.


Joseph Halpern

As CEO of Exceed Advisory, LLC, Mr. Halpern is responsible for setting and managing the overall direction of the firm. Mr. Halpern founded Exceed in 2013. Prior to founding Exceed Advisory, Joseph was a director at Lamco, the asset management division of Lehman Brothers Holdings Inc. where he headed the exotic derivatives commodities book, was chief negotiator on a number of global bank settlements and was a lead member of a task force on structured products.


Matthew Tuttle

Matthew Tuttle is a Certified Financial Planner® professional. He has been the Chief Executive Officer and Chief Investment Officer of Tuttle Tactical Management, LLC since starting the firm in 2012. Mr. Tuttle has an Masters in Business Administration in Finance from Boston University.


HOW FUND SHARES ARE PRICED


A Fund’s assets are generally valued at their market value using market quotations. A Fund may use pricing services to determine market value. If market prices are not available or, in the adviser’s opinion, market prices do not reflect fair value, or if an event occurs after the close of trading on the domestic or foreign exchange or market on which the security is principally traded (but prior to the time the NAV is calculated) that



29


materially affects fair value, the Adviser will value the Fund’s assets at their fair value according to policies approved by the Funds’ Board. For example, if trading in a portfolio security is halted and does not resume before a Fund calculates its NAV, the Adviser may need to price the security using a Fund’s fair value pricing guidelines. Without a fair value price, short term traders could take advantage of the arbitrage opportunity and dilute the NAV of long term investors. Securities trading on overseas markets present time zone arbitrage opportunities when events affecting portfolio security values occur after the close of the overseas market, but prior to the close of the U.S. market. Fair valuation of a 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 a Fund’s NAV by short term traders. Fair valuation involves subjective judgments and it is possible that the fair value determined for a security may differ materially from the value that could be realized upon the sale of the security. A Fund may invest in ETFs and other investment companies (“Underlying Funds”). The Fund’s NAV is calculated based, in part, upon the market prices of the Underlying Funds in its portfolio, and the prospectuses of those companies explain the circumstances under which they will use fair value pricing and the effects of using fair value pricing. Because foreign securities trade on days when the Fund’s shares are not priced, the value of securities held by the Fund can change on days when the Fund’s shares cannot be purchased or redeemed.

 

HOW TO PURCHASE SHARES

 

Share Classes

 

This Prospectus describes two classes of shares offered by each Fund: Class A and Class I. Under this Prospectus, each Fund offers two 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 the share classes are sales charges, ongoing fees and minimum initial investment. Class A shares pay an annual distribution fee of 0.25% of average daily net assets attributable to those share classes for distribution and shareholder servicing expenses pursuant to the Trust’s Master Distribution and Shareholder Servicing Plans adopted pursuant to Rule 12b-1. For information on ongoing distribution fees, see Distribution (12b-1) and Shareholder Servicing Fees on page 37 of this Prospectus. Each class of shares in a Fund represents interest in the same portfolio of investments within a Fund. There is no investment minimum on reinvested distributions and a Fund may change investment minimums at any time. Each Fund reserves the right to waive sales charges, as described below, and investment minimums. Each Fund reserves the right to waive all sales charges and investment minimums. All share classes may not be available for purchase in all states.


Class A Shares

 

Class A shares are offered at their public offering price and are subject to 12b-1 distribution fee of 0.25% on an annualized basis of the average daily net assets of Class A shares. The 12b-1 fees are accrued and paid monthly. 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 minimum initial investment in Class A shares of a Fund is $500 for all accounts. The minimum subsequent investment in Class A shares of a Fund is $250 for all accounts.   




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Class I Shares

 

Class I shares of each Fund are sold at NAV and are not subject to 12b-1 distribution fees, but have a higher minimum initial investment than Class A shares. This means that 100% of your initial investment is placed into shares of the Fund. Unless otherwise waived by a Fund, Class I shares require a minimum initial investment of $500 and the minimum subsequent investment is $250. Class I shares are offered to investment and institutional clients of the Fund’s Adviser and its affiliates, to certain persons affiliated with the Adviser, to certain of the Funds’ service providers, and to clients of financial institutions or intermediaries (i) that charge such clients an ongoing fee for advisory, investment, consulting or similar fee-based charges for financial services or (ii) that have entered into an agreement with the Funds’ distributor to offer Class I shares through a no-load network or platform.

 

Exchanges for Class I Shares

 

Holders of Class A shares issued by a Fund may exchange their shares for Class I shares provided that they: (1) hold their shares through a Selling Broker or other financial intermediary or institution that has a distribution agreement with the Fund’s distributor to offer Class I shares and which authorizes such an exchange; and (2) are otherwise eligible to invest in Class I shares in accordance with the terms of this Prospectus. Any such exchange is subject to the Funds’ discretion to accept or reject the exchange. For federal income tax purposes, an exchange of Class A shares for Class I shares within the same Fund will not result in the recognition of a capital gain or loss.

 

Factors to Consider When Choosing a Share Class: When deciding which class of shares of a Fund to purchase, you should consider your investment goals, present and future amounts you may invest in a 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 each Fund’s expenses over time in the Fees and Expenses of the Fund section for a Fund 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.

 

Opening an Account: Each Fund is a separate series of Collaborative Investment Series Trust (the “Trust”), and you may purchase shares directly from a Fund. You also may purchase shares through a brokerage firm or other intermediary that has contracted with the Trust to sell shares of a Fund. You may be charged a separate fee by the brokerage firm or other intermediary through whom you purchase shares.


If you are investing directly in a Fund for the first time, please call the Funds’ transfer agent at 1-800-869-1679 to request a Shareholder Account Application. You will need to establish an account before investing. Be sure to sign up for all the account options that you plan to take advantage of. For example, if you would like to be able to redeem your shares by telephone, you should select this option on your Shareholder Account Application. Doing so when you open your account means that you will not need to complete additional paperwork later.


Your investment in a Fund should be intended as a long-term investment vehicle. The Funds are not designed to provide you with a means of speculating on the short-term fluctuations in the stock market. The Funds reserve the right to reject any purchase request that it regards as disruptive to the efficient management of the Funds, which



31


includes investors with a history of excessive trading. The Funds also reserve the right to stop offering shares at any time.


To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. This means that when you open an account, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We also may ask for other identifying documents or information, and may take additional steps to verify your identity. We may not be able to open your account or complete a transaction for you until we are able to verify your identity.


If you have any questions regarding the Funds, please call 1-800-869-1679.


You may buy shares on any “business day.” Business days are Monday through Friday, other than days the New York Stock Exchange (NYSE) is closed, including the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas Day.


Shares of the Funds are sold at NAV. The NAV generally is calculated as of the close of trading on the NYSE every day the NYSE is open. The NYSE normally closes at 4:00 p.m. Eastern Time (“ET”). Each Fund’s NAV is calculated by taking the total value of the Fund’s assets, subtracting its liabilities, and then dividing by the total number of shares outstanding, rounded to the nearest cent.


If you are purchasing directly from the Trust, send the completed Shareholder Account Application and a check payable to the applicable Fund in which you are investing to the following address:


Collaborative Investment Series Trust

c/o Mutual Shareholder Services, LLC

8000 Town Centre Drive, Suite 400

Broadview Heights, OH 44147-4031


Purchase orders received in “proper form” by the Funds’ transfer agent before the close of trading on the NYSE will be effective at the NAV next calculated after your order is received. On occasion, the NYSE closes before 4:00 p.m. ET. When that happens, purchase orders received after the NYSE closes will be effective the following business day.


To be in proper form, the purchase order must include:


 

Fund name and account number;

 

Account name(s) and address;

 

The dollar amount or number of shares you wish to purchase.


The Funds may limit the amount of purchases and refuse to sell to any person.

 

Method of Payment . All purchases (both initial and subsequent) must be made in U.S. dollars and checks must be drawn on U.S. banks. Cash, credit cards and third party checks will not be accepted. Third party checks and checks drawn on a non-U.S. financial institution will not be accepted, even if payment may be effected through a U.S. financial



32


institution. Checks made payable to any individual or company and endorsed to Collaborative Investment Series Trust or the Fund are considered third-party checks.

 

A $20 fee will be charged against your account for any payment check returned to the transfer agent or for any incomplete electronic funds transfer, or for insufficient funds, stop payment, closed account or other reasons. If a check does not clear your bank or the Funds are unable to debit your pre-designated bank account on the day of purchase, each Fund reserves the right to cancel the purchase. If your purchase is canceled, you will be responsible for any losses or fees imposed by your bank and losses that may be incurred as a result of a decline in the value of the canceled purchase. The Funds (or a Fund’s agent) each have the authority to redeem shares in your account(s) to cover any losses due to fluctuations in share price. Any profit on such cancellation will accrue to the Fund.

 

If you choose to pay by wire, you must call the Funds’ transfer agent, at 1-800-869-1679 to set up your account, to obtain an account number, and obtain instructions on how to complete the wire transfer.

 

Wire orders will be accepted only on a day on which the Funds’ custodian and transfer agent are open for business. A wire purchase will not be considered made until the wired money and the purchase order are received by the Funds. Any delays that may occur in wiring money, including delays that may occur in processing by the banks, are not the responsibility of the Funds or their transfer agent. The Funds presently do not charge a fee for the receipt of wired funds, but the Funds may charge shareholders for this service in the future.

 

AUTOMATIC INVESTMENT PLANS


By completing the Automatic Investment Plan section of the account application, you may make automatic monthly investments ($100 minimum per purchase) from your bank or savings account.


OTHER PURCHASE INFORMATION


If your wire does not clear, you will be responsible for any loss incurred by the Funds.  If you are already a shareholder, the Funds can redeem shares from any identically registered account in the Funds as reimbursement for any loss incurred.  You may be prohibited or restricted from making future purchases in the Funds.


The Funds may authorize certain brokerage firms and other intermediaries (including its designated correspondents) to accept purchase and redemption orders on its behalf. The Funds are deemed to have received an order when the authorized person or designee receives the order, and the order is processed at the NAV next calculated thereafter. It is the responsibility of the brokerage firm or other intermediary to transmit orders promptly to the Funds’ transfer agent.

 

HOW TO REDEEM SHARES

 

Redeeming Shares: You may redeem your shares on any business day. Redemption orders received in proper form by the Funds’ transfer agent or by a brokerage firm or other intermediary selling Fund shares before 4:00 p.m. ET (or before the NYSE closes if



33


the NYSE closes before 4:00 p.m. ET) will be processed at that day’s NAV. Your brokerage firm or intermediary may have an earlier cut-off time.


“Proper form” means your request for redemption must:


     Include the Fund name and account number;

     Include the account name(s) and address;

     State the dollar amount or number of shares you wish to redeem; and

     Be signed by all registered share owner(s) in the exact name(s) and any special

        capacity in which they are registered.


The Funds may require that the signatures be guaranteed if the mailing address of the account has been changed within 30 days of the redemption request. The Funds also may require that signatures be guaranteed for redemptions of $25,000 or more. Signature guarantees are for the protection of shareholders. You can obtain a signature guarantee from most banks and securities dealers, but not from a notary public. All documentation requiring a signature guarantee must utilize a New Technology Medallion stamp. For joint accounts, both signatures must be guaranteed. Please call the transfer agent at 1-800-869-1679 if you have questions regarding signature guarantees. At the discretion of the Funds, you may be required to furnish additional legal documents to insure proper authorization. The Funds will not make checks payable to any person other than the shareholder(s) of record.


Shares of the Funds may be redeemed by mail or telephone. You may receive redemption payments in the form of a check or federal wire transfer. A wire transfer fee of $20 will be charged to defray custodial charges for redemptions paid by wire transfer. Any charges for wire redemptions will be deducted from your account by redemption of shares. If you redeem your shares through a brokerage firm or other intermediary, you may be charged a fee by that institution.


REDEEMING BY MAIL

You may redeem any part of your account in the Funds by mail at no charge.  Your request, in proper form, should be addressed to:


Collaborative Investment Series Trust

c/o Mutual Shareholder Services, LLC

8000 Town Centre Drive, Suite 400

Broadview Heights, OH 44147-4031


TELEPHONE REDEMPTIONS

You may redeem any part of your account in a Fund by calling the transfer agent at 1-800-869-1679. You must first complete the Optional Telephone Redemption and Exchange section of the investment application to institute this option. The Funds, the transfer agent and the custodian are not liable for following redemption instructions communicated by telephone to the extent that they reasonably believe the telephone instructions to be genuine. However, if they do not employ reasonable procedures to confirm that telephone instructions are genuine, they may be liable for any losses due to unauthorized or fraudulent instructions. Procedures employed may include recording telephone instructions and requiring a form of personal identification from the caller.

 

The Funds may terminate the telephone redemption procedures at any time. During periods of extreme market activity it is possible that shareholders may encounter some



34


difficulty in telephoning the Funds although neither the Funds nor the transfer agent has ever experienced difficulties in receiving and responding to telephone requests for redemptions or exchanges in a timely fashion.  If you are unable to reach the Funds by telephone, you may request a redemption or exchange by mail.

 

REDEMPTIONS IN KIND


The Funds reserve the right to honor requests, in regular and stressed market conditions, for redemption or repurchase orders made by a shareholder during any 90-day period by making payment in whole or in part in portfolio securities (“redemption in kind”) on the amount of such a request that is large enough to affect operations (that is, on the amount of the request that is greater than the lesser of $250,000 or 1% of a Fund’s net assets at the beginning of the 90-day period).  In-kind redemptions of a Fund’s shares will be redeemed pro rata to the extent that doing so is reasonable and in the best interests of a Fund and its shareholders. The securities will be chosen by a Fund and valued using the same procedures as used in calculating a Fund’s NAV. A shareholder may incur transaction expenses in converting these securities to cash.


ADDITIONAL REDEMPTION INFORMATION


If you are not certain of the redemption requirements, please call the transfer agent at 1-800-869-1679. Redemptions specifying a certain date or share price cannot be accepted and will be returned. The Funds typically expect that it will take up to 5 days following the receipt of your redemption request to pay out redemption proceeds by check or electronic transfer. The Funds 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. You may be assessed a fee if a Fund incurs bank charges because you request that the Fund re-issue a redemption check. Also, when the NYSE is closed (or when trading is restricted) for any reason other than its customary weekend or holiday closing or under any emergency circumstances, as determined by the SEC, the Funds may suspend redemptions or postpone payment dates.


Low Balances : Because the Funds incur certain fixed costs in maintaining shareholder accounts, a Fund may require that you redeem all of your shares in a Fund upon 30 days written notice if the value of your shares in a Fund is less than $1,000 due to redemption, or such other minimum amount as a Fund may determine from time to time. You may increase the value of your shares in a Fund to the minimum amount within the 30-day period. All shares of a Fund also are subject to involuntary redemption if the Board determines to liquidate a Fund. An involuntary redemption will create a capital gain or a capital loss, which may have tax consequences to you and about which you should consult your tax adviser.


FREQUENT PURCHASES AND REDEMPTIONS OF FUND SHARES

 

The Funds discourage and do not accommodate market timing. Frequent trading into and out of a Funds 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 Funds are designed for long-term investors and are not intended for market timing or other disruptive trading activities. Accordingly, the Funds’ Board has approved policies that seek to curb these disruptive activities while



35


recognizing that shareholders may have a legitimate need to adjust their Fund investments as their financial needs or circumstances change. The Funds currently uses several methods to reduce the risk of market timing. These methods include:


·       Committing staff to review, on a continuing basis, recent trading activity in  

        order to identify trading activity that may be contrary to the Funds’ “Market   

        Timing Trading Policy”,

·       Rejecting or limiting specific purchase requests,

·       Rejecting purchase requests from certain investors, and

 

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

 

The Funds reserve 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 advisor) from opening new accounts with the Fund.

 

Although the Funds attempt 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 Funds will be able to identify or limit these activities. Omnibus account arrangements are common forms of holding shares of a Fund. While the Funds will encourage financial intermediaries to apply the Funds’ Market Timing Trading Policy to their customers who invest indirectly in a Fund, a Fund is limited in its ability to monitor the trading activity or enforce a Fund’s Market Timing Trading Policy with respect to customers of financial intermediaries. For example, should it occur, a 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, a Fund may not be able to determine whether trading by customers of financial intermediaries is contrary to the Funds’ Market Timing Trading Policy. Brokers maintaining omnibus accounts with the Funds have agreed to provide shareholder transaction information to the extent known to the broker to the Funds upon request. If a 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.

 




36


TAXES

 

In general, selling shares of the Funds and receiving distributions (whether reinvested or taken in cash) are taxable events. Depending on the purchase price and the sale price, you may have a gain or a loss on any shares sold. Any tax liabilities generated by your transactions or by receiving distributions are your responsibility. The Funds anticipate that distributions will be primarily taxed as ordinary income. You may want to avoid making a substantial investment when a Fund is about to make a taxable distribution because you would be responsible for any taxes on the distribution regardless of how long you have owned your shares. The Funds may produce capital gains even if they do not have income to distribute and performance has been poor.

 

Early each year, the Funds will mail to you a statement setting forth the federal income tax information for all distributions made during the previous year. If you do not provide your taxpayer identification number, your account will be subject to backup withholding.

 

The tax considerations described in this section do not apply to tax-deferred accounts or other non-taxable entities. Because each investor’s tax circumstances are unique, please consult with your tax adviser about your investment.

 

DISTRIBUTION OF SHARES

 

Distributor:   Arbor Court Capital, LLC (“Arbor Court”), 8000 Towne Center Drive, Suite 400, Broadview Heights, Ohio 44147 is the distributor for the shares of the Funds. Arbor Court is a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”“). Shares of the Funds are offered on a continuous basis.

 

Distribution (12b-1) and Shareholder Servicing Fees:   The Trust, with respect to the Funds, has adopted the Trust’s Master Distribution and Shareholder Servicing Plans for each of Class A, respectively (the “Plan”), pursuant to Rule 12b-1 of the 1940 Act, pursuant to which each Fund may pay the Funds’ distributor an annual fee for distribution and shareholder servicing expenses as indicated in the following table of a Fund’s average daily net assets attributable to the respective class of shares.  Class I does not have a Plan.

 

12b-1 Fee

Class A

Tactical Conservative Allocation Fund

0.25%

Tactical Moderate Allocation Fund

0.25%

Tactical Growth Allocation Fund

0.25%

 

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 a 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 a 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



37


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 Funds’ Adviser and its affiliates may each, at its own expense and out of its own assets including their legitimate profits from Fund-related activities (and not as an additional charge to any Fund), provide additional cash payments to financial intermediaries who sell shares of a Fund. Financial intermediaries include broker-dealers, financial advisers, 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.  Certain administrative fees, such as sub-transfer agency or sub-administrative fees, may be payable by a Fund. Marketing support may include access to sales meetings, sales representatives and financial intermediary management representatives, inclusion of a 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.

 

Such payments may provide incentives for such parties to make shares of a Fund available to their customers, and may allow the Fund greater access to such parties and their customers than would be the case if no payments were paid. Such access advantages include, but are not limited to, placement of a Fund on a list of mutual funds offered as investment options to the financial intermediary’s customers; access to the financial intermediary’s registered representatives and/or ability to assist in training and educating the financial intermediary’s registered representatives. These payment arrangements will not change the price an investor pays for shares of a Fund or the amount that a Fund receives to invest on behalf of the investor.

 

The Adviser does not direct the Funds’ portfolio securities transactions, or otherwise compensate broker-dealers in connection with the Funds’ portfolio transactions, in consideration of sales of Fund shares.

 

Financial intermediaries that receive these types of payments may have a conflict of interest in recommending or selling the Funds rather than other mutual funds to their client investors, particularly if these payments exceed the amounts paid by other mutual funds.

 

HOUSEHOLDING:   To reduce expenses, we mail only one copy of the prospectus and each annual and semi-annual report to those addresses shared by two or more accounts. If you wish to receive individual copies of these documents, please call the Funds at 1-800-869-1679 on days the Funds are open for business or contact your financial institution. We will begin sending you individual copies thirty days after receiving your request.


FINANCIAL HIGHLIGHTS

 

Because the Funds have only recently commenced investment operations, no financial highlights are available for the Funds at this time.  In the future, financial highlights will be presented in this section of the Prospectus.



38


PRIVACY NOTICE

COLLABORATIVE INVESTMENT SERIES TRUST

Rev. November 2017


FACTS

WHAT DOES COLLABORATIVE INVESTMENT SERIES TRUST DO WITH YOUR PERSONAL INFORMATION?

 

Why?

Financial companies choose how they share your personal information.  Federal law gives consumers the right to limit some, but not all sharing.  Federal law also requires us to tell you how we collect, share, and protect your personal information.  Please read this notice carefully to understand what we do.

 

What?

The types of personal information we collect and share depends on the product or service that you have with us. This information can include:

·        Social Security number and wire transfer instructions

·        account transactions and transaction history

·        investment experience and purchase history

When you are no longer our customer, we continue to share your information as described in this notice.

 

How?

All financial companies need to share customers’ personal information to run their everyday business.  In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Collaborative Investment Series Trust chooses to share; and whether you can limit this sharing.

 

Reasons we can share your personal information:

Does Collaborative Investment Series Trust share information?

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 records.

NO

We don’t share

For our affiliates’ everyday business purposes - information about your creditworthiness.

NO

We don’t share

For non-affiliates to market to you

NO

We don’t share

 

QUESTIONS?

Call 1-800-595-4866



39





 What we do:

 

How does Collaborative Investment Series Trust 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 Collaborative Investment Series Trust collect my personal information?

We collect your personal information, for example, when you

·  open an account or deposit money

·  direct us to buy securities or direct us to sell your securities

·  seek advice about your investments

We also collect your personal information from others, such as credit bureaus, affiliates, or 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 non affiliates 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.

·   Collaborative Investment Series Trust does not share with our affiliates.

Non Affiliates

Companies not related by common ownership or control.  They can be financial and nonfinancial companies.

·   Collaborative Investment Series Trust does not share with non affiliates so they can market to you.

Joint marketing

A formal agreement between nonaffiliated financial companies

that together market financial products or services to you.

·   Collaborative Investment Series Trust does not jointly market .

 




40




Tactical Conservative Allocation Fund

Tactical Moderate Allocation Fund

Tactical Growth Allocation Fund


 

Investment Adviser

Tactical Fund Advisors, LLC

 

Sub-Advisers

Anchor Capital Management Group, Inc.

Exceed Advisory, LLC

Tuttle Tactical Management, LLC

 

Distributor

Arbor Court Capital, LLC

 

Transfer and Dividend Disbursing Agent

Mutual Shareholder Services, LLC

 

Custodian

US Bancorp Fund Services, LLC

 

Legal Counsel

Thompson Hine LLP

 

Independent Registered Public Accounting Firm

Sanville and Company


Fund Administrator

Collaborative Fund Services, LLC










 





41


FOR MORE INFORMATION

Several additional sources of information are available to you. The SAI, incorporated into this Prospectus by reference (and therefore legally a part of this Prospectus), contains detailed information on Fund policies and operations, including policies and procedures relating to the disclosure of portfolio holdings by the Funds; affiliates.  Annual reports will, and the semi-annual reports may, contain management’s discussion of market conditions and investment strategies that significantly affected the performance results as of the Funds as of the latest semi-annual or annual fiscal year end.


Call the Funds at 1-800-869-1679 to request free copies of the SAI, the annual report and the semi-annual report, to request other information about the Funds and to make shareholder inquiries. You may also obtain this information about the Funds at the internet site www.tacticalfundadvisors.com .


You may obtain reports and other information about the Funds on the EDGAR Database on the SEC’s Internet site at http.//www.sec.gov, and copies of this information may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the SEC’s Public Reference Section, 100 F Street N.E., Washington, D.C. 20549-0102.

 

 

Investment Company Act File No. 811-23306


 








Collaborative Investment Series Trust

 

TACTICAL CONSERVATIVE ALLOCATION FUND

CLASS A SHARES: TFALX

CLASS I  SHARES: TFAZX

TACTICAL MODERATE ALLOCATION FUND

CLASS A SHARES: TFAMX

CLASS I SHARES: TFAUX

TACTICAL GROWTH ALLOCATION FUND

CLASS A SHARES: TFAEX

CLASS I SHARES: TFAFX


STATEMENT OF ADDITIONAL INFORMATION


May 16, 2019


This Statement of Additional Information (“SAI”) is not a prospectus.  It should be read in conjunction with the Prospectus for the Tactical Growth Allocation Fund, Tactical Moderate Allocation Fund, and Tactical Conservative Allocation Fund (collectively, the “Funds”) dated May 16, 2019.  The Funds’ financial statements will be included in the Annual Report, and will be incorporated by reference into this SAI by subsequent amendment.  The Funds’ Prospectus or Annual Report can be obtained at no charge by writing the transfer agent, Mutual Shareholder Services, LLC, at 8000 Town Centre Drive, Suite 400, Broadview Heights, Ohio 44147-4003, or by calling 1-800-869-1679.  The Funds’ Prospectus are incorporated by reference into this SAI.

TABLE OF CONTENTS

Page


DESCRIPTION OF THE TRUST AND FUNDS

1

ADDITIONAL INFORMATION ABOUT THE FUND’S INVESTMENTS

2

Investment Strategies and Risks

2

Certificates of Deposit and Bankers’ Acceptances

2

Closed-End Investment Companies

2

Commercial Paper

3

Convertible Securities

4

Corporate Debt

4

Depositary Receipts

4

Emerging Markets Securities

4

Equity Securities

5

Exchange-Traded Funds

5

Fixed Income Securities

6

Foreign Securities

6







High Yield Securities

7

Illiquid and Restricted Securities

7

Indexed Securities

8

Insured Bank Obligations

8

Investment Company Securities

8

Preferred Stock

9

Real Estate Investment Trusts

9

Repurchase Agreements

10

Reverse Repurchase Transactions

10

Rights

10

Separate Trading of Registered Interest and Principal of Securities

11

Sub-Adviser Risks

11

U.S. Government Securities

11

Warrants

12

Investment Restrictions

12

MANAGEMENT OF THE FUND

14

Board Leadership Structure

14

Board Risk Oversight

14

Trustee Qualifications

14

CODE OF ETHICS

18

DISTRIBUTION PLAN

19

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

19

Control Persons

19

Management Ownership

20

INVESTMENT ADVISORY SERVICES

20

Investment Adviser

20

Sub-Advisers and Sub-Advisory Agreements

23

Custodian

24

Fund Services

24

Administrator and Compliance Services

.24

Independent Registered Public Accounting Firm

24

Legal Counsel

24

Distributor

25

BROKERAGE ALLOCATION AND OTHER PRACTICES

25

Portfolio Turnover

26

DISCLOSURE OF PORTFOLIO HOLDINGS

26







DETERMINATION OF SHARE PRICE

28

FAIR VALUE COMMITTEE AND VALUATION PROCESS

28

COMPLIANCE WITH PORTFOLIO HOLDING DISCLOSURE PROCEDURES

30

REDEMPTION IN-KIND

30

TAX CONSEQUENCES

30

ANTI-MONEY LAUNDERING PROGRAM

31

PROXY VOTING POLICIES AND PROCEDURES

32

Appendix A 33








DESCRIPTION OF THE TRUST AND FUNDS

The Tactical Growth Allocation Fund, the Tactical Moderate Allocation Fund, and the Tactical Conservative Allocation Fund (each a “Fund” and collectively, the “Funds”) are each a diversified series of the Collaborative Investment Series Trust (the “Trust”).  The Trust is an open-end investment company established under the laws of Delaware by an Agreement and Declaration of Trust dated July 26, 2017 (the “Trust Agreement”).  The Trust Agreement permits the Board of Trustees (the “Board” or the “Trustees”) to authorize and issue an unlimited number of shares of beneficial interest of separate series without par value.  The Funds are each one of multiple series currently authorized by the Trustees. The investment adviser to the Funds is Tactical Fund Advisors, LLC (the “Adviser”). The Funds’ will utilize the following sub-advisers (collectively, the “Sub-Advisers”): (i) Tuttle Tactical Management, LLC  (the “Tuttle  Sub-Adviser”); (ii)  the Exceed Advisory, LLC (the “ Exceed Sub-Adviser”); and (iii) Anchor Capital Management Group, Inc. (the “ Anchor Sub-Adviser”).  

Each Fund offers two classes of shares: Class I and Class A shares. The Funds do not issue share certificates.  All shares are held in non-certificated form registered on the books of the Fund and the transfer agent for the account of the shareholder.  Each share of a series represents an equal proportionate interest in the assets and liabilities belonging to that series with each other share of that series and is entitled to such dividends and distributions out of income belonging to the series as are declared by the Trustees.  The shares do not have cumulative voting rights or any preemptive or conversion rights, and the Trustees have the authority from time to time to divide or combine the shares of any series into a greater or lesser number of shares of that series so long as the proportionate beneficial interest in the assets belonging to that series and the rights of shares of any other series are in no way affected.  In case of any liquidation of a series, the holders of shares of the series being liquidated will be entitled to receive as a class a distribution out of the assets, net of the liabilities, belonging to that series.  Expenses attributable to any series are borne by that series.  Any general expenses of the Trust not readily identifiable as belonging to a particular series are allocated by or under the direction of the Trustees in such manner as the Trustees determine to be fair and equitable.  No shareholder is liable to further calls or to assessment by the Trust without his or her express consent.

The Trust does not hold an annual meeting of shareholders.  When matters are submitted to shareholders for a vote, each shareholder is entitled to one vote for each whole share he owns and fractional votes for fractional shares he owns.  All shares of the Funds have equal voting rights and liquidation rights.  The Agreement and Declaration of Trust can be amended by the Trustees, except that any amendment that adversely affects the rights of shareholders must be approved by the shareholders affected.  All shares of the Funds are subject to involuntary redemption if the Trustees determine to liquidate the Funds.  An involuntary redemption will create a capital gain or a capital loss, which may have tax consequences about which you should consult your tax adviser.

For information concerning the purchase and redemption of shares of the Funds, see “How to Purchase Shares” and “How to Redeem Shares” in the Prospectus.  For a description of the methods used to determine the share price and value of the Fund’s assets, see “How Fund Shares are Priced” in the Prospectus and “Determination of Share Price” in this SAI.

Under the Trust’s Agreement and Declaration of Trust, each Trustee will continue in office until the termination of the Trust or his/her death, incapacity, resignation, or removal. Shareholders can remove a Trustee to the extent provided in 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.








ADDITIONAL INFORMATION ABOUT THE FUND’S INVESTMENTS

Investment Strategies and Risks

All principal investment strategies and risks are discussed in the Prospectus.  This section contains a more detailed discussion of some of the investments the Funds may make and some of the techniques they may use, as described in the Risk/Return Summary in the Prospectus.  Additional non-principal strategies and risks also are discussed here.

Certificates of Deposit and Bankers’ Acceptances

The Funds may invest in certificates of deposit and bankers’ acceptances, which are considered to be short-term money market instruments.

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

Closed-End Investment Companies

The Funds may invest assets in closed-end investment companies (or “closed-end funds”), subject to the investment restrictions set forth below. Shares of closed-end funds are typically offered to the public in a one-time initial public offering by a group of underwriters who retain a spread or underwriting commission of between 4% or 6% of the initial public offering price. Such securities are then listed for trading on the New York Stock Exchange, the NYSE MKT LLC, the National Association of Securities Dealers Automated Quotation System (commonly known as “NASDAQ”) and, in some cases, may be traded in other over-the-counter markets. Because the shares of closed-end funds cannot be redeemed upon demand to the issuer like the shares of an open-end investment company (such as the Fund), investors seek to buy and sell shares of closed-end funds in the secondary market.

The Funds generally will purchase shares of closed-end funds only in the secondary market. The Funds will incur normal brokerage costs on such purchases similar to the expenses the Funds would incur for the purchase of securities of any other type of issuer in the secondary market. The Funds may, however, also purchase securities of a closed-end fund in an initial public offering when, in the opinion of the Adviser and/or Sub-Advisers, based on a consideration of the nature of the closed-end fund’s proposed investments, the prevailing market conditions and the level of demand for such securities, they represent an attractive opportunity for growth of capital. The initial offering price typically will include a dealer spread, which may be higher than the applicable brokerage cost if the Funds purchase such securities in the secondary market.

The shares of many closed-end funds, after their initial public offering, frequently trade at a price per share that is less than the net asset value per share, the difference representing the market discount of such shares. This market discount may be due in part to the investment objective of long-term



2




appreciation, which is sought by many closed-end funds, as well as to the fact that the shares of closed-end funds are not redeemable by the holder upon demand to the issuer at the next determined net asset value, but rather, are subject to supply and demand in the secondary market. A relative lack of secondary market purchasers of closed-end fund shares also may contribute to such shares trading at a discount to their net asset value.

The Funds may invest in shares of closed-end funds that are trading at a discount to net asset value or at a premium to net asset value. There can be no assurance that the market discount on shares of any closed-end fund purchased by the Funds will ever decrease. In fact, it is possible that this market discount may increase and the Funds may suffer realized or unrealized capital losses due to further decline in the market price of the securities of such closed-end funds, thereby adversely affecting the net asset value of the Funds’ shares. Similarly, there can be no assurance that any shares of a closed-end fund purchased by the Funds at a premium will continue to trade at a premium or that the premium will not decrease subsequent to a purchase of such shares by the Funds.

Closed-end funds may issue senior securities (including preferred stock and debt obligations) for the purpose of leveraging the closed-end fund’s common shares in an attempt to enhance the current return to such closed-end fund’s common shareholders. The Funds’ investment in the common shares of closed-end funds that are financially leveraged may create an opportunity for greater total return on its investment, but at the same time may be expected to exhibit more volatility in market price and net asset value than an investment in shares of investment companies without a leveraged capital structure.

Commercial Paper

The Funds may purchase commercial paper. Commercial paper consists of unsecured promissory notes, including Master Notes, issued by corporations. Issues of commercial paper normally have maturities of less than nine months and fixed rates of return. Master Notes, however, are obligations that provide for a periodic adjustment in the interest rate paid and permit daily changes in the amount borrowed.


Master Notes are governed by agreements between the issuer and the advisor acting as agent, for no additional fee, in its capacity as advisor to the Funds and as fiduciary for other clients for whom it exercises investment discretion. The monies loaned to the borrower come from accounts maintained with or managed by the advisor or its affiliates pursuant to arrangements with such accounts. Interest and principal payments are credited to such accounts. The advisor, acting as a fiduciary on behalf of its clients, has the right to increase or decrease the amount provided to the borrower under an obligation. The borrower has the right to pay without penalty all or any part of the principal amount then outstanding on an obligation together with interest to the date of payment. Since these obligations typically provide that the interest rate is tied to the Treasury bill auction rate, the rate on Master Notes is subject to change. Repayment of Master Notes to participating accounts depends on the ability of the borrower to pay the accrued interest and principal of the obligation on demand which is continuously monitored by the advisor.  Master Notes typically are not rated by credit rating agencies.


The Funds may purchase commercial paper consisting of issues rated at the time of purchase within the three highest rating categories by a nationally recognized statistical rating organization (the “NRSRO”). The Funds may also invest in commercial paper that is not rated but is determined by the Adviser and/or Sub-Advisers, under guidelines established by the Board, to be of comparable quality.   



3




Convertible Securities

The Funds may invest in convertible securities. Convertible securities include fixed income securities that may be exchanged or converted into a predetermined number of shares of the issuer’s underlying common stock at the option of the holder during a specified period. Convertible securities may take the form of convertible preferred stock, convertible bonds or debentures, units consisting of “usable” bonds and warrants or a combination of the features of several of these securities. Convertible securities are senior to common stocks in an issuer’s capital structure, but are usually subordinated to similar non-convertible securities. While providing a fixed-income stream (generally higher in yield than the income derivable from common stock but lower than that afforded by a similar nonconvertible security), a convertible security also gives an investor the opportunity, through its conversion feature, to participate in the capital appreciation of the issuing company depending upon a market price advance in the convertible security’s underlying common stock.

Corporate Debt

Corporate debt securities are long and short-term debt obligations issued by companies (such as publicly issued and privately placed bonds, notes and commercial paper).  The Adviser and/or Sub-Advisers consider corporate debt securities to be of investment grade quality if they are rated BBB- or higher by S&P or Baa3 or higher by Moody’s, or if unrated, determined by the Adviser and/or Sub-Advisers to be of comparable quality.  Investment grade debt securities generally have adequate to strong protection of principal and interest payments.  In the lower end of this category, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal than in higher rated categories.  The Funds may invest in both secured and unsecured corporate bonds. A secured bond is backed by collateral and an unsecured bond is not. Therefore an unsecured bond may have a lower recovery value than a secured bond in the event of a default by its issuer. The Adviser and/or Sub-Advisers may incorrectly analyze the risks inherent in corporate bonds, such as the issuer’s ability to meet interest and principal payments, resulting in a loss to the Funds.

Depositary Receipts

The Funds may invest in sponsored and unsponsored American Depositary Receipts (“ADRs”), which are receipts issued by an American bank or trust company evidencing ownership of underlying securities issued by a foreign issuer. ADRs, in sponsored form, are designed for use in U.S. securities markets. A sponsoring company provides financial information to the bank and may subsidize administration of the ADR.  Unsponsored ADRs may be created by a broker-dealer or depository bank without the participation of the foreign issuer. Holders of these ADRs generally bear all the costs of the ADR facility, whereas foreign issuers typically bear certain costs in a sponsored ADR. The bank or trust company depositary of an unsponsored ADR may be under no obligation to distribute shareholder communications received from the foreign issuer or to pass through voting rights. Unsponsored ADRs may carry more risk than sponsored ADRs because of the absence of financial information provided by the underlying company.  Many of the risks described below regarding foreign securities apply to investments in ADRs.

Emerging Markets Securities

The Funds may purchase ETFs and other closed end funds that invest in emerging market securities.  Investing in emerging market securities imposes risks different from, or greater than, risks of investing in foreign developed countries.  These risks include (i) the smaller market capitalization of securities markets, which may suffer periods of relative illiquidity, (ii) significant price volatility, (iii) restrictions on foreign investment, and (iv) possible repatriation of investment income and capital. In



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addition, foreign investors may be required to register the proceeds of sales, and future economic or political crises could lead to price controls, forced mergers, expropriation or confiscatory taxation, seizure, nationalization, or the creation of government monopolies. The currencies of emerging market countries may experience significant declines against the U.S. dollar, and devaluation may occur subsequent to investments in these currencies by the Funds.  Inflation and rapid fluctuations in inflation rates have had, and may continue to have, negative effects on the economies and securities markets of certain emerging market countries.

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

Equity Securities

Equity securities consist of common stock, convertible preferred stock, rights and warrants.  Common stocks, the most familiar type, represent an equity (ownership) interest in a corporation.  Warrants are options to purchase equity securities at a specified price for a specific time period.  Rights are similar to warrants, but normally have a short duration and are distributed by the issuer to its shareholders.  Although equity securities have a history of long term growth in value, their prices fluctuate based on changes in a company’s financial condition and on overall market and economic conditions.

Investments in equity securities are subject to inherent market risks and fluctuations in value due to earnings, economic conditions and other factors beyond the control of the Adviser and/or Sub-Advisers.  As a result, the return and net asset value of the Funds will fluctuate.  Securities in the Funds’ portfolio may not increase as much as the market as a whole and some undervalued securities may continue to be undervalued for long periods of time.  Although profits in some of the Funds’ holdings may be realized quickly, it is not expected that most investments will appreciate rapidly.

Exchange-Traded Funds  

The Funds may invest in a range of exchange-traded funds (“ETFs”). Because many ETFs are considered to be investment companies, see “Investments in Other Investment Companies” below for additional information.

When the Funds invest in sector ETFs, there is a risk that securities within the same group of industries will decline in price due to sector-specific market or economic developments.  If the Funds invest more heavily in a particular sector, the value of its shares may be especially sensitive to factors and economic risks that specifically affect that sector.  As a result, the Funds’ share prices may fluctuate more widely than the value of shares of a mutual fund that invests in a broader range of industries.  Additionally, some sectors could be subject to greater government regulation than other sectors.  Therefore, changes in regulatory policies for those sectors may have a material effect on the value of securities issued by companies in those sectors.  The sectors in which the Funds may be more heavily invested will vary.



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The shares of an ETF may be assembled in a block (typically 50,000 shares) known as a creation unit and redeemed in-kind for a portfolio of the underlying securities (based on the ETF’s net asset value) together with a cash payment generally equal to accumulated dividends as of the date of redemption.  Conversely, a creation unit may be purchased from the ETF by depositing a specified portfolio of the ETF’s underlying securities, as well as a cash payment generally equal to accumulated dividends of the securities (net of expenses) up to the time of deposit.  The Funds may redeem creation units for the underlying securities (and any applicable cash), and may assemble a portfolio of the underlying securities and use it (and any required cash) to purchase creation units, if the Adviser and/or Sub-Advisers believe it is in the Funds’ interest to do so.  The Funds’ ability to redeem creation units may be limited by the 1940 Act, which provides that the ETFs will not be obligated to redeem shares held by the Funds in an amount exceeding one percent of their total outstanding securities during any period of less than 30 days.

There is a risk that the underlying ETFs in which the Funds invest may terminate due to extraordinary events that may cause any of the service providers to the ETFs, such as the trustee or sponsor, to close or otherwise fail to perform their obligations to the ETF. Also, because the ETFs in which the Funds intend to invest may be granted licenses by agreement to use the indices as a basis for determining their compositions and/or otherwise to use certain trade names, the ETFs may terminate if such license agreements are terminated.  In addition, an ETF may terminate if its entire net asset value falls below a certain amount.  Although the Adviser and/or Sub-Advisers, believe that, in the event of the termination of an underlying ETF they will be able to invest instead in shares of an alternate ETF tracking the same market index or another market index with the same general market, there is no guarantee that shares of an alternate ETF would be available for investment at that time.

Fixed Income Securities

Fixed income securities include bonds and securities offered on a when-issued, delayed delivery, or forward commitment basis.  Fixed income securities are subject to credit risk and interest rate risk.  Credit risk is the risk that the Funds could lose money if an issuer of a fixed income security cannot meet its financial obligations or goes bankrupt.  Interest rate risk is the risk that the Funds’ investments in fixed income securities may fall when interest rates rise.

Investments in high-yield bonds (aka junk bonds) are considered to be more speculative than higher quality fixed income securities.  They are more susceptible to credit risk than investment-grade securities, especially during periods of economic uncertainty or economic downturns.  The value of lower quality securities are subject to greater volatility and are generally more dependent on the ability of the issuer to meet interest and principal payments than higher quality securities.  Issuers of high-yield securities may not be as strong financially as those issuing bonds with higher credit ratings.

Foreign Securities

The Funds may gain exposure to foreign securities both directly and indirectly through underlying investment companies that invest in foreign securities or by trading in domestic markets through an ADR. Purchases of foreign equity securities entail certain risks.  For example, there may be less information publicly available about a foreign company than about a U.S. company, and foreign companies generally are not subject to accounting, auditing and financial reporting standards and practices comparable to those in the U.S.  Other risks associated with investments in foreign securities include changes in restrictions on foreign currency transactions and rates of exchange, changes in the administrations or economic and monetary policies of foreign governments, the imposition of exchange control regulations, the possibility of expropriation decrees and other adverse foreign governmental action, the imposition of foreign taxes, less liquid markets, less government supervision of exchanges, brokers and issuers, difficulty  in  enforcing  contractual obligations,  delays  in  settlement  of securities



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transactions and  greater  price  volatility.   In addition, investing in foreign securities will generally result in higher commissions than investing in similar domestic securities.

High Yield Securities

The Funds may invest in high yield securities as a non-principal investment strategy. 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.

Illiquid and Restricted Securities

The Funds may invest in illiquid securities. Illiquid securities include securities subject to contractual or legal restrictions on resale (e.g., because they have not been registered under the Securities Act of 1933, as amended (the “Securities Act”)) and securities that are otherwise not readily marketable (e.g., because trading in the security is suspended or because market makers do not exist or will not entertain bids or offers). Securities that have not been registered under the Securities Act are referred to as private placements or restricted securities and are purchased directly from the issuer or in the secondary market. Foreign securities that are freely tradable in their principal markets are not considered to be illiquid. The Funds may gain exposure to foreign securities through its investment in ADRs. Certain ADRs are not listed on an exchange and therefore may be considered to be illiquid.

Restricted and other illiquid securities may be subject to the potential for delays on resale and uncertainty in valuation. The Funds might be unable to dispose of illiquid securities promptly or at reasonable prices and might thereby experience difficulty in satisfying redemption requests from shareholders. The Funds 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 National Association of Securities Dealers, Inc., now known as the Financial Industry Regulatory Authority, Inc.   

Under guidelines adopted by the Board, the Funds’ Adviser and/or Sub-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 and/or Sub-Advisers will consider, as it deems appropriate under the circumstances and among other factors: (i) the frequency of trades and quotes for the security; (ii) the number of dealers willing to purchase or sell the security; (iii) the number of other potential purchasers of the security; (iv) dealer undertakings to make a market in the security; (v) 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



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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 (vi) the rating of the security and the financial condition and prospects of the issuer. In the case of commercial paper, the Adviser and/or Sub-Advisers will also determine that the paper (i) is not traded flat or in default as to principal and interest, and (ii) is rated in one of the two highest rating categories by at least two NRSRO 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 Funds’ assets invested in illiquid securities if institutional buyers are unwilling to purchase such securities.

Indexed Securities

The Funds may purchase indexed securities consistent with their investment objectives.  Indexed securities are those, the value of which varies positively or negatively in relation to the value of other securities, securities indices or other financial indicators.  Indexed securities may be debt securities or deposits whose value at maturity or coupon rate is determined by reference to a specific instrument or statistic.  Recent issuers of indexed securities have included banks, corporations and certain U.S. Government agencies.

The performance of indexed securities depends to a great extent on the performance of the security or other instrument to which they are indexed and also may be influenced by interest rate changes in the United States and abroad.  Indexed securities are subject to the credit risks associated with the issuer of the security, and their values may decline substantially if the issuer’s creditworthiness deteriorates.  Indexed securities may be more volatile than the underlying instruments.  Certain indexed securities that are not traded on an established market may be deemed illiquid.

Insured Bank Obligations

The Funds 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 Funds may purchase bank obligations which 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.

Investment Company Securities  

The Funds may invest in the securities of other investment companies to the extent that such an investment would be consistent with the requirements of the 1940 Act and the Funds’ investment objectives.  Investments in the securities of other investment companies may involve duplication of advisory fees and certain other expenses.  By investing in another investment company, the Funds become a shareholder of that investment company.  As a result, the Funds’ shareholders indirectly will bear the Funds’ proportionate share of the fees and expenses paid by shareholders of the other investment company, in addition to the fees and expenses the Funds’ shareholders directly bear in connection with the Funds’ own operations.



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Under Section 12(d)(1) of the of the 1940 Act, the Funds may invest only up to 5% of its total assets in the securities of any one investment company (ETF or other mutual funds), but may not own more than 3% of the outstanding voting stock of any one investment company (the “3% Limitation”) or invest more than 10% of its total assets in the securities of other investment companies. However, Section 12(d)(1)(F) of the of 1940 Act, as amended provides that the provisions of paragraph 12(d)(1) shall not apply to securities purchased or otherwise acquired by the Funds if (i) immediately after such purchase or acquisition not more than 3% of the total outstanding stock of such registered investment company is owned by the Funds and all affiliated persons of the Funds; and (ii) the Funds have not offered or sold after January 1, 1971, and is not proposing to offer or sell any security issued by it through a principal underwriter or otherwise at a public or offering price which includes a sales load of more than 1 ½% percent. An investment company that issues shares to the Funds pursuant to paragraph 12(d)(1)(F) shall not be required to redeem its shares in an amount exceeding 1% of such investment company’s total outstanding shares in any period of less than thirty days. The Funds (or the Adviser and/or Sub-Advisers acting on behalf of the Funds) must comply with the following voting restrictions: when the Funds exercise voting rights, by proxy or otherwise, with respect to investment companies owned by the Funds, the Funds will either seek instruction from the Funds’ shareholders with regard to the voting of all proxies and vote in accordance with such instructions, or vote the shares held by the Funds in the same proportion as the vote of all other holders of such security. Because other investment companies employ an investment adviser, such investments by the Funds may cause shareholders to bear duplicate fees.

In addition, the Funds are subject to the 3% Limitation unless (i) the ETF or the Funds have received an order for exemptive relief from the 3% limitation from the SEC that is applicable to the Funds; and (ii) the ETF and the Funds take appropriate steps to comply with any conditions in such order.

Preferred Stock

Preferred stocks are securities that have characteristics of both common stocks and corporate bonds. Preferred stocks may receive dividends but payment is not guaranteed as with a bond. These securities may be undervalued because of a lack of analyst coverage resulting in a high dividend yield or yield to maturity.  The risks of preferred stocks are a lack of voting rights and the Adviser and/or Sub-Advisers may incorrectly analyze the security, resulting in a loss to the Funds.  Furthermore, preferred stock dividends are not guaranteed and management can elect to forego the preferred dividend, resulting in a loss to the Funds.

Real Estate Investment Trusts (“REITs”)

REITs are pooled investment vehicles which invest primarily in income producing real estate or real estate related loans or interest. REITs are generally classified as equity REITs, mortgage REITs or a combination of equity and mortgage REITs. Equity REITs invest the majority of their assets directly in real property and derive income primarily from the collection of rents. Equity REITs can also realize capital gains by selling property that has appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive income from the collection of interest payments. The real property and mortgages serving as investment vehicles for REITs may be either residential or commercial in nature and may include healthcare facilities. Similar to investment companies, REITs are not taxed on income distributed to shareholders provided they comply with several requirements of the Code. Such tax requirements limit a REIT’s ability to respond to changes in the commercial real estate market.

Investments in REITs are subject to the same risks as direct investments in real estate. Real estate values rise and fall in response to many factors, including local, regional and national economic conditions, the demand for rental property, and interest rates. In addition, REITs may have limited



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financial resources, may trade less frequently and in limited volume and may be more volatile than other securities.

Repurchase Agreements  

The Funds may invest in fully collateralized repurchase agreements.  A repurchase agreement is a short term investment in which the purchaser (i.e., the Funds) acquires ownership of a security and the seller agrees to repurchase the obligation at a future time at a set price, thereby determining the yield during the purchaser’s holding period (usually not more than 7 days from the date of purchase).  Any repurchase transaction in which the Funds engage will require full collateralization of the seller’s obligation during the entire term of the repurchase agreement.  In the event of a bankruptcy or other default of the seller, the Funds could experience both delays in liquidating the underlying security and losses in value.  However, the Funds intend to enter into repurchase agreements only with its custodian, other banks with assets of $1 billion or more and registered securities dealers determined by the Adviser to be creditworthy.  The Adviser monitors the creditworthiness of the banks and securities dealers with which the Funds engage in repurchase transactions.  The Funds may not enter into a repurchase agreement with a term of more than seven days if, as a result, more than 15% of the value of its net assets would then be invested in such repurchase agreements and other illiquid investments. To the extent the Funds enter into a repurchase agreements, the Adviser is the only authorized party to enter into such agreements.

Reverse Repurchase Transactions

The Funds may enter into reverse repurchase transactions.  In a reverse repurchase transaction, the Funds concurrently agrees to sell portfolio securities to financial institutions such as banks and broker-dealers, and to repurchase the same securities at a later date at a mutually agreed upon price.  The repurchase price generally is equal to the original sales price plus interest.  The Funds retain record ownership of the securities and the right to receive interest and principal payments.  The Funds will enter into a reverse repurchase transaction in order to obtain funds to pursue additional investment opportunities with a return in excess of the cost of the reverse repurchase transaction.  Such transactions may increase fluctuations in the market value of Funds assets and may be viewed as a form of leverage.  Reverse purchase transactions also involve the risk that the market value of the securities sold by the Funds may decline below the price at which the Funds are obligated to repurchase the securities.  In the event of bankruptcy or other default by the purchaser, the Funds could experience both delays in repurchasing the portfolio securities and losses.  The Funds will enter into reverse purchase transactions only with parties whose creditworthiness has been reviewed and found satisfactory by the Adviser.

Reverse purchase transactions are considered by the SEC to be borrowings by the Funds under the 1940 Act.  At the time the Funds enter into a reverse purchase transaction, it will direct its custodian to place in a segregated account assets (such as cash or liquid securities consistent with the Funds’ investment restrictions) having a value equal to the repurchase price (including accrued interest).  The Funds will monitor the account to ensure that the market value of the account equals the amount of the Funds’ commitments to repurchase securities. To the extent the Funds enter into a reverse repurchase transactions, the Adviser is the only authorized party to enter into such agreements.

Rights

Rights are usually granted to existing shareholders of a corporation to subscribe to shares of a new issue of common stock before it is issued to the public. The right entitles its holder to buy common stock at a specified price.  Rights have similar features to warrants, except that the life of a right is typically much shorter, usually a few weeks. The Adviser and/or Sub-Advisers believe rights may become underpriced if they are sold without regard to value and if analysts do not include them in their research.



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The risk in investing in rights is that the Adviser and/or Sub-Adviser might miscalculate their value resulting in a loss to the Funds. Another risk is the underlying common stock may not reach the Adviser’s and/or Sub-Advisers’ anticipated price within the life of the right.

Separate Trading of Registered Interest and Principal of Securities

The Federal Reserve creates STRIPS (Separate Trading of Registered Interest and Principal of Securities) by separating the coupon payments and the principal payment from an outstanding Treasury security and selling them as individual securities.  To the extent the Funds purchase the principal portion of the STRIP, the Funds will not receive regular interest payments.  Instead they are sold at a deep discount from their face value.  The Funds will accrue income on such STRIPS for tax and accounting purposes, in accordance with applicable law, which income is distributable to shareholders.  Because no cash is received at the time such income is accrued, the Funds may be required to liquidate other securities to satisfy its distribution obligations.  Because the principal portion of the STRIP does not pay current income, its price can be very volatile when interest rates change.  In calculating its dividend, the Funds take into account as income a portion of the difference between the principal portion of the STRIP’s purchase price and its face value.

Sub-Adviser Risks

If the Sub-Advisers manage more money in the future, including money raised in this offering, such additional funds could affect their performance or trading strategies. This increases the competition for the same trades which the Funds make. There is no assurance that the Funds’ trading will generate the same results as any other accounts managed by the Sub-Advisers.

U.S. Government Securities

The Funds may invest in U.S. government securities.  These securities may be backed by the credit of the government as a whole or only by the issuing agency.  U.S. Treasury bonds, notes, and bills and some agency securities, such as those issued by the Federal Housing Administration and the Government National Mortgage Association (Ginnie Mae), are backed by the full faith and credit of the U.S. government as to payment of principal and interest and are the highest quality government securities.  Other securities issued by U.S. government agencies or instrumentalities, such as securities issued by the Federal Home Loan Banks and the Federal Home Loan Mortgage Corporation (Freddie Mac), are supported only by the credit of the agency that issued them, and not by the U.S. government.  Securities issued by the Federal Farm Credit System, the Federal Land Banks, and the Federal National Mortgage Association (Fannie Mae) are supported by the agency’s right to borrow money from the U.S. Treasury under certain circumstances, but are not backed by the full faith and credit of the U.S. government.

The Funds’ investments in U.S. Government securities may include agency step-up obligations.  These obligations are structured with a coupon rate that “steps-up” periodically over the life of the obligation.  Step-up obligations typically contain a call option, permitting the issuer to buy back the obligation upon exercise of the option.  Step-up obligations are designed for investors who are unwilling to invest in a long-term security in a low interest rate environment.  Step-up obligations are used in an attempt to reduce the risk of a price decline should interest rates rise significantly at any time during the life of the obligation.  However, step-up obligations also carry the risk that market interest rates may be significantly below the new, stepped-up coupon rate.  If this occurs, the issuer of the obligation likely will exercise the call option, leaving investors with cash to reinvest.  As a result, these obligations may expose the Funds to the risk that proceeds from a called security may be reinvested in another security paying a lower rate of interest.



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Warrants

Warrants are securities that are usually issued with a bond or preferred stock but may trade separately in the market. A warrant allows its holder to purchase a specified amount of common stock at a specified price for a specified time. The risk in investing in warrants is the Adviser and/or Sub-Advisers might miscalculate their value, resulting in a loss to the Funds. Another risk is the warrants will not realize their value because the underlying common stock does reach the Adviser’s and/or Sub-Advisers’ anticipated price within the life of the warrant.

Investment Restrictions

Fundamental Investment Limitations .  The investment limitations described below have been adopted by the Trust with respect to the Funds and are fundamental (“Fundamental”), i.e. , they may not be changed without the affirmative vote of a majority of the outstanding shares of the Funds.  As used in the Prospectus and the Statement of Additional Information, the term “majority” of the outstanding shares of the Funds mean the lesser of:  (i) 67% or more of the outstanding shares of the Funds present at a meeting, if the holders of more than 50% of the outstanding shares of the Funds are present or represented at such meeting; or (ii) more than 50% of the outstanding shares of the Funds. Other investment practices, which may be changed by the Board without the approval of shareholders to the extent permitted by applicable law, regulation or regulatory policy, are considered non-fundamental (“Non-Fundamental”).

1.   Borrowing Money .  The Funds will not borrow money, except:  (i) from a bank, provided that immediately after such borrowing there is an asset coverage of 300% for all borrowings of the Funds; or (ii) from a bank or other persons for temporary purposes only, provided that such temporary borrowings are in an amount not exceeding 5% of the Funds’ total assets at the time when the borrowing is made.  This limitation does not preclude the Funds from entering into reverse repurchase transactions, provided that the Funds have an asset coverage of 300% for all borrowings and repurchase commitments of the Funds pursuant to reverse repurchase transactions. To the extent the Fund enters into borrowing agreements to include repurchase agreements and reverse repurchase transactions, the Adviser is the only authorized party to enter into such agreements.  

2.   Senior Securities .  The Funds will 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 Funds’ engagement in such activities is consistent with or permitted by the 1940 Act the rules and regulations promulgated thereunder or interpretations of the SEC or its staff.

3.   Underwriting .  The Funds will not act as underwriter of securities issued by other persons.  This limitation is not applicable to the extent that, in connection with the disposition of portfolio securities (including restricted securities), the Funds may be deemed an underwriter under certain federal securities laws.

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

5.   Commodities .  The Funds will not purchase or sell commodities unless acquired as a result of ownership of securities or other investments.  This limitation does not preclude the Funds from purchasing or



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selling options or futures contracts, from investing in securities or other instruments backed by commodities or from investing in companies, which are engaged in a commodities business or have a significant portion of their assets in commodities.

6.   Loans .  The Funds will not make loans to other persons, except: (i) by loaning portfolio securities; (ii) by engaging in repurchase agreements; or (iii) by purchasing non-publicly offered debt securities. For purposes of this limitation, the term “loans” shall not include the purchase of a portion of an issue of publicly distributed bonds, debentures or other securities.

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

8.   Diversification.  The Funds will invest in the securities of any issuer only if, immediately after such investment, at least 75% of the value of the total assets of the Funds will be invested in cash and cash items (including receivables), government securities, securities of other investment companies, and other securities for the purposes of this calculation limited in respect of any one issuer to an amount (determined immediately after the latest acquisition of securities of the issuer) not greater in value than 5% of the value of the total assets of the Funds and to not more than 10% of the outstanding voting securities of such issuer.

With respect to the percentages adopted by the Trust as maximum limitations on its investment policies and limitations, an excess above the fixed percentage will not be a violation of the policy or limitation unless the excess results immediately and directly from the acquisition of any security or the action taken.  This paragraph does not apply to the borrowing policy set forth in paragraph 1 above.

The 1940 Act limits the Funds’ ability to borrow money, prohibiting the Funds from issuing senior securities, except the Funds may borrow from any bank provided that immediately after any such borrowing there is an asset coverage of at least 300% for all borrowings by the Funds and provided further, that in the event that such asset coverage shall at any time fall below 300%, the Funds shall, within three days thereafter or such longer period as the SEC may prescribe by rules and regulations, reduce the amount of its borrowings to such an extent that the asset coverage of such borrowing shall be at least 300%.   Notwithstanding any of the foregoing limitations, any investment company, whether organized as a trust, association or corporation, or a personal holding company, may be merged or consolidated with or acquired by the Trust, provided that if such merger, consolidation or acquisition results in an investment in the securities of any issuer prohibited by said paragraphs, the Trust shall, within ninety days after the consummation of such merger, consolidation or acquisition, dispose of all of the securities of such issuer so acquired or such portion thereof as shall bring the total investment therein within the limitations imposed by said paragraphs above as of the date of consummation.

Non-Fundamental .  The following limitations have been adopted by the Trust with respect to the Funds and are Non-Fundamental (see “Investment Limitations - Fundamental” above).

1.   Pledging .  The Funds will not mortgage, pledge, hypothecate or in any manner transfer, as security for indebtedness, any assets of the Funds except as may be necessary in connection with borrowings described in limitation (1) above.  Margin deposits, security interests, liens and collateral arrangements with respect to transactions involving options, futures contracts, short sales and other permitted investments and techniques are not deemed to be a mortgage, pledge or hypothecation of assets for purposes of this limitation.

2.   Borrowing .  The Funds will not purchase any security while borrowings (including reverse repurchase agreements) representing more than one third of its total assets are outstanding.



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3.   Margin Purchases .  The Funds will not purchase securities or evidences of interest thereon on “margin.”  This limitation is not applicable to short-term credit obtained by the Funds for the clearance of purchases and sales or redemption of securities, or to arrangements with respect to transactions involving options, or futures contracts.

4.   Illiquid Investments .  The Funds will not invest 15% or more of its net assets in securities for which there are legal or contractual restrictions on resale and other illiquid securities.

With respect to Fundamental Investment Restriction #7, the Funds will examine its other investment company holdings to ensure that the Funds are not indirectly concentrating its investments in a particular industry.

MANAGEMENT OF THE FUND

The Board supervises the business activities of the Trust and appoints the officers.  Each Trustee serves as a trustee until the termination of the Trust unless the Trustee dies, resigns, retires or is removed.  As of the date of this SAI, the Funds are in addition to other series in the “Fund Complex”.  The Board generally meets four times a year to review the progress and status of the Funds.

Board Leadership Structure

The Trust is led by Brandon E. Lacoff, Esq., who has served as the Chairman of the Board since inception. The Board is comprised of Mr. Lacoff, Mr. Skidmore and three other Trustees, none of whom are an interested person (“Independent Trustees”).  The Independent Trustees have not selected a Lead Independent Trustee.  Additionally, under certain 1940 Act governance guidelines that apply to the Trust, the Independent Trustees will meet in executive session, at least quarterly.  Under the Trust’s Agreement and Declaration of Trust and By-Laws, the Chairman of the Board is responsible for (a) presiding at board meetings, (b) calling special meetings on an as-needed basis, and, more generally, in-practice (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 single leader who is seen by shareholders, business partners and other stakeholders as providing strong leadership.  The Trust believes that its Chairman together with the Audit Committee and the full Board, provide effective leadership that is in the best interests of the Trust and the Funds’ shareholders because of the Board’s collective business acumen and understanding of the regulatory framework under which investment companies must operate.

Board Risk Oversight

The Board is comprised of Mr. Lacoff and Gregory Skidmore and three Independent Trustees with a standing independent Audit Committee with a separate chair. The Board is responsible for overseeing risk management, and the full Board regularly engages in discussions of risk management and receives compliance reports that inform its oversight of risk management from its Chief Compliance Officer at quarterly meetings and on an ad hoc basis, when and if necessary.  The Audit Committee considers financial and reporting risk within its area of responsibilities.  Generally, the Board believes that its oversight of material risks is adequately maintained through the compliance-reporting chain where the Chief Compliance Officer is the primary recipient and communicator of such risk-related information, and the Audit Committee’s communications with the independent registered public accounting firm.





14




Trustee Qualifications

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

Brandon E. Lacoff, Esq. Interested Trustee - Mr. Lacoff has been a Member of the Board of Belpointe Asset Management, LLC since 2007.  Belpointe Asset Management, LLC provides investment advisory services to individuals. His career began in finance and accounting at Arthur Andersen, LLP and continued at Ernst & Young, LLP in their Mergers and Acquisitions groups.  He founded a group of companies under the brand Belpointe (formerly known as Belray) in 2001 for the purpose of investing in real estate and other private investments.  He left Ernst & Young in 2004 to focus on operating Belpointe. He holds a Juris Doctorate degree from the Hofstra University Maurice A. Deane School of Law and a Masters of Business Administration from the Hofstra University Frank G. Zarb School of Business, as well as a Bachelor of Arts degree in Finance from the Syracuse University Whitman School of Management.

Gregory Skidmore Interested Trustee – Mr. Skidmore is Founder, President and CIO of Belpointe Asset Management, LLC.  Greg provides Belpointe with overall strategic leadership and oversees the firm’s investment strategies.  Mr. Skidmore’s career in finance began in 2003 when Greg joined Advest, Inc., formally a subsidiary of AXA Financial.  There he spent time in Equity Research and Institutional Sales.  He then took that experience to Citigroup Smith Barney where he was a private client financial advisor from 2005 to 2007.  Mr. Skidmore founded Belpointe Asset Management in 2007 and has been President since its foundation.  He has passed the series 65 exam.  He graduated from Connecticut College in 1999 with a BA in Economics and History.

Dean Drulias Esq. Independent Trustee – Mr. Dean W. Drulias is an attorney practicing in Westlake Village California.  Mr. Drulias is a member of the State Bar Association of California and Texas. He was admitted to The State Bar of California in 1977.  He received his undergraduate degree from the University of California Berkley. He received a J.D. from Loyola Law School.  He served as Corporate Secretary and General Counsel of Fortune Natural Resources Corporation. Prior to 1997, he was a stockholder and a practicing attorney at the law firm of Burris, Drulias & Gartenberg..  Mr. Drulias has been a Director of Fortune Natural Resources Corp. since 1990. He specializes in the areas of energy, environmental and real property law.

Shawn Orser Independent Trustee – Mr. Orser is the President and CEO of Seaside Financial and Insurance Services, an independent RIA. Shawn began his career in Finance in 1997 supporting an Index Arbitrage desk at RBC Dominion Securities.  He then moved to Merrill Lynch where he worked on the trading desk for the Equity Linked Products Group.  He left Merrill Lynch to join the hedge fund Titan Capital where he traded equity derivatives.  Afterwards he worked as a proprietary trader for Remsenburg Capital trading equity and option strategies.  In 2007, he moved to the retail side of the business with Northwestern Mutual and has been with Seaside since 2009.  Shawn holds a BS in Finance from Syracuse University and has passed the following FINRA exams and his licenses are held at Fortune Financial Services, Inc.  He holds the following licenses: Series 7, Series 63, Series 55, and Series 66.  He also holds Life & Health Insurance licenses in California & Connecticut.

Fredrick Stoleru Independent Trustee –  Mr. Fredrick M. Stoleru has been Chief Executive Officer of Atlas Resources LLC and President of Atlas Resources LLC at DGOC Series 18B L.P. and DGOC Series 18(C), L.P since February 2017. Mr. Stoleru serves as the Chief Executive Officer and President of Atlas Resources LLC. Mr. Stoleru serves as Vice President of the General Partner of Atlas Growth Partners, L.P. since its inception in 2013.  From 2008 to 2013 Mr. Stoleru served as Managing Director and Vice President of Business Development of Resource Financial Institutions Group, Inc., responsible for



15




business developmentand all retail fundraising efforts. From 2005 to 2008, Mr. Stoleru was a Principal of NPV/Direct Invest, where he was responsible for broker dealer relationships and raising capital for structured real estate programs. From 2002 to 2005, he was an Associate at the Capital Transactions Group of the Shorenstein Company. From 2000 to 2002, Mr. Stoleru was an Investment Banking Associate with JP Morgan Chase and from 1993 to 1998 with JP Morgan Investment Management. He served as the Chairman and a Director of Atlas Resources, L.L.C. until June 30, 2017. He serves as Director of Atlas Resources LLC at DGOC Series 18B L.P. and DGOC Series 18(C), L.P. He has been a Director of Titan Energy, LLC since February 8, 2017. He received his MBA degree from Georgetown University and a Bachelor of Science in business from the University of Delaware. Mr. Stoleru holds FINRA Series 7 and 63 licenses.

Each of the Independent Trustees possesses a strong understanding of the regulatory framework under which investment companies must operate. The Trust does not believe any one factor is determinative in assessing a Trustee’s qualifications, but that the collective experience of each Trustee makes the Board highly effective.

The following tables provide information about Board and the senior officers of the Trust. Information about each Trustee is provided below and includes each person’s: name, address, age (as of the date of the Funds’ most recent fiscal year end), present position(s) held with the Trust, principal occupations for the past five years. Unless otherwise noted, the business address of each person listed below is c/o Mutual Shareholder Services, LLC, 8000 Town Centre Drive, Suite 400, Broadview Heights, Ohio 44147-4003. Unless otherwise noted, each officer is elected annually by the Board.

The following table provides information regarding each Trustee who is not an “interested person” of the Trust, as defined in the 1940 Act.

Name Address 2 and Year of Birth

Position(s) Held with the Fund

Term of Office/Length of  Time Served

Principal Occupation(s) During Past 5 Years

Number of Portfolios in Fund Complex 1 Overseen by Trustee

Other Directorships Held by Trustee During Past 5 Years

Dean Drulias, Esq.

Birth Year:  1947

Trustee

Indefinite/

November 2017 - present

Attorney (self-employed), since 2012.

6

None

Shawn Orser

Birth Year:  1975

Trustee

Indefinite/

November 2017 - present

CEO, Seaside Advisory (June 2016-Present); Executive Vice President, Seaside Advisory (2009- June 2016).

6

None



16







Fredrick Stoleru

Birth Year: 1971

Trustee

Indefinite/

November 2017 - present

Chief Executive Officer and President of Atlas Resources LLC since February 2017,  Senior Vice President, Atlas Energy, 2015-2017, Vice President of the General Partner of Atlas Growth Partners, L.P. since 2013.

6

None


1 The “Fund Complex” consists of the Collaborative Investment Series Trust.

2 The address for each Trustee listed is 8000 Town Centre Drive, Suite 400, Broadview Heights, OH 44147



The following table provides information regarding each Trustee who is an “interested person” of the Trust, as defined in the 1940 Act , and each officer of the Trust.


Name, Address 3 and Year of Birth

Position(s) Held with the Fund

Term of Office/ Length of  Time Served

Principal Occupation(s) During Past 5 Years

Number of Portfolios in Fund Complex 1 Overseen by Trustee

Other Directorships Held by Trustee During Past 5 Years

Brandon E. Lacoff, Esq. 2

Year of Birth:  1974

Trustee

Indefinite/

November 2017 - present

Managing Director of Belpointe Group of Companies since 2004 and Member of Board of Belpointe Asset Management, LLC

6

None

Gregory Skidmore

Year of Birth: 1976

Trustee and President

since November 2017

President, Belpointe Asset Management, LLC since 2007.

6

N/A



17







Brandon Pokersnik

Year of Birth: 1978

Secretary and Chief Compliance Officer

since November 2017

Accountant, Mutual Shareholder Services, LLC, since 2008; Attorney Mutual Shareholder Services, LLC, since June 2016; Owner/President, Empirical Administration, LLC, since September 2012.

N/A

N/A

Adam Snitkoff

Year of Birth:  1965

Treasurer

since November 2017

Tax Attorney (self-employed), since 2012.

N/A

N/A


1 The “Fund Complex” consists of the Collaborative Investment Series Trust.

2 Brandon E. Lacoff, Esq. is considered an “Interested” Trustee as defined in the 1940 Act,  because of his ownership interest in Belpointe Asset Management, LLC. Gregory Skidmore is considered an “Interested” Trustee as defined in the 1940 Act,  because of his affiliation with Belpointe Asset Management, LLC.

3 The address for each Trustee and Officer listed is 8000 Town Centre Drive, Suite 400, Broadview Heights, OH 44147.

The Trust’s audit committee consists of the Independent Trustees.  The audit committee is responsible for (i) overseeing the accounting and financial reporting policies and practices of the Funds, their internal controls and, as appropriate, the internal controls of certain service providers; (ii) overseeing the quality and objectivity of the Funds’ financial statements and the independent audit of the financial statements; and (iii) acting as a liaison between the Funds’ independent auditors and the full Board.    

As of the date of this SAI, the Trustees beneficially owned the following amounts in the Funds:


Name of Trustee or Officer

Dollar Range of Securities in the Tactical Growth Allocation Fund

Dollar Range of Securities in the Tactical Moderate Allocation Fund

Dollar Range of Securities in the Tactical Conservative Allocation Fund

Aggregate Dollar Range of

Securities In Trust

Brandon Lacoff 1

None

None

None

None

Gregory Skidmore 1

None

None

None

None

Dean Drulias

None

None

None

None

Shawn Orser

None

None

None

None

Fredrick Stoleru

None

None

None

None


1 Brandon E. Lacoff, Esq. is considered an “Interested” Trustee as defined in the 1940 Act,  because of his ownership interest in Belpointe Asset Management, LLC. Gregory Skidmore is considered an “Interested” Trustee as defined in the 1940 Act,  because of his  affiliation with Belpointe Asset Management, LLC.

The following table describes the compensation estimated to be paid to the Trustees for the Trust’s initial fiscal year.  Trustees of the Funds who are deemed “interested persons” of the Trust receive no compensation from the Funds.



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Name 1

Aggregate Compensation from the  Tactical Growth Allocation Fund

Aggregate Compensation from the  Tactical Moderate Allocation Fund

Aggregate Compensation from the  Tactical Conservative Allocation Fund

Total Compensation from Trust 2

Brandon Lacoff 3

$0

$0

$0

$0

Gregory Skidmore 3

$0

$0

$0

$0

Dean Drulias

$0

$0

$0

$2,000

Shawn Orser

$0

$0

$0

$2,000

Fredrick Stoleru

$0

$0

$0

$2,000


1 Each non-interested Trustee receives $500 per quarterly meeting attended.  Amounts shown reflect the estimated compensation for the Fund’s first full fiscal year.    

2 The Trust is comprised of the Dividend Performers, Preferred-Plus, Tactical Growth Allocation Fund, Tactical Moderate Allocation Fund, Tactical Conservative Allocation Fund, and the Mercator International Opportunity Fund.

3 Brandon E. Lacoff, Esq. is considered an “Interested” Trustee as defined in the 1940 Act,  because of his ownership interest in Belpointe Asset Management, LLC. Gregory Skidmore is considered an “Interested” Trustee as defined in the 1940 Act,  because of his affiliation with Belpointe Asset Management, LLC.



CODE OF ETHICS

Pursuant to the requirements of rule 17j-1 under 1940 Act, and in order to protect against certain unlawful acts, practices and courses of business by certain individuals or entities related to the Funds, the Funds, the Adviser, the Sub-Advisers and the Distributor have each adopted a Code of Ethics and procedures for implementing the provisions of the Code. The personnel of the Funds, the Adviser, the Sub-Advisers and the Distributor are subject to the code of ethics when investing in securities that may be purchased, sold or held by the Funds.

DISTRIBUTION PLAN

The Funds have adopted a plan pursuant to Rule 12b-1 under the 1940 Act, (the “Plan”).  The Plan permits the Funds to pay Arbor Court Capital, LLC (the “Distributor”) for certain distribution and promotion expenses related to marketing Class A shares of the Funds. The amount payable annually by the Funds is 0.25% of the average daily net assets of the Class A shares.  The Plan is a compensation style plan which means the Funds accrue expenses and pay the Distributor based upon the percentage described above rather than on actual expenses incurred by the Distributor.

Under the Plan, the Trust may engage in any activities related to the distribution of Funds shares, including without limitation the following: (i) payments, including incentive compensation, to securities dealers or other financial intermediaries, financial institutions, investment advisers and others that are engaged in the sale of shares of the Funds, or that may be advising shareholders of the Trust regarding the purchase, sale or retention of shares of the Funds; (ii) expenses of maintaining personnel (including personnel of organizations with which the Trust has entered into agreements related to this Plan) who engage in or support distribution of shares of the Funds; (iii) costs of preparing, printing and distributing prospectuses and statements of additional information and reports of the Funds for recipients other than existing shareholders of the Funds; (iv) costs of formulating and implementing marketing and promotional activities, including, but not limited to, sales seminars, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising; (v) costs of preparing, printing and distributing sales literature; (vi) costs of obtaining such information, analyses and reports with respect to marketing and promotional activities as the Trust may, from time to time, deem advisable; and (vii) costs of implementing and operating this Plan.



19




The Trustees expect that the Plan could significantly enhance the Funds’ ability to expand distribution of shares of the Funds. It is also anticipated that an increase in the size of the Funds will produce economies of scale that benefit the shareholders, facilitate more efficient portfolio management, and assist the Funds in seeking to achieve its investment objective.

The Plan has been approved by the Board, including a majority of the Trustees who are not “interested persons” of the Trust and who have no direct or indirect financial interest in the Plan or any related agreement, by a vote cast in person.  Continuation of the Plan and the related agreements must be approved by the Trustees annually, in the same manner, and the Plan or any related agreement may be terminated at any time without penalty by a majority of such independent Trustees or by a majority of the outstanding shares of the Funds.  Any amendment increasing the maximum percentage payable under the Plan or other material change must be approved by a majority of the outstanding shares of the Funds, and all other material amendments to the Plan or any related agreement must be approved by a majority of the independent Trustees.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

Control Persons

Shareholders owning more than 25% of the shares of the Funds are considered to “control” the Fund as that term is defined under the 1940 Act.  Persons controlling the Funds can determine the outcome of any proposal submitted to the shareholders for approval, including changes to the Funds’ fundamental policies or the terms of the management agreement with the Adviser.  As of the date of this SAI, no person  owns of record or beneficially 5% or more of the outstanding shares of the Funds.


Management Ownership

None.

INVESTMENT ADVISORY SERVICES

Investment Adviser

The Trustees selected Tactical Fund Advisors, LLC, located at 8316 Cornell Road, Cincinnati, Ohio 45249, as the investment adviser to the Funds. Under the terms of the management agreement (the “Agreement”), the Adviser, subject to the supervision of the Board, provides or arranges to be provided to the Funds such investment advice as its deems advisable and will furnish or arrange to be furnished a continuous investment program for the Funds consistent with the Funds’ investment objective and policies.  As compensation for its management services, the Funds are obligated to pay the Adviser a fee computed and accrued daily and paid monthly at an annual rate of  1.30% of the average daily net assets of the Funds.

The Agreement continued for an initial term of two years, and is renewed on a year-to-year basis thereafter, provided that continuance is approved at least annually by specific approval of the Board or by vote of the holders of a majority of the outstanding voting securities of the Funds. In either event, it must also be approved by a majority of the Trustees who are neither parties to the agreement nor interested persons as defined in the 1940 Act, at a meeting called for the purpose of voting on such approval.  The Agreement may be terminated at any time without the payment of any penalty by the Board or by vote of



20




a majority of the outstanding voting securities of the Funds on not more than 60 days written notice to the Adviser. In the event of its assignment, the Agreement will terminate automatically.

The Adviser has contractually agreed to reduce its fees and to reimburse expenses, at least through May 31, 2020 to ensure that total annual Funds operating expenses after fee waiver and reimbursement (exclusive of any acquired fund fees and expenses, interest expenses, dividend expenses on short sales, taxes, brokerage commissions, expenses incurred in connection with any merger or reorganization, or extraordinary expenses such as litigation) will not exceed the percentages, shown in the table below, of average daily net assets (the “Expense Limitation Agreement”).  These fee waivers and expense reimbursements are subject to possible recoupment from the Fund within three years of the date on which the waiver or reimbursement occurs, if such recoupment can be achieved within the lesser of the foregoing expense limits and the expense limits in place at the time of recoupment.  The Expense Limitation Agreement may be terminated only by the Funds’ Board, on 60 days written notice to the Adviser.

Fund

Expense Limitation

Tactical Growth Allocation Fund

Class A 2.00%

Class I  1.75%

Tactical Moderate Allocation Fund

Class A 2.00%

Class I  1.75%

Tactical Conservative Allocation Fund

Class A 2.00%

Class I  1.75%


A discussion regarding the basis for the Board’s approval of the Agreement will be available in the Funds’ first annual or semi-annual shareholder report.

Drew Horter is the portfolio manager responsible for the day-to-day management of the Funds.  As of February 25, 2019, Mr. Horter is also responsible for the management of the following other types of accounts:

 

 

 

 

 

Account Type

Number of Accounts by Account Type

Total Assets By Account Type

Number of Accounts by Type Subject to a Performance Fee

Total Assets By Account Type Subject to a Performance Fee

Registered Investment Companies

0

0

0

0

Other Pooled Investment Vehicles

0

0

0

0

Other Accounts

0

0

0

0

 

 

 

 

 



















21






As of February 25, 2019, Mr. Leake was also responsible for the management of the following other types of accounts:

 

 

 

 

 

Account Type

Number of Accounts by Account Type

Total Assets By Account Type

Number of Accounts by Type Subject to a Performance Fee

Total Assets By Account Type Subject to a Performance Fee

Registered Investment Companies

4

$254,008,909

0

0

Other Pooled Investment Vehicles

0

0

0

0

Other Accounts

12,740

$285,354,626

0

0

 

 

 

 

 


As of February 25, 2019, Mr. Waters was also responsible for the management of the following other types of accounts:

 

 

 

 

 

Account Type

Number of Accounts by Account Type

Total Assets By Account Type

Number of Accounts by Type Subject to a Performance Fee

Total Assets By Account Type Subject to a Performance Fee

Registered Investment Companies

4

$254,008,909

0

0

Other Pooled Investment Vehicles

0

0

0

0

Other Accounts

12,740

$285,354,626

0

0

 

 

 

 

 


As of February 25, 2019, Mr. Halpern was also responsible for the management of the following other types of accounts:

 

 

 

 

 

Account Type

Number of Accounts by Account Type

Total Assets By Account Type

Number of Accounts by Type Subject to a Performance Fee

Total Assets By Account Type Subject to a Performance Fee

Registered Investment Companies

2

$45,400,000

0

0

Other Pooled Investment Vehicles

0

0

0

0

Other Accounts

0

0

0

0

 

 

 

 

 


As of February 25, 2019, Mr. Tuttle was also responsible for the management of the following other types of accounts:

 

 

 

 

 



















22







Account Type

Number of Accounts by Account Type

Total Assets By Account Type

Number of Accounts by Type Subject to a Performance Fee

Total Assets By Account Type Subject to a Performance Fee

Registered Investment Companies

5

$461,431,008

0

0

Other Pooled Investment Vehicles

0

0

0

0

Other Accounts

2

$130,000,000

0

0

 

 

 

 

 


In general, when a 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 Funds, or it could receive a performance-based fee on certain accounts. The procedures to address conflicts of interest, if any, are described below.

The Adviser and/or Sub-Advisers attempt to avoid conflicts of interest that may arise as a result of the management of multiple client accounts. From time to time, the Adviser and/or Sub-Advisers may recommend or cause a client to invest in a security in which another client of the Adviser and/or Sub-Advisers have an ownership position.  The Adviser and/or Sub-Advisers have each adopted certain procedures intended to treat all client accounts in a fair and equitable manner.  To the extent that the Adviser and/or Sub-Advisers seek to purchase or sell the same security for multiple client accounts, the Adviser and/or Sub-Advisers may aggregate, or bunch, these orders where it deems this to be appropriate and consistent with applicable regulatory requirements.  When a bunched order is filled in its entirety, each participating client account will participate at the average share prices for the bunched order.  When a bunched order is only partially filled, the securities purchased will be allocated on a pro-rata basis to each account participating in the bunched order based upon the initial amount requested for the account, subject to certain exceptions.  Each participating account will receive the average share price for the bunched order on the same business day.

For services as a Portfolio Manager to the Funds, Mr. Horter receives a share of the Adviser’s profits, if any. For services as a Portfolio Manager to the Funds, Mr. Leake, Mr. Waters, Mr. Halpern, and Mr. Tuttle receive a share of the sub-advisers profits, if any.

The following table shows the dollar range of equity securities beneficially owned by the portfolio managers in the Funds as of the date of this SAI.

Name of Portfolio Manager

Dollar Range of Equity Securities in the Funds

Mr. Horter

None

Mr. Leake

None

Mr. Waters

None

Mr. Halpern

None



23







Mr. Tuttle

None


Sub-Advisers and Sub-Advisory Agreements

The Adviser has engaged the following sub-advisers to serve as sub-advisers to their prospective Funds pursuant to Investment Sub-Advisory Agreements (collective, the “Sub-Advisory Agreements”): (i) Tuttle Tactical Management, LLC  (the “Tuttle  Sub-Adviser”); (ii)  the Exceed Advisory, LLC (the “ Exceed Sub-Adviser”); and (iii) Anchor Capital Management Group, Inc. (the “ Anchor Sub-Adviser”).  The Sub-Advisers are responsible for selecting the Funds’ investments according to each Funds’ investment objectives, policies, and restrictions.


The Sub-Advisory Agreements shall continue in effect for two years initially and then from year to year, provided it is renewed at least annually by a vote of the majority of the Trustees, who are not parties to the agreement or interested persons of any such party, cast in person at a meeting specifically called for the purpose of voting on such approval. The Sub-Advisory Agreements may be terminated without penalty at any time by the Adviser or the respective Sub-Adviser on 60 days’ written notice, and will automatically terminate in the event of its “assignment” (as that term is defined in the 1940 Act).


The Sub-Advisory Agreements provide that each Sub-Adviser will formulate and implement a continuous investment program for their respective Fund, in accordance with that Fund’s objectives, policies, and limitations and any investments guidelines established by the Adviser. The Sub-Advisers will, subject to the supervision and control of the Adviser, determine in its discretion which issuers and securities will be purchased, held, sold, or exchanged by each Fund, and will place orders with and give instruction to brokers and dealers to cause the execution of such transactions. The Sub-Advisers are required to furnish, at its own expense, all investment facilities necessary to perform its obligations under the Sub-Advisory Agreements. Pursuant to the Sub-Advisory Agreements between the Adviser and Sub-Advisers, the Sub-Advisers are entitled to receive an annual Sub-Advisory fee, which paid by the Adviser, not the Funds.    


Custodian

U.S. Bank, 425 Walnut Street, Cincinnati, Ohio  45202, serves as the Funds’ custodian (“Custodian”).  The Custodian acts as the Funds’ depository, provides safekeeping of its portfolio securities, collects all income and other payments with respect thereto, disburses funds at the Funds’ request and maintains records in connection with its duties.

Fund Services

Mutual Shareholder Services, LLC. (“MSS”), 8000 Town Centre Drive, Suite 400, Broadview Heights, Ohio 44147-4003, acts as the transfer agent (“Transfer Agent”) for the Funds.  MSS maintains the records of the shareholder’s account, answers shareholders’ inquiries concerning their accounts, processes purchases and redemptions of the Fund’s shares, acts as dividend and distribution disbursing agent and performs other transfer agent and shareholder service functions.  MSS receives an annual fee from the Trust of $11.50 per shareholder (subject to a minimum monthly fee of $775.00 per Fund) for these transfer agency services.

In addition, MSS provides the Fund with fund accounting services, which includes certain monthly reports, record-keeping and other management-related services. For its services as fund accountant (“Fund Accounting Agent”), MSS receives an annual fee from the Trust based on the average



24




value of the Fund.  These fees are: from $0 to $25 million in assets the annual fee is $21,000, from $25 million to $50 million in assets the annual fee is $30,500, from $50 million to $75 million in assets the annual fee is $36,250, from $75 million to $100 million in assets the annual fee is $42,000, from $100 million to $125 million in assets the annual fee is $47,750, from $125 million to $150 million in assets the annual fee is $53,500, and for asset above $150 million the annual fee is $59,250.  The Trust will receive a discount ranging from 10-60% depending on the net assets of each Trust until the Trust reaches $10 million in assets.

Administrator and Compliance Services

Collaborative Fund Services, LLC (“CFS”), located at 125 Greenwich Avenue, Greenwich, CT 06830, will serve as the Funds’ Administrator and will provide compliance services to the Funds.  CFS will be paid an annual fee of 0.35% of the Funds’ average daily net assets.  

Independent Registered Public Accounting Firm

The firm of Sanville & Company Certified Public Accountants, 1514 Old York Road, Abington, PA  19001, has been selected as independent registered public accounting firm for the Funds for the fiscal year ending December 31, 2019.  Sanville & Company will perform an annual audit of the Funds’ financial statements and provides financial, tax and accounting services as requested .

Legal Counsel

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

Distributor

The Trust selected Arbor Court Capital, LLC, located at 8000 Town Centre Drive, Suite 400, Broadview Heights, Ohio 44147 as the Funds distributor. The Distributor serves as the principal underwriter and national distributor for the shares of the Funds pursuant to underwriting agreement with the Trust (the “Underwriting Agreement”). The Distributor is registered as broker-dealer under the Securities and Exchange Act of 1934 and each state’s securities laws and is a member of FINRA. The offering of the Funds’ shares are continuous. The Underwriting Agreement provides that the Distributor, as agent in connection with the distribution of the Funds’ shares, will use reasonable efforts to facilitate the sale of the Funds’ shares.

The Underwriting Agreement provides that, unless sooner terminated, it will continue in effect for two years initially and thereafter shall continue year to year, subject to annual approval by (a) the Board or a vote of the majority of the outstanding shares, and (b) by a majority of Trustees who are not interested persons of the Trust or of the Distributor by vote cast in person at a meeting called for the purpose of voting on such approval.

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




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BROKERAGE ALLOCATION AND OTHER PRACTICES

Subject to policies established by the Board, the Adviser and/or Sub-Advisers, subject to the oversight of the Board, are responsible for the Funds’ portfolio decisions and the placing of the Funds’ portfolio transactions.  In placing portfolio transactions, the Adviser and/or Sub-Advisers seek the best qualitative execution for the Funds, taking into account such factors as price (including the applicable brokerage commission or dealer spread), the execution capability, financial responsibility and responsiveness of the broker or dealer and the brokerage and research services provided by the broker or dealer. The Adviser and/or Sub-Advisers generally seek favorable prices and commission rates that are reasonable in relation to the benefits received.

The Adviser and/or Sub-Advisers are specifically authorized to select brokers or dealers who also provide brokerage and research services to the Funds and/or the other accounts over which the Adviser exercises investment discretion, and to pay such brokers or dealers a commission in excess of the commission another broker or dealer would charge if the Adviser and/or Sub-Advisers determines in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided.  The determination may be viewed in terms of a particular transaction or the Adviser’s overall responsibilities with respect to the Trust and to other accounts over which it exercises investment discretion.  The Adviser and/or Sub-Advisers may not give consideration to sales of shares of the Trust as a factor in the selection of brokers and dealers to execute portfolio transactions.  However, the Adviser and/or Sub-Advisers may place portfolio transactions with brokers or dealers that promote or sell the Funds’ shares so long as such placements are made pursuant to policies approved by the Board that are designed to ensure that the selection is based on the quality of the broker’s execution and not on its sales efforts.

Research services include supplemental research, securities and economic analyses, statistical services and information with respect to the availability of securities or purchasers or sellers of securities, and analyses of reports concerning performance of accounts. The research services and other information furnished by brokers through whom the Funds effect securities transactions may also be used by the Adviser and/or Sub-Advisers in servicing all of its accounts.  Similarly, research and information provided by brokers or dealers serving other clients may be useful to the Adviser and/or Sub-Advisers in connection with its services to the Funds.  Although research services and other information are useful to the Funds and the Adviser, it is not possible to place a dollar value on the research and other information received.  It is the opinion of the Board and the Adviser and/or Sub-Advisers that the review and study of the research and other information will not reduce the overall cost to the Adviser and/or Sub-Advisers of performing its duties to the Funds under the Agreement.

Over-the-counter transactions will be placed either directly with principal market makers or with broker-dealers, if the same or a better price, including commissions and executions, is available.  Fixed income securities are normally purchased directly from the issuer, an underwriter or a market maker.  Purchases include a concession paid by the issuer to the underwriter and the purchase price paid to a market maker may include the spread between the bid and asked prices.

When the Funds and the Adviser’s and/or Sub-Advisers’ clients seek to purchase or sell the same security at or about the same time, the Adviser and/or Sub-Advisers may execute the transaction on a combined (“blocked”) basis.  Blocked transactions can produce better execution for the Funds because of the increased volume of the transaction. If the entire blocked order is not filled, the Funds may not be able to acquire as large a position in such security as it desires or it may have to pay a higher price for the security.  Similarly, the Funds may not be able to obtain as large an execution of an order to sell or as high a price for any particular portfolio security if the other client desires to sell the same portfolio security at the same time. In the event that the entire blocked order is not filled, the purchase or sale will



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normally be allocated on a pro rata basis.  The Adviser and/or Sub-Advisers may adjust the allocation when, taking into account such factors as the size of the individual orders and transaction costs, the Adviser and/or Sub-Advisers believes an adjustment is reasonable.

Portfolio Turnover

The portfolio turnover rates for the Funds are calculated by dividing the lesser of the Funds’ purchases or sales of portfolio securities for the year by the monthly average value of the portfolio securities.  The calculation excludes all securities whose remaining maturities at the time of acquisition were one year or less.  The portfolio turnover rate may vary greatly from year to year as well as within a particular year, and may also be affected by cash requirements for redemptions of shares.  High portfolio turnover rates will generally result in higher transaction costs, including brokerage commissions, to the Funds and may result in additional tax consequences to the Funds’ Shareholders. The Funds’ are 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 dictate.

DISCLOSURE OF PORTFOLIO HOLDINGS

The Funds are required to include a schedule of portfolio holdings in its annual and semi-annual reports to shareholders, which is sent to shareholders within 60 days of the end of the second and fourth fiscal quarters and which is filed with the Securities and Exchange Commission (the “SEC”) on Form N-CSR within 70 days of the end of the second and fourth fiscal quarters.  The Funds also are required to file a schedule of portfolio holdings with the SEC on Form N-Q within 60 days of the end of the first and third fiscal quarters.  The Funds must provide a copy of the complete schedule of portfolio holdings as filed with the SEC to any shareholder of the Funds, upon request, free of charge.  This policy is applied uniformly to all shareholders of the Funds without regard to the type of requesting shareholder (i.e., regardless of whether the shareholder is an individual or institutional investor).  The Funds may enter into ongoing arrangements to release portfolio holdings to rating agencies, such as Morningstar or Lipper, in order for the agencies to assign a rating or ranking to the Funds.  Portfolio holdings will be supplied to rating agencies no more frequently than quarterly and only after the Funds have filed a Form N-CSR or Form N-Q with the SEC.  The Funds currently do not have any ongoing arrangements to release portfolio holdings information to rating agencies.

Pursuant to policies and procedures adopted by the Board, the Funds have ongoing arrangements to release portfolio holdings information on a daily basis to the Adviser, the Sub-Advisers, Transfer Agent, the Funds Accounting Agent and Custodian and on an as needed basis to other third parties providing services to the Funds.  The Adviser, the Sub-Advisers, Transfer Agent, Funds’ Accounting Agent and Custodian receive portfolio holdings information daily in order to carry out the essential operations of the Fund.  The Funds disclose portfolio holdings to its auditors (Sanville & Company), legal counsel (Thompson Hine LLP), proxy voting services (if applicable), pricing services, printers, parties to merger and reorganization agreements and their agents, and prospective or newly hired investment advisers or sub-advisers.  The lag between the date of the information and the date on which the information is disclosed will vary based on the identity of the party to whom the information is disclosed.  For instance, the information may be provided to auditors within days of the end of an annual period, while the information may be given to legal counsel at any time.

The Funds make publicly available on a monthly basis an updated list of the Funds’ top ten holdings, sector weightings and other Funds’ characteristics.  This information is made available on the Funds’ website.  The same information may also be included in printed marketing materials.  The information is updated monthly and is usually available within 5 days of the month end.  The Funds’



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Form N-CSR and Form N-Q will contain the Funds’ entire list of portfolio holdings as of the applicable quarter end.

The Funds, the Adviser, the Sub-Advisers, the Transfer Agent, the Funds’ Accounting Agent and the Custodian are prohibited from entering into any special or ad hoc arrangements with any person to make available information about the Funds’ portfolio holdings without the specific approval of the Board.  Any party wishing to release portfolio holdings information on an ad hoc or special basis must  submit any proposed arrangement to the Board, which will review the arrangement to determine (i) whether the arrangement is in the best interests of the Funds’ shareholders, (ii) the information will be kept confidential (based on the factors discussed below),  (iii) whether sufficient protections are in place to guard against personal trading based on the information, and (iv) whether the disclosure presents a conflict of interest between the interests of Funds’ shareholders and those of the Adviser and/or the Sub-Advisers, or any affiliated person of the Funds or the Adviser and/or Sub-Advisers. Additionally, the Adviser and/or the Sub-Advisers, and any affiliated persons of the Adviser and/or Sub-Advisers are prohibited from receiving compensation or other consideration, for themselves or on behalf of the Funds, as a result of disclosing the Funds’ portfolio holdings.

Information disclosed to third parties, whether on an ongoing or ad hoc basis, is disclosed under conditions of confidentiality.  “Conditions of confidentiality” include (i) confidentiality clauses in written agreements, (ii) confidentiality implied by the nature of the relationship (e.g., attorney-client relationship), (iii) confidentiality required by fiduciary or regulatory principles (e.g., custody relationships) or (iv) understandings or expectations between the parties that the information will be kept confidential.  The agreements with the Funds’ Adviser, the Sub-Advisers, Transfer Agent, Funds’ Accounting Agent and Custodian contain confidentiality clauses, which the Board and these parties have determined extend to the disclosure of nonpublic information about the Fund’s portfolio holding and the duty not to trade on the non-public information.  The Funds believe, based upon its size and history, that these are reasonable procedures to protect the confidentiality of the Funds’ portfolio holdings and will provide sufficient protection against personal trading based on the information.

DETERMINATION OF SHARE PRICE

The price (net asset value) of the shares of the Funds are determined at the close of trading (normally 4:00 p.m., Eastern Time) on each day the New York Stock Exchange (“NYSE”) is open for business.  For a description of the methods used to determine the net asset value, see “How to Buy Shares – Purchasing Shares” in the prospectus.

Equity securities generally are valued by using market quotations, but may be valued on the basis of prices furnished by a pricing service when the Adviser and/or Sub-Advisers, as applicable, believes such prices accurately reflect the fair market value of such securities.  Securities that are traded on any stock exchange or on the NASDAQ over-the-counter market are generally valued by the pricing service at the last quoted sale price.  Lacking a last sale price, an equity security is generally valued by the pricing service at its last bid price .  When market quotations are not readily available, when the Adviser and/or Sub-Advisers determine that the market quotation or the price provided by the pricing service does not accurately reflect the current market value, or when restricted or illiquid securities are being valued, such securities are valued as determined in good faith by the Adviser and/or Sub-Advisers, in conformity with guidelines adopted by and subject to review of the Board.

Fixed income securities generally are valued by using market quotations, but may be valued on the basis of prices furnished by a pricing service when the Adviser and/or Sub-Advisers believe such prices accurately reflect the fair market value of such securities.  A pricing service utilizes electronic data processing techniques based on yield spreads relating to securities with similar characteristics to



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determine prices for normal institutional-size trading units of debt securities without regard to sale or bid prices.  If the Adviser and/or Sub-Advisers decide that a price provided by the pricing service does not accurately reflect the fair market value of the securities, when prices are not readily available from a pricing service, or when restricted or illiquid securities are being valued, securities are valued at fair value as determined in good faith by the Adviser and/or Sub-Adviser, in conformity with guidelines adopted by and subject to review of the Board.  Short term investments in fixed income securities with maturities of less than 60 days when acquired, or which subsequently are within 60 days of maturity, are valued by using the amortized cost method of valuation, which the Board has determined will represent fair value.

FAIR VALUE COMMITTEE AND VALUATION PROCESS

The fair value committee is composed of one of more officers from each of the (i) Trust, (ii) Administrator, and (iii) Adviser and/or the Sub-Advisers. The applicable investments are valued collectively via inputs from each of these groups. For example, 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 and/or the Sub-Advisers, the prices or values available do not represent the fair value of the instrument. Factors which may cause the Adviser and/or the Sub-Advisers 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 Funds’ calculation of its net asset value. 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 or illiquid securities, such as private placements or non-traded securities are valued via inputs from the Adviser and/or the Sub-Advisers 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 and/or Sub-Advisers are unable to obtain a current bid from such independent dealers or other independent parties, the fair value committee 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 each 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.

As a general principle, the fair value of a security is the amount that the Funds 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 Funds 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



29




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 Funds’ 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 Funds’ own assumptions in determining the fair value of investments).

The fair value committee 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 the portfolio manager of each 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 (and/or the Sub-Advisers) 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 Trust’s Board meets at least quarterly to consider the valuations provided by the fair value committee and to ratify the valuations made for the applicable securities. The Board considers the reports provided by the fair value committee, 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.

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, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

COMPLIANCE WITH PORTFOLIO HOLDING DISCLOSURE PROCEDURES

The Funds’ Chief Compliance Officers will report periodically report to the Board with respect to compliance with the Funds’ portfolio holdings disclosure procedures, and from time to time will provide the Board any updates to the portfolio holdings disclosure policies and procedures.

REDEMPTION IN-KIND

The Funds do not intend to redeem shares in any form except cash.  The Funds reserve the right to honor requests for redemption or repurchase orders made by a shareholder during any 90-day period by making payment in whole or in part in portfolio securities (“redemption in kind”) if the amount of such a request is large enough to affect operations (if the request is greater than the lesser of $250,000 or 1% of



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the Funds’ net assets at the beginning of the 90-day period) in order to protect the interests of remaining shareholders, or to accommodate a request by a particular shareholder.  In the event that an in-kind distribution is made, a shareholder may incur additional expenses, such as the payment of brokerage commissions, on the sale or other disposition of the securities received from the Funds.

TAX CONSEQUENCES

The Funds intend to qualify under Sub-Chapter M of the Internal Revenue Code.  Under provisions of Sub-Chapter M of the Internal Revenue Code of 1986 as amended, the Funds, by paying out substantially all of its investment income and realized capital gains, intends to be relieved of federal income tax on the amounts distributed to shareholders. In order to qualify as a “regulated investment company” under Sub-Chapter M, at least 90% of the Funds’ income must be derived from dividends, interest and gains from securities transactions, and no more than 50% of the Funds’ total assets may be in two or more securities that exceed 5% of the total assets of the Funds at the time of each security’s purchase. Not qualifying under Sub-Chapter M of the Internal Revenue Code would cause the Funds to be considered a personal holding company subject to normal corporate income taxes.  The Funds then would be liable for federal income tax on the capital gains and net investment income distributed to its shareholders, resulting in a second level of taxation that would substantially reduce net after-tax returns from the Funds.  Any subsequent dividend distribution of the Funds’ earnings after taxes would still be taxable as received by shareholders.

Tax Distribution : The Funds’ distributions (capital gains and dividend income), whether received by shareholders in cash or reinvested in additional shares of the Funds, may be subject to federal income tax payable by shareholders. All income realized by the Funds including short-term capital gains, will be taxable to the shareholder as ordinary income. Dividends from net income will be made annually or more frequently at the discretion of the Board. Dividends received shortly after purchase of Funds’ shares by an investor will have the effect of reducing the per share net asset value of his/her shares by the amount of such dividends or distributions. You should consult a tax adviser regarding the effect of federal, state, local, and foreign taxes on an investment in the Funds.

Federal Withholding : The Funds are required by federal law to withhold 31% of reportable payments (which may include dividends, capital gains, distributions and redemptions) paid to shareholders who have not complied with IRS regulations. In order to avoid this withholding requirement, you must certify on a W-9 tax form supplied by the Funds that your Social Security or Taxpayer Identification Number provided are correct and that you are not currently subject to back-up withholding, or that you are exempt from back-up withholding.

Medicare Tax:

An additional 3.8% Medicare tax generally will be imposed on certain net investment income (including ordinary dividends and capital gain distributions received from each Fund and net gains from redemptions or other taxable dispositions of each Fund’s shares) of U.S. individuals, estates and trusts to the extent that any such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds certain threshold amounts. Shareholders should consult their tax advisors about the application of federal, state, local and foreign tax law in light of their particular situation. Should additional series, or funds, be created by the Trustees, the Funds would be treated as a separate tax entity for federal tax purposes.

Foreign Account Tax Compliance Act:   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: (i) income dividends paid by each Fund and (ii) certain capital gain distributions and the proceeds arising from the sale of each Fund’s shares paid by each Fund.  FATCA withholding tax generally can be



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avoided: (i) 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 (ii) 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 Funds 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 Funds fails to provide the Funds with appropriate certifications or other documentation concerning its status under FATCA.

Tax Loss Carryforward:   Under current tax law, net capital losses realized after October 31 and net ordinary losses incurred after December 31 may be deferred and treated as occurring on the first day of the following fiscal year.  The Funds’ carryforward losses, post-October losses and post December losses are determined only at the end of each fiscal year.  Under the Regulated Investment Company Modernization Act of 2010, net capital losses recognized after December 31, 2010 may be carried forward indefinitely, and their character is retained as short-term and/or long-term. Although the Act provides several benefits, including the unlimited carryover of future capital losses, there may be a greater likelihood that all or a portion of the Funds’ pre-enactment capital loss carryovers may expire without being utilized due to the fact that post-enactment capital losses get utilized before pre-enactment capital loss carryovers.

The undistributed ordinary income and capital gains (losses) shown above differ from corresponding accumulated net investment income and accumulated net realized gain (loss) figures reported in the statement of assets and liabilities due to post-October capital loss deferrals on the Funds.


ANTI-MONEY LAUNDERING PROGRAM

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

 

Procedures to implement the Program include, but are not limited to, determining that 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.





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PROXY VOTING POLICIES AND PROCEDURES

The Board has delegated responsibilities for decisions regarding proxy voting for securities held by the Funds to the Adviser and/or Sub-Advisers. A copy of the proxy voting policies of the Adviser and Sub-Advisers are attached hereto as Appendix A. The actual voting records relating to portfolio securities during the most recent 12-month period ended June 30 will be available without charge, upon request, by calling toll free, 1-800-869-1679.  The information also will be available on the SEC’s website at www.sec.gov.  In addition, a copy of the Trust’s proxy voting policies and procedures are also available by calling 1-800-869-1679 and will be sent within three business days of receipt of a request.




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 Appendix A

Adviser Proxy Voting Policy

Background

Proxy voting is an important right of shareholders and reasonable care and diligence must be undertaken to ensure that such rights are properly and timely exercised.

Investment advisers registered with the SEC, and which exercise voting authority with respect to client securities, are required by Rule 206(4)-6 of the Advisers Act to (a) adopt and implement written policies and procedures that are reasonably designed to ensure that client securities are voted in the best interests of clients, which must include how an adviser addresses material conflicts that may arise between an adviser’s interests and those of its clients; (b) to disclose to clients how they may obtain information from the adviser with respect to the voting of proxies for their securities; (c) to describe to clients a summary of its proxy voting policies and procedures and, upon request, furnish a copy to its clients; and (d) maintain certain records relating to the adviser’s proxy voting activities when the adviser does have proxy voting authority.

Policy

Tactical Fund Advisors, LLC (the “Adviser”), as a matter of policy and as a fiduciary to our clients, has responsibility for voting proxies for portfolio securities consistent with the best economic interests of the clients. Our Firm maintains written policies and procedures as to the handling, research, voting and reporting of proxy voting and makes appropriate disclosures about our Firm’s proxy policies and practices.

Our general policy is to refrain from voting proxies because we believe the time cost of voting a proxy typically outweighs the benefits to our clients in aggregate.  From time-to-time we may elect to vote proxies when we believe the benefit outweighs these costs.

The Adviser’s policy when managing accounts for investment companies is to determine how to vote proxies based on our reasonable judgment of that vote most likely to produce favorable financial results for the fund’s shareholders. Proxy votes generally will be cast in favor of proposals that maintain or strengthen the shared interests of shareholders and management, increase shareholder value, maintain or increase shareholder influence over the issuer’s board of directors and management, and maintain or increase the rights of shareholders; proxy votes generally will be cast against proposals having the opposite effect. However, the Adviser will consider both sides of each proxy issue.

Our policy and practice includes the responsibility to receive and disclose any potential conflicts of interest and maintaining relevant and required records.

Responsibility

The Designated Supervisor is responsible for implementing and monitoring the Adviser’s proxy voting policy, practices, disclosures and record keeping, including outlining our voting guidelines in our procedures.



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Procedure

The Adviser has adopted procedures to implement the Firm’s policy and reviews to monitor and ensure the Firm’s policy is observed, implemented properly and amended or updated, as appropriate, which include the following:

Procedures for Investment Company Clients

Voting Procedures

Once proxy material has been received, it is then promptly reviewed by the Portfolio Manager. The Portfolio Manager is to evaluate the issues presented. The Portfolio Manager generally vote in a manner consistent with the following Voting Guidelines.

Voting Guidelines

A.

From time to time, it is possible that one the Adviser’s portfolio managers will decide (i) to vote shares held in client accounts he or she manages differently from the vote of another Adviser’s portfolio manager whose client accounts hold the same security or (ii) to abstain from voting on behalf of client accounts he or she manages when another of the Adviser’s portfolio manager is casting votes on behalf of other Adviser client accounts.

The CCO or CIO reviews all proxy votes collected from the Adviser’s portfolio managers prior to such votes being cast. The CCO maintains a log of all votes. The CCO, or their designee, performs a quarterly review of all votes cast by the Adviser to confirm that any conflicting votes were properly handled.

B.

There are many circumstances that might cause the Adviser to vote against an issuer’s board of directors or “management” proposal. These would include, among others, excessive compensation, unusual management stock options, preferential voting and poison pills. The portfolio managers decide these issues on a case-by-case basis.

C.

A portfolio manager may, determine to take no action on a proxy or a specific proxy item and not submit a vote when he or she concludes that the potential benefit of voting is outweighed by the cost, when it is not in the client account’s best interest to vote.

Conflicts of Interest

The Adviser will identify any conflicts that exist between the interests of the adviser and the client by reviewing the relationship of the Adviser with the issuer of each security to determine if the Adviser or any of its Supervised Persons has any financial, business or personal relationship with the issuer.

If a material conflict of interest exists, the CCO will determine whether it is appropriate to disclose the conflict to the affected clients, to give the clients an opportunity to vote the proxies themselves, or to address the voting issue through other objective means such as voting in a manner consistent with a predetermined voting policy or receiving an independent third party voting recommendation. The Adviser will maintain a record of the voting resolution of any conflict of interest.

Recordkeeping

The Designated Supervisor shall retain the following proxy records in accordance with the SEC’s five-year retention requirement.



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·

These policies and procedures and any amendments;

·

A record of each vote that the Adviser casts;

·

Any document the Adviser created that was material to making a decision how to vote proxies, or that memorializes that decision including periodic reports to CCO or proxy committee, if applicable.

·

A copy of each written request from a client for information on how the Adviser voted such client s proxies, and a copy of any written response.



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PART C

OTHER INFORMATION



Item 28.  Financial Statements and Exhibits.


(a) Articles of Incorporation.


(i) Registrant's Agreement and Declaration of Trust was filed on October 23, 2017 as an exhibit to the Registrant’s registration statement and are incorporated herein by reference.  


(ii) Registrant's Certificate of Trust was filed on October 23, 2017 as an exhibit to the Registrant’s registration statement and are incorporated herein by reference.  


(b) By-Laws. Registrant's By-Laws was filed on November 23, 2017 as an exhibit to the Registrant’s registration statement and are incorporated herein by reference.  


(c) Instruments Defining Rights of Security Holder.  None other than in the Declaration of Trust and By-Laws of the Registrant.


(d) Investment Advisory Contracts.  


(i) Management Agreement between Registrant and Innovative Portfolios, LLC was filed on May 15, 2019 as an exhibit to Post-Effective Amendment No. 20 to the Registrant’s registration statement and is incorporated by reference.


(ii) Management Agreement between Registrant and Tactical Fund Advisors, LLC is filed herewith.


(iii) Subadvisory Agreement between Registrant, Tactical Fund Advisors LLC and Anchor Capital Management Group, Inc. is filed herewith.


(iv) Subadvisory Agreement between Registrant, Tactical Fund Advisors LLC and Exceed Advisory LLC is filed herewith.


(v) Subadvisory Agreement between Registrant, Tactical Fund Advisors LLC and Tuttle Tactical Management, LLC is filed herewith.


(vi) Management Agreement between the Registrant and Belpointe Asset Management, LLC to be filed by subsequent amendment.


(vii) Subadvisory Agreement between Registrant, Belpointe Asset Management, LLC and Tuttle Tactical Management, LLC to be filed by subsequent amendment.


(viii) Management Agreement between Registrant and Greenwich Ivy Capital LLC was filed on May 2, 2019 as an exhibit to Post-Effective Amendment No. 13 to the Registrant’s registration statement and is incorporated by reference.


(ix) Management Agreement between the Registrant and Mercator Investment Management, LLC was filed on May 14, 2019 as an exhibit to Post-Effective Amendment No. 18 to the Registrant’s registration statement and is incorporated by reference.





(e) Underwriting Contracts.  


(i) Underwriting Agreement between Arbor Court Capital, LLC, Innovative Portfolios, LLC and the Registrant was filed on May 15, 2019 as an exhibit to Post-Effective Amendment No. 20 to the Registrant’s registration statement and is incorporated by reference.


(ii) Underwriting Agreement between Arbor Court Capital, LLC, Registrant, and Tactical Fund Advisors, LLC on behalf of the Tactical Conservative Allocation Fund, Tactical Moderate Allocation Fund, and the Tactical Growth Allocation Fund is filed herewith.


(iii) Underwriting Agreement between Foreside Fund Services, LLC and the Registrant on behalf of  the Tactical Income ETF to be filed by subsequent amendment.


(iv) Underwriting Agreement between Arbor Court Capital, LLC, the Registrant, and Greenwich Ivy Capital LLC on behalf of the Global Tactical Fund was filed on May 2, 2019 as an exhibit to Post-Effective Amendment No. 13 to the Registrant’s registration statement and is incorporated by reference.


(f) Bonus or Profit Sharing Contracts. None.


(g) Custodial Agreement.


(i) Custody Agreement was filed as an exhibit to the Registrant’s registration statement on January 16, 2018 and is incorporated herein by reference.


(ii) Amendment No. 1 to the Custody Agreement was filed on May 15, 2019 as an exhibit to Post-Effective Amendment No. 20 to the Registrant’s registration statement and is incorporated by reference.


(iii) Amendment No. 2 to the Custody Agreement on behalf of the Tactical Conservative Allocation Fund, Tactical Moderate Allocation Fund, and the Tactical Growth Allocation Fund is filed herewith.


(iv) Custody Agreement between the Registrant and Citibank, N.A. on behalf of the Tactical Income ETF to be filed by subsequent amendment.  


(v) Amendment No. 3 to the Custody Agreement on behalf of Global Tactical Fund was filed on May 2, 2019 as an exhibit to Post-Effective Amendment No. 13 to the Registrant’s registration statement and is incorporated by reference.


(h) Other Material Contracts.


(i) Transfer Agent Agreement and other material contracts were filed as exhibits to the Registrant’s registration statement on January 16, 2018 and are incorporated by reference.


(ii) Amendment No. 1 to Transfer Agent Agreement was filed on May 15, 2019 as an exhibit to Post-Effective Amendment No. 20 to the Registrant’s registration statement and is incorporated by reference.  


(iii) Amendment No. 2 to Transfer Agent Agreement on behalf of the Tactical Conservative Allocation Fund, Tactical Moderate Allocation Fund, and Tactical Growth Allocation Fund is filed herewith.


(iv) Transfer Agent Agreement between Citibank, N.A., and the Registrant on behalf of the Tactical Income ETF to be filed by subsequent amendment.




(v) Amendment No. 3 to Transfer Agent Agreement on behalf of the Global Tactical Fund was filed on May 2, 2019 as an exhibit to Post-Effective Amendment No. 13 to the Registrant’s registration statement and is incorporated by reference..


(vi) Administration Agreement between Collaborative Fund Services, LLC was filed on May 15, 2019 as an exhibit to Post-Effective Amendment No. 20 to the Registrant’s registration statement and is incorporated by reference.  


(vii) Amended and Restated Administration Agreement between Collaborative Fund Services, LLC and the Registrant is filed herewith.  


(viii) Second Amended and Restated Administration Agreement between Collaborative Fund Services, LLC and the Registrant was filed on May 2, 2019 as an exhibit to Post-Effective Amendment No. 13 to the Registrant’s registration statement and is incorporated by reference.  


(ix) Operating Expense Limitation Agreement with Innovative Portfolios, LLC was filed on May 15, 2019 as an exhibit to Post-Effective Amendment No. 20 to the Registrant’s registration statement and is incorporated by reference.


(x) Operating Expense Limitation Agreement with Tactical Fund Advisors, LLC is filed herewith.


(xi) Operating Expense Limitation Agreement with Belpointe Asset Management, LLC to be filed by subsequent amendment.


(xii) Operating Expense Limitation Agreement with Greenwich Ivy Capital LLC was filed on May 2, 2019 as an exhibit to Post-Effective Amendment No. 13 to the Registrant’s registration statement and is incorporated by reference.


(xiii) Operating Expense Limitation Agreement with Mercator Investment Management, LLC was filed on May 14, 2019 as an exhibit to Post-Effective Amendment No. 18 to the Registrant’s registration statement and is incorporated by reference


(i) Legal Opinion and Consent.


(i) Legal Opinion and Consent of Thompson Hine LLP is filed herewith.


 (j) Other Opinion. None.


(k) Omitted Financial Statements. None.


(l) Initial Capital Agreements. None.


(m) Rule 12b-1 Plan.  


(i) Rule 12b-1 Plan was filed on May 15, 2019 as an exhibit to Post-Effective Amendment No. 20 to the Registrant’s registration statement and is incorporated by reference.


(ii) Amended and Restated Rule 12b-1 Plan is filed herewith.


(n) Rule 18f-3 Plan.  


(i) Rule 18f-3 Plan was filed on May 15, 2019 as an exhibit to Post-Effective Amendment No. 20 to the Registrant’s registration statement and is incorporated by reference.




(ii) Amended and Restated 18f-3 Plan is filed herewith.


(o) Reserved.


(p) Code of Ethics.


(i) Code of Ethics for Registrant was filed on January 24, 2018 as an exhibit to the Registrant’s registration statement and is incorporated herein by reference.


(ii) Code of Ethics for Belpointe Asset Management, LLC was filed on January 24, 2018 as an exhibit to the Registrant’s registration statement and is incorporated herein by reference.


(iii) Code of Ethics for Innovative Portfolios, LLC was filed on May 15, 2019 as an exhibit to Post-Effective Amendment No. 20 to the Registrant’s registration statement and is incorporated by reference.  


(iv) Code of Ethics for Mercator Investment Management, LLC was filed on May 15, 2019 as an exhibit to Post-Effective Amendment No. 20 to the Registrant’s registration statement and is incorporated by reference.  


(v) Code of Ethics for Tactical Fund Advisors, LLC is filed herewith.


(vi) Code of Ethics for Anchor Capital Management Group, Inc. is filed herewith.


(vii) Code of Ethics for Exceed Advisory LLC is filed herewith.


(viii) Code of Ethics for Tuttle Tactical Management, LLC is filed herewith.


(ix) Code of Ethics for Greenwich Ivy Capital LLC was filed on May 2, 2019 as an exhibit to Post-Effective Amendment No. 13 to the Registrant’s registration statement and is incorporated by reference.


(q) Powers of Attorney.  


(i) Power of Attorney for Registrant, and a certificate with respect thereto, and each trustee and executive officer, were filed as exhibits to the Registrant’s registration statement on January 16, 2018 and are incorporated herein by reference.


(ii) Power of Attorney for Mr. Shawn Orser was filed on May 15, 2019 as an exhibit to Post-Effective Amendment No. 20 to the Registrant’s registration statement and is incorporated by reference.  


Item 29. Control Persons. None.


Item 30. Indemnification.


Reference is made to Article VIII of the Registrant's Agreement and Declaration of Trust which is included. The application of these provisions is limited by the following undertaking set forth in the rules promulgated by the Securities and Exchange Commission:


Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in such Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a trustee, officer or controlling person of the registrant in



the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in such Act and will be governed by the final adjudication of such issue. The Registrant may maintain a standard mutual fund and investment advisory professional and directors and officers liability policy. The policy, if maintained, would provide coverage to the Registrant, its Trustees and officers, and could cover its advisers, among others. Coverage under the policy would include losses by reason of any act, error, omission, misstatement, misleading statement, neglect or breach of duty.


Item 31. Activities of Investment Adviser.


A description of any other business, profession, vocation, or employment of a substantial nature in which any of the Funds’ advisers and sub-advisers of the Registrant, and each member, director, executive officer, or partner of the advisers and sub-advisers, are or have been, at any time during the past two fiscal years, engaged in for his or her own account or in the capacity of member, trustee, officer, employee, partner or director, is set forth in the respective prospectus.


Information as to the members and officers of each adviser and sub-adviser are included in their respective Form ADVs as filed with the SEC and are incorporated herein by reference.  


Mercator Investment Management, LLC is adviser to the Mercator International Opportunity Fund (file no. 801-69329).


Innovative Portfolios, LLC is adviser to Preferred-Plus and Dividend Performers (file no. 801-113422).


Tactical Fund Advisors, LLC is adviser to Tactical Conservative Allocation Fund, Tactical Moderate Allocation Fund and Tactical Growth Allocation Fund (file no. 801-114248).


Anchor Capital Management Group, Inc. is a subadviser to Tactical Conservative Allocation Fund, Tactical Moderate Allocation Fund and Tactical Growth Allocation Fund (file no. 801-61643).


Exceed Advisory LLC is a subadviser to Tactical Conservative Allocation Fund, Tactical Moderate Allocation Fund and Tactical Growth Allocation Fund (file no. 801-79958).


Tuttle Tactical Management, LLC. is a subadviser to Tactical Conservative Allocation Fund, Tactical Moderate Allocation Fund, Tactical Growth Allocation Fund, and Tactical Income ETF (file no. 801-76982).


Greenwich Ivy Capital LLC is adviser to the Global Tactical Fund (file no. 801-114699).


Belpointe Asset Management, LLC is adviser to the Tactical Income ETF (file no. 801-69329).


Item 32. Principal Underwriter.  


(a) Arbor Court Capital, LLC, the principal underwriter to CCA Aggressive Return Fund and also acts as principal underwriter for the following investment companies: Archer Investment Series Trust, Frank Funds, Clark Fork Trust, PSG Capital Management Trust, the Monteagle Funds, Ancora Trust, the MP63 Fund, Inc., the Footprints Discover Value Fund, the Collaborative Investment Series Trust, the Neiman Funds, and the Second Nature Series Trust .


(b) Arbor Court Capital, LLC is registered with Securities and Exchange Commission as a broker-­dealer and is a member of the Financial Industry Regulatory Authority, Inc. The principal business address of



Arbor Court is 8000 Town Centre Drive Broadview Heights, Ohio. The following are the members and officers of Arbor Court:

 

 

 

 

 

 

Name

Positions and Offices
with Underwriter

Positions and Offices with the Trust

Gregory B. Getts

President, Member, Financial Principal and CFO

Trustee and President

David W. Kuhr

Chief Compliance Officer

None



Item 33. Location of Accounts and Records.


All accounts, books and documents required to be maintained by the Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and Rules 31a-1 through 31a-3 thereunder are maintained at the office of the Registrant and the Transfer Agent.  The address of the Transfer Agent is 8000 Town Centre Drive, Suite 400, Broadview Heights, OH 44147. The address of the Custodian is 425 Walnut Street, Cincinnati, Ohio  45202.


Item 34. Management Services. Not applicable.


Item 35. Undertakings. None.



SIGNATURES


Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this registration statement under Rule 485(b) under the Securities Act and has duly caused this Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Columbus, State of Ohio, on the 16th day of May, 2019.


Collaborative Investment Series Trust




By:

/s/JoAnn M. Strasser

JoAnn M. Strasser

*Pursuant to Powers of Attorney


Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities on May 16, 2019.



Name

Title

Dean Drulias*

Trustee

Shawn Orser*

Trustee

Fredrick Stoleru*

Trustee

Brandon E. Lacoff*

Trustee

Gregory Skidmore*

Trustee, President, Principal Executive Officer

Adam Snitkoff*

Treasurer and Principal Financial Officer




By: /s/JoAnn M. Strasser

JoAnn M. Strasser

*Pursuant to Powers of Attorney





 Exhibit Index


1. Management Agreement

EX 99.28.d(ii)

2. Sub-Advisory Agreement

EX 99.28.d(iii)

3. Sub-Advisory Agreement

EX 99.28.d(iv)

4. Sub-Advisory Agreement

EX 99.28.d(v)

5. Underwriting Agreement

EX 99.28.e(ii)

6. Custody Agreement

EX 99.28.g(iii)

7. Transfer Agent Agreement

EX 99.28.h(iii)

8. Administration Agreement

EX 99.28.h(vii)

9. Expense Limitation Agreement

EX 99.28.h(x)

10. Legal Opinion and Consent of Thompson Hine LLP

EX 99.28.i(i)

11. Rule 12b-1 Plan

EX 99.28.m(ii)

12. Rule 18f-3 Plan

EX 99.28.n(ii)

13. Code of Ethics

EX 99.28.p(v)

14. Code of Ethics

EX 99.28.p(vi)

15. Code of Ethics

EX 99.28.p(vii)

16. Code of Ethics

EX 99.28.p(viii)














INVESTMENT ADVISORY AGREEMENT


AGREEMENT (the “Agreement”), made as of February 26, 20 19 between COLLABORATIVE INVESTMENT SERIES TRUST, a Delaware statutory trust (the “Trust”), and Tactical Fund Advisors, LLC, a limited liability company organized and existing under the laws of the Ohio (the “Adviser”) located at 8316 Cornell Road, Cincinnati, Ohio 45249.


WITNESSETH:


WHEREAS, the Trust is an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the “Act”);


WHEREAS, the Trust is authorized to issue shares of beneficial interest in separate series, each having its own investment objective or objectives, policies and limitations;


WHEREAS, the Trust offers shares in the series named on Appendix A hereto (such series, together with all other series subsequently established by the Trust and made subject to this Agreement in accordance with Section 1.3, being herein referred to as a “Fund,” and collectively as the “Funds”);


WHEREAS, the Adviser is registered as an investment adviser under the Investment Advisers Act of 1940; and


WHEREAS, the Trust desires to retain the Adviser to render investment advisory services to the Trust with respect to the Fund in the manner and on the terms and conditions hereinafter set forth;


NOW, THEREFORE, the parties hereto agree as follows:


1.

Services of the Adviser.


      1.1 Investment Advisory Services . The Adviser shall act as the investment adviser to the Fund and, as such, shall (i) obtain and evaluate such information relating to the economy, industries, business, securities markets and securities as it may deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the investment of the assets of the Fund in a manner consistent with its investment objective(s), policies and restrictions, and (iii) determine from time to time securities to be purchased, sold, retained or lent by the Fund, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Adviser will place orders pursuant to its investment determinations either directly with the  issuer or with a broker or dealer, and if with a broker or dealer, (a) will attempt to obtain the best price and execution of its orders, and (b) may nevertheless in its discretion purchase and sell portfolio securities from and  to brokers who provide the Adviser with research, analysis, advice and similar services and pay such brokers in return a higher commission than may be charged by other brokers.




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      The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv).


      The Adviser shall carry out its duties with respect to the Fund’s investments in accordance with applicable law and the investment objectives, policies and restrictions set forth in the Fund’s then-current Prospectus and Statement of Additional Information, and subject to such further limitations as the Trust may from time to time impose by written notice to the Adviser.


      1.2 Administrative Services .  The Trust has engaged the services of an administrator.   The Adviser shall provide such additional administrative services related to its advisory functions or the functions listed below, as reasonably requested by the Board of Trustees or officers of the Trust; provided, that the Adviser shall not have any obligation to provide under this Agreement any direct or indirect services to Trust shareholders, any services related to the distribution of Trust shares, or any other services which are the subject of a separate agreement or arrangement between the Trust and the Adviser. Subject to the foregoing, in providing administrative services hereunder, the Adviser shall:


      1.2.1 Office Space, Equipment and Facilities .  Provide such office space, office equipment and office facilities as are adequate to fulfill the Adviser’s obligations hereunder.


      1.2.2 Personnel .  Provide, without remuneration from or other cost to the Trust, the services of individuals competent to perform the administrative functions, assumed in this Section, .


       1.2.4 Trustees and Officers .  Authorize and permit the Adviser’s directors, officers and employees who may be elected or appointed as Trustees or officers of the Trust to serve in such capacities, without remuneration from or other cost to the Trust.


      1.2.5 Books and Records . Assure that all financial, accounting and other records required to be maintained and preserved by the Adviser on behalf of the Trust are maintained and preserved by it in accordance with applicable laws and regulations.


      1.2.6 Reports and Filings . Provide such information as may be reasonably requested in connection with the preparation of  all periodic reports by the Fund to its shareholders and all reports and filings required to maintain the registration and qualification of the Fund and Fund shares, or to meet other regulatory or tax requirements applicable to the Fund , under federal and state securities and tax laws, and review sections of those reports and filings related to Adviser’s functions and designated responsibilities under this Agreement.


      1.3 Additional Series . In the event that the Trust establishes one or more series after the effectiveness of this Agreement (“Additional Series”), Appendix A to this Agreement may be amended to make such Additional Series subject to this Agreement upon the approval of the Board of Trustees of the Trust and the shareholder(s) of the Additional Series, in accordance



2




with the provisions of the Act. The Trust or the Adviser may elect not to make any such series subject to this Agreement.


      1.4 Change in Management or Control . The Adviser shall provide at least sixty (60) days’ prior written notice to the Trust of any change in “control,” as that term is defined in Section 2 of the Act.  The Adviser shall provide prompt, advance notice, to the extent practicable, of any change in the portfolio manager(s) responsible for the day-to-day management of the Fund.


2.

Expenses of the Fund .


      2.1 Expenses to be Paid by Adviser .  The Adviser shall pay all salaries, expenses and fees of any officers, Trustees and employees of the Trust who are officers, directors , members or employees of the Adviser. Notwithstanding the foregoing, the Adviser is not obligated to pay the compensation or expenses of the Trust’s Chief Compliance Officer, regardless of whether the Chief Compliance Officer is affiliated with the Adviser.  The salaries, expenses and fees of any officers, Trustees and employees of the Trust who are not officers, directors, members or employees of the Adviser will be paid by the Collaborative Fund Services, LLC.


      In the event that the Adviser pays or assumes any expenses of the Trust not required to be paid or assumed by the Adviser under this Agreement, the Adviser shall not be obligated hereby to pay or assume the same or any similar expense in the future; provided, that nothing herein contained shall be deemed to relieve the Adviser of any obligation to the Fund under any separate agreement or arrangement between the parties.


      2.2 Expenses to be Paid by the Fund .  The Fund shall bear all expenses of its operation, except those specifically allocated to the Adviser under this Agreement or under any separate agreement between the Trust and the Adviser.  Subject to any separate agreement or arrangement between the Trust and the Adviser, the expenses hereby allocated to a Fund , and not to the Adviser, include but are not limited to:


      2.2.1 Custody . All charges of depositories, custodians, and other agents for the transfer, receipt, safekeeping, and servicing of the Fund’ s cash, securities, and other property.


      2.2.2 Shareholder Servicing .  All expenses of maintaining and servicing shareholder accounts, including but not limited to the charges of any shareholder servicing agent, dividend disbursing agent, transfer agent or other agent engaged by the Trust to service shareholder accounts.


      2.2.3 Shareholder Reports .  All expenses of preparing, setting in type, printing and distributing reports and other communications to shareholders.


      2.2.4 Prospectuses .  All expenses of preparing, converting to EDGAR format, filing with the Securities and Exchange Commission or other appropriate regulatory body, setting in type, printing and mailing annual or more frequent revisions of the Fund ’s Prospectus and Statement of Additional Information and any supplements thereto and of supplying them to shareholders.




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      2.2.5 Pricing and Portfolio Valuation .  All expenses of computing the Fund ’s net asset value per share, including any equipment or services obtained for the purpose of pricing shares or valuing the Fund ’s investment portfolio.


      2.2.6 Communications .  All charges for equipment or services used for communications between the Adviser or the Trust and any custodian, shareholder servicing agent, portfolio accounting services agent, or other agent engaged by the Trust.


      2.2.7 Legal and Accounting Fees .  All charges for services and expenses of the Trust’s legal counsel and independent accountants.


      2.2.8 Trustees’ Fees and Expenses .  All compensation of Trustees other than those affiliated with the Adviser, all expenses incurred in connection with such unaffiliated Trustees’ services as Trustees, and all other expenses of meetings of the Trustees and committees of the Trustees.


      2.2.9 Shareholder Meetings .  All expenses incidental to holding meetings of shareholders, including the printing of notices and proxy materials, and proxy solicitations therefor.


      2.2.10 Federal Registration Fees .  All fees and expenses of registering and maintaining the registration of the Fund under the Act and the registration of the Fund ’s shares under the Securities Act of 1933 (the “1933 Act”), including all fees and expenses incurred in connection with the preparation, converting to EDGAR format, setting in type, printing, and filing of any Registration Statement, Prospectus and Statement of Additional Information under the 1933 Act or the Act, and any amendments or supplements that may be made from time to time.


      2.2.11 State Registration Fees .  All fees and expenses of taking required action to permit the offer and sale of the Fund ’s shares under securities laws of various states or jurisdictions, and of registration and qualification of the Fund under all other laws applicable to the Trust or its business activities (including registering the Trust as a broker-dealer, or any officer of the Trust or any person as agent or salesperson of the Trust in any state).  


      2.2.12 Confirmations . All expenses incurred in connection with the issue and transfer of Fund shares, including the expenses of confirming all share transactions.


      2.2.13 Bonding and Insurance .  All expenses of bond, liability, and other insurance coverage required by law or regulation or deemed advisable by the Trustees of the Trust, including, without limitation, such bond, liability and other insurance expenses that may from time to time be allocated to the Fund in a manner approved by its Trustees.


      2.2.14 Brokerage Commissions .  All brokers’ commissions and other charges incident to the purchase, sale or lending of the Fund ’s portfolio securities.


      2.2.15 Taxes .  All taxes or governmental fees payable by or with respect to the Fund to federal, state or other governmental agencies, domestic or foreign, including stamp or other transfer taxes.




4




      2.2.16 Trade Association Fees .  All fees, dues and other expenses incurred in connection with the Trust’s membership in any trade association or other investment organization.


      2.2.18 Compliance Fees .  All charges for services and expenses of the Trust’s Chief Compliance Officer.


      2.2.19 Nonrecurring and Extraordinary Expenses .  Such nonrecurring and extraordinary expenses as may arise including the costs of actions, suits, or proceedings to which the Trust is a party and the expenses the Trust may incur as a result of its legal obligation to provide indemnification to its officers, Trustees and agents.


3.

Advisory Fee.


       As compensation for all services rendered, facilities provided and expenses paid or assumed by the Adviser under this Agreement, the Fund shall pay the Adviser on the last day of each month, or as promptly as possible thereafter, a fee calculated by applying a monthly rate, based on an annual percentage rate, to the Fund’s average daily net assets for the month.  The annual percentage rate applicable to the Fund is set forth in Appendix A to this Agreement, as it may be amended from time to time in accordance with Section 1.3 of this Agreement.  If this Agreement shall be effective for only a portion of a month with respect to a Fund, the aforesaid fee shall be prorated for the portion of such month during which this Agreement is in effect for the Fund.


4.

Proxy Voting.


      The Adviser will vote, or make arrangements to have voted, all proxies solicited by or with respect to the issuers of securities in which assets of a Fund may be invested from time to time.  Such proxies will be voted in a manner that you deem, in good faith, to be in the best interest of the Fund and in accordance with your proxy voting policy.  You agree to provide a copy of your proxy voting policy to the Trust prior to the execution of this Agreement, and any amendments thereto promptly.


5.

Records.


      5.1 Tax Treatment .  Both the Adviser and the Trust shall maintain, or arrange for others to maintain, the books and records of the Trust in such a manner that treats the Fund as a separate entity for federal income tax purposes.


      5.2 Ownership .  All records required to be maintained and preserved by the Trust pursuant to the provisions or rules or regulations of the Securities and Exchange Commission under Section 31(a) of the Act and maintained and preserved by the Adviser on behalf of the Trust are the property of the Trust and shall be surrendered by the Adviser promptly on request by the Trust; provided, that the Adviser may at its own expense make and retain copies of any such records.







5




6.

Reports to Adviser.


      The Trust shall furnish or otherwise make available to the Adviser such copies of the Fund ’s Prospectus, Statement of Additional Information, financial statements, proxy statements, reports and other information relating to its business and affairs as the Adviser may, at any time or from time to time, reasonably require in order to discharge any of its obligations under this Agreement.


7.

Reports to the Trust.


      The Adviser shall prepare and furnish to the Trust such reports, statistical data and other information in such form and at such intervals as the Trust may reasonably request.


8.

Code of Ethics.


      The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Act and will provide the Trust with a copy of the code and evidence of its adoption.  Within 45 days of the last calendar quarter of each year while this Agreement is in effect, the Adviser will provide to the Board of Trustees of the Trust a written report that describes any issues arising under the code of ethics since the last report to the Board of Trustees, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Adviser has adopted procedures reasonably necessary to prevent “access persons” (as that term is defined in Rule 17j-1) from violating the code.


9.

Retention of Sub-Adviser.


      Subject to the Trust’s obtaining the initial and periodic approvals required under Section 15 of the Act, the Adviser may retain one or more sub-advisers, at the Adviser’s own cost and expense, for the purpose of managing the investments of the assets of one or more Funds of the Trust. Retention of one or more sub-advisers shall in no way reduce the responsibilities or obligations of the Adviser under this Agreement and the Adviser shall, subject to Section 11 of this Agreement, be responsible to the Trust for all acts or omissions of any sub-adviser in connection with the performance of the Adviser’s duties hereunder.


10.

Services to Other Clients.


      Nothing herein contained shall limit the freedom of the Adviser or any affiliated person of the Adviser to render investment management and administrative services to other investment companies, to act as investment adviser or investment counselor to other persons, firms or corporations, or to engage in other business activities.


11.

Limitation of Liability of Adviser and its Personnel.


      Neither the Adviser nor any director, manager, officer or employee of the Adviser performing services for the Trust at the direction or request of the Adviser in connection with the



6




Adviser’s discharge of its obligations hereunder shall be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with any matter to which this Agreement relates, and the Adviser shall not be responsible for any action of the Trustees of the Trust in following or declining to follow any advice or recommendation of the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement;  PROVIDED, that nothing herein contained shall be construed (i) to protect the Adviser against any liability to the Trust or its shareholders to which the Adviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Adviser’s duties, or by reason of the Adviser’s reckless disregard of its obligations and duties under this Agreement, or (ii) to protect any director, manager, officer or employee of the Adviser who is or was a Trustee or officer of the Trust against any liability of the Trust or its shareholders to which such person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office with the Trust.


12.

Effect of Agreement.


      Nothing herein contained shall be deemed to require to the Trust to take any action contrary to its Declaration of Trust or its By-Laws or any applicable law, regulation or order to which it is subject or by which it is bound, or to relieve or deprive the Trustees of the Trust of their responsibility for and control of the conduct of the business and affairs of the Trust.


13.

Term of Agreement.


      The term of this Agreement shall begin on the date first above written, and unless sooner terminated as hereinafter provided, this Agreement shall remain in effect for a period of two years. Thereafter, this Agreement shall continue in effect with respect to the Fund from year to year, subject to the termination provisions and all other terms and conditions hereof; PROVIDED, such continuance with respect to a Fund is approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Fund or by the Trustees of the Trust; PROVIDED, that in either event such continuance is also approved annually by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either party hereto. The Adviser shall furnish to the Trust, promptly upon its request, such information as may reasonably be necessary to evaluate the terms of this Agreement or any extension, renewal or amendment thereof.


14.

Amendment or Assignment of Agreement.


      Any amendment to this Agreement shall be in writing signed by the parties hereto; PROVIDED, that no such amendment shall be effective unless authorized (i) by resolution of the Trustees of the Trust, including the vote or written consent of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either party hereto, and (ii) by vote of a majority of the outstanding voting securities of the Fund affected by such amendment as required by applicable law. This Agreement shall terminate automatically and immediately in the event of its assignment.




7





15.

Termination of Agreement.


      This Agreement may be terminated as to any Fund at any time by either party hereto, without the payment of any penalty, upon sixty (60) days’ prior written notice to the other party; PROVIDED, that in the case of termination by any Fund, such action shall have been authorized (i) by resolution of the Trust’s Board of Trustees, including the vote or written consent of Trustees of the Trust who are not parties to this Agreement or interested persons of either party hereto, or (ii) by vote of majority of the outstanding voting securities of the Fund.


16.

Use of Name.


      The Trust is named the Collaborative Investment Series Trust and the Fund may be identified, in part, by the name “Collaborative Investment.”


17.

Declaration of Trust.


      The Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Trust’s Declaration of Trust and agrees that the obligations assumed by the Trust or a Fund, as the case may be, pursuant to this Agreement shall be limited in all cases to the Trust or a Fund, as the case may be, and its assets, and the Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Trust. In addition, the Adviser shall not seek satisfaction of any such obligations from the Trustees or any individual Trustee. The Adviser understands that the rights and obligations of any Fund under the Declaration of Trust are separate and distinct from those of any and all other Funds. The Adviser further understands and agrees that no Fund of the Trust shall be liable for any claims against any other Fund of the Trust and that the Adviser must look solely to the assets of the pertinent Fund of the Trust for the enforcement or satisfaction of any claims against the Trust with respect to that Fund.


18.

Confidentiality.


      The Adviser agrees to treat all records and other information relating to the Trust and the securities holdings of the Funds as confidential and shall not disclose any such records or information to any other person unless (i) the Board of Trustees of the Trust has approved the disclosure or (ii) such disclosure is compelled by law.  In addition, the Adviser and the Adviser’s officers, directors and employees are prohibited from receiving compensation or other consideration, for themselves or on behalf of the Fund, as a result of disclosing the Fund’s portfolio holdings.  The Adviser agrees that, consistent with the Adviser’s Code of Ethics, neither the Adviser nor the Adviser’s officers, directors, members or employees may engage in personal securities transactions based on nonpublic information about a Fund’s portfolio holdings.


19.

Governing Law.


This Agreement shall be governed and construed in accordance with the laws of the State of New York.



8





20.

Interpretation and Definition of Terms.


         Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the Act shall be resolved by reference to such term or provision of the Act and to interpretation thereof, if any, by the United States courts, or, in the absence of any controlling decision of any such court, by rules, regulations or orders of the Securities and Exchange Commission validly issued pursuant to the Act. Specifically, the terms “vote of a majority of the outstanding voting securities,” “interested persons,” “assignment” and “affiliated person,” as used in this Agreement shall have the meanings assigned to them by Section 2(a) of the Act. In addition, when the effect of a requirement of the Act reflected in any provision of this Agreement is modified, interpreted or relaxed by a rule, regulation or order of the Securities and Exchange Commission, whether of special or of general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.


21.

Captions.


         The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.


22.

Execution in Counterparts.


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



[ Signature Page Follows ]



9




         IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date and year first above written.




COLLABORATIVE INVESTMENT

SERIES TRUST




By:

/s/ Greg Skidmore

Name:

Greg Skidmore

Title:

President



TACTICAL FUND ADVISORS, LLC




By:

/s/Drew Horter

Name:

Drew Horter

Title:

President




10




COLLABORATIVE INVESTMENT SERIES TRUST


INVESTMENT ADVISORY AGREEMENT


APPENDIX A



ANNUAL ADVISORY FEE AS A % OF

NAME OF FUND

AVERAGE NET ASSETS OF THE FUND


Tactical Conservative Allocation Fund

1.30%

Tactical Moderate Allocation Fund

1.30%

Tactical Growth Allocation Fund

1.30%



A-1




SUB-ADVISORY AGREEMENT

THIS SUB-ADVISORY AGREEMENT is made and entered into as of February 26, 2019, by and between Tactical Fund Advisors, LLC (the “Adviser”), a Ohio limited liability company and registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and Exceed Advisory, LLC (the “Sub-Adviser” and together with the Adviser the “Parties”), a New York limited liability company and also registered under the Advisers Act, with respect to the Tactical Conservative Allocation Fund, Tactical Moderate Allocation Fund, and Tactical Growth Allocation Fund (each a “Fund” and collectively, the “Funds”), a series of the Collaborative Investment Series Trust, a Delaware statutory trust (the “Trust”).

WHEREAS , the Trust is registered with the U.S. Securities and Exchange Commission (the “SEC”) as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS , the Adviser has been retained to act as investment adviser for the Funds pursuant to an Investment Advisory Agreement with the Trust effective as of February 26, 2019 (the “Advisory Agreement”);

WHEREAS , the Advisory Agreement permits the Adviser to delegate certain of its duties under the Advisory Agreement to other investment advisers, subject to the requirements of the 1940 Act;

WHEREAS , the Adviser desires to retain the Sub-Adviser to assist it in the provision of a continuous investment program for the Fund’s assets, and the Sub-Adviser is willing to render such services subject to the terms and conditions set forth in this Agreement.

NOW , THEREFORE , the Parties do mutually agree and promise as follows with respect to the Funds:

Appointment and Status of Sub-Adviser

.  The Adviser hereby appoints the Sub-Adviser to provide investment advisory services to the Funds for the period and on the terms set forth in this Agreement.  The Sub-Adviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.  The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor of the Adviser and the Trust and shall, unless otherwise expressly provided herein or authorized by the Adviser or the Board of Trustees (the “Board”) of the Trust from time to time, have no authority to act for or represent the Adviser or the Trust in any way or otherwise be deemed an agent of the Adviser or the Trust.

Sub-Adviser's Duties

.  Subject to the general supervision of the Board and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of the Funds and the composition of the portfolio of securities and investments (including cash) belonging to the Funds, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Funds’ investment objective, policies and restrictions as stated in the Funds’ then-current Prospectus and Statement of Additional Information (collectively, the "Prospectus") and subject to the following understandings:







(a)

The Sub-Adviser shall furnish a continuous investment program for the Funds and determine from time to time what investments or securities will be purchased, retained or sold by the Funds and what portion of the assets belonging to the Funds will be invested or held un-invested as cash;

(b)

The Sub-Adviser shall use its best judgment in the performance of its duties under this agreement;

(c)

The Sub-Adviser, in the performance of its duties and obligations under this agreement for the Funds, shall act in conformity with the Trust's declaration of trust, its by-laws and the Fund's prospectus and with the reasonable instructions and directions of the Trust's Board and the Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations;

(d)

The Sub-Adviser shall determine the securities to be purchased or sold by the Funds and will place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to paragraph heading: Execution of Purchase and Sale Orders below;

(e)

The Sub-Adviser shall maintain books and records with respect to the securities transactions of the Funds and shall render to the Adviser and the Board such periodic and special reports as the Adviser or the Board may reasonably request;

(f)

The Sub-Adviser shall provide the Trust's custodian and fund accountant on each business day with information about the Funds’ securities transactions, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian;

(g)

The Sub-Adviser shall respond promptly to any request from the Adviser or the Funds’ fund accountant for assistance in obtaining price sources for securities held by the Funds or determining a price when a price source is not available, and promptly review the prices used by the Funds’ accountant to determine net asset value and advise the Funds’ accountant promptly if any price appears to be incorrect;

(h)

The Sub-Adviser shall be responsible for: (i) directing the manner in which proxies solicited by issuers of securities beneficially owned by the Funds shall be voted, and (ii) making any elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the securities held by the Funds;

(i)

The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption.  Within 45 days of the last calendar quarter of each year while this agreement is in effect, the Sub-Adviser shall provide to the board a written report that describes any issues arising under the code of ethics since the last report to







the board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the sub-adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in rule 17j-1) from violating the code;

(j)

The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable federal and state regulations.  The Sub-Adviser shall provide to the trust's chief compliance officer an annual written report regarding the sub-adviser's compliance program.

(k)

The Adviser has delivered to the Sub-Adviser copies of (i) the Trust’s Trust Instrument and Bylaws, (ii) the Trust’s Registration Statement, all exhibits thereto, and all amendments thereto filed with the SEC pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the 1940 Act, (iii) the Trust’s current Prospectuses and Statements of Additional Information of the Funds (collectively, as currently in effect and as amended or supplemented, the “Prospectus”), and (iv) all procedures adopted by the Trust with respect to the Funds (i.e., repurchase agreement procedures), and shall promptly furnish the Sub-Adviser with all amendments of or supplements to the foregoing.  The Trust shall deliver to the Sub-Adviser (a) a certified copy of the resolution of the Board appointing the Sub-Adviser and authorizing the execution and delivery of this Agreement, (b) a copy of all proxy statements and related materials relating to the Funds, and (c) any other documents, materials or information that the Sub-Adviser shall reasonably request to enable it to perform its duties pursuant to this Agreement.  The Adviser shall furnish to the Sub-Adviser a copy of each amendment of or supplement to the foregoing promptly after the adoption of each amendment or supplement.

(l)

The Sub-Adviser has delivered to the Adviser and the Trust (i) a copy of its Form ADV as most recently filed with the SEC.  The Sub-Adviser shall promptly furnish the Adviser and Trust with all amendments of or supplements to the foregoing at least annually.

Custodian

.  The assets of the Funds shall be held by an independent custodian, not by the Adviser or Sub-Adviser.  The Sub-Adviser is authorized to give instructions to the custodian with respect to all investment decisions regarding the Funds and the custodian is authorized and directed to effect transactions for the Funds and otherwise take such actions as the Sub-Adviser shall reasonably direct in connection with the performance of the Sub-Adviser 's obligations in respect of the Funds.  

Risk Acknowledgment

.  (a) The Trust and Adviser shall expect of the Sub-Adviser, and the Sub-Adviser will give the Trust and Adviser the benefit of, the Sub-Adviser's best judgment and efforts in rendering its services hereunder.  The Sub-Adviser shall not be liable to the Adviser or the Trust hereunder for any mistake of judgment or in any event whatsoever, except for lack of good faith, provided that nothing herein shall be deemed to protect, or purport to







protect, the Sub-Adviser against any liability to the Adviser or the Trust to which the Sub-Adviser would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Sub-Adviser's duties hereunder, or by reason of the Sub-Adviser's reckless disregard of its obligations and duties hereunder.

(b)

The Sub-Adviser shall not be liable to the Adviser or the Trust for any action taken or failure to act in good faith reliance upon: (i) information, instructions or requests, whether oral or written, with respect to a Fund that the Sub-Adviser reasonably believes were made by a duly authorized officer of the Adviser or the Trust, (ii) the written advice of counsel to the Trust, and (iii) any written instruction or certified copy of any resolution of the Board.

(c)

The Sub-Adviser shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control including, without limitation, acts of civil or military authority, national emergencies, labor difficulties (other than those related to the Sub-Adviser’s employees), fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails (including electronic), transportation, communication or power supply.

Directions to the Sub-Adviser

.  Adviser will be responsible for forwarding Adviser and/or Trust directions, notices and instructions to Sub-Adviser, in writing, which shall be effective upon receipt by the Sub-Adviser.  The Sub-Adviser shall be fully protected in relying upon any such direction, notice, or instruction until it has been duly advised in writing of changes therein.

Execution of Purchase and Sale Orders

.  In connection with purchases or sales of portfolio securities for the account of the Fund, the Sub-Adviser will arrange for the placing of all orders for the purchase and sale of portfolio securities for the account with brokers or dealers selected by the Sub-Adviser, subject to review of this selection by the Board from time to time.  The Sub-Adviser will be responsible for the negotiation and the allocation of principal business and portfolio brokerage.  In the selection of such brokers or dealers and the placing of such orders, the Sub-Adviser will at all times seek, for the Funds the best qualitative execution, taking into account such factors as price (including the applicable brokerage commission or dealer spread), the execution capability, financial responsibility and responsiveness of the broker or dealer and the brokerage and research services provided by the broker or dealer.

The Sub-Adviser should generally seek favorable prices and commission rates that are reasonable in relation to the benefits received.  In seeking best qualitative execution, the Sub-Adviser is authorized to select brokers or dealers who also provide brokerage and research services to the Funds and/or the other accounts over which it exercises investment discretion.  The Sub-Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a Fund portfolio transaction that is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines in good faith that the amount of the commission is reasonable in relation to the value of the brokerage and research services provided by the executing broker or dealer.  The determination may be viewed in terms of either a particular transaction or the Sub-Adviser's overall responsibilities with respect to the Funds and to accounts over which the Sub-







Adviser exercises investment discretion.  The Trust and the Sub-Adviser understand and acknowledge that, although the information may be useful to the Funds and the Sub-Adviser, it is not possible to place a dollar value on such information.  The Board shall periodically review the commissions paid by the Funds to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Funds.  The Sub-Adviser may not give consideration to sales of shares of the Funds as a factor in the selection of brokers and dealers to execute Fund portfolio transactions.

Subject to the provisions of the 1940 Act, and other applicable law, the Sub-Adviser, any of its affiliates or any affiliates of its affiliates may retain compensation in connection with effecting a Fund's portfolio transactions, including transactions effected through others.  If any occasion should arise in which the Sub-Adviser gives any advice to clients of the Sub-Adviser concerning the shares of the Funds, the Sub-Adviser will act solely as investment counsel for such client and not in any way on behalf of the Funds.  

Books and Records

.  The Sub-Adviser shall keep the Trust's books and records required to be maintained by it pursuant to Section 2(e) of this Agreement.  The Sub-Adviser agrees that all records that it maintains for the Trust are the property of the Trust and it will promptly surrender any of such records to the Trust upon the Trust's request.  The Sub-Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by the Sub-Adviser with respect to the Trust by Rule 31a-1 under the 1940 Act.  Upon request, Adviser shall provide Sub-Adviser with commercially reasonable records and information as Adviser may access regarding the Funds.

Expenses of the Sub-Adviser

.  During the term of this Agreement, the Sub-Adviser will retain responsibility for expenses incurred by it in connection with the performance of its services under this Agreement other than the cost of securities, brokerage commissions, custodian fees, auditor's fees, taxes, interest, expenses that are undertaken by the Adviser or the Trust and other expenses related to the operation of the Trust or the Fund.

Compensation of the Sub-Adviser

.  For the services provided and the expenses borne by the Sub-Adviser pursuant to the Agreement, the Adviser will pay the Sub-Adviser a percentage of the net management fee earned by the Adviser as set forth on Exhibit A hereto.  Net Management Fees will be paid by each Fund to the Adviser on a monthly basis, and shall be defined as the gross management fees earned by the Funds less expenses the Funds incur that are allocated and subtracted from the gross management fees.  Payment of this compensation shall be the responsibility of the Adviser and shall not be an obligation of the Trust.  If the Sub-Adviser is terminated as specified in this agreement, then the compensation to the Sub-Adviser shall be prorated.

Liability

.  Neither the Sub-Adviser nor its shareholders, members, officers, directors, employees, agents, control persons or affiliates of any thereof, shall be liable for any error of judgment or mistake of law or for any loss suffered by the Funds in connection with the matters to which this Agreement relates except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act) or a loss







resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement.

Any person, even though also a director, officer, employee, shareholder, member or agent of the Sub-Adviser, who may be or become an officer, director, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with the Sub-Adviser's duties hereunder), to be rendering such services to or acting solely for the Trust and not as a director, officer, employee, shareholder, member or agent of the Sub-Adviser, or one under the Sub-Adviser's control or direction, even though paid by the Sub-Adviser.

Duration and Termination

.  The term of this Agreement shall begin as of the day the Sub-Adviser begins providing investment management services to the Funds and, unless sooner terminated as hereinafter provided, shall continue in effect for a period of two years.  This Agreement shall continue in effect from year to year thereafter, subject to termination as hereinafter provided, if such continuance is approved at least annually (a) by a majority of the outstanding voting securities (as defined in the 1940 Act) of each Fund or by vote of the Trust's Board, cast in person at a meeting called for the purpose of voting on such approval, and (b) by vote of a majority of the Trustees of the Trust who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval.  The Sub-Adviser shall furnish to the Adviser and the Trust, promptly upon their request, such information as may reasonably be necessary to evaluate the terms of this Agreement or any extension, renewal or amendment thereof.  

This Agreement may be terminated at any time on at least 60 days prior written notice to the Sub-Adviser, without the payment of any penalty, (i) by vote of the Board, (ii) by the Adviser, (iii) by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Funds, or (iv) in accordance with the terms of any exemptive order obtained by the Trust or the Funds under Section 6(c) of the 1940 Act, exempting the Trust or the Funds from Section 15(a) and Rule 18f-2 under the 1940 Act.  The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on at least 60 days' prior written notice to the Adviser and the Trust.  Termination of this Agreement and/or the services of the Sub-Adviser will not affect (i) the validity of any action previously taken by Sub-Adviser under this Agreement; (ii) liabilities or obligations of the parties for transactions initiated before termination of this Agreement; or (iii) the Fund’s obligation to pay advisory fees to Adviser.  If this Agreement is terminated by the Adviser or Sub-Adviser, Sub-Adviser will have no further obligation to take any action subsequent to termination with respect to the Fund except as may be reasonably required pursuant to the notice of termination and in furtherance of its role as a fiduciary in order to facilitate an orderly transition of the management of the Funds.  This Agreement will automatically and immediately terminate in the event of its assignment (as defined in the 1940 Act).

Exclusivity

.  (a) Sub-Adviser, its officers, employees, and agents, may have or take the same or similar positions in specific investments for their own accounts, or for the accounts of other clients, as the Sub-Adviser does for the Funds.  Adviser expressly acknowledges and understands that Sub-Adviser shall be free to render investment advice to others and that Sub-







Adviser does not make its investment management services available exclusively to Adviser or the Funds.  Nothing in this Agreement shall impose upon the Sub-Adviser any obligation to purchase or sell, or to recommend for purchase or sale, for the Funds any security which the Sub-Adviser, its principals, affiliates or employees, may purchase or sell for their own accounts or for the account of any other client, if in the reasonable opinion of the Sub-Adviser such investment would be unsuitable for the Funds or if the Sub-Adviser determines in the best interest of the Funds such purchase or sale would be impractical.  Except to the extent necessary to perform its obligations hereunder, and notwithstanding the limitations of section (b), below, nothing herein shall be deemed to limit or restrict the Sub-Adviser's right, or the right of any of the Sub-Adviser's directors, officers or employees to engage in any other business or to devote time and attention to the management or other aspects of any other business, whether of a similar or dissimilar nature, or to render services of any kind to any other corporation, trust, firm, individual or association.

(b)

The Parties agree that during the term of this Agreement, neither Adviser shall serve as investment adviser to another registered investment company managed in a similar style to the Funds, nor shall Sub-Adviser serve as investment adviser or investment sub-adviser to another registered investment company managed in a similar style to the Funds.  The Parties may waive this limitation by mutual agreement.  

Good Standing

.  Adviser and Sub-Adviser hereby warrant and represent that they are each investment advisers in good standing that their respective regulatory filings are current and accurately reflect their advisory operations, and that they are in compliance with applicable state and federal rules and regulations pertaining to investment advisers.  In addition, Adviser and Sub-Adviser further warrant and represent that neither is (nor any of their respective Associated Persons are) subject to any statutory disqualification set forth in Sections 203(e) and 203(f) of the Advisers Act (or any successor Advisers Act sections or rules), nor are they currently the subject of any investigation or proceeding which could result in statutory disqualification.  Adviser and Sub-Adviser acknowledge that their respective obligations to advise the other with respect to these representations shall be continuing and ongoing, and should any representation change for any reason, each warrants to advise the other immediately, together with providing the corresponding pertinent facts and circumstances.

Amendment

.  This Agreement may be amended by mutual consent of the Adviser and the Sub-Adviser, provided the Trust approves the amendment (i) by vote of a majority of the Trustees of the Trust, including Trustees who are not parties to this Agreement or “interested persons” (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such amendment, and (ii) if required under then current interpretations of the 1940 Act by the Securities and Exchange Commission, by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of each Fund affected by such amendment.

Privacy Notice/Confidentiality

.  The Adviser and Sub-Adviser acknowledge prior receipt of the other’s Privacy Notice and Policy.  Adviser and Sub-Adviser agree to safeguard all information pertaining to the Funds consistent with the requirements of applicable state and federal privacy statutes pertaining to registered investment advisers.







Notice

.  Whenever any notice is required or permitted to be given under any provision of this Agreement, such notice shall be in writing, shall be signed by or on behalf of the party giving the notice and shall be mailed by first class or express mail, or sent by courier or facsimile with confirmation of transmission to the other party at the addresses or facsimile numbers specified on page 1 or to such other address as a party may from time to time specify to the other party by such notice hereunder.  Any such notice shall be deemed duly given when delivered at such address.

Arbitration

.  Subject to the conditions and exceptions noted below, and to the extent not inconsistent with applicable law, in the event of any dispute pertaining to this Agreement, Sub-Adviser and Adviser agree to submit the dispute to arbitration in accordance with the auspices and rules of the American Arbitration Association ("AAA"), provided that the AAA accepts jurisdiction.  Sub-Adviser and Adviser understand that such arbitration shall be final and binding, and that by agreeing to arbitration, Adviser and Sub-Adviser are waiving their respective rights to seek remedies in court, including the right to a jury trial.

Indemnification

.  Adviser and Sub-Adviser agree to defend, indemnify and hold harmless the other and each of their respective officers, directors, members, employees and/or agents from any and all claims, losses, damages, liabilities, costs and/or expenses directly resulting from the other’s violation of any of the terms of this Agreement.  Adviser and Sub-Adviser’s obligations under this paragraph shall survive the termination of this Agreement.

Governing Law

.  (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of laws principles thereof, and (b) any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act, shall be resolved by reference to such term or provision of the 1940 Act and to interpretation thereof, if any, by the United States courts or in the absence of any controlling decision of any such court, by rules, regulations or orders of the SEC issued pursuant to said 1940 Act.  In addition, where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is revised by rule, regulation or order of the SEC, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

Severability

.  In the event any provision of this Agreement is determined to be void or unenforceable, such determination shall not affect the remainder of this Agreement, which shall continue to be in force.

Counterparts

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

Binding Effect

.  Each of the undersigned expressly warrants and represents that he has the full power and authority to sign this Agreement on behalf of the party indicated and that his signature will operate to bind the party indicated to the foregoing terms.







Captions

.  The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereto or otherwise affect their construction or effect.

Change of Control

.  The Sub-Adviser shall notify Adviser and the Trust in writing at least 60 days in advance of any change of control, as defined in Section 2(a)(9) of the 1940 Act, as will enable the Trust to consider whether an assignment, as defined in Section 2(a)(4) of the 1940 Act, would occur.

Entire Agreement

.  This Agreement, together with all exhibits, attachments and appendices and any separate agreement between the Parties contemplated by Section 6 relating to expense sharing, contains the entire understanding and agreement of the Parties with respect to the subject matter hereof.

Other Business

.  Except as set forth above, nothing in this Agreement shall limit or restrict the right of any of the Sub-Adviser's directors, officers or employees who may also be a trustee, officer, partner or employee of the Trust to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict the Sub-Adviser's right to engage in any other business or to render services of any kind to any other corporation, firm, individual or association.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their officers designated below as of the date and year first above written.

 

ADVISER:

 

 

 

Tactical Fund Advisors, LLC

 

 

 

 

 

By: /s/Drew K Horter

 

Name:  Drew K. Horter

 

Title:  President/CEO

 

Date:3/7/19

 

 

 

 

 

SUB-ADVISER:

 

 

 

Exceed Advisory, LLC

 

 

 

 

 

By: /s/Joseph Halpern

 

Name:  Joseph Halpern

 

Title: President

 

Date: 3/11/2019









Exhibit A

Compensation

The Sub-Adviser shall be paid monthly 0.30% of the Net Management Fees, such payment made in arrears within 15 calendar days of Adviser receiving a detailed calculation of the compensation due for the preceding month.  







SUB-ADVISORY AGREEMENT

THIS SUB-ADVISORY AGREEMENT is made and entered into as of February 26, 2019, by and between Tactical Fund Advisors, LLC (the “Adviser”), an Ohio limited liability company and registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and Tuttle Tactical Management, LLC (the “Sub-Adviser” and together with the Adviser the “Parties”), a Delaware limited liability company and also registered under the Advisers Act, with respect to Tactical Conservative Allocation Fund, Tactical Moderate Allocation Fund, and Tactical Growth Allocation Fund (each a “Fund” and collectively, the “Funds”), each a series of the Collaborative Investment Series Trust, a Delaware statutory trust (the “Trust”).

WHEREAS , the Trust is registered with the U.S. Securities and Exchange Commission (the “SEC”) as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS , the Adviser has been retained to act as investment adviser for the Funds pursuant to an Investment Advisory Agreement with the Trust effective as of February 26, 2019 (the “Advisory Agreement”);

WHEREAS , the Advisory Agreement permits the Adviser to delegate certain of its duties under the Advisory Agreement to other investment advisers, subject to the requirements of the 1940 Act;

WHEREAS , the Adviser desires to retain the Sub-Adviser to assist it in the provision of a continuous investment program for the Fund’s assets, and the Sub-Adviser is willing to render such services subject to the terms and conditions set forth in this Agreement.

NOW , THEREFORE , the Parties do mutually agree and promise as follows with respect to the Funds:

Appointment and Status of Sub-Adviser

.  The Adviser hereby appoints the Sub-Adviser to provide investment advisory services to the Funds for the period and on the terms set forth in this Agreement.  The Sub-Adviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.  The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor of the Adviser and the Trust and shall, unless otherwise expressly provided herein or authorized by the Adviser or the Board of Trustees of the Trust from time to time, have no authority to act for or represent the Adviser or the Trust in any way or otherwise be deemed an agent of the Adviser or the Trust.

Sub-Adviser's Duties

.  Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of the Funds and the composition of the portfolio of securities and investments (including cash) belonging to the Funds, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Funds’ investment objective, policies and restrictions as stated in the Funds’ then-current Prospectus and Statement of Additional Information (collectively, the "Prospectus") and subject to the following understandings:



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(a)

The Sub-Adviser shall furnish a continuous investment program for the Funds and determine from time to time what investments or securities will be purchased, retained or sold by the Funds and what portion of the assets belonging to the Funds will be invested or held un-invested as cash;

(b)

The Sub-Adviser shall use its best judgment in the performance of its duties under this agreement;

(c)

The Sub-Adviser, in the performance of its duties and obligations under this agreement for the Funds, shall act in conformity with the Trust's declaration of trust, its by-laws and the Fund's prospectus and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations;

(d)

The Sub-Adviser shall determine the securities to be purchased or sold by the Funds and will place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to paragraph heading: Execution of Purchase and Sale Orders below;

(e)

The Sub-Adviser shall maintain books and records with respect to the securities transactions of the Funds and shall render to the adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the board may reasonably request;

(f)

The Sub-Adviser shall provide the Trust's custodian and fund accountant on each business day with information about the Funds’ securities transactions, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian;

(g)

The Sub-Adviser shall respond promptly to any request from the Adviser or the Funds’ fund accountant for assistance in obtaining price sources for securities held by the Funds or determining a price when a price source is not available, and promptly review the prices used by the Funds’ accountant to determine net asset value and advise the Funds’ accountant promptly if any price appears to be incorrect;

(h)

The Sub-Adviser shall be responsible for: (i) directing the manner in which proxies solicited by issuers of securities beneficially owned by the Funds shall be voted, and (ii) making any elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the securities held by the Funds;

(i)

The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption.  Within 45 days of the last calendar quarter of each year while this agreement is in effect, the Sub-Adviser shall provide to the board a written report



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that describes any issues arising under the code of ethics since the last report to the board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the sub-adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in rule 17j-1) from violating the code;

(j)

The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable federal and state regulations.  The Sub-Adviser shall provide to the trust's chief compliance officer an annual written report regarding the sub-adviser's compliance program.

(k)

The Adviser has delivered to the Sub-Adviser copies of (i) the Trust’s Trust Instrument and Bylaws, (ii) the Trust’s Registration Statement, all exhibits thereto, and all amendments thereto filed with the SEC pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the 1940 Act, (iii) the Trust’s current Prospectuses and Statements of Additional Information of the Funds (collectively, as currently in effect and as amended or supplemented, the “Prospectus”), and (iv) all procedures adopted by the Trust with respect to the Funds (i.e., repurchase agreement procedures), and shall promptly furnish the Sub-Adviser with all amendments of or supplements to the foregoing.  The Trust shall deliver to the Sub-Adviser (a) a certified copy of the resolution of the Board appointing the Sub-Adviser and authorizing the execution and delivery of this Agreement, (b) a copy of all proxy statements and related materials relating to the Funds, and (c) any other documents, materials or information that the Sub-Adviser shall reasonably request to enable it to perform its duties pursuant to this Agreement.  The Adviser shall furnish to the Sub-Adviser a copy of each amendment of or supplement to the foregoing promptly after the adoption of each amendment or supplement.

(l)

The Sub-Adviser has delivered to the Adviser and the Trust (i) a copy of its Form ADV as most recently filed with the SEC.  The Sub-Adviser shall promptly furnish the Adviser and Trust with all amendments of or supplements to the foregoing at least annually.

Custodian

.  The assets of the Funds shall be held by an independent custodian, not by the Adviser or Sub-Adviser.  The Sub-Adviser is authorized to give instructions to the custodian with respect to all investment decisions regarding the Funds and the custodian is authorized and directed to effect transactions for the Funds and otherwise take such actions as the Sub-Adviser shall reasonably direct in connection with the performance of the Sub-Adviser 's obligations in respect of the Funds.  

Risk Acknowledgment

.  (a) The Trust and Adviser shall expect of the Sub-Adviser, and the Sub-Adviser will give the Trust and Adviser the benefit of, the Sub-Adviser's best judgment and efforts in rendering its services hereunder.  The Sub-Adviser shall not be liable to the Adviser or the Trust hereunder for any mistake of judgment or in any event whatsoever, except



3




for lack of good faith, provided that nothing herein shall be deemed to protect, or purport to protect, the Sub-Adviser against any liability to the Adviser or the Trust to which the Sub-Adviser would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Sub-Adviser's duties hereunder, or by reason of the Sub-Adviser's reckless disregard of its obligations and duties hereunder.

(b)

The Sub-Adviser shall not be liable to the Adviser or the Trust for any action taken or failure to act in good faith reliance upon: (i) information, instructions or requests, whether oral or written, with respect to a Fund that the Sub-Adviser reasonably believes were made by a duly authorized officer of the Adviser or the Trust, (ii) the written advice of counsel to the Trust, and (iii) any written instruction or certified copy of any resolution of the Board.

(c)

The Sub-Adviser shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control including, without limitation, acts of civil or military authority, national emergencies, labor difficulties (other than those related to the Sub-Adviser’s employees), fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails (including electronic), transportation, communication or power supply.

Directions to the Sub-Adviser

.  Adviser will be responsible for forwarding Adviser and/or Trust directions, notices and instructions to Sub-Adviser, in writing, which shall be effective upon receipt by the Sub-Adviser.  The Sub-Adviser shall be fully protected in relying upon any such direction, notice, or instruction until it has been duly advised in writing of changes therein.

Execution of Purchase and Sale Orders

.  In connection with purchases or sales of portfolio securities for the account of the Fund, the Sub-Adviser will arrange for the placing of all orders for the purchase and sale of portfolio securities for the account with brokers or dealers selected by the Sub-Adviser, subject to review of this selection by the Board from time to time.  The Sub-Adviser will be responsible for the negotiation and the allocation of principal business and portfolio brokerage.  In the selection of such brokers or dealers and the placing of such orders, the Sub-Adviser will at all times seek, for the Funds the best qualitative execution, taking into account such factors as price (including the applicable brokerage commission or dealer spread), the execution capability, financial responsibility and responsiveness of the broker or dealer and the brokerage and research services provided by the broker or dealer.

The Sub-Adviser should generally seek favorable prices and commission rates that are reasonable in relation to the benefits received.  In seeking best qualitative execution, the Sub-Adviser is authorized to select brokers or dealers who also provide brokerage and research services to the Funds and/or the other accounts over which it exercises investment discretion.  The Sub-Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a Fund portfolio transaction that is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines in good faith that the amount of the commission is reasonable in relation to the value of the brokerage and research services provided by the executing broker or dealer.  The determination may be viewed in terms of either a particular transaction or the Sub-



4




Adviser's overall responsibilities with respect to the Funds and to accounts over which the Sub-Adviser exercises investment discretion.  The Trust and the Sub-Adviser understand and acknowledge that, although the information may be useful to the Funds and the Sub-Adviser, it is not possible to place a dollar value on such information.  The Board shall periodically review the commissions paid by the Funds to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Funds.  The Sub-Adviser may not give consideration to sales of shares of the Funds as a factor in the selection of brokers and dealers to execute Fund portfolio transactions.

Subject to the provisions of the 1940 Act, and other applicable law, the Sub-Adviser, any of its affiliates or any affiliates of its affiliates may retain compensation in connection with effecting a Fund's portfolio transactions, including transactions effected through others.  If any occasion should arise in which the Sub-Adviser gives any advice to clients of the Sub-Adviser concerning the shares of the Funds, the Sub-Adviser will act solely as investment counsel for such client and not in any way on behalf of the Funds.  

Books and Records

.  The Sub-Adviser shall keep the Trust's books and records required to be maintained by it pursuant to Section 2(e) of this Agreement.  The Sub-Adviser agrees that all records that it maintains for the Trust are the property of the Trust and it will promptly surrender any of such records to the Trust upon the Trust's request.  The Sub-Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by the Sub-Adviser with respect to the Trust by Rule 31a-1 under the 1940 Act.  Upon request, Adviser shall provide Sub-Adviser with commercially reasonable records and information as Adviser may access regarding the Funds.

Expenses of the Sub-Adviser

.  During the term of this Agreement, the Sub-Adviser will retain responsibility for expenses incurred by it in connection with the performance of its services under this Agreement other than the cost of securities, brokerage commissions, custodian fees, auditor's fees, taxes, interest, expenses that are undertaken by the Adviser or the Trust and other expenses related to the operation of the Trust or the Fund.

Compensation of the Sub-Adviser

.  For the services provided and the expenses borne by the Sub-Adviser pursuant to the Agreement, the Adviser will pay the Sub-Adviser a percentage of the net management fee earned by the Adviser as set forth on Exhibit A hereto.  Net Management Fees will be paid by each Fund to the Adviser on a monthly basis, and shall be defined as the gross management fees earned by the Funds less expenses the Funds incur that are allocated and subtracted from the gross management fees.  Payment of this compensation shall be the responsibility of the Adviser and shall not be an obligation of the Trust.  If the Sub-Adviser is terminated as specified in this agreement, then the compensation to the Sub-Adviser shall be prorated.

Liability

.  Neither the Sub-Adviser nor its shareholders, members, officers, directors, employees, agents, control persons or affiliates of any thereof, shall be liable for any error of judgment or mistake of law or for any loss suffered by the Funds in connection with the matters to which this Agreement relates except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act) or a loss



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resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement.

Any person, even though also a director, officer, employee, shareholder, member or agent of the Sub-Adviser, who may be or become an officer, director, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with the Sub-Adviser's duties hereunder), to be rendering such services to or acting solely for the Trust and not as a director, officer, employee, shareholder, member or agent of the Sub-Adviser, or one under the Sub-Adviser's control or direction, even though paid by the Sub-Adviser.

Duration and Termination

.  The term of this Agreement shall begin as of the day the Sub-Adviser begins providing investment management services to the Funds and, unless sooner terminated as hereinafter provided, shall continue in effect for a period of two years.  This Agreement shall continue in effect from year to year thereafter, subject to termination as hereinafter provided, if such continuance is approved at least annually (a) by a majority of the outstanding voting securities (as defined in the 1940 Act) of each Fund or by vote of the Trust's Board of Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (b) by vote of a majority of the Trustees of the Trust who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval.  The Sub-Adviser shall furnish to the Adviser and the Trust, promptly upon their request, such information as may reasonably be necessary to evaluate the terms of this Agreement or any extension, renewal or amendment thereof.  

This Agreement may be terminated at any time on at least 60 days prior written notice to the Sub-Adviser, without the payment of any penalty, (i) by vote of the Board of Trustees, (ii) by the Adviser, (iii) by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Funds, or (iv) in accordance with the terms of any exemptive order obtained by the Trust or the Funds under Section 6(c) of the 1940 Act, exempting the Trust or the Funds from Section 15(a) and Rule 18f-2 under the 1940 Act.  The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on at least 60 days' prior written notice to the Adviser and the Trust.  Termination of this Agreement and/or the services of the Sub-Adviser will not affect (i) the validity of any action previously taken by Sub-Adviser under this Agreement; (ii) liabilities or obligations of the parties for transactions initiated before termination of this Agreement; or (iii) the Fund’s obligation to pay advisory fees to Adviser.  If this Agreement is terminated by the Adviser or Sub-Adviser, Sub-Adviser will have no further obligation to take any action subsequent to termination with respect to the Fund except as may be reasonably required pursuant to the notice of termination and in furtherance of its role as a fiduciary in order to facilitate an orderly transition of the management of the Funds.  This Agreement will automatically and immediately terminate in the event of its assignment (as defined in the 1940 Act).

Exclusivity

.  (a) Sub-Adviser, its officers, employees, and agents, may have or take the same or similar positions in specific investments for their own accounts, or for the accounts of other clients, as the Sub-Adviser does for the Funds.  Adviser expressly acknowledges and understands that Sub-Adviser shall be free to render investment advice to others and that Sub-



6




Adviser does not make its investment management services available exclusively to Adviser or the Funds.  Nothing in this Agreement shall impose upon the Sub-Adviser any obligation to purchase or sell, or to recommend for purchase or sale, for the Funds any security which the Sub-Adviser, its principals, affiliates or employees, may purchase or sell for their own accounts or for the account of any other client, if in the reasonable opinion of the Sub-Adviser such investment would be unsuitable for the Funds or if the Sub-Adviser determines in the best interest of the Funds such purchase or sale would be impractical.  Except to the extent necessary to perform its obligations hereunder, and notwithstanding the limitations of section (b), below, nothing herein shall be deemed to limit or restrict the Sub-Adviser's right, or the right of any of the Sub-Adviser's directors, officers or employees to engage in any other business or to devote time and attention to the management or other aspects of any other business, whether of a similar or dissimilar nature, or to render services of any kind to any other corporation, trust, firm, individual or association.

(b)

The Parties agree that during the term of this Agreement, neither Adviser shall serve as investment adviser to another registered investment company managed in a similar style to the Funds, nor shall Sub-Adviser serve as investment adviser or investment sub-adviser to another registered investment company managed in a similar style to the Funds.  The Parties may waive this limitation by mutual agreement.  

Good Standing

.  Adviser and Sub-Adviser hereby warrant and represent that they are each investment advisers in good standing that their respective regulatory filings are current and accurately reflect their advisory operations, and that they are in compliance with applicable state and federal rules and regulations pertaining to investment advisers.  In addition, Adviser and Sub-Adviser further warrant and represent that neither is (nor any of their respective Associated Persons are) subject to any statutory disqualification set forth in Sections 203(e) and 203(f) of the Advisers Act (or any successor Advisers Act sections or rules), nor are they currently the subject of any investigation or proceeding which could result in statutory disqualification.  Adviser and Sub-Adviser acknowledge that their respective obligations to advise the other with respect to these representations shall be continuing and ongoing, and should any representation change for any reason, each warrants to advise the other immediately, together with providing the corresponding pertinent facts and circumstances.

Amendment

.  This Agreement may be amended by mutual consent of the Adviser and the Sub-Adviser, provided the Trust approves the amendment (i) by vote of a majority of the Trustees of the Trust, including Trustees who are not parties to this Agreement or “interested persons” (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such amendment, and (ii) if required under then current interpretations of the 1940 Act by the Securities and Exchange Commission, by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of each Fund affected by such amendment.

Privacy Notice/Confidentiality

.  The Adviser and Sub-Adviser acknowledge prior receipt of the other’s Privacy Notice and Policy.  Adviser and Sub-Adviser agree to safeguard all information pertaining to the Funds consistent with the requirements of applicable state and federal privacy statutes pertaining to registered investment advisers.



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Notice

.  Whenever any notice is required or permitted to be given under any provision of this Agreement, such notice shall be in writing, shall be signed by or on behalf of the party giving the notice and shall be mailed by first class or express mail, or sent by courier or facsimile with confirmation of transmission to the other party at the addresses or facsimile numbers specified on page 1 or to such other address as a party may from time to time specify to the other party by such notice hereunder.  Any such notice shall be deemed duly given when delivered at such address.

Arbitration

.  Subject to the conditions and exceptions noted below, and to the extent not inconsistent with applicable law, in the event of any dispute pertaining to this Agreement, Sub-Adviser and Adviser agree to submit the dispute to arbitration in accordance with the auspices and rules of the American Arbitration Association ("AAA"), provided that the AAA accepts jurisdiction.  Sub-Adviser and Adviser understand that such arbitration shall be final and binding, and that by agreeing to arbitration, Adviser and Sub-Adviser are waiving their respective rights to seek remedies in court, including the right to a jury trial.

Indemnification

.  Adviser and Sub-Adviser agree to defend, indemnify and hold harmless the other and each of their respective officers, directors, members, employees and/or agents from any and all claims, losses, damages, liabilities, costs and/or expenses directly resulting from the other’s violation of any of the terms of this Agreement.  Adviser and Sub-Adviser’s obligations under this paragraph shall survive the termination of this Agreement.

Governing Law

.  (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of laws principles thereof, and (b) any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act, shall be resolved by reference to such term or provision of the 1940 Act and to interpretation thereof, if any, by the United States courts or in the absence of any controlling decision of any such court, by rules, regulations or orders of the SEC issued pursuant to said 1940 Act.  In addition, where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is revised by rule, regulation or order of the SEC, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

Severability

.  In the event any provision of this Agreement is determined to be void or unenforceable, such determination shall not affect the remainder of this Agreement, which shall continue to be in force.

Counterparts

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

Binding Effect

.  Each of the undersigned expressly warrants and represents that he has the full power and authority to sign this Agreement on behalf of the party indicated and that his signature will operate to bind the party indicated to the foregoing terms.



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Captions

.  The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereto or otherwise affect their construction or effect.

Change of Control

.  The Sub-Adviser shall notify Adviser and the Trust in writing at least 60 days in advance of any change of control, as defined in Section 2(a)(9) of the 1940 Act, as will enable the Trust to consider whether an assignment, as defined in Section 2(a)(4) of the 1940 Act, would occur.

Entire Agreement

.  This Agreement, together with all exhibits, attachments and appendices and any separate agreement between the Parties contemplated by Section 6 relating to expense sharing, contains the entire understanding and agreement of the Parties with respect to the subject matter hereof.

Other Business

.  Except as set forth above, nothing in this Agreement shall limit or restrict the right of any of the Sub-Adviser's directors, officers or employees who may also be a trustee, officer, partner or employee of the Trust to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict the Sub-Adviser's right to engage in any other business or to render services of any kind to any other corporation, firm, individual or association.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their officers designated below as of the date and year first above written.

 

ADVISER:

 

 

 

Tactical Fund Advisors, LLC

 

 

 

 

 

By: /s/ Drew K. Horter

 

Name: Drew K. Horter

 

Title: President/CEO

 

Date: 3/7/2019

 

 

 

 

 

SUB-ADVISER:

 

 

 

Tuttle Tactical Management, LLC

 

 

 

 

 

By: /s/ Matthew Tuttle

 

Name: Matthew Tuttle

 

Title: President

 

Date:3/11/2019





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Exhibit A

Compensation

The Sub-Adviser shall be paid monthly 0.30% of the Net Management Fees, such payment made in arrears within 15 calendar days of Adviser receiving a detailed calculation of the compensation due for the preceding month.  



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SUB-ADVISORY AGREEMENT

THIS SUB-ADVISORY AGREEMENT is made and entered into as of February 26, 2019, by and between Tactical Fund Advisors, LLC (the “Adviser”), an Ohio limited liability company and registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and Anchor Capital Management Group, Inc. (the “Sub-Adviser” and together with the Adviser the “Parties”), a California corporation and also registered under the Advisers Act, with respect to the Tactical Conservative Allocation Fund, Tactical Moderate Allocation Fund, and Tactical Growth Allocation Fund (each a “Fund” and collectively, the “Funds”), each a series of the Collaborative Investment Series Trust, a Delaware statutory trust (the “Trust”).

WHEREAS , the Trust is registered with the U.S. Securities and Exchange Commission (the “SEC”) as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS , the Adviser has been retained to act as investment adviser for the Funds pursuant to an Investment Advisory Agreement with the Trust effective as of February 26, 2019 (the “Advisory Agreement”);

WHEREAS , the Advisory Agreement permits the Adviser to delegate certain of its duties under the Advisory Agreement to other investment advisers, subject to the requirements of the 1940 Act;

WHEREAS , the Adviser desires to retain the Sub-Adviser to assist it in the provision of a continuous investment program for the Fund’s assets, and the Sub-Adviser is willing to render such services subject to the terms and conditions set forth in this Agreement.

NOW , THEREFORE , the Parties do mutually agree and promise as follows with respect to the Funds:

1.

Appointment and Status of Sub-Adviser.  The Adviser hereby appoints the Sub-Adviser to provide investment advisory services to the Funds for the period and on the terms set forth in this Agreement.  The Sub-Adviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.  The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor of the Adviser and the Trust  and shall, unless otherwise expressly provided herein or authorized by the Adviser or the Board of Trustees (the “Board”) of the Trust from time to time, have no authority to act for or represent the Adviser or the Trust in any way or otherwise be deemed an agent of the Adviser or the Trust.

2.

Sub-Adviser's Duties.  Subject to the general supervision of the Trust's Board and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of the Funds and the composition of the portfolio of securities and investments (including cash) belonging to the Funds, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Funds’ investment objective, policies and restrictions as stated in the Funds’ then-current Prospectus and Statement of



1




Additional Information (collectively, the "Prospectus") and subject to the following understandings:

(a)

The Sub-Adviser shall furnish a continuous investment program for the Funds and determine from time to time what investments or securities will be purchased, retained or sold by the Funds and what portion of the assets belonging to the Funds will be invested or held un-invested as cash;

(b)

The Sub-Adviser shall use its best judgment in the performance of its duties under this agreement;

(c)

The Sub-Adviser, in the performance of its duties and obligations under this agreement for the Funds, shall act in conformity with the Trust's declaration of trust, its by-laws and the Fund's prospectus and with the reasonable instructions and directions of the Trust's Board and the Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations;

(d)

The Sub-Adviser shall determine the securities to be purchased or sold by the Funds and will place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to paragraph heading: Execution of Purchase and Sale Orders below;

(e)

The Sub-Adviser shall maintain books and records with respect to the securities transactions of the Funds and shall render to the Adviser and the Trust's Board such periodic and special reports as the Adviser or the Board may reasonably request;

(f)

The Sub-Adviser shall provide the Trust's custodian and fund accountant on each business day with information about the Funds’ securities transactions, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian;

(g)

The Sub-Adviser shall respond promptly to any request from the Adviser or the Funds’ fund accountant for assistance in obtaining price sources for securities held by the Funds or determining a price when a price source is not available, and promptly review the prices used by the Funds’ accountant to determine net asset value and advise the Funds’ accountant promptly if any price appears to be incorrect;

(h)

The Sub-Adviser shall be responsible for: (i) directing the manner in which proxies solicited by issuers of securities beneficially owned by the Funds shall be voted, and (ii) making any elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the securities held by the Funds;

(i)

The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of rule 17j-1 under the 1940 Act and will



2




provide the Adviser and the Trust with a copy of the code and evidence of its adoption.  Within 45 days of the last calendar quarter of each year while this agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the sub-adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in rule 17j-1) from violating the code;

(j)

The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable federal and state regulations.  The Sub-Adviser shall provide to the trust's chief compliance officer an annual written report regarding the sub-adviser's compliance program.

(k)

The Adviser has delivered to the Sub-Adviser copies of (i) the Trust’s Trust Instrument and Bylaws, (ii) the Trust’s Registration Statement, all exhibits thereto, and all amendments thereto filed with the SEC pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the 1940 Act, (iii) current Prospectuses and Statements of Additional Information of the Funds (collectively, as currently in effect and as amended or supplemented, the “Prospectus”), and (iv) all procedures adopted by the Trust with respect to the Funds (i.e., repurchase agreement procedures), and shall promptly furnish the Sub-Adviser with all amendments of or supplements to the foregoing.  The Trust shall deliver to the Sub-Adviser (a) a certified copy of the resolution of the Board appointing the Sub-Adviser and authorizing the execution and delivery of this Agreement, (b) a copy of all proxy statements and related materials relating to the Funds, and (c) any other documents, materials or information that the Sub-Adviser shall reasonably request to enable it to perform its duties pursuant to this Agreement.  The Adviser shall furnish to the Sub-Adviser a copy of each amendment of or supplement to the foregoing promptly after the adoption of each amendment or supplement.

(l)

The Sub-Adviser has delivered to the Adviser and the Trust (i) a copy of its Form ADV as most recently filed with the SEC.  The Sub-Adviser shall promptly furnish the Adviser and Trust with all amendments of or supplements to the foregoing at least annually.

Custodian.  The assets of the Funds shall be held by an independent custodian, not by the Adviser or Sub-Adviser.  The Sub-Adviser is authorized to give instructions to the custodian with respect to all investment decisions regarding the Funds and the custodian is authorized and directed to effect transactions for the Funds and otherwise take such actions as the Sub-Adviser shall reasonably direct in connection with the performance of the Sub-Adviser 's obligations in respect of the Funds.  

Risk Acknowledgment.  (a) The Trust and Adviser shall expect of the Sub-Adviser, and the Sub-Adviser will give the Trust and Adviser the benefit of, the Sub-Adviser's best judgment and efforts in rendering its services hereunder.  The Sub-Adviser shall not be



3




liable to the Adviser or the Trust hereunder for any mistake of judgment or in any event whatsoever, except for lack of good faith, provided that nothing herein shall be deemed to protect, or purport to protect, the Sub-Adviser against any liability to the Adviser or the Trust to which the Sub-Adviser would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Sub-Adviser's duties hereunder, or by reason of the Sub-Adviser's reckless disregard of its obligations and duties hereunder.

(b)

The Sub-Adviser shall not be liable to the Adviser or the Trust for any action taken or failure to act in good faith reliance upon: (i) information, instructions or requests, whether oral or written, with respect to a Fund that the Sub-Adviser reasonably believes were made by a duly authorized officer of the Adviser or the Trust, (ii) the written advice of counsel to the Trust, and (iii) any written instruction or certified copy of any resolution of the Board.

(c)

The Sub-Adviser shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control including, without limitation, acts of civil or military authority, national emergencies, labor difficulties (other than those related to the Sub-Adviser’s employees), fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails (including electronic), transportation, communication or power supply.

Directions to the Sub-Adviser.  Adviser will be responsible for forwarding Adviser and/or Trust directions, notices and instructions to Sub-Adviser, in writing, which shall be effective upon receipt by the Sub-Adviser.  The Sub-Adviser shall be fully protected in relying upon any such direction, notice, or instruction until it has been duly advised in writing of changes therein.

Execution of Purchase and Sale Orders.  In connection with purchases or sales of portfolio securities for the account of the Fund, the Sub-Adviser will arrange for the placing of all orders for the purchase and sale of portfolio securities for the account with brokers or dealers selected by the Sub-Adviser, subject to review of this selection by the Board from time to time.  The Sub-Adviser will be responsible for the negotiation and the allocation of principal business and portfolio brokerage.  In the selection of such brokers or dealers and the placing of such orders, the Sub-Adviser will at all times seek, for the Funds the best qualitative execution, taking into account such factors as price (including the applicable brokerage commission or dealer spread), the execution capability, financial responsibility and responsiveness of the broker or dealer and the brokerage and research services provided by the broker or dealer.

The Sub-Adviser should generally seek favorable prices and commission rates that are reasonable in relation to the benefits received.  In seeking best qualitative execution, the Sub-Adviser is authorized to select brokers or dealers who also provide brokerage and research services to the Funds and/or the other accounts over which it exercises investment discretion.  The Sub-Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a Fund portfolio transaction that is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines in good faith that the amount of the commission is reasonable in relation to the value of the brokerage and research services provided by the executing broker or dealer.  The determination may be viewed in terms of either a particular transaction or the Sub-Adviser's overall responsibilities with respect to the Funds and to accounts over which the Sub-Adviser exercises investment discretion.  The Trust and the Sub-Adviser understand and acknowledge that, although the information may be useful to the Funds and the Sub-Adviser, it is not possible to



4




place a dollar value on such information.  The Board shall periodically review the commissions paid by the Funds to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Funds.  The Sub-Adviser may not give consideration to sales of shares of the Funds as a factor in the selection of brokers and dealers to execute Fund portfolio transactions.

Subject to the provisions of the 1940 Act, and other applicable law, the Sub-Adviser, any of its affiliates or any affiliates of its affiliates may retain compensation in connection with effecting a Fund's portfolio transactions, including transactions effected through others.  If any occasion should arise in which the Sub-Adviser gives any advice to clients of the Sub-Adviser concerning the shares of the Funds, the Sub-Adviser will act solely as investment counsel for such client and not in any way on behalf of the Funds.  

Books and Records.  The Sub-Adviser shall keep the Trust's books and records required to be maintained by it pursuant to Section 2(e) of this Agreement.  The Sub-Adviser agrees that all records that it maintains for the Trust are the property of the Trust and it will promptly surrender any of such records to the Trust upon the Trust's request.  The Sub-Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by the Sub-Adviser with respect to the Trust by Rule 31a-1 under the 1940 Act.  Upon request, Adviser shall provide Sub-Adviser with commercially reasonable records and information as Adviser may access regarding the Funds.

Expenses of the Sub-Adviser.  During the term of this Agreement, the Sub-Adviser will retain responsibility for expenses incurred by it in connection with the performance of its services under this Agreement other than the cost of securities, brokerage commissions, custodian fees, auditor's fees, taxes, interest, expenses that are undertaken by the Adviser or the Trust and other expenses related to the operation of the Trust or the Fund.

Compensation of the Sub-Adviser.  For the services provided and the expenses borne by the Sub-Adviser pursuant to the Agreement, the Adviser will pay the Sub-Adviser a percentage of the net management fee earned by the Adviser as set forth on Exhibit A hereto.  Net Management Fees will be paid by each Fund to the Adviser on a monthly basis, and shall be defined as the gross management fees earned by the Funds less expenses the Funds incur that are allocated and subtracted from the gross management fees.  Payment of this compensation shall be the responsibility of the Adviser and shall not be an obligation of the Trust.  If the Sub-Adviser is terminated as specified in this agreement, then the compensation to the Sub-Adviser shall be prorated.

Liability.  Neither the Sub-Adviser nor its shareholders, members, officers, directors, employees, agents, control persons or affiliates of any thereof, shall be liable for any error of judgment or mistake of law or for any loss suffered by the Funds in connection with the matters to which this Agreement relates except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement.

Any person, even though also a director, officer, employee, shareholder, member or agent of the Sub-Adviser, who may be or become an officer, director, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with the Sub-Adviser's duties hereunder), to be rendering such services to or acting solely for the



5




Trust and not as a director, officer, employee, shareholder, member or agent of the Sub-Adviser, or one under the Sub-Adviser's control or direction, even though paid by the Sub-Adviser.

Duration and Termination.  The term of this Agreement shall begin as of the day the Sub-Adviser begins providing investment management services to the Funds and, unless sooner terminated as hereinafter provided, shall continue in effect for a period of two years.  This Agreement shall continue in effect from year to year thereafter, subject to termination as hereinafter provided, if such continuance is approved at least annually (a) by a majority of the outstanding voting securities (as defined in the 1940 Act) of each Fund or by vote of the Trust's Board, cast in person at a meeting called for the purpose of voting on such approval, and (b) by vote of a majority of the Trustees of the Trust who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval.  The Sub-Adviser shall furnish to the Adviser and the Trust, promptly upon their request, such information as may reasonably be necessary to evaluate the terms of this Agreement or any extension, renewal or amendment thereof.  

This Agreement may be terminated at any time on at least 60 days prior written notice to the Sub-Adviser, without the payment of any penalty, (i) by vote of the Board, (ii) by the Adviser, (iii) by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Funds, or (iv) in accordance with the terms of any exemptive order obtained by the Trust or the Funds under Section 6(c) of the 1940 Act, exempting the Trust or the Funds from Section 15(a) and Rule 18f-2 under the 1940 Act.  The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on at least 60 days' prior written notice to the Adviser and the Trust.  Termination of this Agreement and/or the services of the Sub-Adviser will not affect (i) the validity of any action previously taken by Sub-Adviser under this Agreement; (ii) liabilities or obligations of the parties for transactions initiated before termination of this Agreement; or (iii) the Fund’s obligation to pay advisory fees to Adviser.  If this Agreement is terminated by the Adviser or Sub-Adviser, Sub-Adviser will have no further obligation to take any action subsequent to termination with respect to the Fund except as may be reasonably required pursuant to the notice of termination and in furtherance of its role as a fiduciary in order to facilitate an orderly transition of the management of the Funds.  This Agreement will automatically and immediately terminate in the event of its assignment (as defined in the 1940 Act).

Exclusivity.  (a) Sub-Adviser, its officers, employees, and agents, may have or take the same or similar positions in specific investments for their own accounts, or for the accounts of other clients, as the Sub-Adviser does for the Funds.  Adviser expressly acknowledges and understands that Sub-Adviser shall be free to render investment advice to others and that Sub-Adviser does not make its investment management services available exclusively to Adviser or the Funds.  Nothing in this Agreement shall impose upon the Sub-Adviser any obligation to purchase or sell, or to recommend for purchase or sale, for the Funds any security which the Sub-Adviser, its principals, affiliates or employees, may purchase or sell for their own accounts or for the account of any other client, if in the reasonable opinion of the Sub-Adviser such investment would be unsuitable for the Funds or if the Sub-Adviser determines in the best interest of the Funds such purchase or sale would be impractical.  Except to the extent necessary to perform its obligations hereunder, and notwithstanding the limitations of section (b), below, nothing herein shall be deemed to limit or restrict the Sub-Adviser's right, or the right of any of the Sub-Adviser's directors, officers or employees to engage in any other business or to devote time and



6




attention to the management or other aspects of any other business, whether of a similar or dissimilar nature, or to render services of any kind to any other corporation, trust, firm, individual or association.

(b)

The Parties agree that during the term of this Agreement, neither Adviser shall serve as investment adviser to another registered investment company managed in a similar style to the Funds, nor shall Sub-Adviser serve as investment adviser or investment sub-adviser to another registered investment company managed in a similar style to the Funds.  The Parties may waive this limitation by mutual agreement.  

Good Standing.  Adviser and Sub-Adviser hereby warrant and represent that they are each investment advisers in good standing that their respective regulatory filings are current and accurately reflect their advisory operations, and that they are in compliance with applicable state and federal rules and regulations pertaining to investment advisers.  In addition, Adviser and Sub-Adviser further warrant and represent that neither is (nor any of their respective Associated Persons are) subject to any statutory disqualification set forth in Sections 203(e) and 203(f) of the Advisers Act (or any successor Advisers Act sections or rules), nor are they currently the subject of any investigation or proceeding which could result in statutory disqualification.  Adviser and Sub-Adviser acknowledge that their respective obligations to advise the other with respect to these representations shall be continuing and ongoing, and should any representation change for any reason, each warrants to advise the other immediately, together with providing the corresponding pertinent facts and circumstances.

Amendment.  This Agreement may be amended by mutual consent of the Adviser and the Sub-Adviser, provided the Trust approves the amendment (i) by vote of a majority of the Trustees of the Trust, including Trustees who are not parties to this Agreement or “interested persons” (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such amendment, and (ii) if required under then current interpretations of the 1940 Act by the Securities and Exchange Commission, by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of each Fund affected by such amendment.

Privacy Notice/Confidentiality.  The Adviser and Sub-Adviser acknowledge prior receipt of the other’s Privacy Notice and Policy.  Adviser and Sub-Adviser agree to safeguard all information pertaining to the Funds consistent with the requirements of applicable state and federal privacy statutes pertaining to registered investment advisers.

Notice.  Whenever any notice is required or permitted to be given under any provision of this Agreement, such notice shall be in writing, shall be signed by or on behalf of the party giving the notice and shall be mailed by first class or express mail, or sent by courier or facsimile with confirmation of transmission to the other party at the addresses or facsimile numbers specified on page 1 or to such other address as a party may from time to time specify to the other party by such notice hereunder.  Any such notice shall be deemed duly given when delivered at such address.

Arbitration.  Subject to the conditions and exceptions noted below, and to the extent not inconsistent with applicable law, in the event of any dispute pertaining to this Agreement, Sub-Adviser and Adviser agree to submit the dispute to arbitration in accordance with the auspices and rules of the American Arbitration Association ("AAA"), provided that the AAA accepts jurisdiction.  Sub-Adviser and Adviser understand that such arbitration shall be final and binding, and that by agreeing to arbitration, Adviser and Sub-Adviser are waiving their respective rights to seek remedies in court, including the right to a jury trial.

Indemnification.  Adviser and Sub-Adviser agree to defend, indemnify and hold harmless the other and each of their respective officers, directors, members, employees and/or agents from any and all claims,



7




losses, damages, liabilities, costs and/or expenses directly resulting from the other’s violation of any of the terms of this Agreement.  Adviser and Sub-Adviser’s obligations under this paragraph shall survive the termination of this Agreement.

Governing Law.  (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of laws principles thereof, and (b) any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act, shall be resolved by reference to such term or provision of the 1940 Act and to interpretation thereof, if any, by the United States courts or in the absence of any controlling decision of any such court, by rules, regulations or orders of the SEC issued pursuant to said 1940 Act.  In addition, where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is revised by rule, regulation or order of the SEC, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

Severability.  In the event any provision of this Agreement is determined to be void or unenforceable, such determination shall not affect the remainder of this Agreement, which shall continue to be in force.

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

Binding Effect.  Each of the undersigned expressly warrants and represents that he has the full power and authority to sign this Agreement on behalf of the party indicated and that his signature will operate to bind the party indicated to the foregoing terms.

22.

Captions.  The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereto or otherwise affect their construction or effect.

Change of Control.  The Sub-Adviser shall notify Adviser and the Trust in writing at least 60 days in advance of any change of control, as defined in Section 2(a)(9) of the 1940 Act, as will enable the Trust to consider whether an assignment, as defined in Section 2(a)(4) of the 1940 Act, would occur.

Entire Agreement.  This Agreement, together with all exhibits, attachments and appendices and any separate agreement between the Parties contemplated by Section 6 relating to expense sharing, contains the entire understanding and agreement of the Parties with respect to the subject matter hereof.

Other Business.  Except as set forth above, nothing in this Agreement shall limit or restrict the right of any of the Sub-Adviser's directors, officers or employees who may also be a trustee, officer, partner or employee of the Trust to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict the Sub-Adviser's right to engage in any other business or to render services of any kind to any other corporation, firm, individual or association.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their officers designated below as of the date and year first above written.

 

ADVISER:

 

 

 

Tactical Fund Advisors, LLC

 

 

 

 

 

By: /s/ Drew K. Horter

 

Name: Drew K. Horter

 

Title: President/CEO

 

Date: 3/7/19



8






 

 

 

 

 

SUB-ADVISER:

 

 

 

Anchor Capital Management Group, Inc.

 

 

 

 

 

By :/s/ Eric Leake

 

Name: Eric Leake

 

Title: President/CIO

 

Date: 3/15/19





9




Exhibit A

Compensation

The Sub-Adviser shall be paid monthly 0.30% of the Net Management Fees, such payment made in arrears within 15 calendar days of Adviser receiving a detailed calculation of the compensation due for the preceding month.  



10




TRI-PARTY AGREEMENT FOR DISTRIBUTION SERVICES


THIS AGREEMENT is made as of , between The Collaborative Investment Series Trust (the "Trust" and/or Investment Company "IC", or "Fund"), a Delaware statutory Trust/IC, Tactical Fund Advisors, LLC the Registered Investment Advisor (the "RIA") an Ohio limited liability company, and Arbor Court Capital ("ACC"), a limited liability corporation organized and existing under the laws of the State of Ohio.


WHEREAS the Trust/IC is registered under the Investment Company Act of 1940, as amended ("1940 Act"), as an open-end management investment company, and has registered one or more distinct series of shares of beneficial interest ("Shares") for sale to the public under the Securities Act of 1933, as amended ("1933"), and has qualified its shares for sale to the public under various state securities laws; and


WHEREAS the Trust/IC desires to retain ACC as principal underwriter in connection with the offering and sale of the Shares of each series listed on Schedule A (as amended from time to time) to this Agreement; and


WHEREAS this Agreement has been approved by a vote of the Trust/IC's board of trustees or directors ("Board") and its disinterested trustees/directors in conformity with Section 15(c) under the 1940 Act; and


WHEREAS ACC is willing to act as principal underwriter for the Trust/IC on the terms and conditions hereinafter set forth;


NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed between the parties hereto as follows;


1.   Appointment .  The Trust/IC hereby appoints ACC as its agent to be the principal underwriter so as to hold itself out as available to receive and accept orders for the purchase and redemption of the Shares on behalf of the Trust/IC, subject to the terms and for the period set forth in this Agreement. ACC hereby accepts such appointment and agrees to act hereunder. The Trust/IC understands that any solicitation activities conducted on behalf of the Trust/IC will be conducted primarily, if not exclusively, by employees of the Trust/IC's sponsor who shall become registered representatives of ACC or whose broker dealer will establish dealer agreements with ACC in its capacity as distributor. ACC acknowledges that the Trust/IC may hire third party marketers ("TPM") to assist with the gathering of assets. The TPM(s) or their broker dealer will enter into a dealer agreements with ACC only to the extent the TPM will be receiving 12b-1 fees.


2.   Services and Duties of ACC.


(1)

ACC agrees to sell Shares on a best efforts basis from time to time during the term of this Agreement as agent for the Trust/IC and upon the terms described in the Registration Statement. As used in this Agreement, the term "Registration Statement" shall mean the currently effective registration statement of the Trust/IC, and any supplements thereto, under the 1933 Act and the 1940 Act.


(2)

ACC will hold itself available to receive purchase and redemption orders satisfactory to ACC for Shares and will accept such orders on behalf of the Trust/IC. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Registration Statement.








(3)

ACC, with the operational assistance of the Trust/IC's transfer agent, shall make , Shares available through the National Securities Clearing Corporation's Fund/SERV System.


(4)

ACC shall provide to investors and potential investors only such information regarding the Trust/IC as the Trust/IC shall provide or approve. ACC shall review and file all proposed advertisements and sales literature with appropriate regulators and consults with the Trust/IC regarding any comments provided by regulators with respect to such materials.


(5)

The offering price of the Shares shall be the price determined in accordance with, and in the manner set forth in, the most current Prospectus. The Trust/IC or its transfer agent shall make available to ACC a statement of each computation of net asset value and the details of entering into such computation.


(6)

ACC at its sole discretion may repurchase Shares offered for sale by the shareholders. Repurchase of Shares by ACC shall be at the price determined in accordance with, and in the manner set forth in, the most-current Prospectus. At the end of each business day, ACC shall notify, by any appropriate means, the Trust/IC and its transfer agent of the orders for repurchase of Shares received by ACC since the last report, the amount to be paid for such Shares, and the identity of the shareholders offering Shares for repurchases. The Trust/IC reserves the right to suspend such repurchase right upon written notice to ACC.  ACC further agrees to act as agent for the Trust/IC to receive and transmit promptly to the Trust/IC's transfer agent shareholder requests for redemption of Shares.


(7)

ACC shall not be obligated to sell any certain number of shares.


(8)

ACC shall prepare reports for the Trust/IC's board regarding its activities under this Agreement as from time to time shall be reasonably requested by the Board.


(9)

In its capacity as distributor of the Shares, all activities of ACC and its partners, agents, and employees shall comply with all applicable laws, rules and regulations, including without limitation, the 1940 Act, all application rules and regulations promulgated by the SEC thereunder, and all applicable rules and regulations adopted by any securities association registered under the Securities Exchange Act of 1934.


(10)

Whenever in their judgment such action is warranted by unusual market, economic or political conditions or by abnormal circumstances of any kind, the Trust/IC's officers may upon reasonable notice instruct ACC to decline to accept any orders for or make any sales of the Shares until such time as those officers deem it advisable to accept such orders and to make such sales.


3.   Duties of the Trust/IC.


(1)

The Trust/IC shall keep ACC fully informed of its affairs that impact this Agreement and shall provide to ACC from time to time copies of all information, financial statements, and other papers that ACC may reasonably request for use in connection with the distribution of Shares, including, without limitation, certified copies of any financial statements prepared for the Trust/IC by its independent public accountant and such reasonable number of copies if the most current Prospectus, Statement of



2





Additional Information ("SAI"), and annual and interim reports as ACC may request, and the Trust/IC shall fully cooperate in the efforts of ACC to sell and arrange for the sale of Shares.


(2)

The Trust/IC shall maintain a currently effective Registration Statement on Form N-1A with the Securities and Exchange Commission (the "SEC"), maintain qualification with applicable states and file such reports and other documents as may be required under applicable federal and state laws. The Trust/IC shall notify ACC in writing of the states in which the Shares may be sold and shall notify ACC in writing of any changes to such information. The Trust/IC shall bear all expenses related to preparing and typesetting such Prospectuses, SAI and other materials required by law and such other expenses, including printing and mailing expenses, related to the Trust/IC's communication with persons who are shareholders.


(3)

The Trust/IC and/or the RIA shall not use any advertisements or other sales materials that have not been (i) submitted to ACC for its review and approval, and (ii) filed with the appropriate regulators.


(4)

The Trust/IC represents and warrants that its Registration Statement and any advertisements and sales literature (excluding statements relating to ACC and the services it provides that are based upon written information furnished by ACC expressly for inclusion therein) of the Trust/IC shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to ACC, pursuant to Section 3 hereof, shall be true and correct in all material respects.


4.   Other Broker-Dealers . ACC in its discretion may enter into agreements to sell Shares to such registered and qualified retail dealers, as reasonably requested by the Trust/IC and or the RIA. In making agreements with such dealers, ACC shall act only as principal and not as agent for the Trust/IC. The form of any such dealer agreement shall be mutually agreed upon and approved by the Trust/IC and/or RIA and ACC.


5.   Withdrawal of Offering .  The Trust/IC reserves the right at any time to withdraw all offerings of any or all Shares by written notice to ACC at its principal office. No Shares shall be offered by either ACC or the Trust/IC under any provisions of this Agreement and no orders for the purchase or sale of Shares hereunder shall be accepted by the Trust/IC if and so long as effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any provisions of the 1933 Act, or if and so long as a current prospectus as required by Section 5(b)(2) of the 1933 Act is not on file with the SEC.


6.   Services Not Exclusive . The services furnished by ACC hereunder are not to be deemed exclusive and ACC shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby. The Trust/IC reserves the right to (i) sell Shares to investors on applications received and accepted by the Trust/IC; (ii) issue Shares in connection with a merger, consolidation or recapitalization of the Trust/IC; or (iii) issue additional Shares to shareholders.


7.   Expenses of the Trust/IC .  The Trust shall bear all costs and expenses of registering the Shares with the SEC and state and other regulatory bodies, and shall assume expenses related to communications with shareholders of the Trust/IC including, but not limited to, (i)fees and disbursements of its counsel and independent public accountant;(ii) the preparation and mailing of annual and interim



3





reports, Prospectuses, SAIs, and proxy materials to shareholders; (iii) such other expenses related to the communications with persons who are shareholders of the Trust/IC; and (iv) the qualifications of Shares for sale under the securities laws of such jurisdictions as shall be selected by the Trust/IC, and the costs and expenses payable to each such jurisdiction for continuing qualification therein. In addition, the Trust/IC shall bear all costs of preparing, printing, mailing and filing any advertisements and sales literature. ACC does not assume responsibility for any expenses not assumed hereunder.


8.   Compensation .  As compensation for the services performed and the expenses assumed by ACC under this Agreement including, but not limited to, any commissions paid for sales of Shares, the Trust/IC, to the extent a particular series of the Trust/IC (as such series are listed in Schedule A),


a.

Acknowledges that the investment advisor of that particular series of the Trust/IC will pay out of its own resources to ACC, as promptly as possible after receipt of quarterly invoice, a fee for services as set forth in Schedule B to this Agreement.

Initial__GS___

For the Trust/IC

Initial___DH      

For the RIA


b.

Or the Trust/IC is authorized to pay pursuant to Rule 12b-1 under the 1940 Act, shall pay ACC, as promptly as possible after receipt of a quarterly invoice a fee for services as set forth in Schedule B to this Agreement.

Initial___GS____

For the Trust/IC

Initial____DH___

For the RIA


9.

Status of ACC .  ACC is an independent contractor and shall be agent of the Trust/IC only with respect to the sale and redemption of Shares.


10.

Indemnification .


a.

The Trust/IC agrees to indemnify, defend, and hold ACC, its officers and directors, and any person who controls ACC within the meaning of Section 15 of 1933 Act ("ACC entities"), free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigation or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) that ACC its officers, directors, or any such controlling person may incur under the 1933 Act, or under common law or otherwise, arising out of or based upon any (i) untrue statement of a material fact contained in the Registration Statement, Prospectus, SA1 or sales literature, (ii) omission to state a material fact required to be stated in the either thereof or necessary to make the statements therein not misleading, or (iii) failure by the Trust/IC to comply with the terms of the Agreement; provided, that in no event shall anything contained herein be so construed as to protect ACC against any liability to the Trust/IC or its shareholders to which ACC would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations under this Agreement.


b.

The Trust/IC shall not be liable to ACC or ACC entities under this Agreement with respect to any claim made against ACC or any person indemnified unless ACC or other such person shall have notified the Trust/IC in writing of the claim within 10 days of such receipt after the summons or other first written notification giving information of the nature of the claim shall have been served upon ACC or such other person (or after ACC or the person shall have received notice of service on any designated agent.) However, failure to notify the Trust/IC of any claim shall not relieve the Trust/IC from any liability



4





that it may have to ACC or any other person against whom such action is brought otherwise than on account of this Agreement.


c.

The Trust/IC shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this Agreement. If the Trust/IC elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust/IC and satisfactory to indemnified defendants in the suit whose approval shall not be unreasonably withheld. In the event that the Trust/IC elects to assume the defense of any suit and retain counsel, the indemnified defendants shall bear the fees and expenses of any additional counsel retained by them. If the Trust/IC does not elect to assume the defense of a suit, it will reimburse the indemnified defendants for the reasonable fees and expenses of any counsel retained by the indemnified defendants. The Trust/IC agrees to promptly notify ACC of the commencement of any litigation or proceedings against it or any its officers or directors in connection with issuance or sale of any of its Shares.


d.

ACC agrees to indemnify, defend, and hold the Trust/IC, its officers and directors, and any person who controls the Trust/IC within the meaning of Section 15 of the 1933 Act, free and harmless from and against any and all claims, demands, liabilities, and expenses (including the cost of investigation or defending against such claims, demands, liabilities and any counsel fees incurred in connection therewith) that the Trust/IC, its directors or officers, or any such controlling person may incur under the 1933 Act, or under common law or otherwise, resulting from ACC's willful misfeasance, bad faith or gross negligence in the performance of its obligations and duties under this Agreement, or arising out of or based upon any untrue statement of a material fact contained in information furnished in writing by ACC to the Trust/IC for use in the Registration Statement, Prospectus or SAT arising out of or based upon any omission to state a material fact in connection with such information required to be stated in either thereof or necessary to make such information not misleading.


e.

ACC shall be entitled to participate, at its own expense, in the defense or, if it so
elects, to assume the defense of any suit brought to enforce the claim, but if ACC elects to assume the defense, the defense shall be conducted by counsel chosen by ACC and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheld. In the event that ACC elects to assume the defense of any suit and retain counsel, the defendants in the suit shall bear the fees and expenses of any additional counsel retained by them. If ACC does not elect to assume the defense of any suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any counsel retained by them.


11.   Duration and Termination .


a.

This Agreement shall become effective on the date first written above or such later date as indicated in Schedule A and, unless sooner terminated by as provided herein, will continue in effect for one year from the above written date. Thereafter, if not terminated, this Agreement shall continue in effect for successive annual periods, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Trust/IC's Board who are neither interested persons (as defined in the 1940 Act) of the Trust/IC ("Independent trustees/directors") or of ACC, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Trust/IC.



5






b.

Notwithstanding the foregoing, this Agreement may be terminated in its entirety at any time after one year, without the payment of any penalty, by vote of the Board, by vote of a majority of the Independent trustees/directors, or by vote of a majority of the outstanding voting securities of the Trust/IC on sixty days' written notice to ACC, or by ACC at any time, without the payment of any penalty, on sixty days written notice by ACC to the Trust/IC. This Agreement will automatically terminate in the event of its assignment.


12.   Privacy .  Nonpublic personal financial information relating to consumers or customers

of the Trust/IC provided by, or at the direction of, the Trust/IC and or the RIA to ACC, or collected or retained by ACC to perform its duties as distributor, shall be considered confidential information. ACC shall not disclose or otherwise use any nonpublic personal financial information relating to present or former shareholders of the Trust/IC other than for the purposes for which that information was disclosed to ACC, including use under an exception in Rules 13, 14 or 15 of the Securities and Exchange Commission Regulation S-P in the ordinary course of business to carry out those purposes. ACC shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to consumers and customers of the Trust/IC. The Trust/IC represents to ACC that it has adopted a statement of its privacy policies and practices as required by Securities and Exchange Commission Regulation S-P and agrees to provide ACC with a copy of that statement annually.


13.   Anti-Money Laundering Compliance . Each of ACC, the Trust/IC and the RIA acknowledge that it is a financial institution subject to the USA Patriot Act of 2001 and the Bank Secrecy Act (collectively, the "AML Acts"), which require, among other things, that financial institutions adopt compliance programs to guard against money laundering. Each represents and warrants to the other that it is in compliance with and will continue to comply with the AML Acts and applicable regulations in all relevant respects.


ACC shall include specific contractual provisions regarding anti-money laundering compliance obligations in agreements entered into by it with any dealer that is authorized to effect transactions in Shares.


Each of ACC, the Trust/IC and the RIA agree that it will take such further steps, and cooperate with the other as may be reasonably necessary, to facilitate compliance with the AML Acts, including but not limited to the provision of copies of its written procedures, policies and controls related thereto ("AML Operations"). ACC undertakes that it will grant to the Trust/IC, the Trust/IC's anti-money laundering compliance officer and regulatory agencies, reasonable access to copies of its AML Operations, books and records pertaining to the Trust/IC only. It is expressly understood and agreed that the Trust/IC and the Trust/IC's compliance officer shall have no access to any of ACC's AML Operations, books or records pertaining to other clients of ACC.


14.   Confidentiality .  During the term of this Agreement, ACC and the Trust/IC and RIA

may have access to confidential information relating to such matters as either party's business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, "Confidential Information" means information belonging to ACC or the Trust/IC or the RIA which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the



6





information is or becomes publicly known without breach of this Agreement, (ii) the information is disclosed to the other party by a third party not under an obligation of confidentiality to the party whose Confidential Information is at issue of which the party receiving the information should reasonably be aware, or (iii) the information is independently developed by a party without reference to the other's Confidential Information. Each party will protect the other's Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other party's Confidential Information other than in connection with its duties and obligations hereunder. Notwithstanding the foregoing, a party may disclose the other's Confidential Information if (i) required by law, regulation or legal process or if requested by any governmental agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicably and cooperate with the other party (at such other party's expense) in any efforts to prevent such disclosure.


15.   Amendment of this Agreement .  No provision of this Agreement may be

changed, waived, discharged, or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge, or termination is sought. This Agreement may be amended with the approval of the Board or of a majority of the outstanding voting securities of the Trust/IC; provided, that in either case, such amendment also shall be approved by a majority of the Independent trustees/directors and the RIA provided, that in either case, such amendment also shall be approved by an authorized representative of the RIA.


16.   Limitation of Liability .  The Board and shareholders of the Trust/IC shall not be personally liable for obligations of the Trust/IC in connection with this Agreement.


17.  Notices .  Any notice provided hereunder shall be sufficiently given when sent by registered or certified mail to the party required to be served with such notice at the following address:  if to the Trust/IC Collaborative Investment Series Trust , 8000 Town Centre Drive, Suite 400 Broadview Heights, Ohio 44147, Attn: Brandon Pokersnik; if to the RIA, Tactical Fund Advisors LLC, 11726 Seven Gables Road, Cincinnati, Ohio 45249 Attn : Tactical Fund Advisors; and if to ACC, 8000 Town Centre Drive, Suite 400, Broadview Heights, Ohio 44147, Attn: Gregory Getts, with a copy to such other address as such party may from time to time specify in writing to the other party pursuant to this Section.


18.  Miscellaneous . The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statue, rule, or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors. As used in this Agreement, the terms "majority of the outstanding voting securities", "interested person", and "assignment" shall have the same meaning as such terms have in the 1940 Act.


19.  Arbitration . You hereby agree to settle by arbitration any controversy between you and ACC, or its affiliates, or its or their respective officers, directors, employees or agents which controversy arises out of this Agreement between you and ACC or which relates to any Client's Account, Client authorizations, Account transactions, or in any way arising out of your relationship to your Clients or to ACC. Such arbitration will be conducted by, and according to the securities arbitration rules then in effect of, the American Arbitration Association, FINRA, the New York Stock Exchange or any other U.S.-based national securities exchange registered with the Securities and Exchange Commission. Arbitration may be initiated by serving or mailing a written notice. The notice must specify which forum will hear the arbitration. This specification will be binding on both parties. Any award the arbitrator makes will be final, and judgment on it may be entered in any court having jurisdiction.



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20.   Governing Law .  This Agreement shall be construed in accordance with the laws of the State of Ohio and the 1940 Act. To the extent that the applicable laws of the State of Ohio conflict with the applicable provisions of the 1940 Act, the latter shall control.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated as of the day and year first above written.


ATTEST:

Collaborative Investment Series Trust


By : /s/Gregory Skidmore


Title : President


ATTEST:

Tactical Fund Advisors, LLC


By : /s/Drew Horter


Title : President/CEO


ATTEST:

Arbor Court Capital, LLC


By : /s/Gregory B. Getts


Title : President





8






SCHEDULE A


to the

DISTRIBUTION AGREEMENT

between


Collaborative Investment Series Trust and Arbor Court Capital



Pursuant to Section 1 of the Distribution Agreement among The Collaborative Investment Series Trust (the “Trust/IC”) and Arbor Court Capital (“ACC”), the Trust/IC hereby appoints ACC as its agent to be the principal underwriter of the Trust/IC with respect to its following series:



Tactical Conservative Allocation Fund

Tactical Moderate Allocation Fund

Tactical Growth Allocation Fund













For the Trust/IC

For the RIA



Dated:

3/11/2019

Dated:

3/7/19


Initial:

GS

Initial:

DH



9







SCHEDULE B


to the

DISTRIBUTION AGREEMENT

between


The Collaborative Investment Series Trust and Arbor Court Capital


The service fee schedule for Distribution Services provided by Arbor Court Capital ("ACC") for Collaborative Investment Series Trust are:


·

$7,000  per annum for the first portfolio or fund; $1,500 per annum for each additional portfolio


·

Advertising reviews are conducting by ACC Principal at a rate of $  150/hour (Typically new marketing pieces require 1 to 3 hours to review depending on the number of changes required). Existing marketing pieces previously approved by FINRA using another distributor require an initial review but typically are acceptable by ACC along with the documentation of that previous approval. All FINRA advertising fees will pass through as well.


·

$600 annually for website archiving, this is not an optional service if you maintain a website for the fund on the public domain


·

$2,000 annually per FINRA registered reps employed by the Trust/I wherein ACC is asked to carry the FINRA license.


·

ACC reserves the right to pass-along FINRA assessments, State Registration Fees, or invoiced to ACC as a result of platform, dealer, or registered representative relationships required by Trust/IC and/or the RIA. Fees for








For the Trust/IC

For the RIA



Dated:

3/11/2019

Dated:

3/7/2019


Initial:

GS

Initial:

DH






10





SECOND AMENDMENT TO THE

CUSTODY AGREEMENT


THIS SECOND AMENDMENT, effective as of the last date on the signature block, to the Custody Agreement dated January 2, 2018 (the “Agreement”) by and between Collaborative Investment Series Trust , a Delaware statutory trust (the “Trust”), and U.S. Bank National Association , a national banking association organized and existing under the laws of the United States of America (the “Custodian”).


RECITALS


WHEREAS, the parties have entered into the Agreement; and


WHEREAS, the parties desire to add the following funds to the Custody Agreement:


Tactical Conservative Allocation Fund,

Tactical Moderate Allocation Fund

Tactical Growth Allocation Fund


WHEREAS, Article 15.02 of the Custody Agreement allows for its amendment by a written instrument executed by both parties.


NOW, THEREFORE, the parties agree as follows:


Schedule II will be superseded and replaced with First Amended Schedule II attached Hereto.


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


IN WITNESS WHEREOF , the parties hereto have caused this Second Amendment to

be executed by a duly authorized officer on one or more counterparts as of the date and   year last written below.



Collaborative Investment Series Trust

 

U.S. Bank National Association



By: /s/Gregory Skidmore

By: /s/ Anita M. Zogrodnite


Name: Gregory Skidmore

Name: Anita M. Zogrodnite

Title: President

Title: Senior Vice President


Date: 2/22/2019

Date: 2/25/2019




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FIRST AMENDED SCHEDULE II

to the Custody Agreement

Funds List and Custodian Compensation

Separate Series of Collaborative Investment Series Trust


Name of Series

Preferred-Plus


Dividend Performers

Tactical Conservative Allocation Fund

 Tactical Moderate Allocation Fund

 Tactical Growth Allocation Fund

Custody Services Annual Fee Schedule at February 1, 2019

U.S. Bank, N.A., as Custodian, will receive monthly compensation for services according to the terms of the following Schedule:


Annual Fee Based Upon Market Value per Fund*


Based upon an annual rate of average daily market value of all long securities and cash held in the portfolio:

.75 basis points on the first $500 million

.50 basis points on the balance


Minimum annual fee per fund – $4,800

Plus portfolio transaction fees

 

Portfolio Transaction Fees:

             

$  4.00

Book entry DTC transaction, Federal Reserve transaction, principal paydown

$  7.00

Repurchase agreement, reverse repurchase agreement, time deposit/CD or other non-depository transaction

$  8.00

Option/SWAPS/future contract written, exercised or expired

$15.00

Mutual fund trade, Margin Variation Wire and outbound Fed wire

$50.00

Physical security transaction

$  5.00 per check disbursement


A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.

Securities Lending and Money Market Deposit Account (MMDA)

Negotiable


Miscellaneous Expenses

All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred: expenses incurred in the safekeeping, delivery and receipt of securities, shipping, transfer fees, deposit withdrawals at custodian (DWAC) fees, SWIFT charges, negative interest charges, treasury management expenses and extraordinary expenses based upon complexity.


Additional Services

Additional fees apply for global servicing.  Fund of Fund expenses quoted separately.

$600 per custody sub account per year (e.g., per sub adviser, segregated account, etc.)

Class Action Services $25 filing fee per class action per account, plus 2% of gross proceeds, up to a maximum per recovery not to exceed $2,000.

No charge for the initial conversion free receipt.



2





Overdrafts charged to the account at prime interest rate plus 2%, unless a line of credit is in place


Additional services not included above shall be mutually agreed upon at the time of the service being added.  In addition to the fees described above, additional fees may be charged to the extent that changes to applicable laws, rules or regulations require additional work or expenses related to services provided (e.g., compliance with new liquidity risk management and reporting requirements).


*Subject to annual CPI increase – All Urban Consumers – U.S. City Average.

Fees are calculated pro rata and billed monthly.



3






Additional Global Sub-Custodial Services Annual Fee Schedule

[TACT485BPOSEXG201905001.JPG]


A monthly base fee per fund will apply based on the number of foreign securities held. If no global assets are held within a given month, the monthly base charge will not apply for that month.

1 25 foreign securities $500; 26 50 foreign securities $1,000; Over 50 foreign securities $1,500

Euroclear Eurobonds only.  Eurobonds are held in Euroclear at a standard rate, but other types of securities (including but not limited to equities, domestic market debt and mutual funds) will be subject to a surcharge.  In addition, certain transactions that are delivered within Euroclear or from a Euroclear account to a third party depository or settlement system, will be subject to a surcharge.

For all other markets specified in above grid, surcharges may apply if a security is held outside of the local market.


Miscellaneous Expenses

Tax reclaims that have been outstanding for more than 6 (six) months with the client will be charged $50 per claim.

Charges incurred by U.S. Bank, N.A. directly or through sub-custodians for account opening fees, local taxes, stamp duties or other local duties and assessments, stock exchange fees, foreign exchange transactions, postage and insurance for shipping,



4





facsimile reporting, extraordinary telecommunications fees, proxy services and other shareholder communications, recurring administration fees, negative interest charges, overdraft charges or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred.  

A surcharge may be added to certain miscellaneous expenses listed herein to cover handling, servicing and other administrative costs associated with the activities giving rise to such expenses.  Also, certain expenses are charged at a predetermined flat rate.

SWIFT reporting and message fees.



Margin Management Services


Requires U.S. Bank as custodian for all assets


$30,000 annual program fee (includes up to 4 Account Control Agreements)


$7,500 annual fee per each additional Account Control Agreement.  


Fees are calculated pro rata and billed monthly


Extraordinary Services

Extraordinary services are duties or responsibilities of an unusual nature, including termination, but not provided for in the governing documents or otherwise set forth in this schedule. A reasonable charge will be assessed based on the nature of the service and the responsibility involved. At our option, these charges will be billed at a flat fee or at our hourly rate then in effect.


Account approval is subject to review and qualification. Fees are subject to change at our discretion and upon written notice. The fees set forth above and any subsequent modifications thereof are part of your agreement. Finalization of the transaction constitutes agreement to the above fee schedule, including agreement to any subsequent changes upon proper written notice. In the event your transaction is not finalized, any related out-of-pocket expenses will be billed to the client directly. Absent your written instructions to sweep or otherwise invest, all sums in your account will remain uninvested and no accrued interest or other compensation will be credited to the account. Payment of fees constitutes acceptance of the terms and conditions set forth.


To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an Account. For a non-individual person such as a business entity, a charity, a Trust, or other legal entity, we ask for documentation to verify its formation and existence as a legal entity. We may also ask to see financial statements, licenses, identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation.


*Subject to annual CPI increase All Urban Consumers U.S. City Average





5



TRANSFER AGENT AGREEMENT



THIS AMENDED AND RESTATED AGREEMENT is made and entered into this 21st day of  February, 2019, by and between the Collaborative Investment Series Trust (the “Trust”), a Delaware statutory trust having its principal place of business at 8000 Town Centre Drive, Suite 400, Broadview Heights, Ohio, 44147, and Mutual Shareholder Services, LLC, a Delaware Limited Liability Company (“MSS”).


RECITALS:


A.

The Trust is an open-end management investment company registered with the United States Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the “1940 Act”); and


B.

The Trust, on behalf of the funds listed on Exhibit A, desires to appoint MSS as its transfer agent and dividend disbursing and redemption agent, and MSS desires to accept such appointment.


AGREEMENTS:


NOW, THEREFORE , in consideration of the mutual covenants herein contained, the parties hereby agree as follows:


1.

DUTIES OF MSS.


1.01

Subject to the terms and conditions set forth in this Agreement, the Trust hereby employs and appoints MSS to act, and MSS agrees to act, as transfer agent for the Trust’s authorized and issued shares of beneficial interest of each class of each portfolio of the Trust (the “Shares”), and as dividend disbursing and redemption agent for the Trust.


1.02

MSS agrees that it will perform the following services:


(a)

In accordance with procedures established from time to time by agreement between the Trust and MSS, MSS shall:


(i)

Receive for acceptance, orders for the purchase of Shares, and promptly deliver payment and appropriate documentation therefore to the Custodian of the Trust authorized by the Board of Trustees of the Trust (the “Custodian”);


(ii)

Pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in the appropriate Shareholder account;




1



(iii)

Receive for acceptance redemption requests and redemption directions and deliver the appropriate documentation therefore to the Custodian;


(iv)

At the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders;


(v)

Effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions;


(vi)

Prepare and transmit payments for dividends and distributions declared by the Trust;


(vii)

Maintain records of account for and advise the Trust and its Shareholders as to the foregoing;


(viii)

Maintain an Anti-Money Laundering Program in compliance with the USA Patriot Act of 2001 and regulation thereunder, and provide to the Trust a copy of MSS’s Anti-Money Laundering Program;


(ix)

Perform such services as are necessary to implement and enforce the Trust’s Anti-Money Laundering Program;


(x)

Provide necessary and reasonable access to properly authorized federal examiners so that they can obtain all necessary information and records relating to the AML Program and to inspect MSS’s implementation and operation of the AML Program; and


(xi)

Record the issuance of shares of the Trust and maintain pursuant to SEC Rule 17Ad-10(e) a record of the total number of shares of the Trust which are authorized, based upon data provided to it by the Trust, and issued and outstanding.  MSS shall also provide the Trust on a regular basis with the total number of shares which are authorized, issued and outstanding and shall have no obligation, when recording the issuance of shares, to monitor the issuance of such shares or to take cognizance of any laws relating to the issue or sale of such shares, which functions shall be the sole responsibility of the Trust.


(b)

In addition, MSS shall perform all of the customary services of a transfer agent, dividend disbursing and redemption agent, including but not limited to: maintaining all Shareholder accounts, preparing Shareholder meeting lists, mailing proxies, receiving and tabulating proxies, mailing Shareholder reports and prospectuses to current Shareholders, withholding taxes for U.S. resident and non-resident alien accounts, preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for all Shareholders, preparing and mailing confirmation forms and statements of account to



2



Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts, preparing and mailing activity statements for Shareholders, and providing Shareholder account information and provide a system and reports which will enable the Trust to monitor the total number of Shares sold in each State.


Procedures applicable to certain of these services may be established from time to time by agreement between the Trust and MSS.


2.

FEES AND EXPENSES


2.01

In consideration of the services to be performed by MSS pursuant to this Agreement, the Trust agrees to pay MSS the fees set forth in the fee schedule attached hereto as Exhibit “B”.


2.02

In addition to the fee paid under Section 2.01 above, the Trust agrees to reimburse MSS for out-of-pocket expenses or advances incurred by MSS in connection with the performance of its obligations under this Agreement.  In addition, any other expenses incurred by MSS at the request or with the consent of the Trust will be reimbursed by the Trust.


2.03

The Trust agrees to pay all fees and reimbursable expenses within five days following the receipt of the respective billing notice.  Postage for mailing of dividends, proxies, Trust reports and other mailings to all shareholder accounts shall be advanced to MSS by the Trust at least seven days prior to the mailing date of such materials.


3.

REPRESENTATIONS AND WARRANTIES OF MSS


MSS represents and warrants to the Trust that:


3.01

It is a Limited Liability Company duly organized and existing and in good standing under the laws of the State of Delaware.


3.02

It is duly qualified to carry on its business in the State of Ohio.


3.03

It is empowered under applicable laws and by its charter and by-laws to enter into and perform this Agreement.


3.04

All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.


3.05

It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.


3.06

MSS is duly registered as a transfer agent under the Securities Act of 1934 and shall continue to be registered throughout the remainder of this Agreement.



3




4.

REPRESENTATIONS AND WARRANTIES OF THE FUND


The Trust represents and warrants to MSS that:


4.01

It is a statutory Trust duly organized and existing and in good standing under the laws of Delaware.


4.02

It is empowered under applicable laws and by its Declaration of Trust to enter into and perform this Agreement.


4.03

All corporate proceedings required by said Declaration of Trust have been taken to authorize it to enter into and perform this Agreement.


4.04

It is an open-end and diversified management investment company registered under the 1940 Act.


4.05

A registration statement under the Securities Act of 1933 is currently or will become effective and will remain effective, and appropriate state securities law filings as required, have been or will be made and will continue to be made, with respect to all Shares of the Trust being offered for sale.


5.

INDEMNIFICATION


5.01

MSS shall not be responsible for, and the Trust shall indemnify and hold MSS harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to:


(a)

All actions of MSS or its agents or subcontractors required to be taken pursuant to this Agreement, provided that such actions are taken in good faith and without  negligence or willful misconduct.


(b)

The Trust’s refusal or failure to comply with the terms of this Agreement, or which arise out of the Trust’s lack of good faith, negligence or willful misconduct or which arise out of the breach of any representation or warranty of the Trust hereunder.


(c)

The reliance on or use by MSS or its agents or subcontractors of information, records and documents which (i) are received by MSS or its agents or subcontractors and furnished to it by or on behalf of the Trust, and (ii) have been prepared and/or maintained by the Trust or any other person or firm on behalf of the Trust.


(d)

The reliance on, or the carrying out by MSS or its agents or subcontractors of, any instructions or requests of the Trust.




4



(e)

The offer or sale of Shares in violation of any requirement under the federal securities laws or regulations or the securities laws or regulations of any state that such Shares be registered in such state or in violation of any stop order or other determination or ruling by any federal agency or any state with respect to the offer or sale of such Shares in such state.


5.02

MSS shall indemnify and hold the Trust harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to any action or failure or omission to act by MSS as a result of MSS’s lack of good faith, gross or ordinary negligence or willful misconduct.


5.03

At any time MSS may apply to any officer of the Trust for instructions, and may consult with legal counsel with respect to any matter arising in connection with the services to be performed by MSS under this Agreement, and MSS and its agents or subcontractors shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in reliance upon such instructions or upon the opinion of such counsel.  MSS, its agents and subcontractors shall be protected and indemnified in acting upon any paper or document furnished by or on behalf of the Trust, reasonably believed to be genuine and to have been signed by the proper person or persons, or upon any instruction, information, data, records or documents provided MSS or its agents or subcontractors by machine readable input, telex, CRT data entry or other similar means authorized by the Trust, and shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Trust.  MSS, its agents and subcontractors shall also be protected and indemnified in recognizing stock certificates which are reasonably believed to bear the proper manual or facsimile signatures of the officers of the Trust, and the proper countersignature of any former transfer agent or registrar, or of a co-transfer agent or co-registrar.


5.04

In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes.


5.05

Upon the assertion of a claim for which either party may be required to indemnify the other, the party of seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim.  The party who may be required to indemnify shall have the option to participate with the party seeking indemnification the defense of such claim.  The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent.








5



6.

COVENANTS OF THE TRUST AND MSS


6.01

The Trust shall promptly furnish to MSS a certified copy of the resolution of the Board of Trustees of the Trust authorizing the appointment of MSS and the execution and delivery of this Agreement.


6.02

MSS hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Trust for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices.


6.03

MSS shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable.  To the extent required by Section 31 of the 1940 Act, as amended, and the Rules thereunder, MSS agrees that all such records prepared or maintained by MSS relating to the services to be performed by MSS hereunder are the property of the Trust and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered promptly to the Trust on and in accordance with its request.


6.04

MSS and the Trust agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law.


6.05

In case of any requests or demands for the inspection of the Shareholder records of the Trust, MSS will endeavor to notify the Trust and to secure instructions from an authorized officer of the Trust as to such inspection.  MSS reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be held liable for the failure to exhibit the Shareholder records to such person, and shall promptly notify the Trust of any unusual request to inspect or copy the shareholder records of the Trust or the receipt of any other unusual request to inspect, copy or produce the records of the Trust.


7.

TERM OF AGREEMENT


7.01

This This Agreement shall become effective as of the date hereof and shall remain in force for a period of three years.  This Agreement will automatically renew for successive annual terms unless one party provides written notice to the other party 90 days prior to the annual renewal date that the agreement will not be renewed.  Each party to this Agreement has the option to terminate this Agreement during the initial three year term and any renewal period, without penalty, upon 90 days prior written notice.


7.02

Should the Trust exercise its right to terminate, all out-of-pocket expenses associated with the movement of records and material will be paid by the Trust.  Additionally, MSS reserves the right to charge for any other reasonable expenses associated with such termination.



6





8.

MISCELLANEOUS


8.01

Neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party.  This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.


8.02

This Agreement may be amended or modified by a written agreement executed by both parties and authorized or approved by a resolution of the Board of Trustees of the Trust.


8.03

The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of Ohio as at the time in effect and the applicable provisions of the 1940 Act.  To the extent that the applicable law of the State of Ohio, or any of the provisions here in, conflict with the applicable provisions of the 1940 Act, the latter shall control.


8.04

This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written.


8.05

All notices and other communications hereunder shall be in writing, shall be deemed to have been given when received or when sent by telex or facsimile, and shall be given to the following addresses (or such other addresses as to which notice is given):


To the Trust:

To MSS:

Collaborative Investment Series Trust

Mutual Shareholder Services, LLC

8000 Town Centre Drive, Suite 400

8000 Town Centre Drive, Suite 400

Broadview Heights, OH 44147

Broadview Heights, OH 44147



IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.



Collaborative Investment Series Trust

Mutual Shareholder Services, LLC




By: Gregory Skidmore

By: Gregory Getts


Its: President

Its: President

 







7





Exhibit A



The following Funds  are covered under this Agreement:


1.

Mercator International Opportunity Fund

2.

Preferred-Plus

3.

Dividend Performers

4.

Tactical Conservative Allocation Fund

5.

Tactical Moderate Allocation Fund

6.

Tactical Growth Allocation Fund  



































8







Exhibit B



Current Mutual Shareholder Services billing system:

 

 

 

 

 

Accounting Fees

 

 

 

 

 

 

 

 

If average value of fund is

 

 

 

between the following

 

Yearly Fee

Monthly Fee

-

   25,000,000

 

      22,200

     1,850

   25,000,000

   50,000,000

 

      31,700

     2,642

   50,000,000

   75,000,000

 

      37,450

     3,121

   75,000,000

 100,000,000

 

      43,200

     3,600

 100,000,000

 125,000,000

 

      48,950

     4,079

 125,000,000

 150,000,000

 

      54,700

     4,558

 150,000,000

200,000,000

 

      60,450

     5,038

200,000,000

300,000,000

 

$60,450 plus .01% on assets greater than $200,000,000

 

300,000,000

 -

 

$70,450 plus .005% on assets greater than $300,000,000

 

 

 

 

 

 

Shareholder Servicing Fees

 

 

 

 

 

 

 

           11.50

annual fee per shareholder with a

 

 

min of $775.00 charge per month

 

 

 

 

 

 

 

 

 

 

 

Blue Sky Servicing Fees

 

Multi-Class Funds

 

 

 

 

 

 

         100.00

per state per filing

432.00

Additional per month

 

 

 

 

 

 

 

 

 

 

Calculated monthly charges for a small Fund

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Value

Approx. Monthly Fee

Approximate Fund Size:

 

11,000,000

     1,850

No of Shareholders:

 

    100

775

Blue Sky States

 

            -   

          -   

 

 

 

 

     2,625

 

 

Less 0% discount*

0

 

 

New Fund Discount (312)**

    0

 

 

Discounted fee

     2,625

 

 

 

 

 

 

 

Annual Fee

 

    31,500

 

 

 

 

 

* Discount calculated as follows:

 

 

Discount

Net assets of Fund

 

 

50%

-

   6,000,000

 

 

40%

     6,000,000

   7,000,000

 

 



9






30%

     7,000,000

   8,000,000

 

 

20%

     8,000,000

   9,000,000

 

 

10%

     9,000,000

 10,000,000

 

 

0%

   10,000,000

-

 

 

 

 

 

 

 

** Discount good while fund is less than 3 million

 

 

 

 











10






FUND ADMINISTRATION SERVICING AGREEMENT


AMENDED AND RESTATED AS OF FEBRUARY 26, 2019


THIS AGREEMENT, initially made and entered into on October 19th, 2018, is amended and restated as of February 26, 2019, by and among Collaborative Investment Series Trust, a Delaware statutory trust (hereinafter referred to as the "Trust") and Collaborative Fund Services, LLC, a limited liability company organized under the laws of the State of Connecticut (hereinafter referred to as "CFS").


WHEREAS, the Trust is an open-end management investment company which is registered under the Investment Company Act of 1940, as amended (the "1940 Act");


WHEREAS, the Trust is authorized to create separate series, each with its own separate investment portfolio (each a “Fund”);


WHEREAS, CFS is, among other things, in the business of providing fund administration services for the benefit of its customers; and


WHEREAS, the Trust desires to retain CFS to act as Administrator for each Fund of the Trust listed on Exhibit A attached hereto, as it may be amended from time to time.


NOW, THEREFORE, in consideration of the mutual agreements herein made, the Trust and CFS agree as follows:


1.

Appointment of Administrator. The Trust hereby appoints CFS as Administrator of the Trust on the terms and conditions set forth in this Agreement, and CFS hereby accepts such appointment and agrees to perform the services and duties set forth in this Agreement in consideration of the compensation provided for herein.


2.

Duties and Responsibilities of CFS For Each Fund


Summary of Administration Duties and Responsibilities


CFS shall give the Trust the benefit of its best judgment, efforts and facilities in rendering its administrative services. CFS shall at all times conform to: (i) all applicable provisions of the Act and any rules and regulations adopted thereunder, (ii) the provisions of the Registration Statement of the Trust under the Securities Act of 1933 and the 1940 Act as amended from time to time, (iii) the provisions of the Amended and Restated Agreement and Declaration of Trust and the By-Laws of the Trust, as each shall be amended from time to time and (iv) any other applicable provisions of state and federal law.

Subject to the direction and control of the Trust, CFS shall supervise the Trust’s







business affairs not otherwise supervised by other agents of the Trust. To the extent not otherwise the primary responsibility of, or provided by, other parties under agreement with the Trust, CFS shall supply (i) non-investment related statistical and research data, (ii) internal regulatory compliance services, and (iii) executive and administrative services. CFS shall supervise the preparation of (i) tax returns, (ii) reports to shareholders of the Fund, (iii) reports to and filings with the U.S. Securities and Exchange Commission (the “SEC”), state securities commissions and Blue Sky authorities including preliminary and definitive proxy materials and post-effective amendments to the Trust’s registration statement, and (iv) necessary materials for meetings of the Trust’s Board of Trustees. CFS shall provide personnel to serve as officers of the Trust if so elected by the Board of Trustees. Executive and administrative services include, but are not limited to, the coordination of all third parties furnishing services to the Trust, review of the books and records of the Trust maintained by such third parties, and the review and submission to the officers of the Trust for their approval, of invoices or other requests for payment of Trust expenses; and such other action with respect to the Trust as may be necessary in the opinion of CFS to perform its duties hereunder.


Detail of Administration Duties and Responsibilities

a.

General Fund Management

i.

Act as liaison among all Fund service providers

ii.

Supply:

1.

Corporate secretarial services

2.

Office facilities (which may be in CFS’s or its affiliate's own offices)

3.

Non-investment-related statistical and research data as needed

iii.

Coordinate board communication by:

1.

Establishing meeting agendas

2.

Preparing board reports based on financial and administrative data

3.

Evaluating independent auditor

4.

Securing and monitoring fidelity bond and director and officer liability coverage, and making the necessary SEC filings relating thereto

5.

Assist in preparation of minutes of meetings of the board and shareholders

6.

Recommend dividend declarations to the Board, prepare and distribute to appropriate parties notices announcing declaration of dividends and other distributions to shareholders

7.

Provide personnel to serve as officers of the Trust if so elected by the Board and attend Board meetings to present materials for Board review

iv.

Audits:

1.

Monitor appropriate schedules and assist independent auditors

2.

Provide information to SEC and facilitate audit process







3.

Provide office facilities

v.

Assist in overall operations of the Fund

vi.

Monitor arrangements under shareholder services or similar plan

vii.

Assist in the layout and printing of semi-annual and annual reports to shareholders and in the layout and printing of prospectuses.

viii.

Assist in the allocation of Trust and Fund charges and expenses

ix.

Oversight and facilitation of Trust and Fund Operating Expenses

x.

Payment of Certain Trust and Fund Operating Expenses: In paying expenses that would otherwise be obligations of the Trust, CFS is expressly acting as an agent on behalf of the Trust.

1.

Compensation and expenses of any employees of the Trust and of any other persons rendering any services to the Trust, unless the Trust otherwise agrees to pay

2.

Clerical and shareholder service staff salaries

3.

Office space and other office expenses

4.

The cost of printing or preparing any documents, statements or reports to shareholders unless otherwise noted

5.

CFS may obtain reimbursement from the Funds, at such time or times as CFS may determine in its sole discretion, for any of the expenses advanced by CFS, which the Funds or the Trust are obligated to pay, and such reimbursement shall not be considered to be part of CFS’s compensation pursuant to this Agreement.

b.

Compliance:


i.

Regulatory Compliance

1.

Monitor compliance with 1940 Act requirements, including:

a.

Asset diversification tests

b.

Total return and SEC yield calculations

c.

Maintenance of books and records under Rule 31a-3

d.

Code of Ethics for the disinterested trustees of the Fund

2.

Monitor Fund's compliance with the policies and investment limitations of the Trust as set forth in its Prospectus and Statement of Additional Information

3.

Maintain awareness of applicable regulatory and operational service issues and recommend dispositions

ii.

SEC Registration and Reporting

1.

Assist Trust counsel in updating Prospectus and Statement of Additional Information and in preparing proxy statements and Rule 24f-2 notices

2.

Assist Trusts with annual and semiannual reports, Form N-SAR filings and Rule 24f-2 notices

3.

Coordinate the printing, filing and mailing of publicly disseminated Prospectuses and reports







4.

File fidelity bond under Rule 17g-1

5.

Monitor filing of shareholder reports under Rule 30b2-1

6.

Monitor sales of each Fund's shares and ensure that such shares are properly registered with the SEC and the appropriate state authorities

7.

Assist with filing of Rule 24f-2 notices

8.

Assist filing of Forms N-1A, Rule 497 filings and proxy statements as directed

iii.

IRS Compliance

1.

Monitor Company's status as a regulated investment company under Subchapter M, including without limitation, review of the following:

a.

Asset diversification requirements

b.

Qualifying income requirements

c.

Distribution requirements

2.

Monitor required distributions (including excise tax distributions)


c.

Financial Reporting:


i.

Provide financial data required by each Fund's Prospectus and Statement of Additional Information;

ii.

Monitor financial reports for officers, shareholders, tax authorities, performance reporting companies, the board, the SEC, and independent auditors;

iii.

Supervise each Fund’s Custodian and Accountants in the maintenance of each Fund’s general ledger and in the preparation of each Fund's financial statements, including oversight of expense accruals and payments, of the determination of net asset  value of each Fund’s net assets and of each Fund’s shares, and of the declaration and payment of dividends and other distributions to shareholders;

iv.

Monitor the yield, total return and expense ratio of each class of each Fund, and each Fund's portfolio turnover rate; and

v.

Monitor the expense accruals and notify Trust management of any proposed adjustments.

vi.

Monitor monthly financial statements, which will include without limitation the following items:

1.

Schedule of Investments

2.

Statement of Assets and Liabilities

3.

Statement of Operations

4.

Statement of Changes in Net Assets

5.

Cash Statement

6.

Schedule of Capital Gains and Losses

vii.

Monitor quarterly broker security transaction summaries










d.

Tax Reporting:

i.

Monitor filings of appropriate federal and state tax returns including, without limitation, Forms 1120/8610 with any necessary schedules

ii.

Monitor state income breakdowns where relevant

iii.

Monitor Form 1099 Miscellaneous for payments to trustees and other service providers

iv.

Monitor wash losses

v.

Monitor calculations of eligible dividend income for corporate shareholders


3.

Compensation


a.

The Trust, on behalf of each Fund, agrees to pay CFS for the performance of the duties listed in this Agreement, the fees as set forth in the attached Exhibit A.


b.

These fees may be changed from time to time, subject to mutual written Agreement of the parties.


c.

The Trust agrees to pay all fees and reimbursable expenses within ten (10) business days following the receipt of the billing notice.


d.

Each Fund shall pay CFS an annual fee, listed on Schedule A, on a monthly basis.


i.

Each Fund listed on Schedule A shall pay CFS a fee as set forth on Schedule A attached hereto, as each schedule may be amended from time to time, on the first business day following the end of each month.

ii.

In the event that an Advisor or Subadvisor to a Fund agrees to assist CFS with the administrative services it provides to the Fund(s) it is advising, CFS may agree to a lower fee with respect to that Fund..

iii.

The average value of the daily net assets of the different classes of shares of each Fund shall be determined pursuant to the applicable provisions of the Amended and Restated Agreement and Declaration of Trust of the Trust or a resolution of the Board, if required.

iv.

If, pursuant to such provisions, the determination of net asset value of a Fund is suspended for any particular business day, then for the purposes of this paragraph, the value of the net assets of a Fund as last determined shall be deemed to be the value of the net assets as of the close of the business day, or as of such other time as the value of a Fund’s net assets may lawfully be determined, on that day. If the determination of the net asset value of a Fund has been suspended for a period including such month, CFS’s compensation payable at the end of such month shall be







computed on the basis of the value of the net assets of that Fund as last determined (whether during or prior to such month).



4.

Performance of Service; Limitation of Liability


a.

CFS shall exercise reasonable care in the performance of its duties under this Agreement. CFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond CFS's control, except a loss arising out of or relating to CFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if CFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless CFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which CFS may sustain or incur or which may be asserted against CFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to CFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to CFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to CFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust.

CFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by CFS as a result of CFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct.


In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, CFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond CFS's control. CFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the







expense of CFS. CFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect CFS's premises and operating capabilities at any time during regular business hours of CFS, upon reasonable notice to CFS.


b.

In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the  indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section.  The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.


c.

CFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. CFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.


5.

Proprietary and Confidential Information. CFS agrees on behalf of itself and its directors, officers, and employees to treat confidentially and as proprietary information of the Trust all records and other information relative to the Trust and prior, present, or potential shareholders of the Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Trust, which approval may not be withheld where CFS may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Trust.


6.

Term of Agreement. This Agreement shall become effective as of the date hereof and will continue in effect for a period of one year. During the initial one year term of this







Agreement, if the Trust terminates any services with CFS, the Trust agrees to compensate CFS an amount equal to the fees remaining under the initial one year Agreement.  Subsequent to the initial one year term, this Agreement may be terminated by either party upon giving ninety (60) days prior written notice to the other party or such shorter period as is mutually agreed upon by the parties. However, this Agreement may be amended by mutual written consent of the parties.


7.

Records. CFS shall keep records relating to the services to be performed hereunder, in the form and manner, and for such period as it may deem advisable and is agreeable to the Trust but not inconsistent with the rules and regulations of appropriate government authorities, in particular, Section 31 of the 1940 Act and the rules thereunder. CFS agrees that all such records prepared or maintained by CFS relating to the services to be performed by CFS hereunder are the property of the Trust and will be preserved, maintained, and made available in accordance with such section and rules of the 1940 Act and will be promptly surrendered to the Trust on and in accordance with its request.


8.

Services for Others. Nothing in this Agreement shall prevent CFS or any affiliated person of CFS from providing services for any other person, firm or corporation, including other investment companies; provided, however, that CFS expressly represents that it will undertake no activities which, in its judgment, will adversely affect the performance of its obligations to the Trust under this Agreement


9.

Governing Law. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of New York. However, nothing herein shall be construed in a manner inconsistent with the 1940 Act or any rule or regulation promulgated by the Securities and Exchange Commission thereunder.


10.

 Duties in the Event of Termination. In the event that, in connection with termination, a successor to any of CFS's duties or responsibilities hereunder is designated by the Trust by written notice to CFS, CFS will promptly, upon such termination and at the expense of the Trust, transfer to such successor all relevant books, records, correspondence, and other data established or maintained by CFS under this Agreement in a form reasonably acceptable to the Trust (if such form differs from the form in which CFS has maintained, the Trust shall pay any expenses associated with transferring the data to such form), and will cooperate in the transfer of such duties and responsibilities, including provision for assistance from CFS's personnel in the establishment of books, records, and other data by such successor.


11.

No Agency Relationship

a.

Nothing herein contained shall be deemed to authorize or empower CFS to act as agent for the Trust, or to conduct business in the name of, or for the account of the Trust.


12.

Data Necessary to Perform Services








a.

The Trust or its agent, which may be CFS, shall furnish to CFS the data necessary to perform the services described herein at times and in such form as mutually agreed upon if CFS is also acting in another capacity for the Trust, nothing herein shall be deemed to relieve CFS of any of its obligations in such capacity.


13.

Notices


a.

Notices of any kind to be given by either party to the other party shall be in writing and shall be duly given if mailed or delivered as follows:


i.

Notice to CFS shall be sent to:
Collaborative Fund Services, LLC
125 Greenwich Ave, 3rd Floor
Greenwich, CT, 06830


ii.

and notice to the Trust shall be sent to:
Collaborative Investment Series Trust

8000 Town Centre Drive, Suite 400

Broadview Heights, Ohio 43147


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by a duly authorized officer or one or more counterparts as of the day and year first written above.











Schedule A

Fund Administration Fee Schedule
Amended and Restated as of February 26, 2019


Name of Series

Date Added

Annual Fee*

Mercator International Opportunity Fund

10/19/2018

0.35%

Preferred-Plus

10/19/2018

0.25%

Dividend Performers

10/19/2018

0.25%

Tactical Conservative Allocation Fund

2/26/2019

0.35%

Tactical Moderate Allocation Fund

2/26/2019

0.35%

Tactical Growth Allocation Fund

2/26/2019

0.35%


* As a percentage of the Fund’s average daily net assets.





COLLABORATIVE INVESTMENT SERIES TRUST

OPERATING EXPENSES LIMITATION AGREEMENT

TACTICAL FUND ADVISORS, LLC


THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) by and between COLLABORATIVE INVESTMENT SERIES TRUST, a Delaware statutory trust (the “Trust”), on behalf of Tactical Conservative Allocation Fund, Tactical Moderate Allocation Fund, and Tactical Growth Allocation Fund, (each a “Fund” and collectively, the “Funds”) each a series of the Trust and the Advisor, Tactical Fund Advisors, LLC (the “Advisor”).


WITNESSETH:


WHEREAS, the Advisor renders advice and services to each Fund pursuant to the terms and provisions of an Investment Advisory Agreement between the Trust and the Advisor dated as of the February 26, 2019 (the “Investment Advisory Agreement”); and


WHEREAS, the Funds are responsible for, and has assumed the obligation for, payment of certain expenses pursuant to the Investment Advisory Agreement that have not been assumed by the Advisor; and


WHEREAS, the Advisor desires to limit each Fund’s Operating Expenses (as that term is defined in Paragraph 2 of this Agreement) pursuant to the terms and provisions of this Agreement, and the Trust (on behalf of the Fund) desires to allow the Advisor to implement those limits;


NOW THEREFORE, in consideration of the covenants and the mutual promises hereinafter set forth, the parties, intending to be legally bound hereby, mutually agree as follows:


1. Limit on Operating Expenses . The Advisor hereby agrees to limit each Fund's current Operating Expenses to an annual rate, expressed as a percentage of a share classes’ average daily net assets, to the amounts listed in Appendix A (the "Annual Limit") for the time periods indicated.  In the event that the current Operating Expenses of the Fund, on a class-specific basis, as accrued each month, exceed the respective Annual Limit, the Advisor will, as needed, waive its fees and pay to each Fund, on a monthly basis, the excess expense within 30 days of being notified that an excess expense payment is due.


2. Definition . For purposes of this Agreement, the term “Operating Expenses” with respect to each Fund, is defined to include all expenses necessary or appropriate for the operation of the Fund and including the Advisor’s investment advisory or management fee detailed in the Investment Advisory Agreement, but does not include any front-end or contingent deferred loads, taxes, leverage interest, borrowing interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, dividend expense on securities sold short, acquired (underlying) fund fees and expenses or extraordinary expenses such as litigation.





1


3. Reimbursement of Fees and Expenses . The Advisor retains its right to receive reimbursement of any excess expense payments paid by it pursuant to this Agreement for three years from the date on which the waiver or reimbursement occurs, if such reimbursement can be achieved within the lesser of the Operating Expense Limitations listed in Appendix A or the expense limits in place at the time of recoupment. The Advisor’s right to receive such reimbursement shall survive the termination of either this Agreement or the Investment Advisory Agreement.


4. Term . This Agreement shall become effective on the date specified herein and shall remain in effect until at least May 31, 2020 unless sooner terminated as provided in Paragraph 5 of this Agreement.


5. Termination . This Agreement may be terminated at any time, and without payment of any penalty, by the Board of Trustees of the Trust, on behalf of each Fund, upon sixty (60) days’ written notice to the Advisor. This Agreement may not be terminated by the Advisor without the consent of the Board of Trustees of the Trust. This Agreement will automatically terminate, with respect to each Fund listed in Appendix A if the Investment Advisory Agreement for each Fund is terminated, with such termination effective upon the effective date of the Investment Advisory Agreement’s termination for each Fund.


6. Assignment . This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.


7. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute or rule, or shall be otherwise rendered invalid, the remainder of this Agreement shall not be affected thereby.


8. Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to the conflict of laws principles thereof; provided that nothing herein shall be construed to preempt, or to be inconsistent with, any federal law, regulation or rule, including the Investment Company Act of 1940 and the Investment Advisers Act of 1940 and any rules and regulations promulgated thereunder.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and attested by their duly authorized officers, all on the day and year first above written.



COLLABORATIVE INVESTMENT

TACTICAL FUND ADVISORS, LLC

SERIES TRUST




By:

_______________

By:     _____________

Name:

Gregory Skidmore

Name:

 Drew K. Horter

Title:

President

Title:CEO



2


Appendix A


Tactical Moderate Allocation Fund :


Class

Annualized Percentage
of Average Dailey Net Assets

Minimum Duration

A

2.00%

May 31, 2020

I

1.75%

May 31, 2020



Tactical Conservative Allocation Fund :


Class

Annualized Percentage
of Average Dailey Net Assets

Minimum Duration

A

2.00%

May 31, 2020

I

1.75%

May 31, 2020


Tactical Growth Allocation Fund :


Class

Annualized Percentage
of Average Dailey Net Assets

Minimum Duration

A

2.00%

May 31, 2020

I

1.75%

May 31, 2020




A-1


[TACT485BPOSEXI201905004.GIF]



May 16, 2019

Collaborative Investment Series Trust

8000 Town Centre, Suite 400

Broadview Heights, Ohio 44147


Ladies and Gentlemen:

This letter is in response to your request for our opinion in connection with the filing of Post-Effective Amendment No. 22 to the Registration Statement, File Nos. 333-221072 and 811-23306 (the “Registration Statement”), of Collaborative Investment Series Trust (the “Trust”).

We have examined a copy of the Trust’s Agreement and Declaration of Trust, the Trust’s By-laws, the Trust’s record of the various actions by the Trustees thereof, and all such agreements, certificates of public officials, certificates of officers and representatives of the Trust and others, and such other documents, papers, statutes and authorities as we deem necessary to form the basis of the opinion hereinafter expressed.  We have assumed the genuineness of the signatures and the conformity to original documents of the copies of such documents supplied to us as copies thereof.

Based upon the foregoing, we are of the opinion that, after Post-Effective Amendment No. 22 is effective for purposes of applicable federal and state securities laws, the shares of each fund listed on the attached Exhibit A (the “Funds”), if issued in accordance with the then current Prospectus and Statement of Additional Information of the applicable Fund, will be legally issued, fully paid and non-assessable.

The opinions expressed herein are limited to matters of Delaware statutory trust law and United States Federal law as such laws exist today; we express no opinion as to the effect of any applicable law of any other jurisdiction.  We assume no obligation to update or supplement our opinion to reflect any facts or circumstances that may hereafter come to our attention, or changes in law that may hereafter occur.

We hereby give you our permission to file this opinion with the Securities and Exchange Commission as an exhibit to Post-Effective Amendment No. 22 to the Registration Statement.  This opinion may not be filed with any subsequent amendment, or incorporated by reference into a subsequent amendment, without our prior written consent.  This opinion is prepared for the Trust and its shareholders, and may not be relied upon by any other person or organization without our prior written approval.

Very truly yours,



/s/ Thompson Hine LLP

THOMPSON HINE LLP

AJD/JMS



[TACT485BPOSEXI201905005.GIF]



[TACT485BPOSEXI201905006.GIF]




EXHIBIT A


1.

Mercator International Opportunity Fund

2.

Preferred-Plus

3.

Dividend Performers

4.

Tactical Conservative Allocation Fund

5.

Tactical Growth Allocation Fund

6.

Tactical Moderate Allocation Fund





 





COLLABORATIVE INVESTMENT SERIES TRUST

CLASS A MASTER DISTRIBUTION PLAN

PURSUANT TO RULE 12 b-1

(adopted October 19 , 2018)

Amended and Restated as of February 26, 2019


WHEREAS, Collaborative Investment Series Trust, a Delaware statutory trust (the “Trust”), engages in business as an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the “1940 Act”); and


WHEREAS, the Trust issues shares of beneficial interest (the “Shares”), which may be divided into one or more series of Shares; and


WHEREAS, the Trustees of the Trust as a whole, and the Trustees who are not interested persons of the Trust (as defined in the 1940 Act) and who have no direct or indirect financial interest in the operation of this Plan or in any agreement relating hereto (the “Qualified Trustees”), having determined, in the exercise of reasonable business judgment and in light of their fiduciary duties under state law and under Section 36(a) and (b) of the 1940 Act, that there is a reasonable likelihood that this Plan will benefit each series listed on Exhibit A (each a “Fund”, collectively the “Funds”);


NOW THEREFORE, the Trust hereby adopts this Amended and Restated Plan for the Class A Shares of each Fund, in accordance with Rule 12b-1 under the 1940 Act, on the following terms and conditions:


1.

Distribution Activities .  Subject to the supervision of the Trustees of the Trust, each Fund may, directly or indirectly, engage in any activities related to the distribution of Class A Shares of the Fund, which activities may include, but are not limited to, the following:  (a) payments, including incentive compensation, to securities dealers or other financial intermediaries, financial institutions, investment advisers and others that are engaged in the sale of Class A Shares, or that may be advising shareholders of the Fund regarding the purchase, sale or retention of Class A Shares; (b) payments made to securities dealers or other financial intermediaries, financial institutions, investment advisers and others that hold Class A Shares for shareholders in omnibus accounts or as shareholders of record or provide shareholder support or administrative services to the Fund and its shareholders, or that render shareholder support services not otherwise provided by the Fund’s transfer agent, including, but not limited to, allocated overhead, office space and equipment, telephone facilities and expenses, answering routine inquiries regarding the Fund, processing shareholder transactions, and providing such other shareholder services as the Trust may reasonably request; (c)  expenses of maintaining personnel (including personnel of organizations with which the Fund has entered into agreements related to this Plan) who engage in or support distribution of Class A Shares; (d) costs of preparing, printing and distributing prospectuses and statements of additional information and reports of the Fund for recipients other than existing shareholders of the Fund; (e) costs of formulating and implementing  marketing and promotional activities, including, but not limited to, sales seminars, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising; (f) costs of preparing, printing and distributing sales literature; (g) costs of obtaining such information, analyses and reports with respect to marketing and promotional activities as the Fund may,







from time to time, deem advisable; and (h) costs of implementing and operating this Plan.  The Trust is authorized to engage in the activities listed above, and in any other activities related to the distribution of Class A Shares, either directly or through other persons with which the Trust has entered into agreements related to this Plan.


2.

Fees .


Each Fund will reimburse the Fund’s distributor (the “Distributor”) for the Distributor’s services in connection with the sales and promotion of the Fund, including its expenses in connection therewith.  The fees paid to the Distributor under this Plan will be calculated daily and paid monthly by the Fund on the first day of each month at an annual rate of up to 0.25% of the average daily net assets of the Class A Shares of the Fund.


3.

Term and Termination .


(a)

This Plan shall become effective with respect to a Fund listed on Exhibit A (which may be amended) upon:  (i) approval of the Trustees of the Trust and Qualified Trustees, cast in person at a meeting called for the purpose of voting on such approval; and (ii) the first issuance of Class A Shares of the Fund.


(b)

Unless terminated as herein provided, this Plan shall continue in effect for one year from the effective date and shall continue in effect for successive periods of one year thereafter, but only so long as each such continuance is specifically approved by votes of a majority of both:  (i) the Trustees of the Trust and; and (ii) the Qualified Trustees, cast in person at a meeting called for the purpose of voting on such approval.


(c)

This Plan may be terminated with respect to a Fund at any time by the vote of a majority of the Qualified Trustees or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Class A Shares of the Fund; and Exhibit A shall be amended accordingly.  If this Plan is terminated with respect to a Fund, the Fund will not be required to make any payments for expenses incurred after the date of termination.


4.

Amendments .  All material amendments to this Plan must be approved in the manner provided for annual renewal of this Plan in Section 3(b) hereof.  In addition, this Plan may not be amended to increase materially the amount of expenditures provided for in Section 2 hereof unless such amendment is approved by a vote of the majority of the outstanding voting securities (as defined in the 1940 Act) of the Class A Shares of the Fund to which the increase applies.


5.

Selection and Nomination of Trustees .  While this Plan is in effect, the selection and nomination of Trustees who are not interested persons (as defined in the 1940 Act) of the

Trust shall be committed to the discretion of the Trustees who are not interested persons of

    the Trust.


6.

Quarterly Reports .  The Treasurer of the Trust shall provide to the Trustees and the Trustees shall review, at least quarterly, a written report of the amounts expended pursuant to this Plan and any related agreement and the purposes for which such expenditures were made.



 







7.

Recordkeeping .  The Trust shall preserve copies of this Plan and any related agreement and all reports made pursuant to Section 6 hereof, for a period of not less than six years from the date of this Plan, the agreements or such reports, as the case may be, the first two years in an easily accessible place.


8.

Limitation of Liability .  A copy of the Agreement and Declaration of Trust of the Trust is on file with the Secretary of the State of Delaware and notice is hereby given that this Plan is executed on behalf of the Trustees of the Trust as trustees and not individually and that the obligations of this Plan are not binding upon the Trustees, the shareholders of the Trust individually or, with respect to each Fund, the assets or property of any other series of the Trust, but are binding only upon the assets and property of each Fund, respectively.








 






Exhibit A


COLLABORATIVE INVESTMENT SERIES TRUST

CLASS A MASTER DISTRIBUTION PLAN

Amended and Restated as of February 26, 2019


The Class A Master Distribution Plan has been adopted with respect to the following Funds:



PREFERRED-PLUS

DIVIDEND PERFORMERS

TACTICAL CONSERVATIVE ALLOCATION FUND

TACTICAL MODERATE ALLOCATION FUND

TACTICAL GROWTH ALLOCATION FUND










COLLABORATIVE INVESTMENT SERIES TRUST

MULTIPLE CLASS PLAN

PURSUANT TO RULE 18f-3

AMENDED AND RESTATED AS OF FEBRUARY 26, 2019


This Amended and Restated Multiple Class Plan (the "Plan") is adopted in accordance with Rule 18f-3 (the "Rule") under the Investment Company Act of 1940, as amended (the "1940 Act")  by the Collaborative Investment Series Trust (the "Trust") on behalf of each series of the Trust listed on Exhibit A, (collectively, the "Funds" and individually a "Fund"). A majority of the Trustees, including a majority of the Trustees who are not "interested persons" of the Trust as defined in the 1940 Act, having determined that the Plan is in the best interests of the each class of each Fund individually and the Trust as a whole, have approved the Plan on the date set forth below.


The provisions of the Plan are:


1.

General Description Of Classes.  Each class of shares of the Funds shall represent interests in the same portfolio of investments of the Funds and shall be identical in all respects, except that each class shall differ with respect to: (i) Rule 12b-1 Plans adopted with respect to the class; (ii) distribution and related services and expenses as provided for in the Plans; (iii) such differences relating to sales loads, purchase minimums, eligible investors and exchange privileges as may be set forth in the prospectus and statement of additional information of each Fund, as the same may be amended or supplemented from time to time; and (iv) the designation of each class of shares.  There currently are two classes designated:  Class A and Class I shares.


a.

Class A Shares are subject to a maximum 0.25% annual distribution fee.  


b.

The Class I shares have no annual distribution fee.



2.

Expense Allocations To Each Class.


a.

In addition to the distribution fees described above, certain expenses may be attributable to a particular class of shares of the Funds ("Class Expenses").  Class Expenses are charged directly to net assets of the class of the Funds to which the expense is attributed and are borne on a pro rata basis by the outstanding shares of that class.  Class Expenses may include;


(i)

expenses incurred in connection with a meeting of shareholders;

(ii)

litigation expenses;

(iii)

printing and postage expenses of shareholders reports, prospectuses and proxies to current shareholders of a specific class;

(iv)

expenses of administrative personnel and services required to support the shareholders of a specific class;

(v)

transfer agent fees and shareholder servicing expenses; and

(vi)

such other expenses incurred by or attributable to a specific class.








b.

All other expenses of the Funds are allocated to each class on the basis of the net asset value of that class in relation to the net asset value of the Funds.  Notwithstanding the foregoing, the distributor or adviser of the Funds may waive or reimburse the expenses of a specific class or classes to the extent permitted under the Rule.


3.

Class Designation.  Subject to the approval by the Trustees of the Trust, the Funds may alter the nomenclature for the designations of one or more of its classes of shares.


4.

Additional Information.  This plan is qualified by and subject to the terms of the then current Prospectus for the applicable class of shares of the Funds; provided, however, that none of the terms set forth in any such Prospectus shall be inconsistent with the terms of this Plan.  The Prospectus contains additional information about each class and the Funds' multiple class structure.


5.

Effective Date.  This Amended and Restated Multiple Class Plan is effective on February 26, 2019, provided that this Plan shall not become effective with respect to the Funds or a class unless first approved by a majority of the Trustees, including a majority of the Trustees who are not interested persons of the Trust (as defined in the 1940 Act).  This Plan may be terminated or amended at any time with respect to the Funds or a class thereof by a majority of the Trustees, including a majority of the Trustees who are not interested persons of the Trust (as defined in the 1940 Act).


























2






Exhibit A



 

1.

Preferred-Plus Fund

2.

Dividend Performers

3.

Tactical Growth Allocation Fund

4.

Tactical Moderate Allocation Fund

5.

Tactical Conservative Allocation Fund



3




Anchor Capital Management Group, Inc.

CODE OF ETHICS

1.2018

Anchor Capital Management Group, Inc., (“Anchor”) has established this Code of Ethics (the “Code”) as required by Rule 204A-1 of the Investment Advisers Act of 1940 (the “Advisers Act”) and Rule 17j-1 of the Investment Company Act of 1940 (the “Investment Company Act”). All Anchor employees must review this Code, as well as Anchor’s internal policies and procedures. To the extent that any term within Anchor’s Compliance Manual, or any other Anchor policy, is inconsistent with any term contained within this Code, the Code shall control. Any violation of this Code or any other Anchor policy or procedure shall be subject to Anchor’s disciplinary procedures, which may include termination of employment.

A.

Statement of Policy

Anchor and all its employees shall act in a fair, lawful and ethical manner, in accordance with the rules and regulations imposed by the United States Securities and Exchange Commission. We have a fiduciary responsibility to treat our clients and fund shareholders fairly and to avoid actual or apparent conflicts of interest. We have an affirmative duty of utmost good faith to act solely in the best interest of our clients and fund shareholders, and to make full and fair disclosure of all material facts, particularly where the interests of our clients and fund shareholders may be in conflict with our own. There will be times when this obligation conflicts with our personal interest but we must recognize that the interests of our investors always come first.

Every employee is a personal representative of Anchor. Employees should remain cognizant of the high value that Anchor has placed and continues to place on employees’ adherence to ethical conduct at all times. Accordingly, all employees are urged to comply not only with the letter of this Code of Ethics but also with Anchor’s ideals. Employees’ thorough knowledge and understanding of Anchor’s compliance policies and procedures will strengthen our credibility with investors and assist us in developing a "culture of compliance" that is crucial to discharging our fiduciary responsibility.

B.

Whistleblower

If you become aware of any activities that you believe may be in violation of the law or Anchor’s code of ethics, compliance policies and procedures, other company policy, code exceptions or any violations, it is your responsibility to report this information to the Chief Compliance Officer (“CCO”). Requests for anonymity will be honored to the maximum extent possible.

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C.

Scope of the Code

The terms of this Code apply to all of Anchor’s employees and set forth the standard of conduct by which all individuals should carry out their respective obligations. Specifically, this document represents Anchor’s fundamental standard of conduct and addresses issues pertaining to

·

Privacy of Client Non-Public Personal Information:

·

Gifts and Entertainment

·

Insider Trading; and

·

Personal Securities Transactions.

As discussed in section G below, there are rules that require Anchor s employees to report most securities transactions for accounts in which they have any direct or indirect beneficial interest. Certain types of securities do not need to be reported (e.g. bankers’ acceptances, bank certificates of deposit, commercial paper, shares of unaffiliated registered open-end investment companies, etc.). The Definitions section below lists the types of securities that are “reportable securities.”

D.

Standards of Business Conduct

Anchor employees shall act in accordance with the requirements of the Investment Advisors Act of 1940 and the Investment Company Act, which set forth numerous rules for investment advisers such as Anchor. It is against Anchor’s policy for any Anchor employee to use the mails or any means or instrumentality of interstate commerce:

(i)

To employ any device, scheme, or artifice to defraud a client or prospective client;

(ii)

To engage in any transaction, practice, or course of business which defrauds or deceives a client or prospective client;

(iii)

To knowingly sell any security to or purchase any security from a client when acting as principal for his or her own account, or knowingly to affect a purchase or sale of a security for a client’s account when also acting as broker for the person on the other side of the transaction, without disclosing to the client in writing before the completion of the transaction the capacity in which the adviser is acting and obtaining the client’s consent to the transaction; and

(iv)

To engage in fraudulent, deceptive or manipulative practices.

In addition, employees are required to comply with those federal securities laws that apply to Anchor’s business. For purposes of this paragraph, “federal securities laws” means the Securities Act of 1933 (15 U.S.C. 77a-aa), the Securities Exchange Act of 1934 (15 U.S.C. 78a — mm), the Sarbanes-Oxley Act of 2002 (Pub. L. 107-204, 116 Stat. 745 (2002)), the Investment Company Act of 1940 (15 U.S.C. 80a), the Investment Advisers Act of 1940 (15 U.S.C. 80b), Title V of the Gramm-Leach-Bliley Act (Pub. L. No. 106-102, 113 Stat. 1338 (1999)), any rules adopted by the Commission under any of these statutes, the Bank Secrecy Act (31 U.S.C. 5311 — 5314; 5316 — 5332) as it

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applies to funds and investment advisers, and any rules adopted thereunder by the SEC or the Department of the Treasury.

E.

Privacy  

Anchor’s standard of business conduct relative to client nonpublic personal information is consistent with the terms of Regulation S-P. Anchor has established a Privacy Program that includes the delivery of a Privacy Notice to all prospective and current clients that details the framework within which client and fund shareholder information is secured, as well as an internal Privacy Policy to be reviewed and signed by all Anchor employees.

F.

Gifts and Entertainment

No employee should seek from a mutual fund distributor, broker-dealer, securities salesperson, client custodian, supplier, client or other person or organization with whom Anchor has a business relationship any gift, favor, gratuity, or preferential treatment that is or may appear to relate to any present or future business dealings between Anchor and that person or organization or which may create or appear to create a conflict of interest. This policy covers, among other things, offers of opportunities to invest in initial public offerings (“IPOs”) and private placements of securities that may create or appear to create a conflict of interest between the interests of Anchor and those of its Employees.

No gifts may be accepted, other than those offered as a courtesy. All gifts, favors, or gratuities from persons described above and having a fair market value more than $150.00 should be reported and described on the Quarterly Securities Transaction Report (“Quarterly Report”) and will be reviewed by Anchor’s CCO. After such review, a determination will be made whether such gifts, favors or gratuities should be returned.

In addition, discretion should be used in accepting invitations for dinners, evening entertainment, sporting events or theater from such persons. While in certain circumstances it may be appropriate to accept such invitations, all invitations from persons described above and having a value in excess of $500 per person should also be reported to Anchor’s Compliance Officer on the Quarterly Report. In addition, any invitations from any person or organization involving free travel for more than one day must receive prior approval from Anchor’s Compliance Officer. No gifts may be given, which has a fair market value in excess of $150.00. If a gift is proposed to be given and having a value in excess of $150.00, the CCO must review and give written approval. No employee should offer any gifts, favors or gratuities that could be viewed as creating a conflict of interest on the part of their recipient.

G.

Insider Trading

The securities laws prohibit trading by a person while in the possession of material nonpublic information about a company or about the market for that company’s securities. The securities laws also prohibit a person who is in possession of material nonpublic information from communicating any such information to others.

Insider trading violations are likely to result in harsh consequences for the individuals involved, including exposure to investigations by the SEC, criminal and civil prosecution, disgorgement of any profits realized or losses avoided through use of the nonpublic information, civil penalties of up to $1 million or three times such profits or losses, whichever is greater,

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exposure to additional liability in private actions, and incarceration.

Section 204A of the Investment Advisers Act requires that investment advisers maintain and enforce written policies reasonably designed to prevent the misuse of material nonpublic information by the investment adviser or any person associated with the investment adviser.

Material ” information is any information about a company, or the market for its securities, that, if disclosed, is likely to affect the market price of the company’s securities or to be considered important by the reasonable investor in deciding whether to purchase or sell those securities. Examples of information about a company which should be presumed to be “material” include, but are not limited to:

(a)

dividend increases or decreases,

(b)

earnings estimates,

(c)

changes in previously released earnings estimates,

(d)

significant new products or discoveries,

(e)

developments regarding major litigation by or against the company,

(f)

liquidity or solvency problems,

(g)

significant merger or acquisition proposals, or

(h)

similar major events which would be viewed as having materially altered the information available to the public regarding the company or the market for any of its securities.

The foregoing is not intended to be an exhaustive list.

“Nonpublic” information is information that has not been publicly disclosed. Information about a company is considered to be nonpublic information if it is received under circumstances which indicate that it is not yet in general circulation.

No Anchor employee who is in possession of material nonpublic information about a company, or about the market for that company’s securities, is permitted to purchase or sell those securities until the information becomes public and the market has had time to react to it. Should you have any doubt regarding the propriety of a proposed securities transaction, you should seek advice from the Chief Compliance Officer.

In addition, no Anchor employee may disclose material nonpublic information about a company or about the market for that company’s securities:

(a)

to any person except to the extent necessary to carry out the Anchor’s legitimate business obligations, or

(b)

in circumstances in which the information is likely to be used for unlawful trading.

While compliance with the law and with Anchor’s policies and procedures described above is each individual’s responsibility, interpretive questions may arise, such as whether certain

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information is material or nonpublic, or whether trading restrictions should be applicable in a given situation. Violations of Anchor’s insider trading policies and procedures will be regarded with the utmost seriousness and will constitute grounds for immediate dismissal. Any questions should immediately be addressed with the Chief Compliance Officer.

H.

Personal Securities Transactions

Anchor’s Access Persons (as defined below) may not acquire a beneficial ownership interest ( see definition section below) in any security in an initial public offering (as defined in Rule 204A-1(e)(6)) or in a limited offering (as defined in Rule 204A-1(e)(7)) unless expressly approved in advance by the Chief Compliance Officer. This prohibition also applies to members of the Access Persons’ immediate family (spouse, minor children, and adults living in the same household) and trusts for which the employee serves as a trustee or in which the employee has a beneficial interest (collectively “Covered Persons”). Anchor shall maintain a record of any decision, and the reasons supporting the decision, approving the acquisition of such securities by Access Persons for at least five years after the end of the fiscal year in which the approval is granted.

Initial and Annual Holding Reports on Current Securities Holdings of Access Persons

All Access Persons ( see definition section below) must submit to Anchor reports of their personal securities transactions and securities holdings periodically as described below. These reports allow Anchor to review employee trading and to detect prohibited practices such as “scalping” (a practice whereby the owner of a security recommends that security for investment and then immediately sells it at a profit upon the rise in the market price which follows the recommendation). In addition, reviewing personal securities transaction reports can help detect insider trading, “front-running” (i.e., personal trades executed prior to those of our clients) and other potentially abusive practices.

All Anchor Access Persons must provide the Chief Compliance Officer or his designee with a written report of their current securities holdings within 10 days after the person becomes an Access Person. The information in the Initial Holdings Report must be current—not more than 45 days old at the time the person becomes an Access Person.

Additionally, all Access Persons must provide the CCO or his designee with a written report of their current securities holdings at least once each quarter, thereafter on a date Anchor selects. The information in the Annual Holdings Report must not be more than 45 days old at the time the report is submitted.

Each securities holdings report must provide, at a minimum, the following information:

(i)

the title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each reportable security (as defined below) in which the Access Person has any direct or indirect beneficial ownership (as defined below);

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(ii)

the name of any broker, dealer or bank with which the Access Person maintains an account in which any securities are held for the Access Person’s direct or indirect benefit; and

(iii)

the date the Access Person submits the report.

Brokerage Statements in Lieu of Initial or Annual Holdings Reports. Effective 2017 all Access Persons  will only maintain brokerage accounts with TD Ameritrade and/or designated custodian of Anchor  Capital.

Access Persons can satisfy the initial or annual holdings report requirements by filing and dating a copy of a securities account statement listing all their securities holdings, if the statement provides all information required.

Access Persons can satisfy the annual holdings report requirement by timely confirming, in writing, the accuracy and completeness of securities account statements previously provided to the CCO, if such statements included all the required information.

Account Reporting

Every Employee must immediately notify the CCO in writing of any account in which they have or will have a beneficial ownership interest or for which they exercise influence or control over investment decisions. Such notification must identify the brokerage firm at which the account is maintained, the account executive, the title of the account, the account number, and the names and addresses of all individuals with a beneficial interest in the account. This requirement also includes all such accounts of Anchor’s clients in which the Employee has or will have a beneficial interest.

Transaction Reports

All Access Persons must provide the CCO or his designee, no later than 30 days after the end of each calendar quarter, with a written record of:

·

All their personal securities transactions (other than those pursuant to an automatic investment plan as defined in Rule 204A-1(e)(2)) during the quarter;

·

All securities transactions in any account in which the Access Person has any direct or indirect beneficial ownership interest (as defined below), unless the Access Person has no direct or indirect influence or control over investment decisions for the account; and

·

All securities transactions in any accounts of non-clients that the Access Person manages (for example, as trustee) or to whom the Access Person gives investment or voting advice.

The report must provide, at a minimum, the following information about each transaction (other than pursuant to an “automatic investment plan” as defined in Rule 204A-

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1(e)(2)) involving a reportable security ( see definition section below) in which the Access Person had, or as a result of the transaction acquired, any direct or indirect “beneficial ownership” ( see definition section below):

(i)

The date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each reportable security involved;

(ii)

The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

(iii)

The price of the security at which the transaction was effected;

(iv)

The name of the broker, dealer or bank with or through which the transaction was effected; and

(v)

The date the Access Person submits the report.

The personal securities transaction reporting requirement may be satisfied by providing duplicate broker trade confirmations or account statements of all such transactions to Anchor no later than thirty days after the end of each calendar quarter.

Exceptions  

The above holdings and transactions reporting requirements do not apply to transactions effected in any account over which a particular Access Person has no direct or indirect influence or control. In addition, the holdings and transactions reporting requirements do not apply to securities that are excluded from the definition of reportable security ( see definition section below).

Retention of Certain Records

A record of each securities holdings report and transaction report, including any duplicate broker trade confirmation or account statements provided by an Access Persons (or their broker/dealer or custodian) in lieu of a securities transactions report, shall be maintained by Anchor for the time period required by the Investment Advisers Act. In addition, a record of the names of persons who are currently, or within the past five years were, Access Persons of Anchor shall be maintained.

I.

Definitions  

“Access Persons” means any of Anchor’s supervised persons (as defined below) who: (A) have access to nonpublic information regarding any of Anchor’s purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any reportable fund (as defined under Rule 204A-1(e)(9)), or (B) is involved in making securities recommendations to Anchor’s clients, or who has access to such recommendations that are nonpublic.

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“Beneficial ownership” means an Access Person having or sharing a direct or indirect pecuniary interest (i.e., the opportunity, directly or indirectly, to profit or share in any profit) in the reportable securities (or initial public offering or limited offering, as the case may be), directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise.

“Reportable security” means any security defined in Section 202(a) (18) of the Investment Advisers Act (generally, all securities of every kind and nature), except that it does not include:

(i)

Direct obligations of the Government of the United States;

(ii)

Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;

(iii)

Shares issued by money market funds;

(iv)

Shares issued by open-end funds other than reportable funds (other than exchange-traded funds or mutual funds advised or sub-advised by Anchor) (as defined in Rule 204A-1(e)(9)); and

(v)

Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are reportable funds (as defined in Rule 204A-1(e)(9)). This exception is aimed at variable insurance contracts that are funded by insurance company separate accounts organized as unit investment trusts. (Note: although not specifically excluded from the definition of reportable security, it is presumed the variable insurance products are included within this exception).

“Supervised person” means any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee, or other person who provides investment advice on behalf of Anchor and is subject to its supervision and control.

J.

Administration and Enforcement of Code :

The CCO is responsible for administering and enforcing this Code, a necessary part of which is supervising employees through the implementation process. Should any employee have any questions regarding the applicability of this Code, (s)he should address those questions with the CCO. Pursuant to Section 203(e)(6) of the Investment Advisers Act, Anchor and its CCO shall not be deemed to have failed to supervise any person if –

·

There have been established procedures, and a system for applying such procedures, which would reasonably be expected to prevent and detect, insofar as practicable, any such violation by such other person, and

·

The CCO has reasonably discharged the duties and obligations incumbent upon that position by reason of such procedures and system without

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reasonable cause to believe that such procedures and system were not being complied with.

While compliance with the law and with Anchor’s policies and procedures described above is each individual’s responsibility, interpretive questions may arise, such as whether certain information is material or nonpublic, or whether trading restrictions should be applicable in a given situation. Any questions should immediately be addressed with the CCO who has been designated by Anchor to respond to such questions. All violations of this Code should be reported to the CCO immediately upon discovery.

K.

Recordkeeping  

In addition to the above, Anchor must retain copies of the current Code of Ethics as well as any Code that was in effect at any time in the past five years. Additionally, a copy of the executed Annual Acknowledgment of the Policies and Procedures of each person who is currently, or within the past five years was, a supervised person must be retained. Furthermore, Anchor is required to maintain a record of any violation of the Code of Ethics (but this does not include any initial reports by employees that informed Anchor of a violation of its policies, procedures or Code of Ethics), and of any action taken as a result of the violation.

In addition, Anchor shall maintain the following books and records:

·

Ongoing list of employees that have personal security activity;

·

Acknowledgement Form memorializing receipt of this Code of Ethics;

·

Record of any Chief Compliance Officer decision to approve an Access Persons personal security transaction and the underlying rationale supporting that decision.

·

Records of Code of Ethics violations and any resulting remedial action, not including any whistleblower reports made by employees.

For Anchor Capital Management Group, Inc. Internal Use

9








Tuttle Tactical Management, LLC CODE OF ETHICS

Jan. 1, 2018

Tuttle Tactical Management, LLC

155 Lockwood Rd

Riverside, CT 06878

(t) (888) 723-2821

(f) (888) 723-2821

Tuttle Tactical Management, LLC

Code of Ethics

Effective Date: January 1, 2018







PREAMBLE

This Code of Ethics (the “Code”) is an expression of Tuttle Tactical Management, LLC’s (this “Company”) recognition of its fiduciary obligations to its clients and its duty to comply with all federal and state securities laws. It is the Company’s intent to use the Code to set out ideals for the ethical conduct of the Company and its employees in the performance of their investment advisory services. These ideals are premised on the fundamental principles of openness, integrity, honesty, fairness and trust. These ideals are both an indication of the value the Company places on the ethical conduct of its employees and a challenge to its employees to live up to the high standards demanded by the investment advisory profession.

The Company strives to maintain the highest standards of ethics and conduct in all of its business relationships. The Company’s business philosophy is that its clients deserve undivided loyalty and effort and that their interests always come first. The Code memorializes this philosophy through written standards of business conduct that deter wrongdoing and promote, among other things:

·

Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships ;;

·

Compliance with all applicable securities laws, rules and regulations ;;

·

The protection of material nonpublic information about the Company s securities recommendations and its clients securities holdings and transactions ;;

·

Full, fair, accurate and timely disclosure by Supervised Persons of all personal securities transactions and holdings ;;

·

Pre -­-­ clearance by Supervised Persons before they directly or indirectly acquire beneficial ownership in any security in an initial public offering or a private placement ;;

·

The prompt internal reporting of violations of the Code ;; and

·

Accountability for adherence to the Code.

Only by conducting business in accordance with the highest ethical, legal and moral standards can this Company achieve its goals. Since corporate behavior begins with the individual behavior of its personnel, the Company has adopted the Code so that its Supervised Persons may know the individual ethical, legal and moral standards expected of them. All activities of the Company’s Supervised Persons should be guided by and adhere to these standards.

It is a condition of employment with the Company that a Supervised Person receives a copy of the Code and any amendments to the Code. ( Exhibit A: Code Acknowledgement ) The Company urges each Supervised Person, no matter how long or short a time he or she may have been affiliated with the Company, to study this Code and to review it periodically. Abiding by its letter and its spirit is important to each Supervised Person’s personal success and to the collective success of the Company.

2.1 DEFINITIONS

For purposes of the Code, the following terms have the meanings specified in this section:

·

Access Persons means (a) any director or officer of the Company or (b) any Supervised Person of the Company (i) who has access to nonpublic information regarding any client s purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any reportable fund or (ii) who is involved in making securities recommendations to clients, or who has access to such recommendations that are nonpublic ( Exhibit B: Supervised and Access Persons ).

.







·

Advisers Act means the Investment Advisers Act of 1940, as amended.

·

Automatic Investment Plan means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. Automatic Investment Plan shall include a dividend reinvestment plan.

·

Compliance Manual means the compilation of compliance policies and procedures developed by the Company in accordance with federal and state securities laws and regulations.

·

Covered Security means any stock, bond, future, investment contract or any other instrument that is considered a security under §202(a)(18) of the Advisers Act. Covered Security does not include: (i) direct obligations of the Government of the United States ;; (ii) banker’s acceptances, bank certificates of deposit, commercial paper and high -­-­ quality short -­-­ term debt instruments, including repurchase agreements ;; (iii) shares of money market funds ;; (iv) shares of mutual funds (unless the Company acts as an investment adviser or principal underwriter for the fund) ;; (v) units of a unit investment trust if the unit investment trust is invested exclusively in unaffiliated mutual funds ;; or (vi) a de minimis amount of shares (i.e. less than 1000) of companies with a market capitalization of over $10 billion.

·

Nonpublic Personal Financial Information means (i) information supplied by a client ;; (ii) information resulting from a transaction with a client involving a financial product or service ;; (iii) information otherwise obtained in connection with the Company providing a product or service to a client. Nonpublic Information includes the fact that the entity or individual is a client of the Company, but does not include information that the Company has a reasonable basis to believe is lawfully made “publicly available.”

·

Supervised Persons means (i) any of the Company s officers, directors, managers (or other persons occupying a similar status or performing similar functions) ;; (ii) employees or members of their immediate family (including any relative by blood or marriage living in the Supervised Person’s household), (iii) any other persons who provide advice on behalf of the Company and are subject to the Company’s supervision and control ;; and (iv) any temporary workers, consultants and independent contractors of the Company. ( Exhibit B: Supervised and Access Persons )

3.1

CORE PRINCIPLES

3.2 Compliance with Laws, Rules and Regulations

As an investment adviser registered with the U.S. Securities and Exchange Commission, the Company and its Supervised Persons are subject to (a) regulation by federal and state securities authorities and (b) federal and state securities laws. The Company expects its Supervised Persons to comply with both the spirit and letter of all federal and state securities laws, rules and regulations applicable to the Company’s investment advisory operations and business. Supervised Persons should seek guidance whenever they are in doubt as to the applicability of any law, rule or regulation regarding any contemplated course of action.

3.3 Integrity, Objectivity and Competence

A Supervised Person shall offer and provide investment advisory services with integrity, objectivity and competence. Integrity requires a Supervised Person to be, among other things, honest and candid within the constraints of client confidentiality. Integrity requires that a Supervised Person’s advisory services must not be subordinated to personal gain and advantage. Objectivity requires intellectual honesty and impartiality. The principle of objectivity imposes an obligation on the Supervised Person to be free of conflicts of interest. Competence requires an







adequate level of knowledge and skill and the ability to apply that knowledge and skill effectively when providing investment advisory services to clients. Competence also requires a commitment to learning and professional improvement that must continue throughout a Supervised Person’s professional life.

3.4 Conflicts of Interest

Each Supervised Person should be scrupulous in avoiding any conflict of interest with regard to the Company’s or a client’s interests. A “conflict of interest” occurs when a Supervised Person’s private interest interferes with the interests of the Company or a client. A conflict situation can arise when a Supervised Person pursues interests that prevent the Supervised Person from performing his or her duties objectively or effectively. Any conflict of interest that arises in a specific situation or transaction must be disclosed by the Supervised Person and resolved before taking any action.

Conflicts of interest may also arise where the Company or its Supervised Persons have reason to favor the interests of one client over another client (e.g., larger accounts over smaller accounts, accounts compensated by performance fees over accounts not so compensated, accounts in which Supervised Persons have made material personal investments, accounts of close friends or relatives of Supervised Persons). Supervised Persons are specifically prohibited from inappropriate favoritism of one client over another client that would constitute a breach of fiduciary duty.

Accordingly, Supervised Persons are reminded to strictly adhere to the policies and procedures as set forth in the Compliance Manual regarding brokerage, including, allocation, best execution, soft dollars, and directed brokerage.

3.5 Confidentiality

Supervised Persons must exercise care in maintaining the confidentiality of (a) any client’s (or former client’s) Nonpublic Personal Financial Information, (b) any material nonpublic information about the Company’s securities recommendations and (c) any material nonpublic information about clients’ (or former clients’) securities holdings and transactions. Supervised Persons shall not disclose any information about a client (or former client) including the client’s identity, the client’s financial circumstances, the client’s security holdings, the securities investments made by the Company on behalf of the client, information about the client’s contemplated securities transactions or advice furnished to the client by the Company without the specific consent of the client (or former client) unless in response to proper legal process.

All Supervised Persons are required to comply with the Company’s Privacy Policy and Information Security Policy as set forth in the Compliance Manual. Supervised Persons should consult with the Chief Compliance Officer if they believe they have a legal obligation to disclose confidential information. The obligation to preserve the confidentiality of this information shall continue after the Supervised Person’s association with the Company ends.

3.6 Fair Dealing and Disclosure

Supervised Persons shall perform investment advisory services in a manner that is fair and reasonable. Supervised Persons shall endeavor to at all times deal fairly with the Company’s clients and shall not seek unfair advantage through improper concealment, abuse of improperly acquired confidential information, or misrepresentation of material facts. Supervised Person shall make a full and fair disclosure of all material facts to the Company’s clients and such disclosure shall be accurate, timely and understandable. Supervised Persons shall always offer investment opportunities to the Company’s clients before they act on such opportunities themselves. Supervised Persons shall not use knowledge about pending or currently considered securities transactions for clients to profit personally, directly or indirectly, as a result of such transactions.







4.1 PERSONAL SECURITIES TRANSACTIONS
4.2 General Standards

All personal securities transactions shall be conducted in such a manner as to be consistent with this Code and to avoid any actual or potential conflict of interest or any abuse of an Access Person’s position of trust and responsibility.

4.3 Prohibited Purchases and Sales

All personal securities transactions of an Access Person shall be subject to the following prohibitions, procedures and approvals:

(a)

The Chief Compliance Officer will maintain a Restricted Security list of ETFs the Company is active in. Access Persons must obtain pre -­-­ approval from the Chief Compliance Officer in the manner set forth in Section 4.3 prior to placing a personal securities transaction for a Restricted Security. The Chief Compliance Officer shall maintain records of decisions approving or disapproving an Access Person’s personal securities transactions.

(b)

No Access Person may purchase, directly or indirectly, any Covered Security in which he or she has or because of such transaction acquires, any direct or indirect beneficial ownership and which to his actual knowledge at the time of such purchase or sale, is the subject of an initial public offering.

(c)

No Access Person may purchase, directly or indirectly, any Covered Security in which he or she has or because of such transaction acquires, any direct or indirect beneficial ownership, if such transaction is not in the open market, or if such transaction is made pursuant to any exemption from the registration provisions of the federal securities laws unless such transaction has been approved in advance by the Chief Compliance Officer.

4.4 Approval Procedures

To obtain pre -­-­ approval for the purchase or sale of any Restricted Security, the Access Person must submit a Trade Approval Form ( Exhibit C: Restricted Security Trade Approval Form ) to the Chief Compliance Officer. Once approved, the Access Person shall have five (5) business days to make the transaction. If such transaction is not made within the five (5) business day period, the Associated Person must resubmit the Trade Approval Form to the Chief Compliance Officer for his or her approval.

5.1 REPORTING REQUIREMENTS

5.2 Reporting of Personal Securities Holdings

All Access Persons must submit a personal securities holdings report (the “Holdings Report”) ( Exhibit D: Example Holdings Report ). The Holdings Report must be submitted (a) no later than ten (10) days after an individual becomes an Access Person and (b) at least once each twelve -­-­ month period thereafter. The information contained in the Holdings Report must be current as of a date not more than (i) forty -­-­ five (45) days prior to the date the individual becomes an Access Person or (ii) forty -­-­ five (45) days prior to the date the Access Person submits the twelve -­-­ month report. An Access Person may provide the Company with duplicate account statements in lieu of the Holdings Report or may provide for direct downloading of accounts to OrionAdvisor services.

5.3 Reporting of Personal Securities Transactions

All Access Persons must submit personal securities transaction reports (the “Transactions Report”) ( Exhibit E: Example Transactions Report ). The Transactions Report must be submitted







no later than thirty (30) days after the end of each year. The information contained in the Transactions Report must cover all transactions made by the Access Person during that year. An Associated Person may provide the Company with duplicate trade confirmations in lieu of the Transactions Report or provide for direct access to trade information through OrionAdvisor Services.

5.4 Review of Reports

The Chief Compliance Officer shall review all Holdings Reports and Transactions Reports to:

(a)

Assess whether the Access Person followed required procedures ;;

(b)

Assess whether the Access Person is trading for his or her own account in the same securities he or she is trading for clients, and, if so, whether the clients are receiving terms as favorable as the Access Person takes for him or herself ;;

(c)

Periodically analyze the Access Person’s trading for patterns that may indicate abuse (such as market timing) ;;

(d)

Investigate any substantial disparities between the quality of performance the Access Person achieves for his or her own account and the quality of performance the Access Person achieves for his or her clients’ accounts ;; and

(e)

Investigate any substantial disparities between the percentage of trades that are profitable when the Access Person trades for his or her own account and the percentage of trades that are profitable when the Access Person trades for his or her clients’ accounts.

5.5 Exceptions from Reporting Requirements
An Access Person is not required to submit a:

(a)

Holdings Report with respect to securities held in accounts over which the Access Person does not have any direct or indirect control ;;

(b)

Transactions Report with respect to transactions effected pursuant to an Automatic Investment Plan ;;

(c)

Transactions Report if the report would duplicate information contained in broker trade confirmations or account statements that the Company holds in its records, provided that the Company receives such confirmations or statements no later than thirty (30) days after the end of the applicable calendar quarter ;; or

(d)

Transactions Report or a Holdings Report with respect to transactions or holdings involving a security that is not a Covered Security.

6.1 PROHIBITED ACTIVITIES
6.2 Gifts and Gratuities

A conflict of interest occurs when the personal interests of employees interfere or could potentially interfere with their responsibilities to the Company and its clients. The overriding principle is that Access Person should not accept inappropriate gifts, favors, entertainment, special accommodations, or other thanks of material value that could influence their decision -­-­ making or make them feel beholden to a person or company.

Accordingly, no Access Person may:

·

Receive, solicit or accept any gift, service or other thing of more than de minimis value from any person or entity that transacts business with or on behalf of the Company ;;







·

Give or offer to give any gift of more than de minimis value to existing clients, prospective clients, or any entity that transacts business with or on behalf of the Company without pre -­-­ approval by the Chief Compliance Officer ;;

·

Give or accept cash gifts or cash equivalents to or from a client, prospective client, or any entity that transacts business with or on behalf of the Company ;;

·

Provide or accept extravagant or excessive entertainment to or from a client, prospective client, or any person or entity that does or seeks to do business with or on behalf of the Company. Access Person may provide or accept a business entertainment event, such as dinner or a sporting event, of reasonable value, if the person or entity providing the entertainment is present ;; or

·

Use his or her position with the Company to obtain anything of value from a client, supplier, person to whom the employee refers business, or any other entity with which the Company does business.

All Access Person are required to complete a Gift Report ( Exhibit F: Gift Report Form ) when accepting or providing a gift.

6.3 Directorships

Because of the high potential for conflicts of interest and insider trading problems, no Access Person may serve as director of any publicly traded company without first obtaining the approval of Chief Compliance Officer. Any such approval shall be based on a determination by the Chief Compliance Officer that such board service will be consistent with the interests of the clients of the Company and that such Access Person will be isolated from those making investment decisions with respect to such company by appropriate procedures.

6.4 Brokerage Accounts

Access Person may not open or maintain brokerage accounts or place personal securities transaction with a broker that has not been approved by the Chief Compliance Officer. The Company shall maintain a list of approved brokerage accounts for each Access Person. ( Exhibit G: Brokerage Account Form )

6.5 Disclosure

No Access Person may recommend, implement or attempt to cause any securities transactions by a client or participate in any investment decision without disclosing his or her material beneficial ownership, business or personal relationship, or other material interest in the issuer or its affiliates, to the Chief Compliance Officer. If the Chief Compliance Officer deems the disclosed interest to present a material conflict, the Access Person may not participate in any decision -­-­ making process regarding the securities of that issuer.

6.6 Outside Business Activities

A Supervised Person may not engage in any outside business activity that involves the receipt of compensation, either directly or indirectly, from any other person or entity other than the Company, without first obtaining the written approval of Chief Compliance Officer. All Supervised Persons are required to complete an annual questionnaire detailing any outside business activities ( Exhibit H: Outside Business Activity Questionnaire ).

6.5 Pay to Play
6.5.1 Explanation







Pay to play is the practice of making campaign contributions and related payments to elected officials in order to influence the awarding of lucrative contracts for the management of public pension plan assets and similar government investment accounts.

6.5.2 Restrictions

The Company is prohibited from providing advisory services for compensation — either directly or through a pooled investment vehicle — for two years, if the Company or its Supervised Persons make a political contribution to an elected official who is in a position to influence the Company’s selection.

The Company and its Supervised Persons are prohibited from soliciting or coordinating campaign contributions from others — a practice referred to as "bundling" — for an elected official who is in a position to influence the selection of the Company. It also prohibits solicitation and coordination of payments to political parties in the state or locality where the Company is seeking business.

The Company is prohibited from paying a third party, such as a solicitor or placement agent, to solicit a government client on the Company’s behalf, unless that third party is an SEC -­-­ registered investment adviser or broker -­-­ dealer subject to similar pay to play restrictions.

6.5.3 Exceptions

Section 6.5.2 does not apply to contributions made by a Covered Associate, if a natural person, to officials for whom the Covered Associate was entitled to vote at the time of the contributions and which in the aggregate do not exceed $350 to any one official, per election, or to officials for whom the Covered Associate was not entitled to vote at the time of the contributions and which in the aggregate do not exceed $150 to any one official, per election.

6.5.4 Request Form

All Supervised Persons are required to submit a request form prior to making any political contribution ( Exhibit H -­-­ 1: Political Contribution Request Form ).

7.1 INSIDER TRADING
7.2 Policy Statement

The Company forbids all personnel, either personally or on behalf of others, to trade on material nonpublic information or to communicate material nonpublic information to others in violation of the law. In addition, the Company discourages its Supervised Persons or other employees from seeking or knowingly obtaining material, nonpublic information.

An employee of the Company may not buy or sell securities for their personal portfolio(s) where their decision is substantially derived, in whole or in part, by reason of his or her employment with the Company unless the information is also available to the investing public on reasonable inquiry. No employee of the Company shall prefer his or her own interest to that of the Company’s clients.

The Company is committed to providing absolute client confidentiality. Employees may not communicate material nonpublic information to any party outside of the Company.

7.3 Insider Trading

Insider trading is defined as the buying or selling of a security, in breach of a fiduciary duty or other relationship of trust and confidence, while in possession of material, nonpublic information







about the security. Insider trading violations may also include “tipping” such information, securities trading by the person “tipped,” and securities trading by those who misappropriate such information.

Insider trading is the trading that takes place when those privileged with confidential information about important events use the special advantage of that knowledge to reap profits or avoid losses on the stock market, to the detriment of the source of the information and to the typical investors who buy or sell their stock without the advantage of “inside” information. For purposes of insider trading, a person trades on the basis of material nonpublic information if a trader is “aware” of the material nonpublic information when making the purchase or sale. While the law concerning insider trading is not static, it is generally understood that the law prohibits:

1.

Trading by an insider, while in possession of material nonpublic information ; ; ; ;

2.

Trading by a non -­-­ insider, while in possession of material nonpublic information, where the information either was disclosed to the non -­-­ insider in violation of the insider s duty to keep it confidential or was misappropriated ; ; ; ; and

3.

Communicating material nonpublic information to others.

7.4 What is Inside Information?

Inside Information means material information about securities that has not been disseminated to, or is not generally available to, the general public (also referred to in conversation as “material non -­-­ public information”).

7.5 Who is an Insider?

The rule against insider trading prohibits trading while in possession of information which is received, directly or indirectly, from an “Insider” who discloses that information through a breach of duty. The concept of an “Insider” is broad. It includes officers, directors, members, and employees of a company. In addition, a person can be a “temporary insider” if he or she enters into a special confidential relationship in the course of performing services for the Company and, as a result, is given access to information solely for the company’s purposes. A temporary insider can include, among others, a company’s attorneys, accountants, consultants, bank lending officers, and the employees of such organizations. In addition, the Company and/or its affiliates may become a temporary insider of companies that the Company advises or for which the Company performs other services.

If you receive, either directly or indirectly, material, non -­-­ public information from an “Insider,” you should not trade in the security to which the information pertains. If you do not know the ultimate source of the information you have received, you should not trade in the securities until you have taken reasonable steps to assure that the ultimate source of the information is not an “Insider.” When you do not know the ultimate source of your information, there is a risk that the information was initially leaked by an “Insider” through the breach of a duty. The reason for taking steps to ascertain the source of the information is to reduce that risk. If you learn that the source of material information is an “Insider,” you should not trade in the security to which the information pertains until you ascertain that the information is public.

While the rule against insider trading is dependent upon a showing that the Insider who leaked the information did so through a breach of duty, it will, in most instances, be very difficult to ascertain whether such a breach occurred in connection with the release of information. There are various contexts in which a person breaches a duty by transmitting material, non -­-­ public information. For example, an officer of an issuer violates his duty if he intentionally transmits material, non -­-­ public information concerning the company without any justifiable business purpose and the officer knows or should know that the recipient of the information will trade in the issuer’s securities after receiving such information. A secretary of a law firm working on a merger breaches her duty to the law firm by revealing information about the issuer which is the subject of







the merger. The printer at a print shop who is working on disclosure documents which have not yet been filed with the SEC breaches his duty to his employer by disclosing information about the impending transaction.

Because it is difficult to know whether an Insider is breaching a duty by disclosing information to you, as a cautionary measure, you should not trade in a security when you have received material, non -­-­ public information about the security from an Insider, regardless of whether you have been able to ascertain that the information was disclosed in connection with a breach of a duty .

7.6 When is Information Material?

Information is “material” if its disclosure would be likely to have an impact on the price of a security or if reasonable investors would want to know the information. Either positive or negative information may be material. While it is not possible to define all categories of material information, there are various categories of information that are particularly sensitive and, as a general rule, should always be considered material.

Examples of such information include:

·

Financial results ;

·

Projections of future earnings or losses ;

·

News of a pending or proposed merger ;

·

Acquisitions/Divestitures ;;

·

Impending bankruptcy or financial liquidity problems ;

·

Gain or loss of a substantial customer or supplier ;

·

Changes in dividend policy ;

·

New product announcements of a significant nature ;

·

Significant pricing changes ;

·

Stock splits ;

·

New equity or debt offerings ;

·

Significant litigation exposure due to actual or threatened litigation ; or

·

Major changes in senior management.

Information relating to the market for a security, such as a significant purchase or sale order, also may be material. If you are not sure whether information you have received is material, you should discuss it with the Chief Compliance Officer before trading on such information.

The Securities and Exchange Commission (the “SEC”) considers one kind of information -- -­ earnings guidance -- -- to virtually always be material. When an issuer official engages in a private conversation with an analyst or a fund manager who is seeking guidance about earnings estimates, the issuer official is taking on a high degree risk that he or she may be disclosing material, non -- public information. If the issuer official communicates non -- public information selectively to the analyst or the fund manager that the Company’s anticipated earnings may be higher than, lower than, or even the same as, what analysts have been forecasting, there is a risk that the issuer official is violating Regulation FD which prohibits selective disclosure of material non -- public information.

While an analyst or fund manager who receives such selective disclosure is not subject to the prohibitions of Regulation FD, you should, nevertheless, avoid soliciting such selectively disclosed information. In this regard, you should be wary of the kind of information you receive from an issuer official immediately following the end of an issuer’s fiscal quarter or year end before the results of the fiscal period are publicly released. This does not mean that conversations with issuer officials are prohibited during the period between the end of a fiscal period and the issuer’s public release of earnings information ;; it just means that you should be







cautious in such conversations and, if the information received is too specific, you should refrain from trading until you discuss what you have received with the Chief Compliance Officer.

The Company’s research efforts may sometimes include contacting customers and suppliers of an issuer and visiting retail or distribution centers for the issuer’s products. When such field research is conducted, you should always use your actual name. It is not necessary to disclose your affiliation with the Company, but you should not affirmatively misrepresent your affiliation. It is permissible to discuss the issuer with employees of the issuer to obtain general information ;; however, if you believe that you may have received material, non -­-­ public information, you should discuss what you have received with the Chief Compliance Officer in order to evaluate our ability to trade in the securities to which the information pertains.

Lastly, you should understand that, although you are not permitted to trade while in possession of material, non -­-­ public information which emanated from an Insider who breached their duty, the SEC itself has recognized that you are permitted to gather non -­-­ material pieces of non -­-­ public information “to create a mosaic from which a material, non -­-­ public conclusion may be drawn” as the insider trading laws are not intended to restrict such activity and analysis.

7.7 When is Information Public?

Information is “public” when it has been disseminated broadly to investors in the marketplace. Tangible evidence of such dissemination is the best indication that the information is public. For example, information is public after it has become available to the general public through a public filing with the SEC, publication on the Dow Jones Newswires, The Wall Street Journal or some other publication of general circulation and after sufficient time has passed so that the information has been disseminated widely.

If you are not sure whether information you have received is public you should discuss it with the Chief Compliance Officer before trading on such information.

Information furnished by an issuer in a web cast or conference call which is publicly announced in advance and made available to analysts, investment managers and the general investing public also would be deemed public. On the other hand, information provided by an officer of an issuer in a one -­-­ on -­-­ one private conversation with an analyst or fund manager would generally not be deemed public information. Consequently, you should be careful in having one -­-­ on -­-­ one conversations with Insiders since it is possible that material information which has not yet been publicly disseminated might be disclosed in such conversations. If it is, you should not trade in the subject security until the information is public.

Rumors do not necessarily constitute public information. If the so -­-­ called “rumor” is reported as a rumor in the financial press, then you can consider it public. However, if it is not disseminated in a manner that constitutes “public” information as described above you run the risk that the information is non -­-­ public and, if it is both material and was disclosed, directly or indirectly, through the breach of a duty, you may be prohibited from trading on the basis of it. That is why you should always try to ascertain the original source of information that you receive. One acceptable way to determine whether a “rumor” is publicly available would be to call the issuer’s public relations officer and inquire as to whether the company has publicly confirmed or denied the rumor. You should not contact any other officer or employee of the issuer to determine the accuracy of a rumor because a confirmation or a denial of the rumor could, in itself, constitute non -­-­ public information.

Before information can be considered to be generally available, a reasonable period must have elapsed after the information was first made known, for the information to be disseminated among investors. Generally, this means that a person who has access to inside information should wait 72 hours after that information is announced publicly before dealing in securities.







7.8 Possession of the Information Is Enough to Prohibit Trading

The SEC takes the position that a party who is in possession of improperly obtained material, non -­-­ public information concerning an issuer may not trade in the issuer’s securities regardless of whether the person is relying on the information in making the trade. According to the SEC, possession is enough to create liability, and it is not a defense to an insider trading violation that you did not rely upon the information you possessed when you made the trade.

7.9 Tender Offers

Tender offers represent a particular concern in the law of insider trading for two reasons. First, tender offer activity often produces extraordinary fluctuations in the price of the target company’s securities. Trading during this time period is more likely to attract regulatory attention (and produces a disproportionate percentage of insider trading cases). Second, the SEC has adopted a rule which expressly forbids trading and “tipping” while in possession of Inside Information regarding a tender offer received from the tender offeror, the target company or anyone acting on behalf of either. The Company’s Supervised Persons should exercise particular caution any time they believe that they may have become aware of any non -­-­ public information (regardless of how trivial such information may be) relating to a tender offer.

7.10 Misappropriated Information

There may be circumstances in which you may obtain information about an issuer from persons who are not employed by, or owe a duty of confidentiality to, the issuer and are not deemed to be Insiders or Temporary Insiders. Such non -­-­ insiders may be persons who have, or are employed with companies who have, arms -­-­ length dealings with the issuer, such as vendors and suppliers. “Non -­-­ insiders” should be distinguished from “quasi -­-­ insiders.” A quasi -­-­ insider is someone who possesses a relationship with the issuer which gives him or her access to confidential information about the issuer and has a duty to keep such information confidential. An attorney, accountant or consultant to the issuer are typical examples of quasi -­-­ insiders. You should not solicit or obtain information about the issuer from quasi -­-­ insiders.

While you should not solicit information from quasi -­-­ insiders, it is permissible for you to solicit information from non -­-­ insiders concerning the issuer. You should not, under any circumstances, however, provide any form of payment or item of value to non -­-­ insiders in exchange for the information. In addition, you should understand that an employee of a non -­-­ insider entity such as a supplier, vendor or other entity which has arms -­-­ length dealings with the issuer, while not owing a duty of confidentiality to the issuer, may owe a duty to his or her own employer not to disclose confidential information to persons such as analysts or fund managers. Though you may not know, in a particular situation, whether such employee has a duty of confidentiality, if you do learn, based on the circumstances, that the employee would be breaching any duty to his employer by disclosing the information to you, you should not obtain such information from that person.

7.11 Restrictions on Disclosure of Company Inside Information

It is possible that material nonpublic information may be obtained from time to time in the course of employment related activities performed on behalf of the Company. The Company’s officers and Supervised Persons may not disclose any inside information (whether or not it is material) relating to the Company, its investors or any securities transactions to any person outside the Company unless such disclosure has been authorized by the Company’s Chief Compliance Officer. Inside information may not be communicated to anyone inside or outside of the Company, except among the Company’s deal team members on a “need to know” basis. This information must also be secured. For example, you should restrict access to your paper files and computer files and be aware that conversations containing inside information, if appropriate at all, should be conducted in private.







7.12 Insider Trading Procedures

Any question as to what constitutes material nonpublic information should be resolved in the most conservative fashion ( i.e. that the determination be made that the information in question is material nonpublic information) or the question should be referred to the Chief Compliance Officer or his or her designee.

Before trading for yourself or others in securities of a company about which you may have potential inside information, ask yourself the following questions:

Is the information material?

·

Is this information that an investor would consider important in making his or her investment decisions?

·

Is this information that would substantially affect the market price of the securities if generally disclosed?

Is the information public?

·

To whom has the information been provided?

·

Has the information been effectively communicated to the marketplace by being published in a publication(s) of general circulation ( i.e. The Wall Street Journal, The New York Times)?

If an employee receives information that may constitute material, nonpublic information, the employee:

·

Should not buy or sell any securities, including options or other securities convertible into or exchangeable for such securities, for a personal account or a client account ;;

·

Should not communicate such information to any other person (other than the Chief Compliance Officer) ;; and

·

Should discuss promptly such information with the Chief Compliance Officer.

Under no circumstances should information that may constitute material, nonpublic information be shared with any persons not employed by the Company, including family members and friends.

7.13 Prevention and Detection

The Chief Compliance Officer shall periodically review the Quarterly Transactions Reports and Personal Securities Holdings reports (together with any brokerage statements) of the Company’s Supervised Persons to ensure that no insider trading is taking place. The Chief Compliance Officer shall also make sure that all employees of the Company adhere to the personal securities transactions and reporting requirements set forth in the Company’s Code of Ethics.

7.14 Supervisory Responsibility

The Chief Compliance Officer is solely responsible for the content and enforcement of the Company’s insider trading policy.







7.15 Penalties

Civil and criminal penalties for trading on or communicating material nonpublic information are severe, both for individuals involved in such unlawful conduct and their employers and other controlling persons. A person can be subject to some or all of the penalties below even if he or she does not personally benefit from the violation.

Penalties include:

·

Civil injunctions ;;

·

Treble damages ;;

·

Disgorgement of profits ;;

·

Jail sentences (up to 10 years) for each violation ;;

·

Fines for the person who committed the violation of up to three times the profit gained or loss avoided, whether the person actually benefited or the benefit accrued to a tippee of that person ;; and

·

Severe monetary fines for the employer or other controlling person (i.e., supervisors).

EACH EMPLOYEE HAS THE ULTIMATE RESPONSIBILITY FOR COMPLYING WITH THE PROCEDURES FOR THE HANDLING OF INSIDE INFORMATION.

8.1 CODE VIOLATIONS
8.2 Overview

The Code does not attempt to identify all possible conflicts of interest, and literal compliance with each of its specific provisions will not shield Supervised Persons from liability for personal trading or other conduct that violates a fiduciary duty to advisory clients.

8.3 Reporting

Each Supervised Person is expected to discharge his or her responsibilities in full compliance with the Code. Each Supervised Person is responsible for the prompt reporting of any existing or potential violations of the Code to the Chief Compliance Officer ( Exhibit J: Code Violations ). Failure to do so is itself a violation of the Code. No Supervised Person shall retaliate against any other Supervised Person for reports of potential violations that are made in good faith. Any such retaliation would be in itself considered a violation of the Code.

8.4 Sanctions

Any violations discovered by or reported to the Chief Compliance Officer shall be reviewed and investigated promptly. Any disciplinary action shall be based on, among other things, the severity of the infraction, whether it is a first or repeat offense, and whether it is part of a pattern of disregard for the letter and intent of this Code. Upon recommendation of the Chief Compliance Officer, the Company may impose such sanctions for violation of the Code as it deems appropriate, including, but not limited to, a letter of censure, suspension or termination of employment, reversal of a securities trade at the violator’s expense and risk, including disgorgement of any profit ;; and, in serious cases, referral to law enforcement or regulatory authorities. The Company shall keep a record of Code violations and any disciplinary actions taken pursuant to this Section 8.3. ( Exhibit K: Disciplinary Actions ).

9.1 REVIEW

9.2 Annual Review







Annual review of the Code is an important component of the Company’s ongoing process of self -­-­ evaluation and review of compliance procedures. The Chief Compliance Officer shall perform an annual review of the policies and procedures contained in this Code to determine whether such policies and procedures are adequate and effective. In undertaking such annual review, the Chief Compliance Officer shall consider the following factors:

1.

Compliance matters that arose during the prior year ;;

2.

Any changes in the Company’s business activities or relationships ;; and

3.

Any changes to applicable securities laws or regulations that may prompt revision to such policies and procedures.

9.3 Interim Review

The Chief Compliance Officer shall undertake an interim review of policies and procedures contained in this Code in response to significant compliance events, changes in business arrangements or regulatory developments.

10.0 CODE WAIVERS

The Chief Compliance Officer has the authority to waive any provision of this Code, provided , however , that such waiver does not result in violation of applicable federal or state securities laws. The Chief Compliance Officer shall record in writing all instances where a waiver to this Code has been granted, the person requesting such waiver, the reason the waiver was requested and the reason the waiver was granted.

13.1 RECORDKEEPING REQUIREMENTS

13.2 Recordkeeping Requirements

The Company shall be required to keep:

(a)

A copy of the Code that is in effect or has been in effect at any time within the last five (5) years ;;

(b)

A record of any violation of the Code and of any action taken as a result of the violations ;;

(c)

A record of all Supervised Persons’ written acknowledgement of receipt of the Code (and any amendments to the Code) ;;

(d)

A record of all Supervised Persons’ written acknowledgement of annual receipt of the Code ;;

(e)

A record of each Holdings Report and Transactions Report submitted by Supervised Persons ;;







(f)

A record of the names of persons who are currently, or within the past five (5) years were, Supervised Persons ;;

(g)

A copy of Trade Approval Forms for at least five years after the end of the fiscal year in which the approval is granted or denied ;; and

(h)

A copy of any waivers to Code provisions or procedures granted by the Chief Compliance Officer.

13.3 Form ADV Part 2A

The Company shall describe the Code on Form ADV Part 2A and state that the Company will provide a copy of the Code to any client or prospective client upon request.







Exhibit A

CODE OF ETHICS ACKNOWLEDGEMENT

By signing in the space provided below, you certify that:

1.

You have received a copy of the Tuttle Tactical Management, LLC Code of Ethics ;;

2.

You have read and understand all provisions of the Tuttle Tactical Management, LLC Code of Ethics ;;

3.

You have agreed to comply with the terms of the Tuttle Tactical Management, LLC Code of Ethics ;; and

4.

You acknowledge that you have a continuing obligation, even after your employment, to safeguard material non public and other confidential information acquired as a result of your employment with Tuttle Tactical Management, LLC.

Signature:

Name:
Title:
Date:







Exhibit B

SUPERVISED PERSONS AND ACCESS PERSONS

Name

Matthew Tuttl e Carla Zappa Kimberley Raimondo Anthony Cardenas Peter Braunwart







Exhibit C

RESTRICTED SECURITY TRADING PRE AUTHORIZATION FORM

All Access Persons of TWM or TTM must obtain prior approval before trading in any ETF in our Restricted Security List.

Name:

Information on Proposed Trade

Security:

 

Buy/Sell (Circle one)

Shares:

Account Owner:

 
Brokerage Firm:

Reason for
Trade:

CCO Approval:

 







Exhibit D

INITIAL AND ANNUAL PORTFOLIO HOLDINGS REPORT

Name:

Signature:

 

Title:

Date:

 

PORTFOLIO HOLDINGS INFORMATION

Check one or more applicable boxes:

qqqq I have no reportable personal securities holdings.

qqqq I have reportable personal securities holdings, as disclosed below.

qqqq I have reportable securities holdings, as disclosed on the attached brokerage statements.

uu

TTM is in receipt of brokerage statements reflecting my personal securities holdings.

Account Number

Security Name and
Ticker/C US IP

Number of
Shares/Par

Principal Amount

Broker or Bank Name

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Attach additional sheets as necessary.

Reviewed by:

Print Name

Signature

Date





Exhibit E

QUARTERLY PERSONAL TRANSACTION REPORT

Name:

For the Quarter Ended:

 

Signature:

Date:

 

I am reporting below all transactions required to be reported for the quarter pursuant to Tuttle Tactical Management, LLC’s Code of Ethics. I have completed and returned this form by the 30th calendar day following the quarter -­-­ end .

Required Transactions to Report

I am required to report all transactions of securities* in which I have a direct or indirect beneficial ownership interest. I am also required to report any transaction executed within an automatic investment plan that overrides a pre-­Lidetermined schedule.

“Securities” include stocks, bonds, closed-­Lilend mutual funds and exchange-­-­ traded funds.
Transactions Not Required to be Reported

I am not required to report shares of registered open -­-­ end investment companies not managed by Tuttle Tactical Management, LLC, securities issued by the United States Government, bankers’ acceptances, bank certificates of deposit, commercial paper, money market mutual funds and other money market instruments and transactions effected through an automatic investment plan or a de minimis amount of shares (i.e. less than 1000) of companies with a market capitalization of over $10 billion.

REPORTABLE TRANSACTIONS

Check one or more applicable boxes:

qqqq I had no reportable transactions during the period.

qqqq I had reportable transactions, as disclosed below.

qqqq I had reportable transactions, as disclosed on the attached brokerage statements.

uu

TTM is in receipt of brokerage statements reflecting my reportable personal securities transactions.

If transactions are reported:

qqqq I hereby recertify that I am aware of TTM’s policies regarding prohibition of insider trading, and

declare that I have not violated these policies in conducting personal trades during the quarter

ended

. Signature:

Date:

 

Trade Date

Security Name and Ticker/CUSIP

#Shares/

Par Int Rate/ Maturity

Purchase/ Sale/Other

Price

Principal Amount

Broker
Name

Account
Number

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attach additional sheets as necessary.







Exhibit F

GIFT REPORT

Name:

Position:


From/To

Gift

Estimated Worth

Relationship to Person
Giving/Accepting

 

 

 

 

 

 

 

 

 

 

 

 


I hereby certify that I have disclosed all gifts:

Signature

Date

Review

I hereby certify that I have reviewed the above listed gifts:

Chief Compliance Officer:

 







Exhibit G

BROKERAGE ACCOUNTS

Every employee of Tuttle Tactical Management, LLC must disclose to the firm any and all securities and futures accounts:

In the name of the employee, over which the employee exercises discretion (express or in fact) or in which the employee has an interest.

In the name of a related person of the employee, over which such related person exercises discretion (express or in fact) or in which such related person has an interest. For purposes of this disclosure form, a “related person” should be deemed to include the employee’s spouse and any other person with whom the employee resides or to whom the employee provides financial support.

Employees are not required to disclose Federal Reserve Board “Treasury Direct” accounts.

With respect to the required disclosure regarding such accounts, please be advised of the following (please check one):

JU

As of the date hereof, no such accounts are in existence. However, if such an account will be opened subsequent to the date hereof, I agree to obtain the approval of the Compliance Officer prior to the account being opened.

JU

Set forth below is a complete list of all such accounts (use additional forms if necessary).

The Compliance Officer will be sending a letter requesting duplicate confirms and statements for each of the accounts disclosed below. Please provide accurate account numbers and mailing addresses.

Name and Number of

Name of Organization

Address of Organization

Account

Where Account is Located

Where Account is Located

1

2.

3.

4.


Social Security No.:

 

Employee Name:

Employee Signature:







Exhibit H

OUTSIDE BUSINESS ACTIVITY QUESTIONNAIRE

1.

Do you have any outside employment or business activity?
YES NO

If YES, please describe:

 

2.

Do you or any of your immediate family members (e.g., spouses, parents, children or siblings) serve as a director, officer or trustee or as an audit, compensation or nominating committee member for any publically traded company or business entity?

YES NO

If YES, please describe:

 

3.

Do you or any of your immediate family members hold advisory committee positions of any business entity where the members of the committee have the ability or authority to affect or influence the selection of investment managers or the selection of the investment of the entity’s operating, endowment, pension or other funds?

YES NO

If YES, please describe:

 

4.

Do you or any of your immediate family members hold positions as director, officer or trustee or as an audit, compensation or nominating committee member of a client of Tuttle Tactical Management, LLC or any prospective client who is actively considering engaging Tuttle Tactical Management, LLC investment advisory services?

YES NO

If YES, please describe:

 

Sign Name

Date

Print Name







Exhibit I

INSIDER TRADING AFFIDAVIT

1.

Client confidentiality is of paramount importance in the financial services industry. I understand that I may not communicate nonpublic information to any party outside of Tuttle Tactical Management, LLC (the “Company”).

2.

Client files are available to me in the course of my normal work on a “need to know” basis only.

3.

I may not recommend trading in a security to any clients or other parties based on material nonpublic information.

4.

I understand that I am required to submit Quarterly Transactions Reports and Personal Securities Holdings Reports in accordance with the Company’s Code of Ethics and that all transactions executed by me in my personal accounts will be reviewed by the Chief Compliance Officer.

5.

I understand that I may not execute a trade based on nonpublic information. If I obtain nonpublic information about a security, I must report any personal transactions or transactions of any related parties in that security to the Chief Compliance Officer immediately after its occurrence.

6.

I understand that violation of the provisions of this policy is cause for immediate discipline. In addition, the violation will be reported by the Company to the appropriate regulatory agency.

7.

I understand that I am obligated to report violations of this policy by other employees to the Chief Compliance Officer and the appropriate regulatory agency.

8.

This policy is adopted in order to prevent the misuse of material, nonpublic information by Company employees in violation of the Investment Advisors Act of 1940, as amended, and the Insider Trading and Securities Fraud Enforcement Act of 1988.

9.

I agree to abide by the Company’s Code of Ethics as described in the Company’s Compliance Manual, which is incorporated herein by reference.

10.

My signature below indicates that I have received a copy of the Company’s Code of Ethics and Compliance Manual and have read and understood all applicable provisions relating to insider trading and personal securities transactions. I agree to continually abide by these policies.

Signed

Date







Exhibit H -­-­ 1

INVESTMENT ADVISOR POLITICAL CONTRIBUTION REQUEST FORM
FOR COVERED ASSOCIATES AND RESTRICTED PERSONS

Name:

Department:

Title/Position:

 

Home Address:

 

City, County, State, Zip Code:

 

NOTE: Pre -­-­ Approval is not needed for personal political contributions to candidates for Federal office who are not State or local officials at the time of the contribution.

Check at least one of the following:

I am requesting approval to make a Political Contribution. (Complete Attachment 1)

I am requesting approval to volunteer for a Campaign. (Complete Attachment 2)

I am requesting approval to Coordinate or Solicit Contributions, including Fundraising (Complete Attachment 2)

By signing below, I certify that the political contribution or activity described in the attached is accurate, and the proposed contribution or activity is not made to influence or induce the obtaining or retaining of investment advisory services business for the Company.

Signature:

Date:

 

Attachment 1 or Attachment 2 must accompany this form
[Legal Department Approval/Disapproval]

Approval:

Date:

 







Attachment 1

Description of Political Contribution

Proposed Amount of Contribution: $

Payable to:

 

If Contribution Is In -­-­ Kind or Other Than Cash or Check Indicate Its Nature:

List Previous Contributions to this Candidate/Political Organization (Dates And Amounts):

Is the Contribution to be made by a PAC?

 

If yes, provide name/type/jurisdiction of PAC

 

If Contribution is to a Candidate, Officeholder, or Campaign, Provide the Information Below: Name of Candidate/Officeholder:

Are You Entitled To Vote for This Candidate/Officeholder: Yes

No

Date of Election:

 

Type of Election (Primary, General, Special or Run -­-­ off):

 
Office Candidate/Officeholder Seeks:

Jurisdiction of Office Sought (City, County, State, Federal):

 

Office Candidate/Officeholder Currently Holds, if any:

 

Jurisdiction of Office Candidate/Officeholder Currently Holds (City, County, State, Federal):

 

If Contribution is to a Political Organization (such as a Political Party or PAC), Provide the Information Below:

Name of Organization:

 

Type of Organization: Political Party:

PAC:

Other:

(Describe)
Jurisdiction Covered by Organization (City, County, State, Federal):

If Recipient is a Political Party, Are You Entitled to Vote in the Above Jurisdiction:

Yes

No







Attachment 2

Description of Volunteer Activity/Solicitation or Coordination of Contributions, or

Fundraising

Part I

Name of Beneficiary (Officeholder, Candidate, Campaign, Political Party, Political Organization

Benefiting from Volunteer Activity, or Soliciting or Coordinating Contributions or Fundraising):

 

Type of Beneficiary (Check One):

Candidate/Officeholder/Campaign

 

Political Party

 

PAC

 

Other

(describe)

Office Candidate Seeks and Jurisdiction, if applicable:

 

Office Candidate Currently Holds, if any, and Jurisdiction:

 

Part 2

(1)

Describe Nature of Activity:

 

(2)

How Many Hours Do You Expect to Devote to Activity?

 

(3)

Will You Engage In Volunteer Activity During Working Hours?

Yes

No

If Yes, how many hours?

 

(4)

Will You Use Company Resources (Such As Office Space, Personnel, Secretary, Equipment, Phones, Copiers or Computer)?

Yes

No

If Yes, describe in detail:

(5)

Will You Make Expenditures From Personal Funds in Connection With Activity?

Yes

No

If Yes, describe in detail:

(Please note that such personal expenditures may be a political contribution requiring a separate Pre -­-­ Approval request to be submitted on Attachment 1.)

(6)

Will Activity Involve Soliciting or Coordinating Contributions, or Fundraising?

Yes

No

If Yes, describe in detail:







(7) If Recipient is a Candidate's Campaign, Provide Additional Information Below:

Type of Election ( e.g. , Primary, General, Special or Run -­-­ off):

 


Date of Election:







Exhibit J

CODE VIOLATIONS

Name of Reporting Person:

 

Position:

 

Date of Report:

 

Date of
Violation

Violation

Code §

Actions Taken

 

 

 

 

 

 

 

 

 

 

 

 


Review

I hereby certify that I have reviewed the above listed violations:

Chief Compliance Officer:

 





Exhibit K

DISCIPLINARY ACTIONS

Endnotes











Reviewed by:


Print Name

Signature

Date




















Date:




[TACT485BPOSEXP6201905001.JPG]


Code Violation


Disciplinary Action


Name


Date








CODE OF ETHICS

Introduction

As evidence of the commitment of Exceed Portfolios to operating with integrity, we have adopted a code of ethics (the “ Code ”), which shall be reviewed and, if appropriate, amended from time to time. The purpose of this Code is to identify the ethical and legal framework in which Exceed and our employees are required to operate, and to highlight some of the guiding principles and mechanisms for upholding our standard of business conduct, as set forth below. Maintaining a spirit of openness, honesty and integrity are of paramount importance. We believe that our employees should feel comfortable expressing their opinions and should be vigilant about alerting senior management of anything they deem amiss with respect to our business, operations or compliance. Employees will be required to acknowledge receipt of the Code by executing the Acknowledgement and Agreement to Abide by Compliance Policies and Procedures.

Exceed is registered with the Securities and Exchange Commission (“ SEC ”) as an investment adviser. This Code is intended to satisfy our obligations in connection with Rule 204A-1 under the Investment Advisers Act of 1940 (“ Advisers Act ”). References in this Code to Rules are references to rules promulgated by the SEC pursuant to the Advisers Act unless stated otherwise. Because we also advise investment companies, we will ensure that the terms of our Code are consistent with the aims and requirements of Investment Company Rule 17j-1, Personal Investment Activities of Investment Company Personnel.

EXCEED ADVISORY LLC (“Exceed”)
Code of Ethics

Section 1:

Purpose and Scope

Exceed Advisory LLC’s (“Exceed”) Board of Managers has adopted this Code of Ethics (“Code”) to assist us in maintaining the highest standards of conduct. While we encourage private investing by our associates, such activities must be carried out within the letter and spirit of this Code. Our Board must approve any material change to this Code and all questions about the Code should be addressed to Exceed’s Chief Compliance Officer.

·

By accepting registration or employment with Exceed, you have agreed to be bound by this Code, which we provide at or prior to commencement of the relationship. We also require annual written certification that our associates have received a current copy of the Code, understand it, and are in compliance with its terms.

·

This Code describes the standards of business conduct we require of our Supervised Persons. Chief among these are the fact that we are a fiduciary and owe a duty of utmost good faith and loyalty to our clients. Simply put, our clients’ interests come first. We must avoid even the appearance of impropriety in our business dealings and in our personal trading. Exceed and all employees are subject to the following specific fiduciary obligations when dealing with clients:

i.

the duty to have a reasonable, independent basis for the investment advice provided;







ii.

the duty to ensure that investment advice is suitable to meet the client’s individual objectives, needs and circumstances; and

iii.

the duty of loyalty to clients meaning the duty to put the interests of the client ahead of the interests of Exceed and our employees.

·

All of our associates must comply with applicable federal securities laws, as well as other applicable rules, regulations, and laws, and with Exceed s own policies.

·

All of our Access Persons (defined below) must report, and we must review, personal securities transactions and holdings within required timeframes and in accordance with the requirements of this Code and our fiduciary duties to clients.

·

All of our Supervised Persons (defined below) must report any violations of this Code promptly to our Chief Compliance Officer.

·

Confidentiality. Records and financial information pertaining to advisory clients must be treated with strict confidentiality. We will not disclose such information about a client, except (a) as disclosed in our Privacy Policy or required by law, (b) on a “need to know basis” to persons providing services to Exceed ( e.g. , broker-dealers, accountants, custodians, administrators or transfer agents), or (c) with the express prior written consent of the client.

·

Fraud. Engaging in any fraudulent or deceitful conduct with clients or potential clients is strictly prohibited. Examples of fraudulent conduct include, but are not limited to: misrepresentation; nondisclosure of fees; and misappropriation of client funds.

Section 2:

Definitions

“Access Person” means any director, officer, partner, or employee 1 of Exceed (or of any company controlled by or under common control with Exceed):

i.

Who, in connection with his or her regular functions or duties, makes, participates in, or has access to information regarding securities transactions by any client of Exceed’s, or whose functions relate to the making of any recommendations with respect to such transactions; and

ii.

Any natural person in a control relationship to any client of Exceed who obtains information concerning recommendations made to a Fund with regard to the purchase or sale of Covered Securities by the Fund.

iii.

Notwithstanding the above definition, if an investment adviser's primary business is advising Funds or other advisory clients, all of the investment adviser's directors, officers, and general partners are presumed to be Access Persons of any Fund advised by the investment adviser. See definition of Excepted Board Member, below, which serves to rebut these assumptions in certain circumstances.

1 The term “employee,” as used throughout this Code, includes independent contractors who are registered with Exceed or otherwise meet the definition of “Supervised Person.”







“Beneficial Ownership” is interpreted in the same manner as it would be under Rule 16a-1(a)(2) of the Investment Company Act in determining whether a person is the beneficial owner of a security for purposes of section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder.

“Business Entertainment” means ordinary and usual business entertainment, such as an occasional meal, tickets to a sporting event or theater, or comparable entertainment, so long as it is neither so frequent nor so extensive as to raise any question of propriety, and so long as the person providing the Business Entertainment participates in the event. Sending a gift certificate for a restaurant is a Gift; accompanying a client to a standard business dinner paid for by Exceed is “Business Entertainment.” All Business Entertainment is subject to Exceed’s policies concerning budgeting, reimbursement, and documentation.

“Direct or Indirect Beneficial Ownership” means direct or indirect influence or control ownership of any beneficial interest. The terms of Rule 16a are incorporated into this Code by reference.

In general, and without limiting the foregoing, a person has Beneficial Ownership in any securities held

i.

By members of a person’s immediate family sharing the same household; provided, however, that the presumption of such Beneficial Ownership may be rebutted; or

ii.

By related partnerships, trusts, corporations, or other arrangements.

“Excepted Board Member” means a member of Exceed’s Board of Managers that (1) would not be deemed to be an interested person, defined in Section 2(a)(19)(B) of the Investment Company Act, for any reason other than that the individual is a member of Exceed’s Board of Managers; (2) has no involvement with the day-to-day operations of Exceed or its affiliates and is not aware of Exceed’s investment decisions or recommendations with respect to Fund holdings or transactions, other than to the extent such information is publicly available; (3) has no has control of Exceed or its affiliates, either individually or by virtue of any arrangement with any other person, as “control” is defined in Section 2(a)(9) of the Investment Company Act; and (4) has no direct or indirect beneficial interests in securities issued by a Fund advised by Exceed, unless such direct or indirect beneficial interest represents less than 5% of the outstanding voting securities of any Fund advised by Exceed.

“Fund” means an investment company registered under the US Investment Company Act of 1940. “Gift” includes anything of value, but does not include ordinary and usual “Business Entertainment.”

“Limited Offering” or “Private Placement” means an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506.

“Reportable Fund” means

i.

any Fund for which we serve as an investment adviser as defined in section 2(a)(20) of the Investment Company Act; or

ii.

Any Fund whose investment adviser or principal underwriter controls us, is controlled by us, or is under common control with us. For purposes of this section, control has the same meaning as it does in section 2(a)(9) of the Investment Company Act.







“Reportable Security” means a security as defined in section 202(a)(18) of the Act (15 U.S.C. 80b-2(a)(18)), except that it does not include:

i.

Direct obligations of the Government of the United States;

ii.

Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;

iii.

Shares issued by money market funds;

iv.

Shares issued by open-end funds other than Reportable Funds; and

v.

Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are Reportable Funds

“Supervised Person” means any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of Exceed, or other person who provides investment advice on behalf of Exceed, and is subject to Exceed’s supervision and control.

Section 3:

Exempted Transactions

The transaction prohibitions of Section 4 of this Code do not apply in the following cases.

1.

Securities Not Eligible for Clients. Transactions in securities that are not eligible for purchase or sale by any client through Exceed.

2.

Non-Volitional Transactions; No Control. Transactions are non-volitional by either the Access Person or any client (including transactions with respect to which the Access Person has no actual advance knowledge of a given trade. Transactions effective in any account over which the Access Person has no direct or indirect influence or control. These would include discretionary accounts held with unaffiliated third parties and where the third party agrees to trade without advance notice to or consent by the Access Person. In the case of discretionary accounts with third parties, the Access Person will be responsible for authorizing the third party to provide Exceed with duplicate statements or other information required by the Chief Compliance Officer.

3.

Automatic Investment Plans. Transactions made automatically in accordance with a pre­determined schedule and allocation, such as dividend reinvestment plans.

4.

Approved Transactions. Transactions that receive the prior approval of the Chief Compliance Officer on the basis that they do not present conflicts of interest or create potential harm to clients, and are consistent with our fiduciary duties. This provision does not apply to Initial Public Offerings or Private Placements.

5.

Insignificant Position—Transaction Value and Share Limit.

i.

Transactions that result in an open (long or short) position (or derivatives thereon) no larger than $10,000 USD or foreign currency equivalent. In the case of a combined position that includes both a long and a short transaction, the $10,000 limit will be applied to the larger of the long or short positions, not to the net value; and

ii.

That result in an open security position (long or short), no larger than 500 shares (or derivatives thereon) for any stock listed on a US securities exchange, as defined in the Securities Exchange Act of 1934.







Section 4:

Prohibited Transactions

1. Conflicting Trades. No Access Person may purchase or sell, directly or indirectly, any security in which the Access Person has (or because of such transaction acquires) any direct or indirect Beneficial Ownership, if the Access Person knows at the time of the transaction that the security:

i.

Is being considered for purchase or sale by any client (see Pre-Clearance requirements in item 2, below); or

ii.

Is being purchased or sold by any client, or was purchased or sold by a client within the five calendar days preceding the Access Person’s transactions; or

iii.

Is contrary to Exceed’s current recommendations to clients (e.g., where Exceed recommends a specific long transaction to clients and the Access Person enters into a matching short transaction), except in cases where the Access Person has a compelling personal need to make the trade, the transaction is not otherwise inconsistent with our fiduciary duties to our clients, and the Chief Compliance Officer approves the transaction in advance and documents the rationale for approval.

2.

Pre-Clearance of Transactions. Exceed has established a pre-clearance requirement for transactions in securities that could give rise to a conflict with our clients, based on the types of securities we generally advise on. No Access Person may purchase or sell, directly or indirectly, any of the following securities in which the Access Person has (or because of the transaction acquires) any direct or indirect Beneficial Ownership, unless the Access Person has obtained Pre-Clearance from the Chief Compliance Officer in the form currently required by the firm. The system for pre-clearance will be described and distributed periodically by the Chief Compliance Officer.

i.

Any option on SPY and SPX.

ii.

Any corporate Bond with a maturity of less than 3 years.

iii.

Any ETF which falls under the following category on ETF.com ’s analytics and database:

Asset class = Fixed Income
Category = Corporate
Focus = Investment grade
Niche = Short term

The firm’s Restricted List will consist of those securities which can be found on ETF.com at: http://www.etf.com/etf-lists/ and which meet the above criteria. The firm will not maintain a separate Restricted List. The Access Person must retain a copy of the search results from ETF.com that demonstrate Compliance pre-clearance is not required and must submit those results as required by Compliance.

Approvals granted pursuant to Exceed’s pre-clearance policy are valid for no longer than five days and may be granted for a shorter period, as determined by the Chief Compliance Officer. Excepted Board Members are not subject to the Pre-Clearance requirements.

3. Initial Public Offerings. No Access Person may purchase, directly or indirectly, any security in

which the Access Person has or because of such transaction acquires, any direct or indirect Beneficial Ownership, which is the subject of an initial public offering without prior approval of







CCO. Approval will be granted consistent with FINRA Rule 5130 Restrictions on the Purchase and Sale of Initial Equity Public Offerings. This prohibition does not preclude an Access Person from acquiring the security in subsequent trading on the secondary market, provided the transaction otherwise complies with the requirements of the Code.

4.

Limited Offerings/Private Placements. No Access Person may purchase, directly or indirectly, any security in which the Access Person has or because of such transaction acquires, any direct or indirect Beneficial Ownership, if such transaction is not in the open market, or if such transaction if made pursuant to an exemption from the registration provisions of the Securities Exchange Act of 1933, unless the transaction has been pre-approved by the Chief Compliance Officer. In determining whether to permit the purchase of a private placement, the Chief Compliance Officer will consider, among other things, whether the offering should be reserved for a client of Exceed, and whether the transaction has been offered to the Access Person as a result of the Access Person’s position with Exceed. Further, should the Access Person receive permission to acquire the securities in a private placement, the Access Person is required to disclose the investment when participating in any subsequent consideration of that security for purchase or sale by clients of Exceed. The decision to purchase or sell such security should be made by persons with no personal interest in the security, whether direct or indirect.

5.

Principal Transactions. Neither Exceed nor its Access Persons may effect a transaction as principal with a client of Exceed. Neither Exceed nor any of its Access Persons will recommend or direct a trade for execution as principal by an affiliate of Exceed.

6.

Short-Swing Trades . No Access Person may purchase then sell, or sell and then repurchase, any security within 10 calendar days. The Chief Compliance Officer may, for good cause and consistent with our fiduciary duties and the broader intent of the Code, permit a short-swing trade, but will record the reasons for the consent.

Section 5:

Prohibited Activities
Gifts and Gratuities.

1.

Giving of Gifts. No Supervised Person may, whether directly or indirectly, give a Gift in excess of $150 per year to or from any person associated with a firm whom Exceed is soliciting business with, or with whom Exceed is conducting business. Employees of a firm must be considered together and any gifts from individuals aggregated as one giver. All Gifts must be reported to the Chief Compliance Officer within 30 days of the date given by the Exceed Supervised Person.

2.

Receipt of Gifts. No Supervised Person may accept investment opportunities, Gifts or other gratuities from individuals seeking to conduct business with us, or on behalf of an advisory client exceeding $150 per year in the aggregated form a single giver. Associates of Funds, registered investment advisors, and registered broker-dealers are presumed to be firms Exceed is either soliciting or conducting business with. This prohibition does not apply in cases where the gift arises from a pre-existing familial or personal, non-business relationship, and where the Chief Compliance Officer has consented in advance to the Gift. All Gifts must be reported to the Chief Compliance Officer within 30 days of receipt by the Exceed Supervised Person.







3. Business Entertainment. No Supervised Person may provide Business Entertainment to any person from whom Exceed is soliciting business or with whom Exceed is conducting business, in excess of the dollar limits and other policies established by the CEO or Chief Financial Officer of Exceed.

4.

Payment or Reimbursement of Expenses. Payments of an Access Person’s expenses in

connection with meetings held by an offeror or by a securities brokerage firm, for the purpose of training or education of the attendee are prohibited unless:

i.

The attendee keeps the name of the offeror or brokerage firm, the amount of payment or reimbursement received, and the nature and, if known, value of any non-cash compensation;

ii.

The attendee obtains the Chief Compliance Officer’s prior approval to attend the event;

iii.

The location is appropriate to the purpose of the meeting, such as an office of the offeror or the brokerage firm, or a facility located in the vicinity of such office;

iv.

The payment or reimbursement is not applied to the expenses of guests of the attendee; and

v.

The payment or reimbursement by the offeror or brokerage firm is not subject to any conditions.

5. Brokerage Accounts. No Access Person may, directly or indirectly, have an interest in any brokerage or trading account that has not been previously approved by Exceed. New employees/associates must report existing brokerage accounts immediately to Compliance and, if the account is permitted by Exceed, provide any additional information requested by the Chief Compliance Officer.

6. Insider Trading. Persons obtaining material non-public information must refrain from disclosing the information to anyone. Additionally, no person may trade in the securities to which the information relates. Anyone aware of the misuse of material non-public information must report such information to the Chief Compliance Officer.

Section 6:

Disclosures & Reporting

1.

Initial Holdings Reports. Not later than 10 days after becoming an Access Person of Exceed,

the Access Person must deliver to the Chief Compliance Officer a record of each Reportable Security in which the Access Person has a direct or indirect Beneficial Ownership. The information included in the initial Holdings Report must be current must be current as of a date no more than 45 days prior to the date the person becomes an Access Person. The record must include:

i.

The title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each reportable security in which the access person has any direct or indirect beneficial ownership;

ii.

The name of any broker, dealer or bank with which the Access Person maintains an account; and

iii.

The date the Access Person submits the report.







The Initial Holdings Report may be provided in the form of brokerage account statements that contain the required information. Excepted Board Members are not required to provide the Initial Holdings Report.

2.

Quarterly Transactions Reports. No later than 30 days after the end of each calendar quarter, each Access Person must submit to the Chief Compliance Officer quarterly securities transactions reports that meet the following requirements and contain the following information about each transaction during the quarter in which the Access Person had, or as a result of the transaction acquired any direct or indirect Beneficial Ownership in a Reportable Security:

i.

The date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each reportable security involved;

ii.

The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

iii.

The price of the security at which the transaction was effected;

iv.

The name of the broker, dealer or bank with or through which the transaction was effected; and

v.

The date the Access Person submits the report.

The Quarterly Transaction Reports may be provided in the form of brokerage account statements that contain the required information. Excepted Board Members are not required to provide the Quarterly Transaction Reports unless the Excepted Board Member knew or, in the ordinary course of fulfilling his or her official duties as a member of the Board of Managers, should have known that during the 15-day period immediately before or after the Excepted Board Member’s transaction, the Fund purchased or sold the security, or the Fund or Exceed considered purchasing or selling the security

3. Quarterly Reports of New Accounts . No later than 30 days after the end of each calendar quarter, each Access Person must submit to the Chief Compliance Officer, with respect to any account established by the Access Person in which any securities were held during the quarter for the direct or indirect benefit of the Access Person:

a.

The name of the broker, dealer or bank with whom the Access Person established the account;

ii.

The date the account was established; and

iii.

The date the Access Person submits the report.

Excepted Board Members are not required to provide the Quarterly Reports of New Accounts.

4. Annual Holdings Reports. Annually, and current as of a date no more than 45 days before the

report is submitted, each Access Person must submit to the Chief Compliance Officer, reports which contain the following information:

b.

The title, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership;







ii.

The name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities are held for the direct or indirect benefit of the Access person; and

iii.

The date the Access Person submits the report.

The Annual Holdings Reports may be provided in the form of brokerage account statements that contain the required information.

Excepted Board Members are not required to provide the Annual Holdings Reports.

5.

Review of Reports. The Chief Compliance Officer is responsible for a review, as needed and no less than quarterly, of the Initial Holdings and Quarterly Transaction Reports. The Chief Compliance Officer’s review will be compare transactions and holdings reports with Exceed’s activities and the requirements of the Code to determine whether any violations of the Code may have occurred. The Chief Compliance Officer will take necessary action to correct or mitigate any potential or actual violations and will promptly report material issues to the Board. All reports required to be made under this Code that concern the Chief Compliance Officer’s own transactions and holdings will be submitted to and reviewed by the COO in accordance with the requirements outlined for other Access Persons.

6.

Annual Report. As part of the CCO’s annual review of Exceed’s compliance program and policies, the CCO will certify that Exceed has adopted procedures reasonably necessary to prevent Access Persons from violating the Code. The CCO will describe in the report accompanying the annual review any issues or material violations arising under the Code since the last report. The CCO will provide the Annual Report to the Board of Managers.

Section 7:

Reporting and Sanctions

Potential or actual violation of the Code must be reported immediately to the CCO. In the absence of the CCO, violations may be reported to the CEO or to a member of the Board of Managers. Possible violations will be promptly investigated and any violations reported through the CCO to the CEO and Board of Managers. We will also provide copies of this information to the Boards of any Funds we advise.

The report will include the corrective action taken and any recommendation for disciplinary action taken deemed appropriate by the CCO. The recommendation will be based, among other things, on the severity of the infraction, whether it is a first or repeat offense, and whether it is part of a pattern of disregard for either the letter or the spirit of the Code. Exceed’s CEO or Board of Managers may impose sanctions for violation of this Code including, but not limited to:

i.

Written censure;

ii.

Suspension of termination of employment;

iii.

Reversal of a securities trade at the violator’s expense and risk, including disgorgement of any profit; and

iv.

Where applicable and appropriate, referral to law enforcement or regulatory authorities






TACTICAL FUND ADVISORS, LLC (“the Firm”)

Code of Ethics

 Section 1:

Purpose and Scope

Tactical Fund Advisors, LLC’s (“the Firm”) has adopted this Code of Ethics (“Code”) to assist us in maintaining the highest standards of conduct.  While we encourage private investing by our associates, such activities must be carried out within the letter and spirit of this Code.  Our CCO must approve any material change to this Code and all questions about the Code should be addressed to the Firm’s Chief Compliance Officer.

By accepting registration or employment with the Firm, you have agreed to be bound by this Code, which we provide at or prior to commencement of the relationship. We also require annual written certification that our associates have received a current copy of the Code, understand it, and are in compliance with its terms.


This Code describes the standards of business conduct we require of our Supervised Persons. Chief among these are the fact that we are a fiduciary and owe a duty of utmost good faith and loyalty to our clients. Simply put, our clients’ interests come first.  We must avoid even the appearance of impropriety in our business dealings and in our personal trading.  The Firm and all employees are subject to the following specific fiduciary obligations when dealing with clients:


the duty to have a reasonable, independent basis for the investment advice provided;

the duty to ensure that investment advice is suitable to meet the client’s individual objectives, needs and circumstances; and

the duty of loyalty to clients – meaning the duty to put the interests of the client ahead of the interests of the Firm and our employees.


All of our associates must comply with applicable federal securities laws, as well as other applicable rules, regulations, and laws, and with the Firm’s own policies.


All of our Access Persons (defined below) must report, and we must review, personal securities transactions and holdings within required timeframes and in accordance with the requirements of this Code and our fiduciary duties to clients.

All of our Supervised Persons (defined below) must report any violations of this Code promptly to our Chief Compliance Officer.  








Confidentiality.  Records and financial information pertaining to advisory clients must be treated with strict confidentiality.  We will not disclose such information about a client, except (a) as disclosed in our Privacy Policy or required by law, (b) on a “need to know basis” to persons providing services to the Firm (e.g., broker-dealers, accountants, custodians, administrators or transfer agents), or (c) with the express prior written consent of the client.  


Fraud.  Engaging in any fraudulent or deceitful conduct with clients or potential clients is strictly prohibited.  Examples of fraudulent conduct include, but are not limited to: misrepresentation; nondisclosure of fees; and misappropriation of client funds.


Section 2:

Definitions

“Access Person” means any director, officer, partner, or employee of the Firm (or of any company controlled by or under common control with the Firm):

Who, in connection with his or her regular functions or duties, makes, participates in, or has access to information regarding securities transactions by any client of the Firm’s, or whose functions relate to the making of any recommendations with respect to such transactions; and

Any natural person in a control relationship to any client of the Firm who obtains information concerning recommendations made to a Fund with regard to the purchase or sale of Covered Securities by the Fund.

Notwithstanding the above definition, if an investment adviser's primary business is advising Funds or other advisory clients, all of the investment adviser's directors, officers, and general partners are presumed to be Access Persons of any Fund advised by the investment adviser.

“Beneficial Ownership” is interpreted in the same manner as it would be under Rule 16a-1(a)(2) of the Investment Company Act in determining whether a person is the beneficial owner of a security for purposes of section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder.

“Business Entertainment” means ordinary and usual business entertainment, such as an occasional meal, tickets to a sporting event or theater, or comparable entertainment, so long as it is neither so frequent nor so extensive as to raise any question of propriety, and so long as the person providing the Business Entertainment participates in the event.  Sending a gift certificate for a restaurant is a Gift; accompanying a client to a standard business dinner paid for by the Firm is “Business Entertainment.”  All Business Entertainment is subject to the Firm’s policies concerning budgeting, reimbursement, and documentation.  







“Direct or Indirect Beneficial Ownership” means direct or indirect influence or control ownership of any beneficial interest.  The terms of Rule 16a are incorporated into this Code by reference.

In general, and without limiting the foregoing, a person has Beneficial Ownership in any securities held

By members of a person’s immediate family sharing the same household; provided, however, that the presumption of such Beneficial Ownership may be rebutted; or

By related partnerships, trusts, corporations, or other arrangements.  


“Fund” means an investment company registered under the US Investment Company Act of 1940.

“Gift” includes anything of value, but does not include ordinary and usual “Business Entertainment.”   

“Limited Offering” or “Private Placement” means an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506.

“Reportable Fund” means

any Fund for which we serve as an investment adviser as defined in section 2(a)(20) of the Investment Company Act; or

Any Fund whose investment adviser or principal underwriter controls us, is controlled by us, or is under common control with us. For purposes of this section, control has the same meaning as it does in section 2(a)(9) of the Investment Company Act.

“Reportable Security” means a security as defined in section 202(a)(18) of the Act (15 U.S.C. 80b-2(a)(18)), except that it does not include:

Direct obligations of the Government of the United States;

Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;

Shares issued by money market funds;

Shares issued by open-end funds other than Reportable Funds; and

Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are Reportable Funds







“Supervised Person” means any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of the Firm, or other person who provides investment advice on behalf of the Firm, and is subject to the Firm’s supervision and control.

Section 3:

Exempted Transactions

The transaction prohibitions of Section 4 of this Code do not apply in the following cases.  

Securities Not Eligible for Clients.  Transactions in securities that are not eligible for purchase or sale by any client through the Firm.

Non-Volitional Transactions; No Control.  Transactions are non-volitional by either the Access Person or any client (including transactions with respect to which the Access Person has no actual advance knowledge of a given trade.  Transactions effective in any account over which the Access Person has no direct or indirect influence or control.  These would include discretionary accounts held with unaffiliated third parties and where the third party agrees to trade without advance notice to or consent by the Access Person.  In the case of discretionary accounts with third parties, the Access Person will be responsible for authorizing the third party to provide the Firm with duplicate statements or other information required by the Chief Compliance Officer.

Automatic Investment Plans.  Transactions made automatically in accordance with a pre-determined schedule and allocation, such as dividend reinvestment plans.  

Approved Transactions.  Transactions that receive the prior approval of the Chief Compliance Officer on the basis that they do not present conflicts of interest or create potential harm to clients, and are consistent with our fiduciary duties.  This provision does not apply to Initial Public Offerings or Private Placements.  

Insignificant Position—Transaction Value and Share Limit.  

Transactions that result in an open (long or short) position (or derivatives thereon) no larger than $10,000 USD or foreign currency equivalent.  In the case of a combined position that includes both a long and a short transaction, the $10,000 limit will be applied to the larger of the long or short positions, not to the net value; and  

That result in an open security position (long or short), no larger than 500 shares (or derivatives thereon) for any stock listed on a US securities exchange, as defined in the Securities Exchange Act of 1934.

Section 4:

Prohibited Transactions

Conflicting Trades.  No Access Person may purchase or sell, directly or indirectly, any security in which the Access Person has (or because of such transaction acquires) any direct or indirect Beneficial Ownership, if the Access Person knows at the time of the transaction that the security:

Is being considered for purchase or sale by any client (see Pre-Clearance requirements in item 2, below); or







Is being purchased or sold by any client, or was purchased or sold by a client within the five calendar days preceding the Access Person’s transactions; or

Is contrary to the Firm’s current recommendations to clients (e.g., where the Firm recommends a specific long transaction to clients and the Access Person enters into a matching short transaction), except in cases where the Access Person has a compelling personal need to make the trade, the transaction is not otherwise inconsistent with our fiduciary duties to our clients, and the Chief Compliance Officer approves the transaction in advance and documents the rationale for approval.

Pre-Clearance of Transactions.  The Firm has established a pre-clearance requirement for transactions in securities that could give rise to a conflict with our clients, based on the types of securities we generally advise on.  Securities that require Pre-Clearance will be listed on the Firm’s Restricted Security List. No Access Person may purchase or sell, directly or indirectly, any of the listed on the Firm’s Restricted Security List. securities in which the Access Person has (or because of the transaction acquires) any direct or indirect Beneficial Ownership, unless the Access Person has obtained Pre-Clearance from the Chief Compliance Officer in the form currently required by the firm.  The system for pre-clearance will be described and distributed periodically by the Chief Compliance Officer.

Approvals granted pursuant to the Firm’s pre-clearance policy are valid for no longer than five days and may be granted for a shorter period, as determined by the Chief Compliance Officer.  Excepted Board Members are not subject to the Pre-Clearance requirements.  

Initial Public Offerings.  No Access Person may purchase, directly or indirectly, any security in which the Access Person has or because of such transaction acquires, any direct or indirect Beneficial Ownership, which is the subject of an initial public offering without prior approval of CCO.  Approval will be granted consistent with FINRA Rule 5130 Restrictions on the Purchase and Sale of Initial Equity Public Offerings. This prohibition does not preclude an Access Person from acquiring the security in subsequent trading on the secondary market, provided the transaction otherwise complies with the requirements of the Code.  

Limited Offerings/Private Placements.  No Access Person may purchase, directly or indirectly, any security in which the Access Person has or because of such transaction acquires, any direct or indirect Beneficial Ownership, if such transaction is not in the open market, or if such transaction if made pursuant to an exemption from the registration provisions of the Securities Exchange Act of 1933, unless the transaction has been pre-approved by the Chief Compliance Officer.  In determining whether to permit the purchase of a private placement, the Chief Compliance Officer will consider, among other things, whether the offering should be reserved for a client of the Firm, and whether the transaction has been offered to the Access Person as a result of the Access Person’s position with the Firm.  Further, should the Access Person receive permission to acquire the securities in a private placement, the Access Person is required to disclose the investment when participating in any subsequent consideration of that security for purchase or sale by clients of the Firm.  The decision to purchase or sell such security should be made by persons with no personal interest in the security, whether direct or indirect.







Principal Transactions.  Neither the Firm nor its Access Persons may effect a transaction as principal with a client of the Firm.  Neither the Firm nor any of its Access Persons will recommend or direct a trade for execution as principal by an affiliate of the Firm.

Short-Swing Trades.  No Access Person may purchase then sell, or sell and then repurchase, any security within 10 calendar days.  The Chief Compliance Officer may, for good cause and consistent with our fiduciary duties and the broader intent of the Code, permit a short-swing trade, but will record the reasons for the consent.

Section 5:

Prohibited Activities

Gifts and Gratuities.   

Giving of Gifts.  No Supervised Person may accept investment opportunities, Gifts or other gratuities from individuals seeking to conduct business with us, or on behalf of an advisory client exceeding $150 per year in the aggregated form a single giver.  Employees of a firm must be considered together and any gifts from individuals aggregated as one giver.  All Gifts must be reported to the Chief Compliance Officer within 30 days of the date given by the the Firm Supervised Person.


Receipt of Gifts. No Supervised Person may, whether directly or indirectly, give a Gift in excess of $150 per year to or from any person associated with a firm whom the Firm is soliciting business with, or with whom the Firm is conducting business.  Associates of Funds, registered investment advisors, and registered broker-dealers are presumed to be firms the Firm is either soliciting or conducting business with.  This prohibition does not apply in cases where the gift arises from a pre-existing familial or personal, non-business relationship, and where the Chief Compliance Officer has consented in advance to the Gift.  All Gifts must be reported to the Chief Compliance Officer within 30 days of receipt by the the Firm Supervised Person.


Business Entertainment.  No Supervised Person may provide Business Entertainment to any person from whom the Firm is soliciting business or with whom the Firm is conducting business, in excess of the dollar limits and other policies established by the CEO or Chief Financial Officer of the Firm.  


Payment or Reimbursement of Expenses.  Payments of an Access Person’s expenses in connection with meetings held by an offeror or by a securities brokerage firm, for the purpose of training or education of the attendee are prohibited unless:

The attendee keeps the name of the offeror or brokerage firm, the amount of payment or reimbursement received, and the nature and, if known, value of any non-cash compensation;

The attendee obtains the Chief Compliance Officer’s prior approval to attend the event;







The location is appropriate to the purpose of the meeting, such as an office of the offeror or the brokerage firm, or a facility located in the vicinity of such office;

The payment or reimbursement is not applied to the expenses of guests of the attendee; and

The payment or reimbursement by the offeror or brokerage firm is not subject to any conditions.

Brokerage Accounts.  No Access Person may, directly or indirectly, have an interest in any brokerage or trading account that has not been previously approved by the Firm.  New employees/associates must report existing brokerage accounts immediately to Compliance and, if the account is permitted by the Firm, provide any additional information requested by the Chief Compliance Officer.

Insider Trading.  Persons obtaining material non-public information must refrain from disclosing the information to anyone.  Additionally, no person may trade in the securities to which the information relates.  Anyone aware of the misuse of material non-public information must report such information to the Chief Compliance Officer.

Section 6:

Disclosures & Reporting

Initial Holdings Reports.  Not later than 10 days after becoming an Access Person of the Firm, the Access Person must deliver to the Chief Compliance Officer a record of each Reportable Security in which the Access Person has a direct or indirect Beneficial Ownership.  The information included in the initial Holdings Report must be current must be current as of a date no more than 45 days prior to the date the person becomes an Access Person.  The record must include:

The title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each reportable security in which the access person has any direct or indirect beneficial ownership;

The name of any broker, dealer or bank with which the Access Person maintains an account; and

The date the Access Person submits the report.

The Initial Holdings Report may be provided in the form of brokerage account statements that contain the required information.  Excepted Board Members are not required to provide the Initial Holdings Report.

Quarterly Transactions Reports.  No later than 30 days after the end of each calendar quarter, each Access Person must submit to the Chief Compliance Officer quarterly securities transactions reports that meet the following requirements and contain the following information about each transaction during the quarter in which the Access Person had, or as a result of the transaction acquired any direct or indirect Beneficial Ownership in a Reportable Security:  

The date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each reportable security involved;







The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

The price of the security at which the transaction was effected;

The name of the broker, dealer or bank with or through which the transaction was effected; and

The date the Access Person submits the report.

The Quarterly Transaction Reports may be provided in the form of brokerage account statements that contain the required information.  Excepted Board Members are not required to provide the Quarterly Transaction Reports unless the Excepted Board Member knew or, in the ordinary course of fulfilling his or her official duties as a member of the Board of Managers, should have known that during the 15-day period immediately before or after the Excepted Board Member’s transaction, the Fund purchased or sold the security, or the Fund or the Firm considered purchasing or selling the security

Quarterly Reports of New Accounts.  No later than 30 days after the end of each calendar quarter, each Access Person must submit to the Chief Compliance Officer, with respect to any account established by the Access Person in which any securities were held during the quarter for the direct or indirect benefit of the Access Person:

The name of the broker, dealer or bank with whom the Access Person established the account;

The date the account was established; and

The date the Access Person submits the report.

Annual Holdings Reports.  Annually, and current as of a date no more than 45 days before the report is submitted, each Access Person must submit to the Chief Compliance Officer, reports which contain the following information:

The title, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership;

The name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities are held for the direct or indirect benefit of the Access person; and

The date the Access Person submits the report.

The Annual Holdings Reports may be provided in the form of brokerage account statements that contain the required information.  

Review of Reports.   The Chief Compliance Officer is responsible for a review, as needed and no less than quarterly, of the Initial Holdings and Quarterly Transaction Reports.  The Chief Compliance Officer’s review will be compare transactions and holdings reports with the Firm’s activities and the requirements of the Code to determine whether any violations of the Code may have occurred.  The Chief Compliance Officer will take necessary action to correct or mitigate any potential or actual violations and will promptly report material issues to the President.  All







reports required to be made under this Code that concern the Chief Compliance Officer’s own transactions and holdings will be submitted to and reviewed by the COO in accordance with the requirements outlined for other Access Persons.

Annual Report.  As part of the CCO’s annual review of the Firm’s compliance program and policies, the CCO will certify that the Firm has adopted procedures reasonably necessary to prevent Access Persons from violating the Code.  The CCO will describe in the report accompanying the annual review any issues or material violations arising under the Code since the last report.  The CCO will provide the Annual Report to the President.


Section 7:

Reporting and Sanctions

Potential or actual violation of the Code must be reported immediately to the CCO.  In the absence of the CCO, violations may be reported to the CEO or to a member of the President.  Possible violations will be promptly investigated and any violations reported through the CCO to the CEO and President.  We will also provide copies of this information to the Boards of any Funds we advise.  

The report will include the corrective action taken and any recommendation for disciplinary action taken deemed appropriate by the CCO.  The recommendation will be based, among other things, on the severity of the infraction, whether it is a first or repeat offense, and whether it is part of a pattern of disregard for either the letter or the spirit of the Code.  The Firm’s President may impose sanctions for violation of this Code including, but not limited to:

Written censure;

Suspension of termination of employment;

Reversal of a securities trade at the violator’s expense and risk, including disgorgement of any profit; and

Where applicable and appropriate, referral to law enforcement or regulatory authorities